Tegna said it received 8.64 million of its shares from Standard General, whose effort to buy the broadcaster failed as regulatory review extended beyond the data its financing expired.

Standard General’s deal with Tegna called for a $136 million termination fee, and Tegna said the shares it received satisfied that obligation.

Shares in Tegna traded as high as $22.29 when it appeared the Standard General deal was likely to be approved. Shares traded at $16.40, up almost 4%, on Friday morning (June 2).

Also Read: Standard General Tries, Tries Again With FCC on Tegna Deal

With the takeover deal off the table, Tegna said it is taking steps to return capital to shareholders.

Tenga said it will repurchase $300 million worth of its shares from JPMorgan Chase Bank, starting with 15.2 million shares on June 6. 

The company previously announced a 20% increase in its regular quarterly dividend.

Tegna said its board of directors are “actively reviewing the return of additional excess capital that accumulated during the pending merger.”

After more than a year of trying to get the deal done, Tegna said that as of Monday, May 22, its merger agreement with Standard General has been terminated and it can collect a $136 million breakup fee. May 22 was the deadline for Standard General's financing of the deal.

That’s according to Tegna’s announcement that it has launched an accelerated $300 million stock-repurchase program and a 20% bump in its quarterly dividend — from 9.5 cents to 11.375 cents per share — as a way to return some of that new cash to shareholders.

Tegna said it may be looking at returning added excess capital that accumulated during the non-merger’s pendancy.

Standard General’s proposed $8.6 billion purchase of Tegna’s TV stations and other media assets was designated for hearing by the Federal Communications Commission’s Media Bureau before an administrative law judge (ALJ) over concerns about retransmission consent fees and potential job losses, including in news.

Also Read: Standard General Tries, Tries Again With FCC on Tegna Deal

The judge had said the review could not be completed by May 22. That meant the hearing designation essentially spelled the end of the deal.

Tegna president David Lougee signaled it was time for the broadcaster to move forward on its own. “As we look ahead, we are confident that Tegna is well-positioned to continue serving all our stakeholders based on our portfolio of leading broadcast assets and innovative digital brands, our delivery of high-quality, trusted news and content in the markets where we operate, and our continued focus on fostering a culture of diversity and inclusivity,” Lougee said in a statement. 

“This is a major victory for our union members, who have been fighting the hedge fund takeover of local news for more than a decade,” said Jon Schleuss, president of the NewsGuild-CWA, which had petitioned to block the deal. 

Sen. Elizabeth Warren (D-Mass.) wrote FCC chair Jessica Rosenworcel this week to provide moral support for the regulator’s decision to designate the Standard General-Tegna station group merger for hearing before an administrative law judge.

Warren has been a critic of the deal as anticompetitive consolidation and a fan of the hearing designation.

“I urge the [Federal Communications Commission] to continue its thorough and careful review, regardless of recent calls by supporters of the deal to rush through the agency consideration," Warren wrote. Warren has said that she fears the deal will mean layoffs, reduced competition for ads and increased retransmission-consent fees.

The companies have made numerous promises that they say address those concerns, but Warren is skeptical of behavioral remedies, which she says are hard to monitor and easy to evade. “I commend the FCC for taking these concerns seriously by reviewing the merger thoroughly, consistent with its statutory authority,” she told Rosenworcel.

Arguably the “rush through” characterization is a bit of a stretch since the FCC is currently on day 309 of its informal 180-day timeline for reviews. That includes multiple requests for documents from the parties.

Standard General agreed to acquire Tegna in February of 2022 in an $8.6 billion deal that includes the assumption of $3.2 billion in debt. Apollo Global Management (AGM) is providing some of the funding for the deal. AGM controls Cox Media Group, which will own some of the Tegna stations if the deal is approved.

The key to a strong and healthy democracy is an informed and engaged public. Receiving trustworthy and informative news — especially at the local level — is how we stay engaged.

A 2022 Gallup poll showed Americans have greater trust in local news than national news. That’s because we depend on local coverage to help us navigate issues like school closures, respond to emergency events and make choices about how we want to be governed.

But local news is facing a stiff headwind as it fights to remain viable in an environment where media consolidation is gutting newsrooms across the country. That is why Common Cause is opposed to gigantic hedge funds and investment groups taking over media outlets — because inevitably, they are in it to extract profits.

Right now, the hedge fund Standard General is promising that it will be the exception to the rule if it secures Federal Communications Commission approval to purchase Tegna, a media company with broadcast stations from Seattle to San Antonio. The FCC referred the case to an administrative law judge, which is usually the end of the line for mergers. But when the judge indicated a review of the proposed merger could not be completed in time to meet the financing deadline for the deal, Standard General-Tegna mounted an expensive public relations campaign, promising the world to certain groups to buy their support. When they had a chance to commit to those plans in its filings with the federal government, though, Standard General-Tegna did not present a shred of evidence that the deal would have any benefit to the public.

We have seen what happens when mega-conglomerates buy out companies. They slash jobs and mass-produce content. You can count on more car-chase stories and bear break-in videos.

Strip-mining for profits is what hedge funds do. They buy out companies, fire staff, sell off the profitable pieces and dump the rest.

Take for example The Los Angeles Times, my local paper. In 2007, when Sam Zell’s Equity Group, took control of The Tribune Co. and by extension, the Times, it cost over $8 billion. At the time, the Chicago-based investment group promised it would not cut newsroom jobs. By 2008, after multiple rounds of cuts, it was announced that a further 250 would lose their jobs.

That all turned around in 2018 when Patrick Soon-Shiong, a Los Angeles-based surgeon and cancer researcher, decided to purchase The Los Angeles Times. Under local ownership, the paper once again invested in local reporters, diversified the newsroom and rebuilt the California Section. Now, I can read about local businesses like Octavia’s Bookshelf working to bring Black authors to Pasadena’s only black-owned bookstore in honor of local author, and store namesake, Octavia Butler.

I can count on the kind of in-depth local reporting that uncovered secret tapes of Los Angeles City Council members scheming behind closed doors over redistricting lines. That coverage ignited a citywide debate over what we want our government to look like — one that may result in fundamental changes to redistricting, how we vote and what we expect of our elected representatives.

That’s the power of journalism that centers the communities they serve.

By contrast, the scorched-earth approach of hedge funds has long-term consequences on our democracy. Without an informed, engaged, and empowered citizenry, we won’t be able to tackle our collective challenges. When the public is uninformed, we have lower civic participation, lower voter turnout and greater political polarization.

When we don’t have a town square for deliberative democracy, people start wandering down dark alleys and political rabbit holes. The void left by local and ethnic media is so easily filled with disinformation.

The rapid decrease in local news should alarm everyone, especially heading into yet another consequential election year. With fewer resources to combat disinformation and hold power accountable, we have to do what we can to protect our local newsrooms.

There’s a reason that freedom of speech and the right to a free press are in the very First Amendment. Without a trusted platform for local voices, communities lose the ability to watchdog local government, hold leaders accountable, advocate for themselves, and bring awareness to issues that could never be adequately covered by a national outlet. Cities and communities lose the power of storytelling and collective problem-solving.

Quality local journalism is a public good. It’s right that the FCC takes its time to evaluate whether to approve another media consolidation. When it comes to our democracy, we can’t afford to sell it to the highest bidder.

Standard General said the FCC’s Enforcement Bureau has “suggested” the company “attempt to resolve remaining concerns to allow the transaction“ — its purchase of  Tegna’s TV stations — “to move forward,” which it said it is definitely trying to do. 

Hedge fund Standard General’s proposed $8.6 billion purchase of Tegna’s TV stations and other media assets was designated for hearing by the Federal Communications Commission’s Media Bureau before an administrative law judge (ALJ) over concerns about retransmission consent fees and potential job losses, including in news.

Standard General’s invocation of the Enforcement Bureau suggestion was a reference to a meeting with FCC officials last week. It said Wednesday (May 17) that it was taking steps to address the issues of “the potential for increased retransmission consent fees from after-acquired clauses and the impact [of the deal] on localism” and plans to get back to the FCC on Thursday.

Financing for the deal has a May 22 deadline, so Standard General is trying hard to get a decision from the FCC — preferably a yes — by then.

Standard General is providing some new info to the FCC and the public as part of that effort, it said, including making public the depositions it gave to the Justice Department related to jobs and retrans. Justice found no reason to challenge the deal on antitrust grounds, but the FCC’s review goes beyond that to whether the deal meets the public interest standard, a standard that is open to interpretation.

It also pointed out that Comcast, Tegna’s biggest customer among multichannel video programming distributors, as well as other MVPDs, have agreed to Standard General’s promise to waive its after-acquired clause rights. Those clauses would allow Standard General to raise retrans rates for Tegna stations to those of its current [Cox Media] stations where applicable.

“We remain available to answer any and all questions the FCC may have, but, in response to comments made during our meetings on Friday, we have provided additional information to the commission with the hope that they will move quickly to a vote,” Standard General partner Soo Kim said.

The Republican leadership of the House and Senate committees overseeing the Federal Communications Commission has called on the regulator’s acting Inspector General, Sharon Diskin, to look into FCC chair Jessica Rosenworcel’s handling of the review of the Standard General-Tegna merger.

In a letter to Diskin Friday (May 16), House Energy & Commerce Committee Chair Cathy McMorris Rodgers (R-Wash.) and Senate Commerce Committee ranking member Ted Cruz (R-Tex.) intimated that the designation of the deal for a hearing before the FCC's administrative law judge last February was "motivated by a biased desire to block the deal."

Also Read: Standard General Tries to Force Tegna Decision

If so, they said, the commission was being used as a “partisan cudgel.”

Both legislators are already on the record as taking issue with the hearing designation, which pushes review of the deal past a May 22 deadline for securing financing. In the past, similar designations have spelled doom for deals. Critics of this designation point out that the fact that it came from the Media Bureau rather than a vote by the commission is pretty much unprecedented.

Almost certainly a commission vote would not have resulted in a hearing since the FCC is currently at a political 2-2 tie. The FCC’s Republican commissioners, Brendan Carr and Nathan Simington, were not supportive of the Media Bureau decision.

Rosenworcel has said that the reason the deal was designated for hearing was that it needed a “closer review” to “ensure that this transaction does not anti-competitively raise prices or put jobs in local newsrooms at risk.”  Standard General has said it will do neither and has made promises to that effect.

Standard General agreed to acquire Tegna in an $8.6 billion deal that includes the assumption of $3.2 billion in debt. Apollo Global Management (AGM) is providing some of the funding for the deal. AGM controls Cox Media Group, which will own some of the Tegna stations if the deal is approved.

Petitions to deny were filed by The NewsGuild-CWA, the National Association of Broadcast Employees and Technicians (NABET)-CWA, Common Cause, the United Church of Christ, and Graham Media Holdings.

Heavy hitters from both sides of the Standard General-Tegna merger debate, including former Democratic chairs of the FCC and FTC, met with the FCC’s Republican commissioners last week as the companies attempted to get the FCC to give them a thumbs up or a thumbs down on the deal ASAP.

The companies said the purpose of the meetings was “to find a path forward from the Commission’s unprecedented inaction on the deal.” Deal opponents said the meetings were futile, highly unusual and bordering on improper — they said that the Federal Communications Commission’s office of general counsel “apparently advised at least one commissioner against holding such a meeting.” 

The FCC’s Media Bureau has been vetting the proposed merger for almost a year, and after multiple requests for more documents and data from the companies, said there were still issues that needed fact-finding, so it designated the deal for hearing before the FCC’s administrative law judge (ALJ).

The FCC and those opposing the deal said that designation was because there were still public-interest issues related to jobs and retransmission-consent negotiating leverage that required it. Standard General and Tegna have said those matters were nonissues and it was, instead, the FCC’s way of killing the deal by ensuring no decision would be made before a May 22 deadline for funding the merger.

Also Read: Soo Kim Says FCC Hearing Designation Is Deal ‘Kill Shot’

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February of 2022 for $8.6 billion including debt. McLean, Virginia-based Tegna also owns multicast networks True Crime Network, Twist and Quest, as well as advanced-advertising company Premion.

Among the big names on the Standard General-Tegna side, according to an FCC filing, were Standard General founding partner Soo Kim; Tegna president Dave Lougee; former Democratic FCC acting chair Mignon Clyburn, who now runs her own advocacy shop; and Jon Leibowitz, former Democratic Federal Trade Commission chair and a partner with law firm Davis Polk & Wardwell.

Among those representing the unions and others who petitioned the FCC to block the deal (unions the NewsGuild-CWA and National Alliance of Broadcast Engineers and Technicians-CWA, the United Church of Christ Media Justice Ministry and Common Cause) were Cheryl Leanza and Andrew Jay Schwartzman.

Standard General said in a summary of the proceedings that it had asked for meetings with all four commissioners, but only the Republicans agreed to do so.

It told those commissioners that continued FCC inaction would cause “immense harms” to the entire broadcast industry and said they had made “extraordinary commitments to exapnding news and preserving jobs,” promises a Tegna without Standard General could not make going forward given financial pressures on public companies. They also warned of the “dangerous precedent” the FCC was setting that could drain lenders from broadcasting to “other industries” lacking such regulatory foot-dragging and uncertainty.

Also Read: FCC Was Right Not to Greenlight Deal (Guest Blog)

As to the meetings and the push for an up-or-down vote being unusual, Leibowitz said at the meeting that the deal-vetting process had been “one long series of unusual and unprecedented actions by the commission which had deprived the Applicants of a fair and timely process and which now may require unusual action from the commission to correct.”

