	Introduction

On May 8, 2017, Sinclair Broadcast Group Inc. announced that it agreed to acquire the Tribune Media Company for $6.6 billion. The transaction, if approved by shareholders and the U.S. government, would make Sinclair the nation's largest television broadcast company, giving it access to a far larger share of U.S. households than any other television broadcaster. It then discusses the specific matters the Federal Communications Commission (FCC) and the Antitrust Division of the U.S. Department of Justice (DOJ) must examine in reviewing Sinclair's proposal to purchase Tribune. Sinclair reported more than $2.7 billion in total revenues in 2016. Sinclair is also the largest producer of local news in the country. In February 2017, the FCC's Media Bureau rescinded this guidance. 108-199 , directed the FCC to adopt rules that would cap the reach of a single company's television stations at 39% of U.S. television households. In April 2017, after Commissioner Pai became chairman, the FCC reinstated the UHF discount. Under that law, the purpose of DOJ's review is to ensure that Sinclair's acquisition of Tribune Media will not substantially reduce competition. 2. 3. Radio/Television Cross-Ownership Rules

The radio/television cross-ownership rules limit ownership of broadcast radio and television stations serving the same geographic area. The rules specify conditions regarding the proximity of radio and television stations that trigger the application of the rules, and how to count the number of separately-owned media outlets in a market, including television stations, radio stations, newspapers, and cable systems. The FCC's local television ownership rules permit an entity to own or control two television stations in the same television market so long as the overlap of the stations' signals is limited and the joint control does not violate the "top four/eight voices test" (described in Table 1 ). Sinclair could continue to operate KENV without running afoul of the FCC's ownership regulations. Sinclair-Tribune Transaction

In the case of the Sinclair-Tribune transaction, both the FCC and DOJ would likely review the impact of Sinclair's acquisition of Tribune's stations in the 12 markets where Sinclair already owns stations. Secondly, the FCC's local media ownership rules would permit Sinclair to assume Tribune's sharing agreements in the Norfolk-Portsmouth-Newport News, VA, and Wilkes Barre-Scranton-Hazleton, PA, television markets. If the FCC changes or proposes to change the national television ownership rules, Sinclair would amend its application. The ability of broadcast television stations to produce and distribute local news sets them apart from other electronic media, such as online video distributors, national television networks, and MVPDs. Thus, in addition to the traditional competition analysis that both the DOJ and FCC are to undertake when reviewing the Sinclair-Tribune merger, the potential scale and scope of Sinclair's news operations post-merger will require a public interest review by the FCC.
On May 8, 2017, Sinclair Broadcast Group Inc. announced that it agreed to acquire the Tribune Media Company for $6.6 billion, including $3.9 billion for Tribune's stock, and the assumption of $2.7 billion of Tribune's debt. The transaction, if approved by shareholders and the U.S. government, would make Sinclair the nation's largest television broadcast company, giving it access to a far larger share of U.S. households than any other television broadcaster.
Both the U.S. Department of Justice (DOJ) and the Federal Communications Commission (FCC) must approve Sinclair's transactions before they can close. The DOJ is to review the transaction to ensure that it will not substantially reduce competition. The FCC is to review whether the transaction would (1) violate FCC broadcast media ownership rules and (2) serve the public interest.
The Sinclair-Tribune transaction potentially runs afoul of two FCC rules regarding broadcast ownership:
local television ownership rules (sometimes referred to as the "duopoly" rules), which limit common ownership of television stations serving the same geographic region; and the FCC's national television ownership rules, which cap the reach of a single company's television stations to 39% of U.S. television households.
Recent rule and policy changes determining how the FCC defines ownership and television household reach, however, may allow Sinclair to own and/or operate more Tribune stations than it might otherwise.
In February 2017, the FCC's Media Bureau rescinded previous guidance that it would closely scrutinize any proposed transactions that included certain types of operational and financial agreements between two separately owned stations. In April 2017, the FCC reversed a previous decision to eliminate the "UHF discount," which discounts by half the total number of television viewers reached by UHF stations for the purpose of enforcing its national ownership rule.
Sinclair is the largest producer of local news in the country. If government agencies approve Sinclair's acquisition of Tribune without modifications, the 233 stations that would be owned or operated by Sinclair could reach 72% of the 114.7 million households receiving television over-the-air or via cable or satellite. The two companies own or operate stations in 14 common markets. Current FCC ownership rules address the overlaps in 12 of those 14 markets.
Nevertheless, current FCC rules do not preclude Sinclair from entering into operational and financial agreements with third-party stations in two of those 12 markets: Wilkes-Barre, PA, and Norfolk-Portsmouth-Newport News, VA. The DOJ might preclude such arrangements on antitrust grounds.
The ability of broadcast television stations to produce and distribute local news sets them apart from other electronic media, such as online video distributors, national television networks, and cable and satellite operators. Thus, in addition to the traditional competition analysis that both the DOJ and FCC are to undertake when reviewing the Sinclair-Tribune transaction, the potential scale and scope of Sinclair's news operations will require a public interest review by the FCC.