**Before the**

**Federal Communications Commission**

**Washington, D.C. 20554**

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| In the Matter of                 | *  | File Nos. BALCT-20070504ADI  |
|                                  | *) | *et al.*                     |
| **Clear Channel Broadcasting     | ** |                              |
| Licenses, Inc.**                 |    |                              |
|                                  | *  |                              |
| **Citicasters Co.**              | *) |                              |
|                                  | ** |                              |
| **Central NY News, Inc.**        |    |                              |
|                                  | *  |                              |
| **CCB Texas Licenses, L.P.**     | *) |                              |
|                                  | ** |                              |
| **Capstar TX Limited             |    |                              |
| Partnership**                    | *  |                              |
|                                  | *) |                              |
| **Bel Meade Broadcasting         | ** |                              |
| Company, Inc.**                  |    |                              |
|                                  | *  |                              |
| **Ackerley Broadcasting          | *) |                              |
| Operations, LLC**                | ** |                              |
|                                  |    |                              |
| **Ackerley Broadcasting Fresno,  | *  |                              |
| LLC**                            | *) |                              |
|                                  | ** |                              |
| (Assignors)                      |    |                              |
|                                  | *  |                              |
| and                              | *) |                              |
|                                  | ** |                              |
| **Newport Television LLC**       |    |                              |
|                                  | *  |                              |
| (Assignee)                       | *) |                              |
|                                  | ** |                              |
| For Assignment of License of     |    |                              |
| Station WPMI-TV, Mobile, Alabama | *  |                              |
| *et al.*                         | *) |                              |
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+----------------------------------+----+------------------------------+

**MEMORANDUM OPINION AND ORDER**

**Adopted: November 13, 2007 Released: November 29, 2007**

By the Commission: Commissioner Copps dissenting and issuing a
statement.

# INTRODUCTION

1.  The Commission has under consideration the unopposed applications
    listed in the attached Appendix that seek consent to assign 35
    broadcast television licenses and associated low-power, Class A, and
    television translator licenses from the above-captioned,
    wholly-owned subsidiaries of Clear Channel Communications, Inc.
    ("Clear Channel") to Newport Television LLC ("Newport"). In
    connection with the proposed acquisition, Newport has requested six
    months to bring its investors into compliance with Section
    73.3555(b) of the Commission's Rules (the "local television
    ownership rule") in nine markets.[^1] Newport also requests a
    continuing waiver of Section 73.1125 of the Commission's Rules (the
    "main studio rule") to permit it to utilize the studio of station
    KSAS-TV, Wichita, Kansas, as the main studio for commonly-owned
    stations KAAS-TV, Salina, Kansas, and KOCW(TV), Hoisington,
    Kansas.[^2] We grant the applications, subject to the conditions set
    forth below. We also deny in part a petition filed by Buckley
    Broadcasting of Monterey ("Buckley"), seeking reconsideration of the
    2002 Commission decision granting applications to transfer control
    of the Ackerley Group, Inc. to Clear Channel.[^3]

# BACKGROUND

2.  On December 20, 2006, the Commission issued a public notice
    accepting for filing applications seeking consent to transfer
    control of Clear Channel from its current shareholders to the
    stockholders of BT Triple Crown Merger Co., Inc. ("BT Triple
    Crown").[^4] Those applications, which remain pending, include both
    the broadcast television and radio authorizations ultimately
    controlled by Clear Channel. Clear Channel stated in the
    applications, however, that it was actively seeking to sell its
    broadcast television stations prior to consummation of the transfer
    of control, and the instant transaction is the result of these
    efforts.[^5] Newport proposes to acquire Clear Channel's broadcast
    television stations, and associated television translator and low
    power television stations, for approximately \$1.255 billion. The
    instant applications are unopposed. Newport, which has been formed
    for the purposes of the proposed transaction, is wholly owned by
    investment funds that are commonly controlled affiliates of
    Providence Equity Partners, Inc. ("PEP"). The PEP investment funds
    involved in this transaction are structured so that they will
    ultimately be controlled by three investment managers - Jonathan
    Nelson, Glenn Creamer, and Paul Salem - with the remainder of the
    equity held by insulated limited partners.[^6]