Schwartzman and Leanza told the commissioners that the Media Bureau's designation of the deal for hearing, which they conceded will almost certainly mean no decision before the financing runs out, was justified by the complexity of the deal, the “involvement of private equity and hedge funds” and “factual discrepancies in Applicants’ statements and confidential documents.“

Also Read: Jesse Jackson Backs SG-Tegna Deal

Deal critics have previously pointed to the fact that Standard General is a private equity firm as an argument against approval, but Kim said that those critics are “misguidedly demonizing all ‘private equity’ and in doing so are condemning the pensioners, endowments and foundations that invest in alternative investment managers like Standard General.”

Those critics clearly disagree: “[The] meetings at the FCC appear to have been nothing more than a desperate attempt by two Wall Street funds, Standard General and Apollo Global Management, and their attorneys to spin the facts and prepare for likely litigation after their deal implodes in less than two weeks,” they said in a statement.

Federal Communications Commission chair Jessica Rosenworcel should be commended for the agency’s careful decision to refer the effort by hedge fund Standard General and private-equity fund Apollo Global Management to take over broadcaster Tegna to an administrative law judge (ALJ) at the regulator. There, the facts can be clearly determined around the public-interest standards at stake, including localism, consumer prices, the impact on jobs and diversity of media ownership. 

I was proud when my organization, Public Knowledge, joined with labor unions, civil rights groups, public interest nonprofits, and multiple companies to raise questions about Standard General and Apollo taking over the nation’s second-largest local broadcast TV station owner, Tegna. For years our organizations have fought to stem the tide of media consolidation that is contributing to the gutting of newsroom staffs and the reduction in truly local content to meet the needs of diverse communities across our nation. 

Hedge funds have a history of stripping their new acquisitions down for parts to cut large costs quickly, including firing workers and scaling back operations. In the case of broadcast channels, hedge funds look to cut back on local news and other diverse, targeted programming in favor of national content. FCC filings have shown that this acquisition was structured in a complicated way in order for Standard General to enter into joint retransmission consent negotiations to increase costs for cable TV subscribers. These public interest concerns are always considered in FCC license transfers and certainly warrant a hearing with the agency’s administrative law judge. 

A fact-finding hearing in front of an ALJ makes sense if FCC staff feels it does not have full, accurate information, or a clear picture of the transaction. In addition to the concerns about loss of local content and media consolidation, all parties controlling broadcast licenses in the U.S. are subject to laws about ownership or control by non-U.S. citizens. Concerns over foreign ownership from Apollo Global Management’s stake in the deal must be addressed. Normally after an FCC referral to the ALJ, the parties trying to get a deal approved would withdraw their applications and maybe try again with a different deal structure. Not this time. Instead, Standard General, with a self imposed deadline of May 22 to close the deal, has engaged in an  expensive Washington smear and influence campaign that has become all too familiar around the FCC debates lately. 

In 2022 the public saw a bad-faith smear campaign about issues outside the FCC’s jurisdiction sink a nominee to the commission. Democratic elected officials failed to be unified behind seating a strong public-interest advocate at the FCC in response to this influence campaign. Now, in 2023, we’ve seen chair Rosenworcel’s FCC criticized by Democrats like Sen. Bob Menendez (D-N.J.) for simply following agency processes to get detailed answers about a major broadcast acquisition. In fact, Senator Menendez openly threatened the renomination of the only commissioner of color at the FCC, Geoffrey Starks, and by implication his own party’s ability to control the FCC agenda. Our hope is that such criticism and direct threats to the agency’s important consumer-protection work does not prevent the FCC from doing its investigation and making judgments based on the facts of the transaction. Now more than ever, Congress and the public need expert regulators protecting the public from tech and media consolidation. While we wait for Congress to create a regulator for dominant digital platforms, we already have an expert agency for media and telecommunications in the FCC. Its mandate to protect the public is clear and the debate around this transaction should focus on those protections and the transaction's details.

On this transaction, the Rosenworcel FCC has led with clear, simple process and standard questions. The timing may be difficult for Standard General, but that is their responsibility to adjust their transaction and timeline to fit the necessary review, not the other way around.

There will now definitely not be any action from the Federal Communications Commission's administrative law judge (ALJ), on Standard General’s acquisition of station group Tegna deal before the plug is expected to be pulled on its financing.

That’s because that ALJ, Jane Hinckley Halprin, has suspended her review “until further notice” after holding a status conference.

At that conference, Standard General and Tegna requested action and a decision before May 17 — given that there is a May 22 deadline for financing a deal announced more than a year ago — so it had asked for resolution in less than three weeks.

Challengers to the deal, which include The News Guild-CWA/National Association of Broadcast Employees and Engineers (NABET)-CWA, the United Church of Christ Media Justice Ministry and Common Cause, had called instead for a year-long review before such a decision.

Also Read: Standard General Flags Fans of Tegna Deal

The presiding — and only — FCC ALJ, Halprin concluded that it would not be possible to do the requisite fact-finding and discovery for the review before that deadline. The FCC’s Media Bureau, in issuing the designation order, had indicated that more information was needed. Halprin said that since the deal may crater before such a review could be completed, why put the parties through the motions — literally and figuratively — “when the underlying transactions might not survive past May 22, 2023.”

Standard General has been trying to acquire Tegna’s 64 TV stations and other assets for most of a year, but the FCC’s Media Bureau designated the deal for a hearing before an administrative law judge, saying the agency needed to weigh in on “material concerns in the record related to how the proposed transaction could artificially raise prices for consumers and result in job losses.” Standard General has offered a number of pledges to try and assuage those concerns, but to no avail, if the designation is any indication.

Standard General agreed to acquire Tegna in an $8.6 billion deal that includes the assumption of $3.2 billion in debt. Apollo Global Management (AGM) is providing some of the funding for the deal. AGM controls Cox Media Group, which will own some of the Tegna stations if the deal is approved.

“As we have said for months, the FCC Media Bureau’s decision to designate the applications for hearing was a deliberate move to kill the transaction rather than to assist in making a decision," Standard General said in a statement. "At any point between now and May 22nd, the FCC has the ability to override the Media Bureau’s deeply flawed Hearing Designation Order and bring this deal to a vote. We urge the FCC to listen to the countless bipartisan voices calling for a vote and fair treatment of the applicants.”

“The ALJ’s decision just confirmed what we have thought since the Media Bureau announced the [Hearing Designation Order],” NewStreet Research’s Blair Levin said in a note to investors. “[O]verturning the order through a legal process would face very long odds.”

Standard General and Tegna have accused the FCC of trying to kill the deal through what they see as its slow-roll review. Such hearing designation orders are indeed usually a death knell for deals.

Standard General continues to point to high-profile deal supporters as the deadline for the financing of its Tegna acquisition fast approaches and it works to try to get an up or down FCC decision by that May 22 date.

Just this week, the company cited a blog post from National Association of Broadcasters president and CEO Curtis LeGeyt critical of the Federal Communications Commission’s extensive review of the deal and decision to designate it for hearing; a floor speech from Sen. Bob Menendez (D-N.J.) pointing to the lack of media diversity in the context of the deal's difficulties; and a letter from Rep. Jonathan Jackson (D-Illinois) in support of the deal.

In his blog post, LeGeyt cited Menendez's speech, calling it the latest in a chorus of alarm bells over the FCC’s “flawed merger review process.” He said that process —and the prospect it would kill the deal — risks undermining both investment in local television stations’ free service to the public and media diversity.

Menendez said he could not support FCC commissioners who did not support diversity, including by “acting in a way that denies a vote to a diverse applicant.”

That’s a reference to the FCC Media Bureau’s decision to designate the deal for hearing, which the agency has said is just a way to get more facts about some key issues before a vote. Standard General and Tegna and quite a few others have argued, though, that the designation is a way for the FCC to kill the deal, as has been the result of past hearing designations.

“If the merger is approved, the deal will create the largest minority-owned and woman-led TV broadcasting company in U.S. history,” Jackson said in a letter to FCC chair Jessica Rosenworcel. “It would also triple the number of commercial TV stations with minority ownership. I am encouraging the FCC to move forward with a vote, as this deal deserves a fair process and aligns with their goal of increasing diversity in media.”

Standard General has been trying to acquire Tegna’s 64 TV stations and other assets for most of a year, but the FCC's Media Bureau said an administrative judge at the agency needs to weigh in on “material concerns in the record related to how the proposed transaction could artificially raise prices for consumers and result in job losses.” Standard General has offered a number of pledges to try and assuage those concerns, but to no avail if the designation is any indication.

Standard General agreed to acquire Tegna in an $8.6 billion deal that includes the assumption of $3.2 billion in debt. Apollo Global Management (AGM) is providing some of the funding for the deal. AGM controls Cox Media Group, which will own some of the Tegna stations if the deal is approved.

Petitions to deny were filed by The NewsGuild-CWA, the National Association of Broadcast Employees and Technicians (NABET)-CWA and Graham Media Holdings.

Even before the U.S. Court of Appeals for the D.C. Circuit denied Standard General’s petition to force the FCC to vote on its proposed $8.6 billion acquisition of Tegna, company founder Soo Kim knew his last-ditch legal maneuvers were a long shot.

Nevertheless, Kim seemed disappointed, frustrated and chagrined that the deal appears likely to die when the financing he assembled expires on May 22.

He’s disappointed because more than two years worth of effort and millions of dollars have gone into the transaction. Kim is frustrated, he says, because during the long renewal process, no one told him what defects in his application to own the Tegna stations needed to be repaired to achieve approvals. And he’s chagrined, the Standard General managing partner and chief investment officer says, because no one else and no other deal has been subjected to a similarly prolonged and mystifying process.

Kim told Broadcasting+Cable the deal would almost certainly die when the financing expires, with no extensions, no new money coming in to rescue the transaction. 

In its ruling denying Standard General’s petition, the D.C. Circuit ruled that it did not demonstrate the FCC “has unreasonably delayed in acting on their applications.”

It is not clear if the government understood that Standard General’s financing was crucial and created a real deadline for completing the deal.

“The most valuable thing we have is the 15 months of financing I got,” Kim said. “That’s a long time. The FCC says, ‘Oh, don’t trouble me with your contract.’ Do you know how hard it is to get 15 months of committed financing now?”

Deal Can’t Be Rebuilt

Soo notes that the financing was obtained back when interest rates were approaching zero. Rates have since escalated, making Soo’s package super valuable. That financing can only be used to buy Tegna, and not some other company.

“It’s like a mortgage commitment. You can buy this house with a 2% mortgage, or you can buy something else out there with a 7% mortgage,” he said. “I have this amazing deal, which, by the way, I’m happy to share with the shareholders. I’m happy to share with the employees.”

By designating the transaction for a hearing by an administrative law judge just three months before that financing expires, the FCC’s Media Bureau effectively ended the deal.

The Media Bureau’s decision marked the first time ever a TV sale was designated for a hearing. It was also unusual because the bureau did not alert the commission it was taking that action.

Kim said that process was also unusual because Standard General was never what was wrong with its proposal or how to fix it.

“All we have ever asked is for our application to be treated like others,” Kim said.

Instead, the process was like something out of Animal House.

“Without pointing to what anyone's done wrong, we were put on ‘double secret probation,’ ” Kim said. “Double-secret probation isn’t a thing. When it comes to the ownership of the news voice in America this is very dangerous. This is not just about dollars and cents.”

He said this situation lets the government decide who is acceptable as a buyer of news. “That’s a scary thought,” he said.

In a letter to FCC chair Jessica Rosenworcel, Sen. Ted Cruz (R-Texas) and Rep. Cathy McMorris Rogers (R-Wash.) had many questions about the FCC’s handling of the Standard General-Tegna review, including a concern about accusations that the transaction was being blocked because Kim is a minority. “Even the appearance of impropriety harms the Commission’s reputation as a fair arbiter,” the letter said.

“If it could happen to us it could, happen to anybody,” Kim said.

“By saying that I'm not the right person, then you're effectively giving yourself the power to determine who is,” he added. “I think that control over news is something that U,S, citizens should not allow the government to have. Period.”

Kim said he worked hard and tried to cover all the bases in order to get the transaction approved. 

Sometimes — against the advice of his lawyers and lobbyists, who expected the deal to be approved — Kim tried to address objections to the deal by unilaterally pledging not to cut newsroom jobs or raise retransmission rates. That didn’t work.

“I spent all of our time trying to talk sense into everyone involved, including reaching out to the Hill, the White House, saying ‘do you know what this regulatory agency is doing? They are taking something and making a real mash out of it and hurting an entire industry.”

Concerns Over Uncertainity

National Association of Broadcasters CEO Curtis LeGeyt at NAB Show in Las Vegas last week said his organization got involved in the Standard General-Tegna situation because uncertainty over the FCC approval process would make it more difficult for the broadcast industry to attract investments.

Kim added that while the NewsGuild-CWA, one of the unions objecting to the deal, claimed it was interested in preserving localism, its participation in politicizing a regulatory transfer is going to do more damage to those assets.

“My view of America is very positive,“ he said. “I wasn’t born here and I’m a proud immigrant and I love this country and I love it for all the opportunities it presents and everything that’s been given to me.”  

The process threatens his faith in the American way, Kim said. “The worst thing it’s done is it almost has me questioning the fairness of the American system. This shouldn’t happen in America. It’s un-American,” Kim said.

Kim said that even after the deal ends, he’ll try to get answers to his questions about this process.

