Sinclair Broadcast Group said it agreed to settle three derivative lawsuits that were brought by investors in connection with Sinclair’s efforts to gain regulatory approval for the acquisition of Tribune Media Co.

Sinclair was unable to get approval for the $3.9 billion deal and Tribune was acquired by Nexstar Media. 

Sinclair settled a lawsuit brought by Tribune by paying Nexstar $60 million. 

The parties to the three suits that have just been settled agreed that Sinclair’s board would implement new corporate government measures; that a $20.5-million settlement fund would be set up with money from Sinclair’s insurance company that would pay for court fees, plaintiffs' counsel and that $5 million of it would pay for implementing the new government measures and that Sinclair executive chairman David D. Smith will give up grants worth 638,298 shares of Sinclair Class A stock that he was awarded in February.

The governance measures include establishing a regulatory committee of the board and a standing nominating and governance committee, both consisting of independent directors, and that a chief compliance officer would be hired and given enhanced responsibilities. 

There will also be changes made to Sinclair’s code of business conduct and ethics policies and policies about related-party transactions.

Sinclair said that the U.S. District Court in Maryland approved the settlement as fair on Aug. 6. A hearing on finalizing the settlement is scheduled for Oct. 27.

A string of favorable retransmission consent renewals helped drive record Q1 results at Nexstar Media Group, the company said Wednesday.

Revenue at Nexstar was up 1.8% to $626.6 million in the quarter, a record for the broadcaster. Driving those increases was a 14% rise in retransmission consent revenue to $314 million.

Those retrans gains help offset a 2.6% decline in local revenue to $188.2 million and a 5% dip in national revenue to $63.7 million in the period. Television ad revenue was down 6.1% in the quarter to $253.2 million, spurred by an 86% drop in political revenue from the prior year.

In a press release, Nexstar chairman and CEO Perry Sook said the retrans renewals in the period represented about 10% of the company’s subscriber base. With another 70% of that base up for renewal by year-end, Sook added that “continued revenue growth from this source remains highly visible for 2019 and beyond.”

The retrans performance was “far above” analysts expectations for the period, which should ease any concerns about pay TV cord cutting in the period, Evercore ISI media analyst David Joyce wrote in a note to clients. He noted that digital and retrans now make up about 59% of Nexstar’s total revenue, compared to 55% in 2018.

Related: Cord Cutting Got 75% Worse in Q1 

Net income for the period was up 20.2% to $56.9 million, and income from operations rose 8% to $127.1 million.

Nexstar agreed to purchase Tribune Media in a deal valued at $6.4 billion in December.  That deal is currently winding through the federal approval process.

Related: Nexstar Offloads 19 Stations En route to Tribune Close 

“Overall, we believe our first quarter results continue to highlight the value of the strategy we’ve successfully executed for over 23 years,” Sook said in the press release. “During this period, the company has grown from a single station to become an industry leader based on our disciplined approach to completing accretive acquisitions, a focus on enhancing the operating results of acquired stations and digital media properties, and an organization-wide commitment to localism. At the same time, our development of complementary retransmission and digital revenue streams have materially diversified our revenue mix and we continue to focus on implementing new standards and technologies to monetize the unrivaled reach, trust and influence of our leading local platforms. We also we continue to raise our commitment to support the evolving needs of the viewers, businesses and local communities that we serve each day by working with our network partners and distributors to deliver our content anywhere, anytime and on any device. This approach has positioned Nexstar to continue investing in our business and our employees, while reducing leverage and returning capital to shareholders.”

Nexstar Media Group — edging toward approval of the $6.4 billion purchase of Tribune Media stations that will make it the biggest U.S. TV station group — has taken a key step by agreeing to sell 19 stations in two separate all-cash deals, to Tegna and E.W. Scripps, for a total of $1.3 billion.

After it absorbs Tribune, sometime in the third quarter (pending approvals), Nexstar will have around 200 stations covering 39% of TV households, generating nearly $2 billion annually in retransmission-consent revenue.

The sold-off stations were earmarked for sale in an effort to remain in compliance with Federal Communications Commission ownership rules and are all contingent on the Tribune deal closing. Tegna bought the largest chunk of stations — 11 properties in eight markets including Memphis, Tennessee and Hartford, Connecticut, for $740 million.

Scripps agreed to buy eight stations, including WPIX in New York (which Nexstar has a right to buy back later), for $580 million in cash. Nexstar still has two other stations in Indianapolis it has said it wants to divest: WISH and WNDY.

Tegna’s acquisitions boosts its total number of stations to 60 stations in 49 markets.

Scripps will increase its footprint to 59 stations in 42 markets, covering 30% of TV homes. Scripps will pay $75 million for WPIX, which Nexstar can buy back during a period running from March 31, 2020, through the end of 2021 if the government increases the ownership cap.

“I’ve given up trying to guess what is going to happen there in the regulatory environment,” E.W. Scripps CEO Adam Symson said during a call with analysts discussing the March 20 transaction. “We look at this as a station we’re acquiring and we’re pleased to be running a station in New York City.”

Later, Scripps Local Media president Brian Lawlor said although WPIX is a CW affiliate, it acts more like a Big Four broadcaster with seven hours of news per day and big-name sporting events: WPIX is the broadcast home of baseball’s Yankees and Mets.

“This is a big strong television station that competes in the largest market in America,” Lawlor said.

E.W. Scripps and Tegna said they would buy a combined 19 television stations from Nexstar Media Group for a total of $1.32 billion in two separate deals.

Tegna would take the biggest chunk — 11 stations in eight markets including Memphis, Tennessee and Hartford, Connecticut, for $740 million. Scripps agreed to buy eight stations in seven markets for $580 million, including CW affiliate WPIX in New York. Both deals are all cash and are contingent on Nexstar closing its $6.4 billion purchase of Tribune Media.

Scripps said it would pay $505 million for six Nexstar stations and $75 million for WPIX. Methuselah Advisors and Morgan Stanley acted as financial advisors and BakerHostetler acted as legal counsel for Scripps.

The deal would give Scripps 59 stations in 42 markets, reaching about 30% of U.S. TV households.

“This acquisition represents another step in our plan to improve the depth, reach and durability of our broadcast television station portfolio while adding nicely to the company’s free cash flow generation,” said Scripps CEO Adam Symson in a press release. “These stations allow us to rebalance our portfolio with meaningful assets – at an efficient price ahead of a robust political advertising season.”

The stations Scripps will purchase are:

• WPIX (CW) in New York City
• KASW (CW) in Phoenix (which joins the Scripps ABC affiliate there)
• WSFL (CW) in Miami–Fort Lauderdale (adjacent to the Scripps NBC affiliate in West Palm Beach, Florida)
• KSTU (Fox) in Salt Lake City
• WTKR (CBS) and WGNT (CW) in Norfolk, Virginia
• WTVR (CBS) in Richmond, Virginia
• WXMI (Fox) in Grand Rapids, Michigan

As part of the deal, Scripps has given Nexstar the option of buying back WPIX, exercisable from March 31, 2020 through the end of 2021.

Tegna said it would purchase 11 Nexstar stations in eight markets , including eight Big 4 network affiliates in a deal valued at $740 million, or about 6.7 times cash flow.

