The FCC has released its Sinclair-Tribune hearing designation order (HDO) on the companies' proposed merger, and as expected, it raises issues about three station sales.
The order was approved unanimously and could spell the death knell for the deal.
The FCC said it has "significant questions" about whether those proposed divestitures, of two stations in Texas and WGN-TV Chicago, were "sham" transactions. Until and unless those are resolved, "we are unable to find, based upon the record before us, that grant of the applications would be consistent with the public interest," the FCC said.
The order cites the transfer of WGN-TV to Steven Fader, who has no prior broadcasting experience and serves as the CEO of a company in which Sinclair's executive chair, David Smith, has a controlling interest.
"Moreover, Sinclair would have owned most of WGN-TV’s assets, and pursuant to a number of agreements, would have been responsible for many aspects of the station’s operation," the FCC said. "Finally, Fader would have purchased WGN-TV at a price that appeared to be significantly below market value, and Sinclair would have had an option to buy back the station in the future."
Sinclair has said it has done nothing wrong and has been straightforward with the FCC about what it was doing.
The FCC said those facts "raise questions about whether Sinclair was the real party in interest under commission rules and precedents, and attempted to skirt the commission’s broadcast ownership rules."
While Sinclair has withdrawn those three applications, the FCC said, "[M]aterial questions remain because the real party-in-interest issue in this case includes a potential element of misrepresentation or lack of candor that may suggest granting other, related applications by the same party would not be in the public interest."
In other words, the FCC is saying that if they were sham transactions, it isn't sure it should grant any of the transfers in the deal.
And the FCC won't consider Sinclair's effort to fix the problem with the three stations.
"Given the seriousness of the issues presented, we direct the Media Bureau to hold in abeyance all other pending applications and amendments thereto related to the overall proposed Sinclair-Tribune transaction until the issues that are the subject of this Hearing Designation Order have been resolved with finality," the FCC said.