“I’m an industry veteran and I’m looking at this and asking why,” Kim said. “We will not stop until we figure out why.”

The U.S. Court of Appeals for the D.C. Circuit has denied Standard General’s petition asking the court to force the FCC to vote on its proposed acquisition of Tegna before its financing expires on May 22.

Standard General reached its agreement to buy Tegna in February of 2022 and the review by the Media Bureau of the Federal Communications Commission has stretched out for more than a year. On February 24, the bureau designated the transaction be reviewed by an administrative law judge, a process likely to take several more months.

Tegna owns 64 TV stations in 51 U.S. markets and agreed to be acquired by Standard General for $8.6 billion including debt. Tegna also owns multicast networks True Crime Network, Twist and Quest and advanced advertising company Premion.

If the review goes past May 22, when financing for the deal expires, the deal expires with it, Standard General founder and managing partner Soo Kim said.

In its filings, Standard General has said that sending the deal to an administrative law judge unconstitutionally kills the deal without the FCC actually ruling on its application to have the Tegna station licenses transferred to Standard General. 

But the D.C. Circuit ruled Standard General did not demonstrate the FCC “has unreasonably delayed in acting on their applications.” Standard General also did not show that the FCC had a “crystal clear” duty to rule on the application without resort to a hearing, the court ruled.

Observers agreed the ruling probably means the deal won’t close. Tegna shares fell 3% to $16.50 in midday trading Friday.

“While there may be various appeals and while the Administrative Law Judge proceeding is moving forward, we view the matter as largely closed, as none of those routes are likely to result in the transaction being approved before the May 22 deadline for the financing commitments,” noted former FCC chief of staff Blair Levin, who is now policy adviser to New Street Research.

“As expected, the D.C. Circuit found no merit in Standard General's effort to get an order directing the FCC to ditch its hearing process in the Tegna matter,” said Andrew Jay Schwartzman, noted communications attorney who represents The NewsGuild-CWA and NABET-CWA, which opposed the deal.

Added Schwartzman: “Standard General's desperate attempt to salvage its Tegna deal never had a chance. It didn’t take long for the D.C. Circuit to toss out each of the two cases it filed. This should be the end of the road; Standard General says that it can't extend its financing beyond May 22, and the FCC cannot possibly complete its ongoing hearing by then.”

Opposition to the deal centered on potential newsroom job losses at Tegna stations and higher retransmission rates that would lead to higher cable bills. 

"Throughout this process, we’ve been consistent in our ask to be treated equally: that this transaction and the parties to it should be treated fairly, applying the same precedent and procedural norms given to past deals," Standard General said in a statement. 

"If the Commission has concerns with the deal, it can transparently share them with Standard General, instead of effectively rejecting our application without ever even having to give any reason by extending the ALJ process into 2024 — far past the May 22, 2023 date when funding for the deal expires. At any point, however, between now and May 22nd,  the FCC has the ability to override the Media Bureau’s deeply flawed Hearing Designation Order and bring this deal to a vote. We urge the FCC to treat this matter fairly and hold that vote — all applicants deserve a timely answer,” Standard General said.

Looking to try and give the FCC some way to "yes" on their planned merger, Standard General and Tegna have added what they said are "unprecedented" commitments to the unions--TNG-NABET--attempting to block it at the commission.

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February 2022 for $8.6 billion including debt. It also owns multicast networks True Crime Network, Twist and Quest and advanced-advertising company Premion.

While the companies have already said they have no plans for layoffs, they have now committed to no newsroom layoffs for at least three years, up from the two years over which they had already pledged not to have "headcount" reductions in their newsrooms.

Also: Standard General Pledges No Newsroom Layoffs for at least Two Years

In addition, they pledged to boost local news budgets and hours by "an average" of 20% across Tegna stations within three years of the deal's closing, pointing out that Tegna has already been doing that to the tune of 11,000 hours per year.

But wait, there's more. They said they would put $5 million per year over three years--which seems to be the magic commitment numbe--in a local news grant fund to "support an environment where local journalism can grow, not just at the TEGNA stations, but more broadly."

Lastly there is a union-specific commitment via "various non-disparagement policies."

After vetting the deal for most of a year, including several requests for documents, the FCC has designated the deal for hearing before an administrative law judge (ALJ) over issues of potential job losses and retransmission consent fee increases.

Such a designation has historically been a deal-killer and the companies argue that us just what the FCC was trying to do, and have taken it to court.

On Dec. 16, 2022, Standard General told the FCC that it would not try to apply retransmission consent agreements currently in place between Standard General's Cox Media Group TV stations and Tegna stations (so-called "after-acquired clauses"). MVPD critics have pointed to the potential of those clauses meaning they would have to start shelling out more for Tegna stations.

Then on Dec. 22, Standard General told the FCC that, to address concerns about newsroom cutbacks, concerns Standard General has said were unfounded, it would pledge "not to conduct any journalism or newsroom staffing layoffs" for at least two years and would recognize the labor unions with current collective bargaining agreements with Tegna.

Then on Dec. 23, Standard General, which was clearly hoping to get the FCC to make a decision ASAP after months of vetting, said it would agree to all of the retransmission consent-related conditions that NCTA-the Internet & Television Association had wanted for as long as it owned Tegna.

The FCC still designated the deal for hearing said there were concerns that needed further vetting by the ALJ

The commission is now on day 309 of its informal 180-day shot clock on reviewing proposed mergers.

An attorney working for the unions had no comment on the new proposed commitments. 

“We are happy to be entering into this agreement with Standard General to support its pending acquisition of TEGNA,” said IATSE International President Matt Loeb in a statement provided by Standard General. “Standard General’s additional commitments confirm the Company’s dedication to protecting jobs while focusing on industry growth and expanding diversity of ownership in the media.”

Standard General and Tegna filed their reply brief asking the U.S. Court of Appeals for the D.C. Circuit to force the Federal Communications Commission to rule in their proposed merger before financing expires on May 22, effectively killing the deal.

The FCC and its Media Bureau have been examining the deal since last February, an unprecedentedly lengthy review and twice as long as the FCC’s guidelines. 

In February, the Media Bureau designated that the deal be sent for a hearing by an administrative law judge, a process likely to take many more months. Standard General maintains that decision improperly doomed the deal before a vote by the FCC.

Standard General appealed to the court, and part of its procedural argument was dismissed. 

Opponents of the transaction — The NewsGuild-CWA; the National Association of Broadcast Employees and Technicians-CWA; Common Cause; and the United Church of Christ, OC Inc. — and the FCC have filed their briefs in the case. Standard General and Tegna has an opportunity to reply before the case is decided.

Also Read: Standard General’s Soo Kim: FCC Hearing Designation Is Tegna Deal ‘Kill Shot’

In its filing, Standard General asks that the court grant its petition and a writ of mandamus ordering the commission to rule on the application by April 28.

“The FCC has shown that it is content to let the Media Bureau destroy this deal, a course that prevents significant gains for diversity and labor while needlessly depriving the public of the transaction’s innumerable benefits,” Soo Kim, founding partner of Standard General, said. 

“The transaction has been put under unprecedented scrutiny, and not once during its nearly year-long review did the Media Bureau raise concerns with the transaction — much less discuss with the transaction parties how such concerns might be addressed,“ Kim said. We continue to urge the Court to look at the facts and compel the FCC to follow its own procedural norms by putting the deal to a vote.” 

Unions and advocacy groups opposing the merger of Standard General and Tegna have filed their opposition to what they are characterizing as the companies’ last-ditch effort to save the proposed combination.

That opposition came in the form of a filing Tuesday (April 11) with the U.S. Court of Appeals for the D.C. Circuit by The NewsGuild-CWA; the National Association of Broadcast Employees and Technicians-CWA; Common Cause; and the United Church of Christ, OC Inc.

Standard General and Tegna had appealed the FCC Media Bureau's decision to designate their $8.6 billion deal for hearing before an administrative law judge (ALJ), a move that will extend the FCC’s review beyond a May 22 funding cut-off date. Such a designation is considered a death blow to proposed mergers.

But the FCC countered that the designation is not a final agency action — since it has not yet given the deal a thumbs-up or thumbs-down — so it’s not right for legal appeal.

If the court agrees with the FCC that the designation order is not a final action, the companies want the D.C. Circuit to then order the FCC to reach such an action (a so-called writ of mandamus) by April 28. The companies say the FCC’s inaction violates its duty to act on a license transfer request by ordering “an unlawful hearing” that unreasonably delays a final action and effectively denies the application as a result.

But in their opposition to the writ, the unions say Standard General and Tegna are essentially wrong on all counts.

“The question before the FCC is whether Standard General’s stewardship of publicly-owned spectrum will provide the public with the programming service to which it is entitled,” they said. “Examination of that question requires a hearing.”

They said that the May 22 deadline was an artificial construct, the FCC was fulfilling its duty by designating the hearing to gather further facts on “unresolved issues” and the agency has not unreasonably delayed its decision.

Not surprisingly, the FCC has also told the court that the Standard General-Tegna writ is off base.

“Under the Communications Act, if the FCC is unable to find that a transfer of a broadcast license would serve the public interest, or if it finds that substantial and material questions of fact are presented, it is required to refer the matter to a hearing,’ the FCC said, which was the case with the deal under consideration.

The FCC told the court that one of the reasons it wanted the hearing was evidence that the companies’ “plan to cut local station staffing and investment, including potential cuts to local journalism and newsroom staffing,” a plan the companies have repeatedly denied.

The FCC also cited the possibility that the deal structure would allow Standard General and Tegna to “artificially” raise retrans fees.

The National Association of Broadcasters has filed a brief in support of Standard General and Tegna’s effort to press the FCC for a decision. Some cable and satellite operators represented by the American Television Alliance (ATVA) have also asked the court for permission to weigh in in support of the FCC's hearing designation, saying that there is a “wealth of evidence in the record — much of it supplied by ATVA and its member companies — supporting the Bureau’s decision not to grant the Applicants without a hearing.”

Top Republicans on FCC oversight committees say the Federal Communications Commission’s Media Bureau decision to designate the Standard General-Tegna deal for hearing before an administrative law judge was unfair and a violation of a congressional charge to “promote competition and reduce regulation.”

They want the FCC to answer a host of questions related to the decision, importantly why the order was on delegated authority to the Media Bureau rather than the full commission, as well as “how retransmission-consent rates are a part of reviewing whether a license transfer is in the public interest” and how “labor relations are a part of reviewing whether a license transfer is in the public interest.”

Also Read: O’Rielly Says FCC Hearing Designation Skews Process

Those were both issues the Media Bureau said needed a hearing before the judge.

Sending the letter to FCC chair Jessica Rosenworcel were Sen. Ted Cruz (R-Tex.), ranking member of the Senate Commerce Committee, and Rep. Cathy McMorris Rodgers (R-Wash.), chair of the House Energy & Commerce Committee.

Hearing designations have historically been the death knell of proposed deals, which the legislators point out in arguing that was the FCC's goal in taking a step that would push an FCC decision on the deal past the May 22 financing deadline.

Also Read: Standard General Appeals FCC Decision

The legislators came armed with some stats, saying, “In the past 30 years, no broadcast license transfer has gone through the hearing process in less than 358 days (the average time is 799 days).”

Such a timeline would be a killer for most deals.

Cruz and Rodgers want answers by April 19.

Any experienced telecom practitioner can share the basic truth that from time to time the Federal Communications Commission (FCC) simply makes mistakes and occasionally even skirts outside the bounds of its legal authority. While generally well-meaning, the agency is not infallible and it can be overly aggressive to serve select agendas. 

To rectify this, there is a cherished right and longstanding practice that any party that has standing can challenge the commission to reconsider an action or petition the court to set aside a particular decision.  Sometimes these challenges have strong arguments and win; often, they do not. 

But what should concern everyone is when the FCC intentionally skews the process so much that objecting parties are procedurally prohibited from seeking any reasonable form of recourse.  A few weeks ago, the commission did just this.  By sidestepping the traditional determinative process, the agency’s staff, under newly found delegated authority, attempted to silently kill off the transfer of broadcast licenses between Tegna and Standard General. In essence, the highly-discredited and objectional procedure — known in FCC parlance as a Hearing Designation Order — attempts to send the application off on a slow boat to nowhere. Intentionally, this blatant process abuse likely will force parties to abandon their transaction without due process. If the commissioners themselves do not overturn this, which I have argued multiple times to allow delegated items to be brought before the full commission for a vote, I hope the court system will drop the red flag to restore fairness and justice.   

To understand the outrageousness of the HDO, it is important to consider the timing of its adoption.  While the commission moves glacially slow on so many matters, the transfer of licenses for broadcast television and radio stations tends to generate the strictest scrutiny and the longest delays. Applications involving media licenses can be delayed, bumping up against or exceeding the commission’s “aspirational” merger shot clock of 180 days. In the case of Tegna, the timeline has already stretched almost a full year. After multiple rounds of comment requests, the record was very complete, and it was essentially ready for a final decision. At the very last minute, the agency mic-drops the HDO under the guise of finding facts on select issues. 

Consider that if the agency wanted to explore the designated issues, it had almost an entire year to do so.  It previously publicly sought comment on applicants’ concessions for the very issues the HDO is supposedly exploring.  Further, knowing how critical timing was to applicants, it could have set a narrow but definitive window for the Administrative Law Judge (ALJ) to conduct her work.  Yet, it did neither. 