The stations are:

• WTIC/WCCT (FOX/CW) in Hartford-New Haven, Connecticut
• WPMT (Fox) in Harrisburg-Lancaster-Lebanon-York, Pennsylvania
• WATN/WLMT (ABC/CW) in Memphis, Tennessee
• WNEP (ABC) in Wilkes Barre-Scranton, Pennsylvania
• WOI/KCWI (ABC/CW) in Des Moines-Ames, Iowa
• WZDX (FOX) in Huntsville-Decatur-Florence, Alabama
• WQAD (ABC) in Davenport, Iowa and Rock Island-Moline, Illinois
• KFSM (CBS in Ft. Smith-Fayetteville-Springdale-Rogers, Arkansas

The deal will give Tegna about 60 stations in 49 markets.

“Tegna has a proven track record of acquiring highly attractive assets that create immediate value for shareholders through significant synergies,” said Tegna CEO Dave Lougee in a press release. “These stations are an excellent strategic and financial fit and bring additional geographic diversity to our portfolio of leading stations. They add four additional key markets to our strong political footprint as the 2020 presidential election gets underway. We continue to invest in growth and remain well positioned to capitalize on consolidation opportunities that are both strategic and financially prudent.”

Nexstar, which is in the process of completing a merger with Tribune Media, had identified about 21 stations it would divest to remain in compliance with federal ownership rules. Tegna’s agreement to acquire these eleven television stations is contingent on the closing of the Nexstar-Tribune merger, expected to take place in the late third quarter/early fourth quarter of 2019.

Related: Tribune Shareholders Approve Nexstar Deal 

At the Deutsche Bank Media, Internet and Technology conference in Palm Beach Florida earlier this month, Lougee said that mergers and acquisitions would be a "very big part" of Tegna's strategy going forward.

“We have enough scale today to do what we need to do" Lougee said at the March 12 conference. "We absolutely believe in scale over the long term. We are poised to be a big consolidator.”

J.P. Morgan and Greenhill & Co. are acting as financial advisor and Nixon Peabody LLP, Jenner & Block LLP and Hughes Hubbard & Reed LLP are acting as legal counsel to Tegna in connection with the proposed transaction.

Many observers had expected the Nexstar stations to go to private equity firms, especially Apollo Global Asset Management, which was said to be a bidder and had taken an aggressive posture in the deal market, agreeing to purchase 14 Cox Media stations in February for about $3 billion. While Apollo did not win the Nexstar stations, it participation likely drove up the price -- the stations were initially expected to fetch about $1 billion.    

With 2019 less than two weeks old the books are closed on the latest retrans-spat-to-end-all-retrans-spats -- Tribune Media’s eight-day blackout of 33 stations in 24 Charter Communications markets, shaking hands on a “comprehensive” agreement Jan. 11, that gives  Charter customers renewed access to Tribune stations and the second round of the National Football League playoffs. But I can’t help but think that both sides missed an opportunity to really make a difference.

While terms were not disclosed, it’s likely that Charter agreed to a fee increase, although not as high as Tribune had first suggested. And the 6 million or so cable company customers that were without the Tribune stations will get them back, probably a little more frustrated with their provider than usual. In time they will forget it, until the next retrans spat happens and they will have yet another reason to hate their cable company again.

Related: Retrans' Hobson's Choice

While I guess it’s good news that Charter and Tribune reached a deal, part of me wished that the impasse lasted longer. Because almost every year since I’ve been covering these things, someone has said this will be the year that a major operator will go to the mattresses on retrans, refusing to carry a station and break the cycle of double- and triple-digit rate increases and bring a modicum of sanity back to pay TV rates. And every year it doesn’t happen.

Some have come close. Most pundits still expect Dish Network and its maverick chairman Charlie Ergen to one day take the plunge with a Big 4 broadcaster -- it already has been without Spanish-language broadcaster Univision since June 30 and says it is likely the blackout is permanent -- but overall the idea has been mostly wishful thinking.  In the end, operator’s cave because there is a real economic impact.

It’s no coincidence that retrans deals usually expire around major events -- college and pro football playoffs, The Oscars, the World Series, the Super Bowl -- you get the gist.

Compelling programming, especially sports programming, gives fans an incentive to switch providers during a blackout. And operators remember what can happen when a fight lasts too long -- Time Warner Cable lost more than 300,000 customers in Q3 2013 after a one-month blackout of CBS stations in August of that year. While there were other factors, that exodus is what many pundits first led Charter to see an opportunity to take over the cable company. The rest is history and understandably, many companies are unwilling to take that risk.

Some disputes have lasted longer -- Charter was without Northwest Broadcasting stations for five months last year -- but they usually involve small station groups in equally small markets. For the most part, these scuffles usually get resolved fairly quickly, and the rhetoric that at first is breathless and full of over-hyped vitriol -- THE EVIL CABLE COMPANY IS PREVENTING YOU FROM WATCHING YOUR FAVORITE SHOWS and GREEDY BROADCASTERS ARE EMPTYING YOUR WALLETS are common retorts from both sides early in the process -- quickly becomes dull boilerplate when a deal is reached -- “We are pleased that we were able to reach an agreement.

In the meantime, retrans and sports continues to be a huge part of customers’ overall cable bills. Operators have tried to offset some of that cost by breaking out the fees in broadcast TV and RSN surcharges, but that doesn’t help the customer. According to industry website TV Answerman, Comcast alone will charge $16.50 per month this year just in broadcast and RSN fees. That’s nearly four times the $4.25 per month they charged in 2015.

What if they didn’t have to charge that anymore? How do think Comcast customers would react to a $20 per month reduction in their cable bill?

Look, I understand there is two sides to every story -- broadcasters have come to depend on retrans fees to offset declines in the ad market and they spend a lot of money on content. But estimates are that retrans fees will be around $10.8 billion in 2019, and it’s only going to get worse.

Related: Panel: Retrans Pie Will Grow

Nexstar, which expects to close its Tribune deal in the third quarter, has boasted it would get an extra $70 million in retrans fees just by putting those newly acquired stations on its rate card. And Evercore ISI media analyst Vijay Jayant said that stations that account for 55% to 60% of Nexstar’s total reach will be up for renewal in 2019-2020. Add to that the expected aggressiveness of New Fox once its deal with Disney closes in the first quarter and it could get really bad, really fast.

The TV business has a tendency to take a good idea and beat it out of existence, and unfortunately, in the case of retrans it is in danger of doing just that. Remember that the reason a lot of the so-called virtual Multichannel Video Programming Distributors came into existence was to counter the high cost of pay TV. If pay TV is no longer footing the bill -- getting out of the TV business altogether to concentrate on broadband, or encouraging customers to use antennas to get broadcast stations over the air -- it is unlikely that the streaming services will take up the mantle. Because if they do, they’ll just become traditional pay -TV companies using a different technology.

That leaves the ball in the content companies’ court, who will either have to reduce fees or find other sources to tap. But something has to be done and it has to be done soon. Because ignoring the problem won’t make it go away. 

Tribune Media said it has reached a "comprehensive" retransmission consent agreement with Charter Communications, ending an impasse that began on Jan. 2.