3.  On March 27, 2007, the Commission conditionally approved the
    acquisition of Univision Communications, Inc. ("Univision") by
    Broadcasting Media Partners, Inc. ("BMPI"), an investor group that
    also includes PEP investment funds.[^7] As a result of the *2007
    Univision Order*, PEP holds an attributable, 19% interest in
    Univision. In addition, as further noted in the *2007 Univision
    Order*, PEP holds an attributable, 16% interest in Freedom
    Communications Holdings, Inc. ("Freedom"), and an attributable,
    33.3% interest in Bustos Media, LLC ("Bustos").[^8] PEP, through its
    interest in Univision, also has an attributable interest in
    television stations owned and controlled by Entravision
    Communications Corporation ("Entravision") that are affiliated with
    the Univision Television Network, and can only be sold with the
    approval of Univision.[^9]

4.  PEP's interests in Univision and Freedom resulted in violation of
    Section 73.3555(d) of the Commission's Rules (the
    "newspaper/broadcast cross-ownership rule") in five markets.[^10]
    Therefore, in the *2007 Univision Order* the Commission required PEP
    to take steps to come into compliance with the newspaper/broadcast
    cross-ownership rule within six months of consummation of the
    Univision/BMPI transaction. The post-merger Univision was given the
    choice of divesting, within six months of consummation, either the
    necessary broadcast stations in those markets where PEP's interest
    in Freedom resulted in violation of the broadcast/newspaper
    cross-ownership rule, or divesting PEP's minority interest in
    Freedom. [^11] BMPI consummated its acquisition of Univision on
    March 29, 2007, and, as a result, set September 29, 2007, as the
    deadline for meeting this divestiture condition. On June 25, 2007,
    PEP, after filing the instant applications, filed a letter notifying
    the Commission that it intended to divest its interest in Freedom by
    September 27, 2007.[^12] Subsequently, on September 25, 2007, PEP
    requested, and the staff granted, a 30-day extension of the deadline
    through October 29, 2007. On October 31, 2007, PEP filed a further
    Motion for Extension of Time, in which it states that it "had
    intended to comply with the \[Univision condition\] by way of
    redemption of its attributable interest in Freedom," but that "due
    to extraordinarily volatile conditions in the credit market and
    newspaper industry in general," it has not been able to obtain the
    necessary financing.[^13] Instead, it proposes to convert its
    interest in Freedom into one that is not attributable under the
    Commission's rules and, by doing so, come into compliance with the
    broadcast/newspaper cross-ownership rule in the five markets at
    issue.[^14]

5.  Newport acknowledges that, following consummation, PEP's interests
    will violate the broadcast television ownership rule in nine
    markets[^15] and has requested six months from consummation to bring
    these combinations into compliance with the local television
    ownership rule, either by sale of nonconforming broadcasting
    television stations, or by rendering a current attributable interest
    nonattributable "consistent with the Commission's attribution
    guidelines."[^16]

# DISCUSSION

6.  **Multiple Ownership Showings.** Under the local television
    ownership rule, a party may own, operate or control two television
    stations within the same Nielsen Designated Market Area ("DMA") if
    the Grade B contours of the stations do not overlap, or if eight or
    more independently owned and operating commercial and noncommercial
    television stations will be licensed to the DMA and at least one of
    the stations is not ranked within the top four stations in the DMA
    in terms of audience share.[^17] Newport will be acquiring existing
    Clear Channel television duopolies in the following five markets:
    Little Rock--Pine Bluff, Arkansas; Memphis, Tennessee; Mobile,
    Alabama/Pensacola, Florida; Eugene, Oregon; and Tulsa, Oklahoma.
    Having reviewed the showings, we agree that the Little Rock,
    Memphis, Mobile, and Tulsa duopolies will comply with the numerical
    ownership limits of the local television ownership rule.[^18] In the
    Eugene, Oregon, DMA, Clear Channel currently owns station KMTR(TV),
    Eugene, Oregon, and station KTCW(TV), Roseburg, Oregon, pursuant to
    a satellite exception to the local television ownership rule.[^19]
    Newport states, however, that use of the Longley-Rice terrain
    shielding methodology indicates that there exists no actual Grade B
    overlap between the stations and, thus, that common ownership is
    consistent with the local television ownership rule. After a review
    of the engineering showing provided by Newport, we agree that there
    is no actual Grade B contour overlap between station KMTR(TV) and
    station KTCW(TV).[^20] Common ownership of these stations,
    therefore, does not implicate the local television ownership rule.
    Newport has certified that both stations comply with the
    requirements of the main studio rule. Newport will also acquire
    station KSAS-TV, Wichita, Kansas, station KOCW(TV), Hoisington,
    Kansas, and station KAAS-TV, Salina, Kansas, all of which are
    located in the Wichita-Hutchinson, Kansas, DMA. Common ownership of
    these three stations will not implicate the local television
    ownership rule because the stations' respective Grade B contours do
    not overlap. Since stations KAAS-TV and KOCW(TV) utilize the main
    studio of station KSAS-TV as their main studio, Newport has
    requested a waiver of Section 73.1125 of the Commission's
    Rules.[^21]