Having served at the commission for many years and having been involved in prior HDOs, the justification provided in this case is really fiction. It is common knowledge within the FCC and its  legal bar that the HDO process is a longstanding, bipartisan tool to kill transactions via the back door. It was that way under the commission of chairman Tom Wheeler, when it threatened to use it in the Comcast-Time Warner Cable application, and the same under the Ajit Pai commission’s use in the Sinclair Broadcast Group-Tribune Media proposed transaction.  The agency has an undefeated record of successfully executing HDOs, and in some cases merely suggesting its use to parties, to end mergers.  I refer to this process as a proverbial black hole as no entity ever escapes its clutches. To pretend an HDO in this instance is otherwise requires an immeasurable suspension of disbelief.

Critics of the merger may attack my views, suggesting I give no credence to the merits of their claims.  The truth is that the substance is given short shrift by the agency when it adopted the HDO. Had the commission used a legitimate process, it could have given the applicants direction to resolve or even adopt opponents’ positions with appropriate retransmission consent firewalls and exorbitant station budgets. Certainly, it’s not hard to craft strengthened concessions to sufficiently ameliorate the concerns raised, despite any personal objections I might have. And the agency could have set a time deadline for the hearing of 30 or 60 days, which could have worked for the applicants and their financiers. But the agency went silent, avoiding any communications over how to fix any perceived deficiencies in the application, and moved to launch an ALJ review without time limits.

FCC process reform has been a multidecade project for me, becoming a career priority, because I firmly believe that the American people expect government officials to be fair — in processes used and decisions made. Adoption of the HDO in the Tegna transaction is anything but.  Hopefully, this can be remedied before it’s too late, and certainly before the next time it is contemplated.   

One of Standard General’s appeals to get its acquisition of Tegna approved by the Federal Communications Commission before its financing expires on May 22 was dismissed Monday by a panel of judges from the U.S. Court of Appeals for the D.C. Circuit.

A decision by the FCC’s Media Bureau sending the matter for a hearing by an administrative law judge will stretch out the review of the deal beyond May 22, when financing for the deal expires, effectively killing the deal, according to Standard General.

Standard General had asked the court to treat the Media Bureau’s hearing designation as a final order that it could rule on, but the court instead granted an order to dismiss, deciding that an appeal filed after a bureau decision but before resolution by the full commission is subject to dismissal as incurably premature.

Also: Unions Oppose Expedited Court Review of FCC’s Standard General-Tegna Decision

Still pending is Standard General’s mandamus request that the court require the FCC to approve the transfer of Tegna’s TV station licenses to Standard General.

The court has put the request on an expedited schedule and a decision could come after opponents of the deal submit briefs on April 11 and Standard General’s reply is filed on April 14.

“We think this appeal is also a significant uphill climb for Standard General,” said former FCC chief of staff Blair Levin, now policy adviser to New Street Research. “We understand that the panel that will rule on this motion is the same one that ruled on the previous motion, which adds to the uphill slope for Standard General.”

Levin adds that “if Standard General loses, we think that will be the end.” 

Standard General could appeal to the full Court of Appeals and or to the Supreme Court “but either route is exceedingly unlikely to succeed,” Levin said.

Opponents of the Standard General-Tegna (SG-Tegna) merger say the companies’ application for “emergency” expedited court review of the Federal Communications Commission’s designation of the deal to a hearing before an administrative law judge should be rejected.

Standard General and Tegna want the court to rule within a month.

In opposition to an expedited court review of the FCC decision filed with the U.S. Court of Appeals for the D.C. Circuit, The NewsGuild, the National Association of Broadcast Employees and Technicians-CWA, United Church of Christ and Common Cause, told the court that the designation is not an appealable final order.

Also Read: Democratic Adviser Rips Into FCC’s Standard General-Tegna Order

They also said that SG-Tegna’s claim that the expedited hearing is necessitated by the May 22 deadline for financing the deal is a privately negotiated deadline that does not justify “circumventing the FCC’s process for deciding whether the deal serves the public interest.”

The FCC’s Media Bureau, after most of a year of vetting, said the hearing was necessary because of ongoing questions about the deal’s impact on local news and retrans fees. And while SG-Tegna said the nearly year-long review was an egregious delay — the FCC has an informal 180-day shot clock on deal reviews — the FCC had conducted a “reasonable and timely process.” 

Late Wednesday, the court asked Standard General-Tegna to respond to the unions' argument by noon Thursday (March 30).▪️

The FCC’s Media Bureau, with the backing of its Democratic chair, is at odds with the Biden administration's efforts to promote diversity, equity and inclusion said Cedric Richmond, senior adviser to the Democratic National Committee and former senior adviser to President Joe Biden.

In an op-ed in the Baltimore Sun Wednesday (March 29), Richmond lambasted the Federal Communications Commission for designating Standard General’s $8.6 billion acquisiton of station group Tegna for hearing, saying that to do so was "cav[ing] to special interests who have sought to pit minority groups against each other in an effort to block one of the biggest opportunities in history to advance media ownership diversity in our country."

Also Read: Standard General, Tegna Ask Court to Review FCC Order

A hearing designation is essentially a death sentence for the transaction because it pushes an FCC decision beyond the May 22 cutoff date for the deal’s funding.

Standard General’s general partner is Soo Kim, a Korean immigrant, and the CEO of Standard Media, which would be in charge of Tegna stations, is Deb McDermott.

Richmond also said the deal is an opportunity to help make the people producing the news as diverse as the audience, calling McDermott “an historic addition to the field — bringing female leadership to a traditionally male-dominated industry.”

McDermott has already been running stations, but this would expand her purview by Tegna's 50-plus stations.

“It’s an exciting opportunity,” Richmond wrote. “But rather than celebrating this thrilling moment, deal critics have resorted to the ugliest of rhetoric. One opponent publicly said this deal ‘does not promote ownership diversity as it is understood by the public-interest and civil-rights community.’ The clear implication is that this person mistakenly believes that the civil rights community does not view Asian-Americans as contributing to diversity. That sentiment echoes the divide and conquer tactics that have long been used by defenders of the status quo. Minority communities must not be pitted against each other in this way.”

Added Richmond: “The FCC’s failure to seize this opportunity to advance minority media ownership is beyond disappointing. From day one, the Biden-Harris administration has taken bold action to enhance diversity, equity and inclusion throughout government. Undermining the attempt by a minority business leader to acquire a major media property, and doing so in a way that is totally unprecedented, is, on its face, at odds with the administration’s approach and core values.”

Standard General and Tegna have taken the FCC to court over the Media Bureau hearing designation, arguing that it is an unconstitutional order. ■

Standard General said it filed a lawsuit asking a U.S. Appeals Court to order the Federal Communications Commission to reverse a decision by its Media Bureau to extend the review of its acquisition of Tegna and to instruct the commission to approve the deal.

Standard General agreed to buy Tegna last February and the regulatory review process has been unusually lengthy, stretching out more than a year. Most recently the FCC’s Media Bureau sent the review to an administrative judge for a hearing, which would not be completed until after Standard General’s financing expires on May 22, effectively killing the deal.

Standard General previously appealed the Media Bureau's action to the full FCC. 

Also Read: Standard General’s Soo Kim: FCC Hearing Designation Is Tegna Deal ‘Kill Shot’

“That superficially procedural directive (the Hearing Order) is in substance a denial of the broadcasters’ license-transfer applications,” Standard General said in its filings. “And by refusing to countermand the Media Bureau’s action — despite the broadcasters’ urgent requests — the FCC has embraced that de facto denial as its own. The Commission will thus derail the deal without having  to justify that denial and back it up with substantial record evidence.”

Also Read: Standard General’s Legal Moves Unlikely To Rescue Tegna Deal, Former FCC Lawyer Says

Standard General argues the FCC’s action is unlawful for numerous reasons, and the broadcasters have promptly sought review by the U.S. Court of Appeals for the D.C. Circuit.

The company has argued that the objections to the deal — possible increased retransmission fees and potential newsroom job cuts — are outside the FCC’s jurisdiction when it comes to approving a license transfer.

Standard General has nonetheless pledged not to raise retrans fees or lay off staff.

Sending the review to an administrative judge not under the direct control of the president is unconstitutional, Standard General has argued.

The merger would create the largest minority-owned, woman-led broadcaster, which Standard General argues is in the public interest. 

While some argue that the Media Bureau designation of the review for a hearing by an administrative law judge is not a final decision, so not appealable, the suit, instead, positions the February 24 designation as an FCC order “denying their applications to transfer station licenses.”

“The hearing ordered by the Media Bureau pursuant to delegated authority is unconstitutional and otherwise unlawful on multiple grounds, and its purpose and effect is to deny the applications,” Standard General and Tegna told the court.

Bottom line, the merger partners said: “The Hearing Order is a final denial warranting this Court’s review.” ■ 

Soo Kim, managing partner of Standard General, took to the online op-ed pages of Newsweek to accuse the Federal Communications Commission of an “unaccountable power grab.”

Kim was referring to the decision by the FCC’s Media Bureau to designate Standard General’s $8.6 billion deal to purchase Tegna TV stations and other assets to an FCC administrative law judge, a move that traditionally has resulted in such deals being abandoned.

Standard General has appealed that decision.

The FCC has yet to vote up or down on the merger proposal, so there is no final decision that could be appealed to the courts, leaving Standard General to essentially twist in the wind as it approaches a May deadline for getting the deal done after it spent most of a year trying.

Kim said that the decision to refer the deal to the ALJ was not a procedural step, but instead a “carefully aimed kill-shot designed to evade a formal vote by the commissioners, as well as potential oversight by Congress or the courts.”

Standard General has been trying to acquire Tegna’s 64 TV stations and other assets for most of a year, but the Media Bureau said that for the FCC to vet the deal according to the public interest, the ALJ needs to weigh in on “material concerns in the record related to how the proposed transaction could artificially raise prices for consumers and result in job losses.”

While the Justice Department or Federal Trade Commission vet deals for antitrust issues, the FCC gets to look beyond that to a deal’s impact on the public interest, a broad standard that is open to interpretation — and abuse, Kim suggests.

“They claim the ALJ needs to review additional evidence related to potential impacts on jobs and consumer prices,” he wrote. “Yet the parties have already turned over millions of pages of evidence, sat through hours of depositions, responded to all comments and inquiries of fact and law and offered concrete commitments to address these very issues. Not to mention the fact that jobs and pricing are not technically issues that fall under the Media Bureau's jurisdiction (and the DOJ, which does have authority to act allowed the review period to expire without challenge).”

FCC critics have argued the regulator is doing an end run on due process by failing to come to an appealable vote by the full commission. Kim definitely is in that camp. “By arbitrarily defining ‘public interest,’ the Media Bureau — an office within the FCC bureaucracy — has effectively made itself judge and jury,” Kim said. “This issue merits broader public attention and scrutiny. Because if this outcome stands, it is impossible to know where it ends.” ■

Standard General, Tegna and Cox Media Group on Friday formally filed an application asking the Federal Communications Commission to review its Media Bureau’s decision to have a administrative law judge hold a hearing on Standard General’s pending acquisition of Tegna.

Standard General agreed to acquire Tegna more than a year ago and the transaction has been stuck in regulatory review ever since. Standard General and Tegna argue that further delay will unlawfully kill the deal, as its financing runs out on May 22.

“Today, we filed a formal Application for Review with the FCC regarding the Media Bureau’s hearing designation order, which threatens to torpedo our effort to build a company that will expand investment in local news, protect local news jobs and create the nation’s largest ever minority-owned, female-led broadcast television company,” Standard General said in a statement. 

Also Read: Tegna Stock Plunges After FCC Sends Standard General Deal to Judge

“As we have made clear previously, our applications comply with all FCC rules and deserve a vote by the FCC commissioners, which any three commissioners can request,“ Standard General said. “Instead, the Media Bureau’s order is endangering those public-interest benefits through a transparent effort to exercise an unlawful, unprecedented and indefensible pocket veto.” 

In their petition, Standard General and Tegna have argued the transaction will created a minority-owned company and expand local reporting and programming.

The Media Bureau action “is not only unnecessary and unfair — it is unlawful,“ the petition reads. “The Communications Act, the Commission’s rules, and an unbroken chain of precedent require grant of the applications. The Commission has a clear obligation to intervene to prevent the Media Bureau’s disparate treatment of the applications from depriving the public of substantial benefits of the transactions while damaging both Tegna and the entire broadcast industry’s future access to investment capital and financing, all to the great harm of the public.”

Standard and General also argued that contract to the Media Bureau’s finding that there were substantial and material question of fact, “challengers failed to present any competent evidence creating a substantial and material question on any relevant fact at issue.”

The petition also asserts the Media Bureau cannot use the potential for increased retransmission consent fees or the loss of journalists’ jobs as criteria to deny approval. 

Standard General has pledged not to increase retrans fees or cut newsroom jobs as part of the review process.

According to the petition, it is also unconstitutional to send the deal to an administrative law judge who cannot be removed by the president.

 “Time is of the essence,” the petition said. “As set forth in documents applicants filed with the Media Bureau, the ‘Final Extension Date’ of the Standard General-Tegna merger agreement is May 22, 2023. That deadline will pass long before a full evidentiary hearing could be completed, and applicants have no ability to extend that deadline. 