About 33 stations in 24 Charter markets encompassing 6 million homes went dark on Jan. 2 at 5 p.m., a day after Tribune had granted a brief extension to try to work out a deal.

Charter had claimed Tribune was demanding rates that were more than double what had  paid in the past. Tribune stressed it was seeking fair compensation for its content. Along the way, they reached a compromise apparently both can live with. 

Terms of the deal were not disclosed.

“We are pleased to have reached this agreement that will return Tribune Broadcasting’s local television stations and WGN America to Spectrum customers and Tribune’s viewers,” Charter and Tribune said in a joint statement.

Tribune Media has granted an extension of its retransmission consent deal with Charter Communications, giving the cable operator until 5 p.m. Jan. 2 to hammer out an agreement.

Tribune’s retrans deal was originally set to expire at 12:01 a.m. on Jan.1, but according to some reports said it was unlikely it would be able to reach a deal by that deadline. Charter has said earlier it hoped to have an agreement in hand by the allotted time, while Tribune has accused the cable company of "stalling."

At stake is the carriage of 24 Tribune stations in 33 markets across the country, including New York (WPIX) and Los Angeles (KTLA). Tribune estimated that about 6 million Charter subscribers would be affected.

On its website, WPIX said the new deadline is Jan. 2 at 5 p.m., adding that Tribune was doing all it could to avoid a blackout, but Charter was “stalling in reaching a new agreement.”

Tribune Media is warning Charter Communications customers in 24 markets that they may lose access to broadcast programming if a new retransmission consent deal isn’t reached, just one of several retrans related blackouts that could occur in the New Year.

Tribune’s retrans deal with Charter expires at 12:01 am on Jan. 1. About 33 stations are affected in markets including New York (WPIX) and Los Angeles (KTLA). Tribune estimated that more than 6 million customers will be affected. The blackout would also include Tribune’s cable channel WGN America. Spectrum customers could lose programming like the National Football League playoffs and NCAA basketball.

“The NFL playoffs begin Jan. 5 and we want football fans in our markets to be able to watch these games and root for their favorite teams—we want to reach an agreement with Spectrum,” said Gary Weitman, Tribune Media’s senior vice president for corporate relations, in a statement. “We’ve offered Spectrum fair market rates for our top-rated local news, live sports and high-quality entertainment programming, and similarly fair rates for our cable network, WGN America. Spectrum has refused our offer.”

Tribune has established websites for each of its affected television stations and for WGN America where Spectrum customers can obtain more information.

“We are only a few days away from the deadline to reach an agreement with Spectrum, just as we have done with every one of our other cable, satellite and telco distributors,” Weitman continued. “We felt that now was the time to begin telling Spectrum subscribers that they may lose access to our stations and the programming they provide.”

In a statement Charter said it continues to “negotiate with Tribune and hopes to reach a fair agreement.”

Nexstar Media, which has proposed to purchase Tribune in a deal valued at $6.4 billion, is threatening a blackout of small independent operator TDS Communications in several small markets in Texas, New Mexico, Oregon, Tennessee, Utah and Nevada. TDS claims Nexstar is demanding a 175% increase in retrans rates. Its deal expires on Dec. 31.

The end of the year is a traditional deadline date for retrans deals, and several other broadcasters have issued warnings about potential blackouts. The period, rife with college bowl games, NFL playoffs and other live sporting events, is a crucial ratings period as well as an incentive for distributors to reach deals quickly to avoid customer defections.

Earlier this week Disney, parent of the ABC broadcast network and cable sports channel ESPN, warned Verizon Fios customer they may lose access to that programming in the absence of a retrans deal by midnight Jan. 1. Mediacom Communications is faced with a Dec. 31 deadline for 10 Tegna stations in Louisville, Ky. (WHAS-ABC); Macon, Ga. (WMAZ CBS and WMAZ-D2 ); Minneapolis-St. Paul (KARE-NBC); New Orleans (WWL-CBS and WUPL-MyNetwork); WVEC ABC Norfolk-Portsmouth-Newport News, Va. (WVEC-ABC); Phoenix (KPNX-NBC); St. Louis (KSDK-NBC; and Tucson (KMSB-FOX).

Nexstar Media Group estimates it will reap at least $75 million in additional retransmission consent fees after its $6.4 billion purchase of Tribune Media closes next year, meaning cable, satellite and telco TV operators will have to dig deeper into the well.

Nexstar agreed to purchase Tribune Media for $46.50 per share in cash in a deal valued at $6.4 billion including assumed debt. Nexstar said it hopes to obtain the necessary regulatory approvals and close the deal sometime in the third quarter of 2019.

Tribune’s 42 local TV stations in 39 markets will vault Nexstar into the No 1 spot among broadcast station groups with 216 stations in 118 markets. The combined Nexstar-Tribune would still fall below the federal TV station ownership cap of 39% of the total TV market, although the company does expect to divest some stations.

On a conference call with analysts to discuss the deal, Nexstar said it expects retrans revenue to rise by about $75 million in the combined company just by applying Nexstar’s rates to the Tribune stations. That figure doesn’t include increased renewal revenue as deals expire.

On the call Nexstar chairman and CEO Perry Sook said that Nexstar’s enthusiasm for retrans growth hasn’t waned with this deal. “At this point, we would slightly bet the over.”

The deal would come about one year after Nexstar purchased Media General, increasing its ownership to 174 TV stations across the country. On the call, Nexstar chief financial officer Thomas Carter said that about 10% of its former Media General stations were up for retrans renewals this year, with 5% of those deals already completed and the remainder due this month. About 70% of Nexstar’s retrans deals come up in 2019, with 15% of those up in the middle of the year and the remainder in the back half.

Sook said that in the past, acquired stations moved to the Nexstar rate card within 30 days of those deals closing. He anticipated the same time frame for the Tribune stations.

“It will be fairly quickly following the acquisition,” Sook said.

What will happen to Tribune Media’s cable channel WGN America is still up in the air. Sook said that he was impressed with the turnaround at the channel: cash flow has gone from a negative showing in 2017 to a “nine-digit” positive this year. But he said some outside parties have expressed interest in buying the channel, and if the right deal came along, Nexstar would sell the network.

“I would say we’re happy with the progress they have made,” Sook said on the call. “If someone is willing to pay a significant premium, we’re also happy to have that discussion as well. Currently we have no plans to immediately divest of it.”

Nexstar had looked at the Tribune assets in 2017, but backed off when the price became too rich for its tastes. Sinclair Broadcast Group had initially agreed to buy Tribune in May 2017 for $3.9 billion, but Tribune terminated that deal in August after what it said was Sinclair’s sluggishness through the regulatory approval process. 

TV station consolidation is expected to continue in earnest over the net few years, in the wake of 21st Century Fox’s asset sale to Disney, as “New Fox” has said it would eye purchasing more stations, and Cox Enterprises said in July it was considering placing about 14 properties on the block.

Sook said Nexstar would focus on completing its current deal and integrating the Tribune stations, but added that if the federal ownership cap either rises or is eliminated, it would consider bulking up even more.

“We want to de-lever a bit and digest this before we would taking another step, but if the rules were to change and there was an opportunity as accretive as this, we’d obviously be very interested,” Sook said, adding that the deal also opens up the opportunity of swapping stations with other broadcasters to beef up its presence in some markets. “There are a lot of levers to pull post-completion, but completing the acquisition is going to be Job 1 for us in the immediate future."

Tribune Broadcasting, a unit of Tribune Media, has reached a comprehensive retransmission consent and carriage agreement with Altice USA. Terms of the deal were not disclosed.

The deal encompasses retransmission consent for Tribune stations across the country, including WPIX in New York, as well as carriage of Tribune’s cable channel, WGN America. Altice USA has about 4.6 million video customers in the New York metro area and in the Midwest. Its services are branded under the Optimum and Suddenlink names.

This is the third large carriage deal Altice USA has made in the past few months. In October it reached a carriage deal with 21st Century Fox for its broadcast stations and FX, and NatGeo cable channels. Also that month it inked a multi-year deal with Spanish language broadcaster Univision for its TV stations and expanded carriage of some of its cable networks. 

Tribune has 42 owned or operated local television stations reaching approximately 50 million households across the country. WGN America reaches more than 77 million households.

Just weeks after scrapping its merger with Sinclair Broadcast Group, Tribune Media said it landed carriage deals with three Multichannel Video Programming Distributors – Verizon Communications’ Fios TV, Atlantic Broadband and Google Fiber.

Related: Atlantic Broadband Completes Fiber Network Purchase

Tribune did not disclose the terms of the deals, but said collectively they encompass about 3.6 million customers in markets primarily located in the Northeast and Southeast regions of the country.

Tribune has about 42 owned and operated stations across the country that reach about 50 million homes and also includes cable network WGN America, websites and national multicast networks Antenna TV and THIS TV. In August it terminated its $3.9 billion merger with Sinclair, after federal regulators moved to hold hearings to further look into the transaction, a signal that its chances of being approved were diminishing.  Tribune subsequently sued Sinclair for $1 billion for breach of contract. Sinclair counter-sued shortly after.  

Tribune Media said in court filings Thursday that its merger path over the past 12 months with Sinclair Broadcast Group was bloodied not by regulatory pressure but by its partner's hubris, and is seeking $1 billion in damages to help heal its wounds.

Tribune officially terminated its $3.9 billion merger with Sinclair on Thursday. In a lawsuit filed in Delaware Chancery Court the same day, Tribune said Sinclair repeatedly failed to disclose key information from it and regulators, a practice which helped torpedo the deal.

According to the suit, the deal would have likely been approved months ago if Sinclair had only agreed to divest of stations in 10 overlap markets earmarked by the U.S. Department of Justice and presented clean station sales to the Federal Communications Commission to adhere to the federal broadcast ownership cap. Instead the company, according to Tribune, focused on deals that would greatly benefit Sinclair and only added to the deal’s regulatory onus.

Officials at Sinclair did not return requests for comment.

“Although staff members at DOJ and the FCC laid out a clear path for clearance of the Merger, Sinclair ignored their repeated statements of what was required for approval,” Tribune said in the filing. “Instead, Sinclair defiantly (and unsuccessfully) attempted to obtain clearance on better terms for itself, regardless of how long that took or whether it risked failing to obtain approval of the Merger.”

Sinclair made several proposals to divest stations and appease the agency, but it was a plan to sell two Texas stations – WDAK in Dallas and KIAH in Houston – and WGN in Chicago, that seemed to be the last straw for the government. FCC chairman Ajit Pai said those divestitures, to entities that had close ties to Sinclair, could represent possible sham transactions, and called for a hearing before an administrative law judge to look into the matter. In past merger reviews, such moves usually meant the deal was destined for the scrap heap.

Related: Pai: Sinclair-Tribune Decision Made Based on Facts, Law 

Tribune said Sinclair never informed it nor the government that the proposed buyer of the three stations – Cunningham Communications – was owned by a car dealer Steven Fader who’s biggest shareholder was Sinclair chairman David Smith. Nor did the broadcaster disclose that a controlling interest in Cunningham’s had been sold at a “suspiciously low price” to a Sinclair associate with re-purchase options held by Smith’s family members.

Those revelations came only out during public comments on the merger. Tribune said Sinclair never revealed it to its merger partner or the federal government.

Sinclair later pulled those sales -- opting to keep WGN and place the Texas stations in a trust for later sale -- but offered no other remedies, the suit claims.  

According to the suit, the 10 markets DOJ considered to be overlap areas – including Seattle, St. Louis and Salt Lake City – were properties Sinclair had already considered selling as part of the merger deal.

“Yet Sinclair refused, deciding instead to antagonize DOJ officials, including by accusing the Assistant Attorney General of the Antitrust Division — the highest ranking official in that division — of ‘completely misunderstand[ing]’ the broadcast industry and being ‘more regulatory’ than any recent predecessor,” the suit said.

And that goading only increased in later meetings with DOJ officials, the suit said.

“Sinclair invited litigation over station divestitures, summarizing its position to DOJ in two words: ‘sue me.’”

Now the broadcaster will have to weather being the sue-ee instead of the sue-er. 

Tribune Media snuffed out its merger deal with Sinclair Broadcasting, terminating the deal Thursday and simultaneously filing suit in Delaware Chancery Court claiming Sinclair breached its contract.

Tribune is seeking $1 billion in damages, according to the suit.

The termination ends what has been a year-long journey for both companies. Sinclair announced the $3.9 billion deal in May 2017. The combination would have made Sinclair, already the largest TV station group in the country even more powerful, with more than 200 stations and covering over 70% of the country. But it was that bulk that ultimately did the deal in. 

The Federal Communications Commission was in the process of scheduling hearings into a Sinclair proposal to divest three stations to entities it would ultimately control, which the agency called possible sham transactions. Sinclair later said it would place two of those stations in a trust for later sale to third parties, and decided to keep the other – WGN in Chicago – as part of the deal.

Related: FCC: Sinclair-Tribune Deal as Proposed is Not in Public Interest

Tribune’s decision to scrap the merger comes as a bit of a surprise. Yesterday, in its Q2 earnings conference call, Sinclair said it was continuing talks with Tribune to work out a deal. The deadline to close the transaction was Aug. 8, but it appeared that the two could extend that date to work out an agreement.

That apparently wasn’t in the cards.

In a statement, Tribune said although Sinclair had pledged to use its “reasonable best efforts to obtain regulatory approval as promptly as possible,” instead it engaged in an “unnecessary and aggressive” battle with regulators over station divestitures, refused to sell stations in certain markets and created aggressive divestiture structures and third-party sales that either were rejected or posed a high risk of rejection by regulators.

“In light of the FCC’s unanimous decision, referring the issue of Sinclair’s conduct for a hearing before an administrative law judge, our merger cannot be completed within an acceptable timeframe, if ever,” Tribune Media CEO Peter Kern said in a statement. “This uncertainty and delay would be detrimental to our company and our shareholders. Accordingly, we have exercised our right to terminate the Merger Agreement, and, by way of our lawsuit, intend to hold Sinclair accountable.”

Sinclair officials did not return requests for comment.