“If the Commission fails to grant the Applications before that date, the financing obligations of more than a dozen lenders helping to fund the transactions will expire as well,” Standard General continued. “The hearing designation order in effect denies the applications without basis and without due process. The Commission should swiftly correct that overreach. If the Commission has not done so by 5:00 p.m. on March 27, applicants will have no choice but to seek judicial relief.” ■

While a couple of powerful unions have fought hard against the Standard General-Tegna merger, the fate of which is currently in the hands of an administrative law judge (ALJ), one local chapter of the International Union of Operating Engineers is a big backer of the transaction.

In a letter to the Federal Communications Commission, Edward Curly, business manager of Local 501 of the IOUE, representing workers in Southern California and Southern Nevada, said Standard General and managing partner Soo Kim have been big supporters of organized labor and he expects no less from the merged companies. Kim has also said the company has had good relationships with unions.

Standard Media CEO Deb McDermott has said that her company does not intend to reduce station-level staffing or news staffing following the transaction.

“It is our strong opinion that Standard General will continue to bring its cooperative approach with organized labor to Tegna,” Curly said. “If Soo says he is serious about something and makes a commitment, he follows through on it.”

Standard General agreed to acquire Tegna in an $8.6 billion deal that includes the assumption of $3.2 billion in debt. Apollo Global Management (AGM) is providing some of the funding for the deal. AGM controls Cox Media Group (CMG), which will own some of the Tegna stations if the deal is approved.

Petitions to deny were filed by The NewsGuild-CWA and the National Association of Broadcast Employees and Technicians (NABET)-CWA. 

The FCC’s Media Bureau. which had been vetting the deal, said that it could not conclude the merger was in the public interests without designating it for a hearing before the judge over issues of retrans fee increases and possible job losses and their impact on local news and information. ■

Labor unions that opposed the Standard General-Tegna merger have told the FCC that it should not review a Media Bureau decision to refer the deal to an administrative law judge over agency questions about the deal's impact on retransmission consent and localism.

That came in a petition filed Thursday (March 9) by NABET-CWA and The NewsGuild, which oppose the merger. The petition opposes the application for full commission review, in which Standard General and Tegna argued that delaying an FCC decision on their deal via the ALJ hearing would essentially kill it.

The merger agreement has a May 22 deadline, with no ability to extend that deadline, the companies have told the FCC, saying that the hearing designation is tantamount to a lack of due process, which raises a constitutional issue.

Their application for full commission review also questions the reasons the FCC cited for not being able to conclude the deal was in the public interest absent that ALJ hearing.

Such hearings are traditionally seen as a way for the FCC to kill a deal, or at least prompt the parties to kill it themselves.

In the unions’ petition opposing the review, CWA et al. said that the FCC is guided by the public-interest standard, not whether private parties have financing issues, issues the agency is under no obligation to accommodate.

The reason the deal is going to a hearing, CWA argued, as well as the reason that the deal can't be completed by May 22, is that it is a “uniquely complicated’ series of transactions for which the merger partners failed to provide documentation sufficient to support the grant of their application.

That is a reference to the FCC’s multiple requests for additional information. CWA dismisses the constitutional issue as outside of the certification argument, adding that the argument was not plausible, much less convincing.

The FCC has spent most of a year reviewing the deal, currently on day 309 of its informal 180-day shot clock.

Standard General agreed to acquire Tegna in an $8.6 billion deal that includes the assumption of $3.2 billion in debt. Apollo Global Management (AGM) is providing some of the funding for the deal. AGM controls Cox Media Group, which will own some of the Tegna stations if the deal is approved.

Petitions to deny were filed by The NewsGuild and the National Association of Broadcast Employees and Technicians (NABET)-CWA. ■

Hazel Dukes, president of the NAACP New York State Conference and former NAACP national president, has joined a growing chorus of critics of the FCC Media Bureau’s decision to designate Standard General’s proposed $8.6 billion acquisition of Tegna for hearing. 

Dukes wrote FCC chair Jessica Rosenworcel to express her displeasure with the decision to put the merger before an administrative law judge, a move that delays any decision and historically can kill a deal. In her letter, she called for a speedy adjudication, then a full commission vote.

Dukes pointed out that her voice was just one of many in the diversity community who’ve weighed to support the deal. Others, she pointed out, include Congressional Black Caucus chairman Rep. Steven Horsford (D-Nevada), Rainbow/PUSH Coalition founder Rev. Jesse Jackson and the Rev. Al Sharpton.

Dukes said the FCC had bowed to pressure by those suggesting that Standard General managing partner Soo Kim, who is Asian-American, is not “the right type of minority.” She said she was appalled by that type of incendiary language and blamed the characterization as a “deliberate and malicious” attempt to create a new regulatory hurdle for the deal.

Standard General has been trying to acquire Tegna’s 64 TV stations and other assets for most of a year, but the FCC’s Media Bureau said a judge needs to weigh in on “material concerns in the record related to how the proposed transaction could artificially raise prices for consumers and result in job losses.”

Standard General agreed to acquire Tegna in an $8.6 billion deal that includes the assumption of $3.2 billion in debt. Apollo Global Management (AGM) is providing some of the funding for the deal. AGM controls Cox Media Group, which will own some of the Tegna stations if the deal is approved.

Petitions to deny were filed by The NewsGuild-CWA, the National Association of Broadcast Employees and Technicians (NABET)-CWA. ■

Standard General's latest legal maneuvers are “highly unlikely” to succeed in rescuing Standard General’s proposed acquisition of Tegna, which is close to being killed by a long regulatory review, according to former FCC chief of staff Blair Levin.

Nearly a year after Tegna agreed to be acquired, the Federal Communications Commission’s Media Bureau designated the deal to be sent to an administrative law judge for a hearing, a process unlikely to be completed before Standard General’s financing agreements expire on May 22.

Levin, now policy adviser to New Street Research, noted that the deal must now go through several decision-makers. 

He said there is no deadline by which an administrative law judge is required to make a ruling. If the judge does not make a timely ruling, the matter would go to the full FCC.

Levin predicted FCC chair Jessica Rosenworcel is unlikely to bring the matter to a commission vote. That would lead Standard General and Tegna to file an extraordinary writ in a U.S. District Court.

If there were an FCC vote as the companies have sought, Levin said, it would likely be a 2-2 tie, “leaving the matter in limbo, with the parties again filing an extraordinary writ with the District Court.”  

What happens in federal court? Levin figures the court wouldn’t get the matter until April. That close to the deal’s expiration, the court could decide any decision would be irrelevant and, without a decision from the FCC, it could decide the case is not ripe for judicial review, Levin said.

If the court decided to rule on the merits, “even if the court agrees with the legal arguments in [Standard General and Tegna’s] petition, it cannot compel the FCC to approve the license transfer.”

The next step would be the U.S. Court of Appeals, but Levin said he is dubious the case would get there before the deal’s financing expires.

But even if the appeals court took the case and ruled in favor of Standard General and Tegna, the appeals court can’t force the FCC to transfer a license, Levin said. “The matter would have to return to the FCC, where again, the chair controls the timing.” ■

Standard General, Tegna and Cox Media Group have signaled Friday that they are filing a motion with the FCC asking that the full commission review an order by the Media Bureau designating that an administrative law judge should hold a hearing on Standard General’s proposed acquisition of Tegna.

Standard General and Tegna argue that the delay caused by the hearing would kill the deal before a ruling could be made. 

The motion raises constitutional issues in the case as well questions about whether the Federal Communications Commission has jurisdiction to bar a transaction for the reasons cited by the Media Bureau.

Standard General agreed to acquire Tegna more than a year ago and the review of the transaction has been much longer than the FCC’s usual procedure.

“Time is of the essence,“ the motion says. “As set forth in the documents filed with the Media Bureau and  as has been publicly announced, the ‘Final Extension Date’ of the Standard General-Tegna merger agreement is May 22, 2023. That deadline will come and go long before a full evidentiary hearing could be completed. 

“The Applicants have no ability to extend that deadline. If the FCC fails to grant the Applications before that date, the financing obligations of more than a dozen lenders helping to fund the transactions will expire as well. The Media Bureau’s decision to issue the HDO is therefore not just tantamount to denying the transactions at issue in this proceeding without having to reach a decision on the merits, it is absolutely a denial without due process.”

The motion questions whether the constitution allows an administrative law judge to make decisions regarding the merger. It argues that the separation of powers is being violated because the president cannot fire the judge.

It also questions whether or not the possibility that the merger could result in either higher prices because of rising retrans fees or the elimination of newsroom jobs violated the public-interest standard. (Standard General has pledged not to raise rates or fire staffers.)

“The full Commission has never suggested that a reduction in a station’s staff is contrary to the public interest if conducted in a nondiscriminatory manner. Nor does the Commission possess statutory authority to do so,” the motion argues.

The motion notes that objections to the merger are coming mainly from two sets of petitioners — The NewsGuild-CWA and Common Cause — and argues that the Media Bureau hasn’t given appropriate weight to the 40 parties that have filed in support of the public interest benefits of the transaction.

The Media Bureau procedures have also been criticized by two of the four sitting commissioners, former chairman Mark Fowler, former commissioner Michael O’Rielly, and the president and CEO of the National Association of Broadcasters, according to the motion.

“The Media Bureau’s deviation from established Commission practices clearly warrants the Commission’s intervention and correction, and at least presents multiple substantial disputes that the full Commission must resolve immediately,” the motion says. ■

There are definite rumblings inside the Beltway that the current FCC may have teed up a constitutional challenge to the long-standing public-interest standard for determining whether to approve or reject a broadcast merger.

The potential flashpoint was the FCC Media Bureau’s decision to designate the Standard General-Tegna merger proposal for hearing before an administrative law judge, a delay that often is a death knell for deals.

One obstacle to a court challenge based on the designation would be if the parties folded their tents before that hearing, which would mean there was no final Federal Communications Commission decision to challenge.

While the Justice Department or Federal Trade Commission review mergers based on antitrust issues, the Communications Act instructs the commission to go beyond strict competition issues to consider the deal’s impact on “the public interest, convenience and necessity.’

National Association of Broadcasters president Curtis LeGeyt and CEO, reacting to the FCC decision signaled something was definitely wrong with a standard that allows the FCC to extract concessions, whether or not they are within its expertise or mandate. 

Also: NAB Alarmed By FCC Hearing Designation

“It is time for Congress to define the ‘public interest’ for the purpose of FCC merger review,” LeGeyt said.

The FCC’s Media Bureau said it could not conclude that the deal was in the public interest and was designating it for hearing because: ‘(1) the Transactions are structured in a way that is likely to trigger a rate increase harmful to consumers, as a result of contractual clauses that take immediate effect after the consummation of the Transactions, and (2) the Transactions will reduce or impair localism, including whether they will result in labor reductions at local stations.”

That comes after months of reviewing the deal and getting additional documents from the companies as well as pledges to retain jobs, promote localism, and remain squarely within the FCC’s rules on retransmission negotiations.

While LeGeyt was looking to Congress for help with what NAB sees as the standard’s imprecision, former Republican FCC chairman Mark Fowler said it might be time to test the standard in federal court.

“This decision starkly illustrates the shockingly unconstitutional application of the ‘public interest, convenience and necessity’ standard by a runaway commission,” he told B+C. “The commission has applied the standard in an unprecedented, unconstitutional way by modifying the intended purpose of the statute to its customized purpose.

“[A]fter over 300 days of inactivity, the agency kills this major business transaction by ordering a lengthy evidentiary hearing on its ‘concerns’ — concerns which had been satisfied,” Fowler said. “The hearing is overkill on two simple issues that could have been addressed with conditions. The hearing assures that the transaction will fail to close by the contract closing date, triggering a $130 million breakup fee.

“This case also perfectly tees up a broader issue: Is the public interest standard constitutional today, if ever it was?“ he asked. “A statute can be declared unconstitutional if it is impermissibly vague or overbroad, either in a specific case or generally, depending.”

Fowler said that if “the public interest,” the “public convenience” and “the public necessity” simply means what three of five political appointees say it means, that is a case of runaway regulation, unfairness and unpredictability, opening the statute up to a constitutional challenge.

Andrew Schwartzman, veteran public-interest communications attorney and counsel to one of the deal's opponents, disagreed that the standard is ripe for review. “There is 90 years of jurisprudence supporting the FCC’s ability to employ the public-interest standard and to use it to embrace new technologies and changed circumstances,” he said. ■

Curtis LeGeyt, CEO of the National Association of Broadcasters, expressed alarm at the “needlessly prolonged” regulatory review of Standard General’s proposed acquisition of Tegna.

After more than a year, the FCC’s Media Bureau referred the transaction to an administrative law judge, a move that will delay potential approval of the deal and possibly kill it.

The news sent Tegna's stock plunging on Monday. 

"NAB is alarmed by the FCC Media Bureau’s decision to designate for hearing the Standard General-TEGNA merger after a needlessly prolonged process and on the basis of issues outside the Commission’s purview,” LeGeyt said in a statement.

Also: Standard General Wants Full FCC Vote on Delayed Tegna Acquisition

“While NAB takes no position on the merits of the transaction, nothing about the hearing designation required substantially exceeding the FCC’s self-imposed 180-day shot clock. The long delay, and now hearing designation, will likely lead to job losses and other damaging cost-cutting measures by the local stations involved to account for the extreme expense of managing the FCC's unwieldy process,” he said.

LeGeyt said the way the Standard General-Tegna review is playing out raises questions about the FCC’s role in reviewing transactions.

“It is clear the Commission’s shot clock is an illusion, and NAB urges Congress to consider codifying it in law rather than relying on the FCC's current voluntary commitment,” he said. “ Further, it is inappropriate for the bureau staff, without the input of the commissioners, to designate a major transaction for hearing. This process deprives the commissioners, who are nominated by the president and confirmed by the Senate, the opportunity to participate in decisions of this magnitude, and leaves the parties to the transaction with no practical legal recourse.”