The termination could mean that Tribune is back in play, and several other station groups have been aggressively adding properties through deals in recent months, including Gray TV, and Nexstar Broadcasting Group. 

“This morning’s course of action should not be a surprise to investors who have been following the saga, but clearly the prospect of Tribune agreeing to see the administrative hearing process through (presumably in exchange for some form of ‘sweetener’ from Sinclair) is off the table and Tribune begins the next chapter of its history as a standalone entity (for how long, remains unclear),” said Evercore ISI broadcast analyst David Joyce in a note to clients.

In a statement, Free Press CEO Craig Aaron said the termination was good for consumers.

“The collapse of the merger is great news for dozens of local communities that will be spared Sinclair’s slanted coverage and ridiculous must-runs," Aaron said in a statement. "For years, Sinclair has been a dishonest broker at the FCC, using fuzzy math and sketchy shell companies to evade the agency’s rules and expand its empire. Its history of deceit and arrogant approach to the agency finally caught up with Sinclair. The broadcast giant's double-dealing became too much for Tribune executives to bear. As details of Sinclair’s deceptions emerge — and with other investigations underway a the Department of Justice — it’s reasonable to question whether the broadcaster deserves to hold any licenses to profit off the public airwaves.

“Hopefully, FCC opposition to this deal is the start of a trend in favor of more independent voices and local choices for news," Aaron continued. "The FCC majority’s recent gutting of media ownership limits suggests otherwise. The demise of this deal presents an opportunity to embark on a new path, an opportunity that will be squandered if these stations were to be simply served up to other giant conglomerates.”

Other consumer and trade groups were equally pleased with the outcome.

American Cable Association CEO Matt Polka said the termination is god news for cable operators as well as consumers.

"Tribune's decision to pull the plug on the Sinclair merger is great news for consumers who will avoid paying the higher pay-TV rates the deal would have caused," Polka said in a statement. "It is especially great news for those consumers served by smaller video providers that have been victimized in the past by outrageous retransmission consent fee hikes and scurrilous signal blackouts by large corporate broadcasters.

"All along, ACA insisted that the proposed Sinclair-Tribune deal would result in harm to the public stemming from higher retrans fees and higher consumer prices," Polka continued. "Sinclair's illusory 'sales' served only to magnify these harms. Few predicted the collapse of the Sinclair-Tribune deal when it was first announced. ACA is pleased that others joined us in refusing to yield to conventional wisdom and continuing to challenge an obvious attempt by Sinclair to subordinate the public interest to its quest to obtain TV station ownership hegemony."

At Common Cause, former FCC commissioner and special adviser to the consumer group Michael Copps said the demise of the deal  was due in large part to grass roots efforts to block it.

“Good riddance to a really bad deal that would have given Sinclair an unprecedented amount of control of our local media. Broadcasters are supposed to serve the needs of the communities where they operate," Copps said in a statement. "But Sinclair has shown its only interest is taking over as many local stations as possible to become a national network at the expense of local programming and diverse viewpoints. In the end there was massive opposition from all sides, which demonstrated Sinclair’s merger was clearly not in the public interest.

"The strongest impact came at the grassroots level. Hundreds of thousands of people, including over 50,000 Common Cause members, called on the FCC to block Sinclair’s merger," Copps continued. "It’s their victory and shows Americans want a media system that promotes local, diverse, and independent journalism. But Sinclair will be back with more deals, as will other media giants. At a time when we need more independent and diverse voices in our media, we must all stay vigilant and engaged.” 

Tribune Media Co., set to be acquired by Sinclair Broadcast Group, said that Matt Cherniss has decided to step down from his posts as president and general manager of WGN America and Tribune Studios, effective at the end of the month.

Cherniss has held those posts at Tribune since 2013.

Cable industry veteran Gavin Harvey has been named to serve as interim president of WGN America.

Under Cherniss, WGN America aired several well-regarded shows including Underground. The network is likely to change direction under Sinclair.

Read more at broadcastingcable.com.

21st Century Fox is reportedly considering options to derail Sinclair Broadcast Group’s potential takeover of Tribune Media, despite not wanting to acquire the station group itself, according to Bloomberg.

In a report Friday, Bloomberg said parties interested in buying Tribune as part of a consortium -- including investor Starboard Value, which owns 4.4% of Tribune -- had approached Fox.

Nexstar Media Group, which earlier this year closed its merger with Media General, is also considering a bid, Bloomberg said.

Read more at broadcastingcable.com.

David Diederich has been promoted to senior vice president, national ad sales at WGN America, from VP, ad sales and brand partnerships, Western region.

He will oversee national ad sales, based in Los Angeles. He will report to David Rotem, executive VP, ad sales, for WGN America.

“David is a talented leader within the ad sales and marketing organization and we are fortunate to have his vision and creativity as we continue to build something very special at WGN America,” Rotem said. “His role has grown in concert with the ascension of our network and we thrilled that he will continue to help lead this team.”

Tribune Media’s WGN America is in 80 million homes and airs such original series as Outsiders, Underground and Salem.

Before joining Tribune, Diederich was local sales manager at KCBS-TV Los Angeles.

Tribune media has struck a deal to sell its video, music and sports digital data business, Gracenote, to Nielsen for $560 million in cash.

Tribune will retain its consumer-facing Covers.com and ProSportsDaily.com.

Tribune says it will use most of the proceeds from the sale to pay down debt as well as going toward a dividend to shareholders in the first quarter of 2017. Tribune says it will also continue its $400 million stock repurchase plan.

RELATED: Gracenote Puts Up $54M for Two Sports Data Firms

Tribune has only owned Gracenote since 2014, when it bought the company from Sony for approximately $170 million. Gracenote collects, curates and delivers info about TV shows, sports, movies and music for clients including Time Warner Cable, Comcast, DirecTV, Amazon and Apple in the U.S., Europe, India, Latin America and Australia. Tribune cited Gracenote's strong presence in streaming music services, mobile devices and automotive music applications.

Moelis & Company and Guggenheim Securities were financial advisors on the deal.

“We are extremely proud to have grown our Digital and Data business into a vibrant global enterprise, with talented and creative people who deliver outstanding service to blue-chip clients around the world,” said Tribune Media President Peter Liguori. “From a strategic standpoint, however, we are pleased to be streamlining our company so that we can focus even more intently on seizing future opportunities for our local television and entertainment business."

Scripps Networks Interactive and Tribune Media said they have agreed to extend their joint ownership of Food Network. Terms of the multi-year agreement were not disclosed.

Scripps owns 68.7% of the channel and Tribune 31.3%. The deal periodically comes up for review and Scripps has said on several occasions that it would buy out its partner if the price was right.

Analysts believed Tribune would sell the interest – valued at about $1.5 billion at the time – when Tribune Media’s former parent, Tribune Co., emerged from bankruptcy protection  in 2012. Instead, Tribune decided to hold on to the stake.

 “Food Network is the strongest food media brand across the globe and continues to grow its footprint around the world,” said Scripps Networks chairman and CEO Ken Lowe in a statement. “We are very happy to be able to continue our long relationship with Tribune Media to grow this business for the long-term.”

 According to Scripps Networks’ 10-Q quarterly financial statement filed with the Securities and Exchange Commission in August, the partnership was set to expire on Dec. 31.   

“We’re extremely pleased to be extending our partnership with Scripps Networks Interactive for Food Network, which has become the gold standard for cable networks of all kinds,” said Tribune Media CEO Peter Liguori in a statement.  “We look forward to continued success in the years ahead.”

Having a big brother can be a very good thing for an independent cable network.

The proof is in the numbers — all of the independents that showed the biggest gains in carriage over the past six months have been in some way connected to a much larger content provider or distributor, like ESPN, Comcast or Sinclair Broadcast Group.

Among indie networks, Sinclair’s Tennis Channel had the biggest gain in subscribers between 2015 and 2016, according to SNL Kagan, adding 14.1 million customers. In second place was BabyFirst TV, with an increase of 10.2 million customers.

Rounding out the Kagan list is Boomerang (7.2 milion), FM (7.2 million) and beIN Sports (6.9 million). BabyFirst is one of the minority-controlled networks launched by Comcast as part of the conditions surrounding the FCC approval of its purchase of NBC Universal. Boomerang is owned by Turner Broadcasting (Time Warner Inc.), FM is part of Fuse Media — which includes cable network Fuse and is owned in part by MSG Networks — and beIN Sports is part of beIN Media Group, which operates 34 channels in 33 countries.

The big brother trend was prevalent between 2014 and 2015 as well, according to Kagan, when SEC Network (launched by ESPN) added 38.8 million homes. That year BabyFirst came in second again, with 10.2 million additions. It was followed by Univision Deportes (part of Spanish-language broadcaster Univision Communications) with 8.5 million, Comcast-launched minority channel Aspire (owned in part by NBA legend Earvin “Magic” Johnson) and Fusion (owned by Univision Communications), each with 8.5 million additional homes.

‘A LITTLE BIT OF MUSCLE’

“Sinclair has a little bit of muscle,” Telsey Advisory Group media analyst Tom Eagan said regarding independent networks hooking up with larger companies. “Tennis Channel had very little leverage.”

Tennis Channel was available in about 37 million homes in February, one month before it closed its deal to be purchased by Sinclair for $350 million. Five months later Tennis Channel said, on the eve of its coverage of the U.S. Open tennis tournament, it is available in 47 million homes and is on a path to grow that to 60 million by mid-2017.

Fueling that growth is its relationship with Sinclair, which has been one of the more aggressive broadcasters regarding retransmission-consent negotiations with distributors. With Sinclair’s added heft — it owns, operates or provides services to 173 stations in 81 markets — Tennis Channel has reached carriage deals with several additional distributors, including Charter Communications, Dish Network, Suddenlink Communications, Cable One and Frontier Communications.

Last month, on a conference call to discuss quarterly results, Sinclair executive vice president and chief operating officer David Amy said the Charter deal alone — which wasn’t expected to kick in until mid-August — would add about 1 million homes to Tennis Channel’s rolls.

Tennis Channel is carried on the expanded basic or digital basic packages on Bright House, Charter, Dish Network, Frontier, Suddenlink and Cable One, with similar rollouts planned in the months ahead for AT&T U-verse, Buckeye, Comcast, DirecTV, Mediacom Communications, Cincinnati Bell and WideOpenWest.

Other broadcasters have turned to creating their own pay TV channels to boost revenue and make their overthe- air content more compelling. Tribune Media converted former superstation WGN into WGN America in 2008 and began collecting cable-carriage fees for it in 2014, and Sinclair launched American Sports Network in 2014 and sci-fi network Comet TV in 2015.

Having that extra content doesn’t always translate into more carriage and heftier fees. Tribune found that out on June 13, when Dish Network declined to renew its Tribune retransmission-consent agreement covering 42 Tribune stations in 33 markets and including WGN America. That dispute was ongoing at press time. (Note: Dish and Tribune Media resolved their dispute and Tribune stations and WGN America were restored to Dish on Sept. 3.)

This article was updated on Sept. 8 to correct factual errors concerning the ownership of the Boomerang channel, the conversion of WGN into WGN America and a reference to the Ring of Honor wrestling program.

In a tersely worded statement, Dish Network said late Tuesday that it has reached a carriage agreement with the NFL Network, making the professional football channel available to customers in time for pre-season action slated for later this month.

In a one-paragraph statement, Dish said it has reached a multi-year agreement for carriage of NFL Network and Red Zone. Terms of the deal were not disclosed.

NFL Network and Red Zone went dark to Dish subscribers on June 16. It was the first time in the network’s 13-year history that it had been dropped by a distributor, according to the league.

The deal comes in time for Dish subscribers to catch the network’s coverage of all 65 pre-season games, including 13 live contests, beginning on Aug. 11.

Whether that means Dish is open to a deal with Tribune Media – the station group that has been dark to Dish customers since June 12 – or is hedging its bets by offering pre-season football access through another source, remains to be seen. Tribune kicked off a campaign to inform Dish viewers in Indiana earlier on Aug. 2 that they could lose access to 17 Indianapolis Colts games if a deal isn’t reached.

The one-month anniversary of the retransmission-consent dispute between Tribune Media and Dish Network passed with little fanfare last week. And though both sides claim they are still negotiating toward a settlement, some analysts believe that the end to the spat will be more a question of endurance than of compromise.

About 42 Tribune stations in 33 markets went dark to about 5 million of the satellite-TV provider’s customers on June 12, after the parties couldn’t reach a retransmission-consent agreement.

Dish has claimed that Tribune is asking for more than double the old rate for its stations and cable network WGN America, while Tribune has countered that its requested rates are in line with what comparable distributors have already paid and reflect the value of its content.

AT LOGGERHEADS

In an interview last week, Dish senior vice president and deputy general counsel Jeff Blum said the satellite company has been distributing free over-the-air antennas to Dish customers in the affected areas. Dish has also proposed several extension scenarios that would put the stations back on the air during talks and, once a deal was reached, the terms would be retroactive, Blum said.

Tribune has rejected those offers as self-serving for Dish, counterin with a longer extension proposal, which the satellite company rebuffed.

Adding to the acrimony is that broadcasters are beginning to buy pay TV networks — Sinclair Broadcast Group held up its retrans negotiations with Dish last year by trying to secure carriage for a cable channel it didn’t yet own, which turned out to be Tennis Channel — but managed to eventually work out a deal.

Tribune only owns one pay TV channel, WGN America, which was originally a superstation feed of WGN-TV in Chicago before it converted to a cable network in 2014. The network’s fees are low, though. Last year, SNL Kagan estimated WGN America attracted 8 cents per subscriber per month. Retrans fees are much higher, usually in the range of $1 to $2 per subscriber, per month.

PAST BATTLES

Tribune has had some retrans scuffles in the past. It went dark to DirecTV customers in 2012 for about four days and was blacked out to Cablevision Systems customers in the New York area in 2012 for nearly two months.

That willingness to wait it out until the other guy blinks may be a key component of the negotiations, Telsey Advisory Group media analyst Tom Eagan said.