LeGeyt also said the FCC’s public interest standard needs to be better defined.

“It is time for Congress to define the 'public interest' for the purpose of FCC merger review. Rather than simply ensure that a given transaction complies with the FCC's rules — and thus would presumably be in the public interest — the current standard has been interpreted to permit the Commission to extract ad hoc concessions whether or not they fall within the FCC's expertise or mandate,” he said. ■

Standard General, whose proposed $8.6 billion acquisition of Tegna has been tied up in a review by the Federal Communications Commission for more than a year, is calling on the full agency to vote on approving the transaction immediately rather than delaying it further.

The FCC’s Media Bureau on Friday designated the deal to be reviewed by an administrative law judge, a process that would delay the potential approval of the deal further. The commission has only four members, divided between Democrats and Republicans, while appointee Gigi Sohn’s nomination is weighing in the Senate, and chair Jessica Rosenworcel has said there is a need for “closer review to ensure that this transaction does not anticompetitively raise prices or put jobs in local newsrooms at risk.” Those factors will make it difficult for the merging companies to obtain an affirmative vote by the full commission.

Standard General said the Media Bureau’s action is tantamount to denying the transaction by initiating a lengthy process that would extend well beyond the transaction’s Final Extension Date of May 22, 2023.

Also: Tegna ‘Evaluating Options’ as FCC Sends Standard General Deal to Judge

“A decision delayed is a decision denied,” Soo Kim, managing partner of Standard General, said. “Our proposed transaction is consistent with all FCC regulations and precedent. It is bolstered by a voluntary commitment to invest in local news, preserve newsroom jobs, and address purported concerns related to consumer pricing. But rather than rule on the transaction’s merits, as the law requires, the Media Bureau is attempting to scuttle the deal by ordering a wholly unnecessary hearing process, that if left standing by the Commission, would kill the deal.”

Also: Tegna Stock Plunges After FCC Sends Standard General Deal to Judge

Standard General noted that the Media Bureau has approved other recent broadcast transactions, even when they required special FCC actions.

The main objections to the deal, as made by unions and cable companies, are that it would raise prices for consumers and result in newsroom layoffs. 

Standard General has pledged to renew retransmission-consent deals at their current rates and promised not to fire news staffers. It has also gotten support from numerous civil-rights organizations, legislators and labor and minority media groups.

“The unavoidable implication is that this particular transaction may be scuttled not due to substantive or evidence-based concerns, but rather by the Media Bureau’s unexplained view that Standard General simply should not be allowed to own these television stations and that any future applicant to acquire Tegna or any other TV station group must meet the test of being acceptable to the Media Bureau in its sole, absolute and unreviewable discretion," Kim said. “This precedent, if allowed to stand unchallenged, will turn the ‘Public Interest’ standard on its head by restricting investment in and ownership of wide swaths of the economy to those deemed acceptable by regulators.” ■

Tegna said it is “currently evaluating its options” as its acquisition by Standard General continues to face regulatory review.

As part of its fourth-quarter earnings report, Tegna said today (February 27) its board agreed to extend the “outside date” of its merger agreement with Standard General to May 22. 

The company noted that waiting periods under the Hart-Scott-Rodino antitrust law have expired, but the closing of the transaction remains subject to approval by the Federal Communications Commission, which instead of approving the deal referred it to an administrative judge on Friday — a move that will at least extend the review, if not kill the deal.

Also Read: Tegna Stock Plunges After FCC Sends Standard General Deal to Judge

Standard General has not commented on the FCC’s action.

In the fourth quarter, Tegna’s net income jumped to $218.6 million or 97 cents a share, from $129.4 million, or 58 cents a share. 

Revenue rose 18.4% to $917 million.

Political revenue of $179 million was up 9% from 2018, the previous off-year election year, but down from the 2020 presidential year. Excluding political revenue, advertising and marketing services revenue was down $5 million, to $1.4 billion, because of the displacement of regular advertisers due to political advertising and macroeconomic headwinds.

Subscription revenue rose 4%, to $1.5 billion. ■

Tegna stock plunged 25% in after-hours trading after the Federal Communications Commission’s Media Bureau sent Standard General’s $8.6 billion agreement to buy Tegna to be reviewed by an administrative law judge.

The stock fell more than 22% to below 17 a share in early trading Monday. It closed at $17.71 a share, down $4.15 or 19%

The FCC's action— which extends an already lengthy regulatory review of the acquisition — was seen as a blow to the deal, making it less likely to be cleared and closed.

“The FCC’s move suggests that a deal for Tegna will break,” Wells Fargo analyst Steven Cahall said.

If Standard General withdraws its offer, Tegna is expected to get a $136 million break fee, Cahall notes.

Tegna said it is evaluating its options. Standard General hasn’t commented. 

Also: Standard General Says Change Will Be Good for Tegna

Standard General was offering $24 a share for Tegna. On Friday, after the FCC’s decision was rendered, Tegna stock dropped from 21.84 a share to $16.30. Cahall dropped his target price for Tegna shares from $24 to $20.

“As far as we could tell, the deal met typical FCC and DOJ requirements,” Cahall said. “However, politics can be a tricky thing.” He said it appeared that the FCC and Congress were concerned about the broadcaster being bought in a private-equity deal. 

“We think another buyer could emerge if it believed it had a stronger political argument and still meets regulatory requirements,” Cahall said. 

With the breakup fee and $300 million in cash on its balance sheet, Cahall also noted, Tegna could buy back a bunch of its own shares, helping to restore its stock price.

The FCC said it sent the deal to a judge rather than approving it because there were concerns the transaction could lead to higher prices for consumers and job losses, particularly in newsrooms. 

Those concerns were stoked by unions and cable operators.

Standard General made several pledges not to raise fees or fire staffers if the deal is approved.

“As part of the FCC’s mission, we are responsible for determining whether grant of the applications constituting this transaction serves the public interest,” FCC chair Jessica Rosenworcel said. “That’s why we’re asking for closer review to ensure that this transaction does not anti-competitively raise prices or put jobs in local newsrooms at risk.” ■

In a blow to the prospects for the Standard General-Tegna-Cox Media transaction, the FCC’s Media Bureau has designated the deal for hearing before an administrative law judge.

"[Chairwoman] Jessica Rosenworcel has just killed the deal, said one former top broadcast official at the news of the hearing designation.  That death knell also rang false for at least one former FCC chair.

Standard General has been trying to acquire Tegna’s 64 TV stations and other assets, but the Federal Communications Commission said the judge needs to weigh in on “material concerns in the record related to how the proposed transaction could artificially raise prices for consumers and result in job losses.”

“As part of the FCC’s mission, we are responsible for determining whether grant of the applications constituting this transaction serves the public interest,” FCC chair Jessica Rosenworcel said. “That’s why we’re asking for closer review to ensure that this transaction does not anti-competitively raise prices or put jobs in local newsrooms at risk.” 

If the designation does not kill the deal, as it has historically for other transactions, it definitely will delay any decision for months to come.

The FCC has made multiple requests for further documents from the companies related to jobs and retransmission consent fees, which are passed along by MVPDs to consumers.

Standard General agreed to acquire Tegna in an $8.6 billion deal that includes the assumption of $3.2 billion in debt. Apollo Global Management (AGM) is providing some of the funding for the deal. AGM controls Cox Media Group, which will own some of the Tegna stations if the deal is approved.

Petitions to deny were filed by The NewsGuild-CWA, the National Association of Broadcast Employees and Technicians (NABET)-CWA and Graham Media Holdings.

The FCC's Republican commissioners, Brendan Carr and Nathan Simington, were not supportive of the Media Bureau decision.

“Hundreds of local newspapers have shut down over the last few years alone. This trend is part of a broader decline in the investments necessary to sustain the journalists and reporters that are vital to communities across the country,” they said in a joint statement. “Many of the nation’s local TV stations are trying to step up and expand their newsgathering operations. At this moment, the FCC should be working to encourage more of the investment necessary for these local broadcasters to innovate and thrive. It does the opposite today. After a protracted, nearly yearlong review, the commission should be providing the parties with a decision on the merits — not an uncertain future.”

“Now that the FCC has designated the transaction for a hearing, do not expect an Administrative Law Judge to act quickly,” said Yosef Getachew, democracy program director for Common Cause, which opposes the merger. “An administrative proceeding is a long and drawn out process where the companies have the burden of proof to show that the transaction would not result in the potential harms outlined by the FCC. The best path forward now is for the companies to withdraw their deal. This proceeding should serve as a warning to private equity and hedge funds looking to make a quick buck by tearing down one of the key pillars in our democracy.” 

Former Republican FCC Chairman Mark Fowler tore into the FCC's hearing designation decision and minced no words in the process.

"I read the Standard/Tegna hearing designation order today," he told Broadcasting & Cable. "I haven't followed the Commission in years. Now I remember why. When you get out the 1980s Reagan high school yearbook and compare an old flame to the 2023 Facebook, it can be psychologically mutilating. Ditto this Commission order.

"The two issues designated for hearing smack of manufactured lies reminiscent of Soviet-style show trials -- followed by next-day executions. The purported reasons crudely interfere with the business judgments of the parties. The decision isn't a correct understanding of the marketplace. It is suffocating government, Moscow/Beijing 2023.

"[Some] commissioners speculate that bad things might happen from possible retransmission fee hikes and reductions in local news personnel and that they might be bad. (They also give fortune teller readings.)The order makes the public interest standard unrecognizable, like a 1934 antique slathered over with layer upon layer of regulatory paint. It reeks of the thick fog of the authoritarian ideology which hovers over today's FCC headquarters. 

The decision's ignorance of how business works is really the equivalent of fentanyl poisoning. It kills the transaction. Enjoy reading this Commission's order if you have nothing else to do that day. 

Kudos to dissenting [Republican] commissioners [Brendan] Carr and [Nathan] Simington."

■

As chairman and CEO of the Chamber of the Americas, I proudly support our organization’s mission to facilitate trade and investment that strengthens local economies and fosters a spirit of harmony, social and economic justice in the international community, creating a society for the greater good of all humanity. But none of this is possible without well-informed citizens.

Over the past two decades, there have been rapid changes in the way we get our news. From the increased social media presence to the closing of local newspapers across the country, the preservation of local news sources is imperative. Now more than ever, the future of local broadcast journalism depends on new strategies and investments to keep the industry functional and afloat.

Standard General’s pending acquisition of Tegna broadcast stations will give the industry exactly the boost it needs. Standard General has outlined a vision for the future of local news driven by its investment and modernization strategy in broadcast stations across the county. Standard General’s experienced leadership team has pledged to employ a decentralized approach to station management and allow each station manager to tailor news programming to best serve the community it covers. 

My work with the Hispanic community across the country and abroad has given me a front-row seat to the changing demographics of our society. Yet despite these changes, the broadcast industry is still lacking diverse representation at senior levels of leadership. Standard General’s CEO, Soo Kim, is a well-respected minority business leader who is committed to creating opportunities for minority communities and women leaders. 

Mr. Kim, a Korean immigrant and now a proud Asian-American, is a living example of the American dream. His commitment to enhancing diversity in broadcast news and media generally is absolute and a transformation the industry must make to stay relevant with minority consumers. Minority newsrooms, reporters, and owners will not only attract more diverse viewers, but also better ensure local news is more reflective of the increasingly diverse U.S. population and the needs of their local communities.

In 2020, Hispanics were the largest U.S. ethnic minority, making up 18.7% of the general population, but diversity in the media has failed to keep pace and evolve as America’s demographics rapidly diversify. Without adequate representation, both in newsrooms and television boardrooms, minority Americans are denied access to trusted journalism that is relevant to their lives and individual situations and coverage that is meaningful to them. And that’s a lot of people, as minorities of all kinds, but especially Hispanics, play an ever larger role in the U.S. society and economy.

Progress has been made since the early days of television, when broadcast journalists were almost exclusively white men, but minorities still don’t have full participation in television news. A 2022 study from Syracuse University estimated a total U.S. minority population of just under 40%, but found that minorities made up only 25.5% of the television news workforce. Standard General’s commitment to newsroom diversity can be a strong force for change at the Tegna stations. 

As I have dedicated my career to supporting minorities in business, I am proud to support minority leaders like Mr. Kim playing a larger role in an industry that is so important to the future of our communities. 

I urge the Federal Communications Commission to stand up for diversity in media and approve this transaction. It’s time to send a signal to minority media investors that times have changed and American media needs your passion, new ideas, and diverse perspectives to lead it into the future. ■

Standard General managing partner and chief investment officer Soo Kim said he remains confident the company’s $8.6 billion billion acquisition of Tegna will be approved and completed.

Speaking on a conference call with reporters following the closing of the Federal Communications Commission’s third comment period on the deal, Kim noted that other transactions have been approved in less than six months, while this regulatory review is now in its 11th month.

“This deal has been subjected to a deeper level of scrutiny than other recently approved major TV transactions, but we’re OK with that because we are confident of our strong track record, the public interest benefits of the transaction and that we have addressed every question that’s been raised during the process.”

The delay has cost Standard General money. It had to start paying Tegna a “ticking fee” when approval took longer than nine months. The fee will increase again if the deal takes longer than 12 months to pass muster. Soo said the merger agreement has an option to keep trying to close the deal if approval takes more than a year.