Tribune said it is still in contact with Dish and hopes a deal can be reached, but it isn’t ready to blink just yet. The broadcaster has balked at Dish’s offer of baseball- style arbitration — it says that carriage deals are too complicated and nuanced for that type of settlement.

Eagan sees Dish with a slight edge in talks for two reasons: It isn’t as concerned with subscriber losses as other pay TV operators, and its lack of a broadband service could prevent Tribune from blocking out online access to programming for Dish subscribers.

“Management, and to a degree the Street, doesn’t care so much about subscriber growth,” Eagan said in an interview. “It isn’t that big a driver of the stock.”

Eagan said he sees Dish’s willingness to sacrifice subscriber growth for a more favorable rate as endemic to its overall strategy. It isn’t just negotiating for this deal, it is negotiating for future deals, too.

“I don’t know what broadcast-station group renewals come up after this, but they [Dish] are trying to draw a line in the sand,” Eagan said.

RISKY STRATEGY

But pay TV subscribers are fickle. In 2013, Time Warner Cable dug in its heels during a summer dispute with CBS, a period thought to be ripe for a blackout — there are no major sporting events, reruns rule the broadcast airwaves and most people spend more time off the couch. A month later — after Time Warner Cable had lost 300,000 basic-video customers, the worst quarterly subscriber loss in its history — CBS had its deal at terms close to what it had originally asked for.

No one is expecting a similar fate for Dish in this go-round. Eagan said times are different, the markets are smaller and there were fewer over-the-top alternatives in 2013. Tribune stations offer news, sports and weather information via individual station apps and websites, and viewers can access broadcast-network programming streamed online through their respective websites and apps.

“While that poses a risk for the operator in general because they have substitutes, but it also makes it easier for them [subscribers] to not leave the operator if they suddenly lose a programmer or a channel,” Eagan said.

Dish Network has asked Tribune Media to submit to baseball-style arbitration to settle their days-long retransmission-consent dispute, a move that would restore Tribune's channels while talks continue.

Update:Tribune: Let FCC Monitor Dish Talks

About 42 Tribune stations in 33 markets went dark to Dish customers at 7 p.m. on Sunday. Dish has complained that the broadcaster is asking for an exorbitant rate hike and extended carriage for its WGN America cable channel while Tribune argues it is merely asking for fair market value for its content.

"We want to return these local stations to our customers immediately, and binding, baseball-style arbitration offers a path to reach a fair deal and to serve the best interests of our customers," said Dish executive vice president of programming Warren Schlichting in a statement.

Related:Tribune: Dish Giving Broadcaster Cold Shoulder

In the meantime, Dish continues to hand out "tens of thousands" of free over-the-air antennas to customers affected by the blackout.

"Our solution to offer free over-the-air antennas to impacted consumers has been tremendously successful, and provided consumers with a meaningful option to fight back against the unreasonable demands of broadcasters whose primary goal should be to serve the very consumers that they are using as pawns to gain negotiating leverage," Schlichting continued in his statement.

With Game Six of the NBA Championship Finals looming, broadcaster Tribune Media said it is getting the silent treatment from Dish Network, concerning their days-old retransmission consent dispute.

About 42 stations in 33 markets went dark to Dish customers at 7 p.m. on Sunday. Dish has said that Tribune is trying to force an exorbitant rate increase coupled with full carriage of its WGN America cable network as terms for a deal. Tribune argues that it is merely asking for fair compensation for its content.

As the battle rages on, Tribune said in a statement Tuesday that it had submitted a proposal to Dish at 11:50 p.m. on Sunday and has yet to hear a response from the satellite TV service provider. Tribune did not reveal the terms of that offer.

 “It has been more than 48 hours and we’ve had zero response to it, and as a result of Dish’s unresponsiveness, their subscribers suffer the consequences—missing important local news and entertainment programming as well as one-of-a-kind live sporting events like the NBA Finals and The U.S. Golf tournament,” said Tribune Media senior vice president of corporate relations, Gary Weitman, said in a statement. “We stand ready to negotiate, but we can’t do so alone.”

In the meantime, Tribune said “tens of thousands” of Dish customers will not see Major League Baseball's Chicago Cubs meet the Washington Nationals this afternoon on WGN-TV. Thursday night’s NBA Finals Game 6 could also be a washout for some Dish subscribers if a deal isn’t reached. Tribune estimated about 1.5 million Dish subscribers in its Fox-affiliated markets could miss this this weekend’s U.S. Open golf tournament as well.

Dish said it proposed a brief extension with a true-up provision while it continued negotiations that was rejected by Tribune.

“Dish offered to extend the contract so that consumers would have continued access to the Tribune channels while negotiations continued,” Dish said in a statement. “Tribune rejected our offer.  Only Tribune can cause a channel blackout.  Rather than continuing to negotiate in good faith, Tribune chose to remove their channels from Dish. We have yet to receive a reasonable response to our last offer. Rather than negotiate in the Press we suggest that Tribune respond to our last offer with a meaningful and fair offer for our customers.”

WGN America has launched a new mobile app supporting its Underground-Railroad drama series Underground. Features in the app -- launched on the Apple and Android platforms -- include behind-scenes video, character and cast information, links to watch full episodes (if verified) on the show's home page and a channel finder for people trying to locate the Tribune Media-owned network on their TV lineups. The series, revolving around the "Macon 7" group of African American slaves who escape a Georgia plantation seeking freedom north of the Ohio River in 1857, is midway into a 10-episode first season. The sixth episode, "Troubled Waters," airs tonight at 10 p.m. ET/PT.

READ MORE: Bringing Underground to the surface: an interview with executive producer John Legend.

WGN America calls Underground the No. 1 social program on cable on Wednesday nights, and the app contains sheareable content. It is averaging 3.1 million viewers on a live plus seven day viewing basis, according to the network.

Christa Robinson has joined CBS News as senior vice president of communications. She reports to David Rhodes, president of the division, and Gil Schwartz, chief communications officer for CBS Corporation and will oversee CBS News’ day-to-day media relations activities, as well as public affairs and communications strategy. She will report to both Rhodes and Schwartz.

Robinson had led communications at CNN and its global networks for more than a decade, CBS noted in a release. More recently she oversaw corporate communications for Tribune Media and served as director of communications for the White House Domestic Policy Council in the Clinton administration. CBS News said she will play a senior role in directing all the division’s communications strategies and public relations activities, "working to enhance and expand its media presence for broadcast and digital platforms."

Cablevision Systems and Tribune Media have struck a multi-year retransmission agreement for Tribune's stations in New York; Hartford, Conn.; and Philadelphia as part of a larger deal that includes WGN America, data and the Newsday newspaper.

In addition to the stations, Cablevision will carry Cablevision's WGN America network (pictured: Manhattan) in New York, New Jersey and Connecticut beginning in January 2016.

Also, Cablevision renewed its use of Tribune's Gracenote TV listings and movie data for Cablevision's interactive programming guide, DVR and VOD set-top content.

For its part, Tribune will get access to Cablevision's audience data and analytics.

Finally, Cablevision has acquired Tribune's 2.8% stake in Newsday Holdings, giving Cablevision sole control of the company, which includes Newsday and its suite of weekly shoppers.