“We’re optimistic and obviously would prefer economically to get this done during the current ticking fee that’s in place today,” Kim said.

The deal has faced objections from NewsGuild members concerned about newsroom job losses, cable operators worried about fee hikes and competitors.  Standard General has made a series of pledges to quell their objections, but Sen. Elizabeth Warren (D-Mass) nonetheless asked the FCC to block the deal.

Also: Standard General, Comcast Strike Tegna Retrans Agreement

Soo said that Standard General has been in contact with the parties objecting to the deal.

“We’ve reached out to everyone,” Kim said, and told them “we hear your concerns. We’re happy to sit with you and tell you the actual facts, in cash someone might have read you our brief in a way that we think is not exactly ground in reality.”

He noted that while Standard Media has reached out to the NewsGuild, they have “not wanted to sit down with us.”

Soo said that at this point he’s optimistic that Standard General has met all the conditions to gain approval for the deal.

“This transaction is a win for employees, a win for local newsgathering, a win for the local broadcast ecosystem and, above all, a win for the communities our stations will serve,” he said. ■

Cable operators say various commitments made by Standard General to address their concerns about its deal to acquire station group Tegna need to be modified and expanded before the FCC considers signing off on the $8 billion-plus merger.

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February for $8.6 billion including debt. Tegna also owns multicast networks True Crime Network, Twist and Quest, as well as advanced advertising company Premion.

NCTA–The Internet & Television Association has signaled to the Federal Communications Commission in comments on those commitments that while Standard General was close to addressing NCTA’s concerns, it was not ready to hand out the cigars.

The FCC has been vetting the proposed transaction for most of a year. At the end of 2022, Standard General offered up commitments it hoped would finally seal the deal, saying, among other things, that it met “all of the conditions on the transaction requested by NCTA.”

But in its comments on those commitments, NCTA told the FCC that while it appreciated the move, it went only “toward resolving our members’ concerns” about the transaction and its “potential for information-sharing and coordination of retransmission consent negotiations,” signaling there was still work to do.

“Some of the conditions that they set out in their letter, however, do not accurately reflect the conditions we sought and appear intended to narrow the scope of the conditions,” NCTA said.

That narrowing, according to NCTA, included limiting information sharing to those involved in retrans agreements. NCTA said what it had asked for was sharing with those involved in the negotiations as well.

NCTA had six conditions back in June and has now resubmitted them in light of Standard General's proposals, with language ensuring its cable operator members get exactly what they are looking for in terms of retrans protections.

NCTA also wants the FCC to make previous Standard General commitments into enforceable conditions, and add another condition as insurance against any percieved attempt to do an end-around of any of those other terms.

That new condition reads: “Standard General and/or TEGNA and CMG [Cox Media Group] and/or [Apollo Global Management] are barred from doing indirectly (e.g., through employees or agents shared by Standard General and/or TEGNA and CMG and/or Apollo) what the preceding conditions directly prohibit.

Also: Deadlocked FCC Still Has Power to Block Standard General-Tegna Deal 

NCTA also wants clarification of a new Standard General proposal, which is that none of the conditions “require the parties to take any action” that would (a) prevent entry into ATSC 3.0 hosting or sharing agreements; (b) “restrict competition or limit the distribution of syndicated or other programming, such as TEGNA’s diginets”; or (c) “prohibit any party from reselling non-broadcast station products in any market or providing support services for producers of such products.”

NCTA said it is not clear what “non-broadcast station products” those are. It said the FCC needs to get that explained before NCTA or others could fully respond to the Standard General proposal.

On December 16, Standard General told the FCC it would not try to apply retransmission-consent agreements currently in place between Standard General’s Cox Media Group TV stations and Tegna stations (so-called after-acquired clauses). Multichannel video programming distributors (MVPDs) critical of the deal have pointed to the potential of those clauses as meaning they would have to start shelling out more for Tegna stations.

Then, on December 22, responding to concerns about newsroom cutbacks, Standard General pledged to the FCC “not to conduct any journalism or newsroom staffing layoffs” for at least two years, and said it would recognize the labor unions with current collective bargaining agreements with Tegna. Standard General has consistently said concerns about post-merger staff cuts at Tegna stations were unfounded.

On December 23, Standard General, which was clearly hoping to get the FCC to make a decision ASAP after months of vetting, said it would agree to all of the retransmission consent-related conditions NCTA had wanted for as long as it owned Tegna.

But the FCC sought comment on that latest proposal, with comments not due until later this month. The comment period could go even longer if the FCC agreed with NCTA that more comment was needed on the “non-broadcast station products issue.”

The FCC is currently on day 272 of its informal 180-day shot clock on reviewing proposed mergers, though it has more than occasionally honored that deadline in the breach rather than the observance. ▪️

Standard General managing partner Soo Kim has asked to meet with Sen. Elizabeth Warren (D-Mass.) after the legislator wrote to FCC chair Jessica Rosenworcel this week asking the regulator to block Standard General’s proposed purchase of Tegna assets for north of $8 billion.

The Federal Communications Commission is currently seeking comment on a number of pledges the companies have made to address anti-competitive concerns, but Warren told Rosenworcel that such conditions are “historically ineffective and should provide no comfort that these Wall Street firms will not engage in anticompetitive practices after the deal is completed.”

In a letter to Warren Friday (January 13), a copy of which was provided to Broadcasting+Cable, Kim said he wanted to meet with Warren to talk about her concerns, but in the interim said that the rationale for the deal is to create a stronger local broadcaster to compete with Big Tech and media “giants.”

Kim suggested that job cuts at Tegna were more likely if the deal doesn’t go through than if it does.

“Respectfully Senator, we would also ask you to consider the impact if this deal is blocked,” Kim wrote. “As an immediate effect, Tegna, as a publicly traded company, would be left subject to the intense pressure of the public markets to cut costs as the economy slows, ad spending shrinks and competition increases. The current economic climate has made announcements of media job cuts routine across the industry, including most recently at CNN, Gannett and The Washington Post.”

He also told Warren that blocking the deal would mean preventing the creation of the largest minority-owned and woman-led broadcaster in the country.

Kim is Asian-American and Standard Media is run by Deb McDermott.  

“If that fact means nothing to regulators in their public interest assessment — indeed, if the goalposts are moved to make approval far harder than any previously proposed transaction in this industry, it only diminishes the chances of other minority entrepreneurs entering this critically important space,”  he wrote.

Also: Standard General, Tegna Say Deal Opposition Is Legally Irrelevant

The commitments the FCC is currently vetting from Standard General include agreeing not to apply higher retrans rates to Tegna stations due to so-called “after-acquired” clauses that could otherwise raise Tegna retrans rates to those of Standard General stations and agreeing, as multichannel video programming distributors (MVPDs) had called for, not to enter into joint sales agreements (JSAs), shared services agreements (SSAs) or local marketing agreements (LMAs) between Tegna and Cox Media Group stations. (CMG parent Apollo Global Management is providing funding for the proposed merger and getting stations in a side deal.)

Standard General agreed to acquire Tegna in an $8.6 billion transaction that includes the assumption of $3.2 billion in debt. Apollo is providing some of the funding for the deal. 

Addressing critics concerned about the relationship with Apollo, Kim told Warren: “[C]ontrary to a common misperception, Standard General does not, in fact, own any stake in Cox Media Group (‘CMG’). Regardless, as a ‘belt-and-suspenders’ effort to address any conceivable concerns regarding Apollo’s role as one of the smaller sources of financing for the Tegna acquisition, we have fully committed to not enter any joint sales, shared services or mocal marketing agreements with CMG stations. This despite the fact that Tegna today could enter into just such contracts consistent with FCC rules and policies.”

Petitions to deny the deal were filed by unions The NewsGuild-CWA and the National Association of Broadcast Employees and Technicians (NABET)-CWA, as well as station group Graham Media Holdings.

The FCC is currently on day 267 of its informal 180-day shot clock for merger reviews. ■

Sen. Elizabeth Warren (D-Mass.) on Wednesday sent a letter to the Federal Communications Commission urging it to block Standard General’s proposed $8.6 billion acquisition of Tegna.

In her letter, Warren said “the parties themselves have acknowledged that this deal is likely to produce anticompetitive effects,” including higher prices, worker layoffs and collusion.

Warren added that the behavioral remedies Standard General has offered to address those concerns are “historically ineffective and should provide no comfort that these Wall Street firms will not engage in anticompetitive practices after the deal is completed.”

The acquisition has faced opposition from unions, cable operators and rival broadcasters.

Standard General has pointed out that it is a minority-owned company with women in important management positions. It has also pledged not to lay off newsroom staffers at the stations it buys and has said it will not leverage inherited retransmission-consent deals to jack up rates in additional markets where it will own stations.

Earlier this week, Standard General and Tegna launched a website promoting the merger.

Review of the merger by the FCC has gone on past its usual timeline. Most recently, the agency has given commenters a deadline of  January 20, The FCC will need to vet those comments, which means it is unlikely a decision will be made until early February. ■

With the Federal Communications Commission still vetting their proposed merger after more than half a year, Standard General and Tegna have launched sgandtegna.com, a website to promote what they see as the public-interest benefits of the deal.

The site is a way for the merger partners to consolidate various letters to the FCC and statements of support for the transaction in one place, and combine that with their pitch that the combo will boost local journalism and minority ownership of the media, both key FCC public-interest goals.

The website also puts Standard General’s recent commitments to the FCC related to retransmission consent and newsroom staffing on public display.

Also: Standard General, Tegna Say Deal Opposition is Legally Irrelevant

The FCC is currently seeking comment on those commitments, which include agreeing not to apply higher retrans rates to Tegna stations due to so-called after-acquired clauses that could otherwise raise Tegna retrans rates to those of Standard General stations and agreeing, as MVPDs had called for, not to enter into joint sales agreements (JSAs), shared services agreements (SSAs) or local marketing agreements (LMAs) between Tegna and Cox Media Group (CMG) stations. (CMG parent Apollo Global Management is providing funding for the proposed merger and getting stations in a side deal.)

Standard General agreed to acquire Tegna in an $8.6 billion deal that includes the assumption of $3.2 billion in debt. Apollo Global Management (AGM) is providing some of the funding for the deal. AGM controls CMG, which will own some of the Tegna stations if the deal is approved.

Petitions to deny were filed by The NewsGuild-CWA, the National Association of Broadcast Employees and Technicians (NABET)-CWA and Graham Media Holdings. ▪️

Dish Network has sent the Federal Communications Commission a term sheet it says backs up the claim, cited in a story in Broadcasting+Cable, that Cox Media Group wanted to include both Standard General and Tegna stations in retransmission-consent talks.

Standard General is trying to get the FCC to sign off on its $8 billion-plus deal to acquire the Tegna stations. It has told the regulator it will not bundle Cox and Tegna stations in retrans talks, and Cox has disputed the Dish claim, saying it never has and never will try to do so.

Also: Standard General Says Cox Retrans Deals Won't Apply to Tegna Stations

In a letter and accompanying documents Dish says will provide the FCC with "the facts" regarding that dispute, the satellite operator, which has been in a retrans dispute with CMG, submitted the retrans term sheet — which is entirely redacted in the public version — saying it was sent from Cox to Dish on November 19, 2022.

Dish has previously claimed that Cox, which is controlled by Apollo Global Management--an investor in the Tegna deal--has dragged its feet in retrans discussions because it wants to include stations owned by both Standard General and Tegna.

Dish's FCC filing only says that "the relevant demand from Cox to DISH is found on pages 3-4 of the enclosed term sheet," which is blacked out.

Standard General had not responded to a request for comment at press time.

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February for $8.6 billion including debt. It also owns multicast networks True Crime Network, Twist and Quest and advanced advertising company Premion. ■

Comcast and Standard General have struck an agreement confirming Standard General's pledge to the FCC that it would agree not to raise the retransmission consent rates of Tegna stations charged to MVPDs to that of its Cox Media Group TV stations — if applicable — after the closing of its deal to buy those Tegna stations.

That is according to Standard General, which said the agreement on not raising the rates was reached this week with Comcast, which is the largest cable group carrying Tegna stations.

"Standard General welcomes this agreement and looks forward to continue working with its MVPD partners and other stakeholders in building a bright, secure future for local broadcasting in America," the company said. "As previously announced on Dec. 16, 2022, Standard General unilaterally waived certain retransmission consent rights applicable to the Tegna stations that Standard General will control post-closing, giving certain MVPDs the ability to accept or decline the waiver, thereby ensuring that Tegna’s retransmission consent agreements (RCA) will apply to those stations. I’ve attached this letter for reference."

On December 16, Standard General told the FCC that it would not try to apply retransmission consent agreements currently in place between Standard General's Cox Media Group TV stations and Tegna stations (so-called "after-acquired clauses"). MVPD critics have pointed to the potential of those clauses meaning they would have to start shelling out more for Tegna stations.

Then on December 22, Standard General told the FCC that, to address concerns about newsroom cutbacks, concerns Standard General has said were unfounded, it would pledge "not to conduct any journalism or newsroom staffing layoffs" for at least two years and would recognize the labor unions with current collective bargaining agreements with Tegna.

Then on December 23, Standard General, which was clearly hoping to get the FCC to make a decision ASAP after months of vetting, said it would agree to all of the retransmission consent-related conditions that NCTA-the Internet & Television Association had wanted for as long as it owned Tegna.