Tribune Media said it has filed documents with the Securities and Exchange Commission for a secondary offering of about 9.2 million shares of stock to be sold by certain shareholders. The media company, which owns TV stations and cable network WGN America, said it will not receive any proceeds from the offering.

According to the filing, about 9.2 million shares will be sold by certain stockholders affiliated with Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P. and JPMorgan Chase Bank, N.A., which represents about 25% of such stockholders' current ownership in the company. In connection with the offering, the selling stockholders will grant the underwriters an option to purchase up to 1,386,010 additional shares of Class A common stock.

The offering is being made through an underwriting group led by Morgan Stanley and J.P. Morgan Securities LLC, who are acting as joint book-running managers and as representatives of the underwriters for the offering. Goldman, Sachs & Co. and Deutsche Bank Securities are also acting as joint book-running managers.

WGN America’s drama series Manhattan, an imagining of the people, science and internal conflicts that went on during the Manhattan Project to build an atomic bomb late in World War II, won the 2015 SXSW Jury Award for Excellence in Title Design, besting 22 other film and television finalists, including Captain America: The Winter Soldier (Marvel Studios), American Horror Story 4: Freakshow (FX), Godzilla (Warner Bros.), 22 Jump Street (Columbia Pictures) and The Leftovers (HBO). Dan Gregoras, creative director at Imaginary Forces, illustrated the winning title design. Manhattan’s main title sequence can be viewed here. A full list of winners of 2015 SXSW Film Awards is here.

Manhattan, which debuted in 2014, will return for a second season later this year (see this story). Earlier, John Lindley, the director of photography, won the American Society of Cinematographers’ Outstanding Achievement Award in a Television Movie, Miniseries, or Pilot for his work on the premiere episode of the series, “You Always Hurt the One You Love.”

Tribune Media stations in Oklahoma City and Memphis, Tenn., went dark on Cable One systems on Friday, after the two reached a stalemate in retransmission consent negotiations.

Cable One has taken a hardline stance in carriage negotiations in the past – it is currently in its eighth month of a blackout of Viacom networks over rates  – but has managed to reach some deals. Earlier this month it agreed to a multi-year deal with NBC Universal, including carriage of NBCU’s owned and operated stations and cable networks. In the latest dispute with Tribune, Cable One said the impasse centers on the broadcaster’s pricing demands.

As a result two Tribune Media stations in Oklahoma City – KFOR (NBC) and KAUT (My Network TV)– and its CBS affiliate in Memphis, WREG, went dark to Cable One customers in those areas at 5 p.m. on Friday.

“For the past several weeks we’ve been in negotiations with Tribune Media for the right to retransmit their channels and we have made every effort to reach a fair deal,” Cable One  said in a statement. “Tribune Media, however, is demanding a 324% rate increase and they have refused our proposal to pay a rate that is more than fair. Tribune also refused our request for an extension so that we could keep these channels up and running for our customers while negotiations continued.”

Cable One said it would continue to work to return the channels to its lineup.

Tribune Media had another take on the dispute, adding that negotiations with the operator have been attempted in good faith and the broadcaster offered what it considered to be fair value pricing for its programming.

“Unfortunately, we could not come to an agreement that fairly compensated us for the high quality programming, news and sports our stations provide their community,” Tribune Media spokeswoman Jessica Bellucci said in an e-mail message.

Tribune added that it had granted Cable One an extension in the past -- the original agreement expired on Dec. 31.

"We are extremely disappointed that Cable One is unwilling to come to a fair agreement," Tribune said in a statement. "We are deeply committed to serving our viewers and, in fact, we have completed more than 300 carriage agreements without any service interruptions in just the past several months. In contrast, Cable One has taken off at least four network groups in the last 18 months. It is unfortunate that Cable One is refusing to engage in a reasonable negotiation which would allow the station to remain on the air."

Tribune Media Co. said its WGN America is debuting on cable television systems in Chicago, Boston, Philadelphia, Seattle and Washington, D.C., starting today, as it begins converting from a superstation to a cable network. Tribune said these first launches are occurring on Comcast systems under agreements with the nation's largest cable operator. More launches and conversions will be happening on distributors this month and throughout 2015, Tribune said.

The conversion -- which means obtaining license fees under agreements from distributors instead of royalty payments -- follows Tribune's investment in original content on WGNA, including new series Salem and Manhattan, both of which have been renewed for second seasons in 2015. The network's first two unscripted series, Wrestling with Death and Outlaw Country will premiere on Tuesday, Jan. 13, and Tuesday, Feb. 24, respectively. WGNA also is adding syndicated dramas Person of Interest, Elementary and Blue Bloods in September 2015.

More as the story develops. 

Tribune Media Co. has received approval from the New York Stock Exchange to list its Class A common stock under the symbol “TRCO.” The company, which includes both broadcast TV and cable assets, expects to begin trading on the NYSE on Dec. 5.

Tribune Media is the result of Tribune Media Co.’s spin-off of its publishing assets – including 10 major daily newspapers, more than 60 digital properties and 180 verticals in markets like Los Angeles; Chicago; South Florida; Hartford, Conn.; Allentown Pa.; Baltimore; and Newport News, Va.  – into a separate publicly traded entity called Tribune Publishing in August. Tribune Publishing began trading on the NYSE under the symbol “TPUB” on August 5.

Tribune Media includes 42 television stations, cable channel WGN America, Tribune Studios and digital assets such as Zap2it and TV By the Numbers, and multicast networks Antenna TV and This TV.

Gracenote will keep its data vaults stocked with more movie and TV information following its $50 million acquisition of Baseline.

Gracenote said the deal, announced Wednesday, will deepen its existing video metadata by adding detailed, descriptive information about movies and TV productions from Baseline that will help it “power next generation TV and video experiences.”

Baseline’s database contains information from more than 300,000 movies and TV projects, and data on nearly 1.5 million TV and film pros via its The Studio System product, Gracenote said, noting that Baseline’s licensed data powers video search and discovery features for a number of TV Everywhere apps as well as online video services run by companies such as Hulu and Vudu.

Baseline will continue to operate from its Los Angeles headquarters.

“The acquisition of Baseline continues our strategy to build upon our existing metadata expertise to advance Gracenote’s leadership in entertainment data and services,” said Peter Liguori, president and chief executive officer of Tribune Media, in a statement (Tribune acquired Gracenote for $170 million earlier this year). “We’ve made strategic acquisitions in the last few months that have expanded our geographic footprint and have strengthened Gracenote’s services. In combination with our recent international acquisitions, Baseline is yet another example of our commitment to provide customers the highest standard of global solutions in the metadata space.”

“For years, Baseline has served as the trusted source for entertainment data to help digital media companies, studios and agencies stay on top of a fast changing industry,” added John Batter, who recently left M-GO to become CEO of Gracenote. “Baseline’s deep production data coupled with its existing relationships with the studio community will help us improve the depth and breadth of the data we offer to existing Gracenote customers, as well as provides us a foundation to build products aimed squarely at serving the entertainment industry."

Gracenote’s acquisition follows other recent M&A activity for the company. In July Tribune Digital Ventures acquired What’s-ON, a TV search and electronic program guide data provider for India and the Middle East, for $27 million.