Also: FCC Won't Complete Vetting Standard General-Tegna Deal This Year

While the company was clearly hoping that might spur the FCC to complete its review ASAP given that the commission is on day 252 of its informal 180-day shot clock on merger reviews, the FCC instead put out those waiver and other pledges for comment until early next year.

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February for $8.6 billion including debt. It also owns multicast networks True Crime Network, Twist and Quest and advanced-advertising company Premion. ■

The seemingly never-ending Federal Communications Commission review of the Standard General-Tegna merger will continue into the new year.

The FCC has sought comment on Standard General's latest attempts to get the agency to sign off on the deal and has given commenters until January 20, after which it must vet those comments. That means the FCC likely won't be making any decision until at least early February (to demonstrate that it vetted those latest comments before making its decision).

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February for $8.6 billion including debt. It also owns multicast networks True Crime Network, Twist and Quest and advanced-advertising company Premion.

On December 16, Standard General told the FCC that it would not try to apply retransmission-consent agreements currently in place between Standard General's Cox Media Group TV stations and Tegna stations (so-called after-acquired clauses). Critics of multichannel video programming distributors (MVPDs) have pointed to the potential of those clauses, meaning they would have to start shelling out more for Tegna stations.

Then, on December 22, responding to concerns about newsroom cutbacks, Standard General pledged to the FCC “not to conduct any journalism or newsroom staffing layoffs” for at least two years, and said it would recognize the labor unions with current collective bargaining agreements with Tegna. Standard General has consistently said concerns about post-merger staff cuts at Tegna stations were unfounded. 

On December 23, Standard General, which was clearly hoping to get the FCC to make a decision ASAP after months of vetting, said it would agree to all of the retransmission consent-related conditions that NCTA-The Internet & Television Association had wanted for as long as it owned Tegna.

But the FCC now wants comment on that, the latest iteration in what has been a process with numerous iterations as critics raised issues, the FCC sought more documents from the merging parties about those issues, the parties responded, and the FCC sought comment on those comments, then reply comments to those comments on the comments.

The FCC is now on day 249 of its informal 180-day shot clock on reviewing proposed mergers. ▪️

Standard General is trying hard to get its Tegna deal done by year's end.

The Federal Communications Commission is currently on day 246 of its unofficial 180-day shot clock for vetting mergers.

In a letter to the FCC Friday (December 23), a copy of which was supplied to Broadcasting + Cable, the company committed to no journalism or newsroom layoffs for at least two years after the merger is approved and closes.

The FCC has sought additional info from the companies on potential layoffs and newsroom cutbacks, which Standard General has said it did not anticipate. 

Also: Deadlocked FCC Still Has Power to Block Standard General/Tegna

It told the FCC it did not expect staffing reductions after that, but "cannot predict how future economic conditions or changes in the broadcast industry may require broadcasters to make adjustments in the composition or size of station staffing to best serve the needs of the public."

The company said that if the FCC wants it to, it will also commit to filing quarterly reports "providing the amount of new investments it has made at the local station level at Tegna, as well as, after the conclusion of the two-year period referenced above, information regarding any layoffs in the newsrooms of the Tegna stations."

Also: Team Telecom OK With Standard General/Tegna Merger

And given the concerns from unions — some of which have challenged the deal — about jobs, the company also told the FCC that Tegna would "recognize each of the labor unions currently covered by a collective bargaining agreement with Tegna as the exclusive collective bargaining representatives of those bargaining unit employees," collective bargaining agreements Standard General said it would require Tegna to honor.

The company last week agreed to waive its "contractual rights to apply after-acquired retransmission rates to the Tegna stations," meaning it couldn't raise retrans rates for Tegna stations to the level of its existing stations, and this week said it would agree to "all of the conditions on the transaction requested by NCTA," specifically not to commit to enter into joint sales, shared services or local marketing agreements between Tegna and the Cox Media Group stations and not to "engage in joint or coordinated retransmission agreement negotiations."

Standard General reiterated that its D.C. newsroom will supplement Tegna news offerings and "will in no way serve to displace local news or local journalists."

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February for $8.6 billion including debt. Tegna also owns multicast networks True Crime Network, Twist and Quest, as well as advanced-advertising company Premion.

Deb McDermott, CEO of Standard General’s Standard Media Group, has written to Tegna newsroom personnel to tell them of the company's commitment to news and news jobs.

Standard General executives have also pointed out that the "complicated" deal structure some have criticized would result in a boost in women and minority ownership of media, an FCC public interest goal. ■

Standard General, trying to win approval for its acquisition of Tegna, told the Federal Communications Commission that retransmission negotiations between Dish and Cox Media Group won’t affect the stations Standard General owns if the transaction is completed.

Dish charged that CMG is attempting to include some Tegna stations in its current retransmission talks, which have resulted in a blackout.

CMG is controlled by Apollo Global Management, which is partially financing Standard General's bid for Tegna. CMG will own some current Tegna stations as part of the deal.

The unions opposing Standard General’s acquisition of Tegna cited Dish’s claim in a petition to the FCC.

CMG demanded Dish retract its false statements.

"The regulatory authorities have expressed concerns to us that our transaction could result in negative impacts on cable and satellite TV consumers in an environment where the government has a heightened focus on inflation," Standard General said in a statement. "To address these concerns in a manner consistent with our obligations under our merger agreement, we have committed to waive certain contractual rights we would have had as a result of the transaction. This commitment further demonstrates the public interest benefits of the transaction."

In a letter to the FCC, Standard General founder Soohyung Kim spelled out the rights Standard General is waiving.

Kim noted that the impact the acquisition would have on "retransmission consent fees payable by multichannel video programming distributors  (MVPDs) is not central to Standard General’s thesis for the proposed Transactions."

"In light of the cost of continued delay to the closing of the Transactions (the  
"Closing"), consistent with the terms of the Agreement and Plan of Merger, dated February 22, 2022, Standard General was making some commitments regarding retransmission arrangements," he said.

Kim said negotiations between Cox and MVPDs would not apply to any current Tegna station that would be controlled by Standard General post closing. And he said that any retransmission consent agreement with Tegna would continue to apply to the Tegna stations following the closing.

"We continue to be excited about the bright future we see for Tegna under our leadership. We look forward to continue working collaboratively with regulators to complete their review of the proposed transaction and proceed to closing," Standard General said. ■

Rainbow PUSH Coalition founder Rev. Jesse Jackson has told the Federal Communications Commission it should approve the merger of Standard General and Tegna.

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February for $8.6 billion including debt. McLean, Virginia-based Tegna also owns multicast networks True Crime Network, Twist and Quest, as well as advanced-advertising company Premion.

In a letter to the FCC Monday (December 12), Jackson said that after meeting with Standard General founding partner Soo Kim, who is Asian-American, and upon “careful and scrupulous review of his record on diversity and inclusion,” he and his organization “wholeheartedly support the purchase of Tegna.”

Jackson said: “Soo Kim, being Korean-American, is sensitive to the plight of racial justice, equity and inclusion. It is my strong belief that Soo Kim would be committed to inclusion which leads to growth in the America of our dreams. He will honor the spirit and the law representing the best in American ideals … he is one of us.”

Also: Frank Washington Backs Standard General-Tegna Deal

Jackson said that if the merger is approved, he would monitor the combined company to make sure that “promises made are promises kept.”

Jackson has long argued that who controls the media, and thus what gets covered and from which perspective, is the civil-rights issue of this century.

Standard General and Tegna have been emphasizing the racial and gender diversity of its executive leadership given that more diverse media ownership is one of the FCC’s public-interest goals.  Standard Media CEO Deb McDermott would head up the combined Standard General-Tegna media group. ■

The Federal Communications Commission has yet to complete its review of the proposed merger of Standard General and Tegna, but the deal has gotten the OK from “team telecom.”

That is the informal title of the interagency committee that reviews deals involving foreign participation in the U.S. communications market for national security and law enforcement concerns, if any.

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February for $8.6 billion including debt. Tegna also owns multicast networks True Crime Network, Twist and Quest, as well as advanced-advertising company Premion.

The foreign ownership review is needed because slightly under half of the equity in Standard General is held through three Cayman Islands investment funds and one British Virgin Islands investment fund, though those funds are controlled by U.S. citizens.

The FCC allows up to 100% foreign ownership on a case-by-case basis, with at least a 25% foreign ownership stake triggering heightened scrutiny, including a team telecom review.

There were no such concerns, according to a letter informing the chief of the FCC's International Bureau, Tom Sullivan, that the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the aforementioned “team telecom”) had reviewed the deal application and had “no objection” to the FCC granting the merger, though on the other hand it was providing no recommendation one way of the other.

The committee reserves the right to review its decision if any risks to national security or law inforcement interests arise.

The FCC is currently on day 211 of its informal 180-day shot clock on reviewing mergers. ▪️

Paducah Television Operations, a subsidiary of Standard General, said its four stations have been blacked out to Dish Network subscribers in a dispute over retransmission consent fees.

Paducah Television, based in Providence, operates stations, in Lincoln, Nebraska, Cape Girardeau, Missouri and Providence, Rhode Island and does business as Standard Media, said Dish refused offers from Standard Media and was insisting on significant rate reductions.

Standard General has agreed to buy Tegna, but the deal is in the middle of a lengthy review by the FCC. Among the deal's opponents are cable operators concerned that Standard General will try to raise retransmission fees.

The Walt Disney Co.’s stations and cable networks were briefly backed out by Dish, but the two companies quickly came to a settlement last month. Dish is among the distributors most likely to be involved in a fee dispute when distribution deals expire.

In a statement, Standard Media said it has tried to reach a deal with Dish. 

“Throughout this period, the parties have agreed to multiple extensions to permit negotiations to continue without an impact on viewers. Even though the parties continue to negotiate, Dish has taken the inexplicable position that it will no longer carry the stations during the negotiations. Our stations therefore will no longer be accessible through Dish. This is Dish's choice, and not what we prefer,” the company said.

“With just four local stations, Standard Media is a small station owner. We take seriously our responsibility in providing critical and current news to local communities. While Dish is willing to resell our valuable content that drives their viewership, they do not want to pay for it,” Standard Media said.

Standard Media said it will continue to negotiate in good faith and hopes Dish will enter into a “reasonable” agreement.  ■

In a filing with the Federal Communications Commission, Standard General said the NewsGuild has failed to find evidence to corroborate its claims the company plans to eliminate newsroom jobs if it acquires station owner Tegna and the regulator should approve the deal.

Tegna agreed to be acquired by Standard General in an $8.6 billion deal in February that would be partially financed by Apollo Global Management, with Apollo’s Cox Media Group getting three stations, reducing the final size of the Tegna-Standard General combination.

Objections to the deal came from NewsGuild, part of the Communications Workers of America, cable operators and rival station group Graham Holdings.

Also: Deadlocked FCC Still Has Power to Block Standard General-Tegna Deal

Standard General called the nearly eight-month review of the pending deal “exhaustive,” noting that as a result of NewsGuild's requests it has had to produce thousands of pages of confidential documents.

Despite getting all those documents, the NewsGuild “has returned empty-handed from one of the longest fishing expeditions in recent Commission history, still lacking evidence to support its baseless allegations that Standard General (1) misled the Commission in saying it does not intend to reduce station-level staffing; and (2) will conduct ‘massive layoffs of journalists’ and 'slash newsroom payrolls' following its proposed acquisition of Tegna,” Standard General said in its filing.

"None of the documents cited by NewsGuild supports those allegations or suggests any public interest harms that will come from the transaction. It is time to complete this extraordinarily burdensome review process and for the Commission to grant the applications," Standard General said.

Also: Standard General’s Soo Kim Brands Tegna Deal Criticism as Racist, Sexist

Standard General said that during the review process it has asserted six times on the record that it has “no intention of reducing journalist jobs, or station-level staffing more generally, following the transaction.”

In the filing, Standard General notes that “NewsGuild’s calls for the Commission to reject the transaction do nothing to protect Tegna's existing journalists’ jobs. In fact, the extended review resulting from the petitioners’ repeated requests for documents and delay has created uncertainty for Tegna’s employees as they head into the holiday season.”

 It concludes that “NewsGuild may for its own part choose not to believe Standard General’s demonstrated commitment to news and localism, but that places it in the extreme minority in the ample public record of this proceeding, and it is the public’s interest — not NewsGuild’s — on which the Commission must base its decision here.”

"It is time to complete this extraordinarily burdensome review process and for the Commission to grant the applications," the companies said.

The FCC is currently on day 199 of its informal 180-day shot clock on reviewing mergers. ■

The head of the National Federation of Filipino-American Associations (NaFFAA) has written the FCC to say it should approve the merger of Standard General with Tegna's broadcast group.

Tegna, which owns 64 TV stations in 51 U.S. markets, agreed to be acquired by Standard General in February for $8.6 billion including debt.

NaFFAA Executive Director Kelly Coldiron called Standard General founder Soo Kim a respected business leader in the Asian American and Pacific Islander community who has built a career investing in jobs and has demonstrated a passion for broadcast journalism by tourning struggling stations around by boosting local news.

Also: Civil Rights Groups Back Tegna-Standard General

"Diversity matters especially when it comes to local news. Mr. Kim understands the dreams, struggles, and passions of the AAPI community. Under his leadership Standard General and Tegna will have the financial resources required to create new community partnerships and bring diverse perspectives to local news coverage," Coldiron told Rosenworcel.

The FCC has sought additional info from the merging companies in response to critics' concerns about jobs and the deal structure.

Kim, for his part, has called the criticisms of the deal "fact free," an effort to define what constitutes a minority and diversity, and racially charged. ■