7.  Following consummation of the proposed transaction, PEP will, due to
    its interests in Newport, Univision, Entravision, and Freedom, hold
    interests in broadcast television stations that violate the
    numerical ownership/voice count limits of the local television
    ownership rule in the following nine DMAs: Bakersfield, California;
    San Francisco-Oakland-San Jose, California; Santa Barbara-Santa
    Maria-San Luis Obispo, California; Salt Lake City, Utah;
    Albany-Schenectady-Troy, New York; Jacksonville, Florida;
    Fresno-Visalia, California; San Antonio, Texas; and
    Monterey-Salinas, California. In requesting waivers, Newport cites
    instances where the Commission has granted 24-month, 18-month and
    12-month waivers of the multiple ownership rules.[^22] Newport also
    states that "neither \[Newport\] nor PEP presently operates any
    broadcast station, nor does either entity have a controlling
    interest, in any broadcast licensee in any of the affected
    markets."[^23] Newport states that "as a further safeguard to
    preserve media diversity in the markets at issue here, during the
    waiver period \[Newport\] will maintain the separate management,
    programming and sales operations of the stations in the markets in
    which duopoly waivers are granted."[^24] Finally, Newport maintains
    that the level of media diversity in each of the nine markets is
    similar to or greater than markets in which the Commission has
    previously granted temporary waivers of the multiple ownership
    rules.[^25]

8.  In the Bakersfield, California, market, PEP investment funds, as a
    result of their interest in Univision, hold a cognizable interest in
    station KUVI-TV, Bakersfield, California. Clear Channel currently
    controls station KGET-TV, Bakersfield, California. Because the
    Bakersfield, California, DMA will contain only three independently
    owned and operating commercial and noncommercial television stations
    after consummation, PEP may only have a cognizable interest in one
    television station. Consequently, the transaction will result in PEP
    holding interests that exceed the numerical ownership limit of the
    local television ownership rule by one television station. In
    requesting a temporary 6-month waiver of the local television
    ownership rule, Newport cites competition from multichannel video
    programming distributors ("MVPDs"), a cable penetration rate of over
    56%; and the fact that over 81% of the households in the market
    subscribe to some form of MVPD service.[^26] Newport also states
    that there are 43 broadcast radio stations licensed to communities
    in the DMA, and that one daily newspaper and five weekly newspapers
    are published in the market.

9.  In the San Francisco-Oakland-San Jose market, PEP investment funds,
    as a result of their interest in Univision, hold cognizable
    interests in stations KDTV(TV), San Francisco, California, and
    KFSF-TV, Vallejo, California. Common ownership of these stations
    complies with the local television ownership rule.[^27] Clear
    Channel currently controls station KFTY(TV), Santa Rosa, California.
    PEP may hold attributable interests in at most two television
    stations regardless of the number of independently owned and
    operating television stations in a DMA. Thus, the transaction will
    result in PEP exceeding the numerical ownership limit of the local
    television ownership rule by one television station. In requesting a
    temporary waiver, Newport states that over 88% of households in the
    San Francisco-Oakland-San Jose DMA subscribe to some form of MVPD
    service with a cable penetration rate of 68%; that there are 29
    independent radio voices in San Francisco, 20 independent radio
    voices in Sacramento, and eight Arbitron independent radio voices in
    Santa Rosa; and that there are 22 daily newspapers and 53 weekly
    newspapers published in the DMA.[^28]

10. In the Santa Barbara-Santa Maria-San Luis Obispo, California DMA,
    Entravision controls station KPMR(TV), Santa Barbara, California,
    which is attributable to Univision. PEP, as an attributable interest
    holder in Univision, also holds an attributable interest in station
    KPMR(TV). Clear Channel currently controls station KCOY-TV, Santa
    Maria, California. Because the Santa Barbara-Santa Maria-San Luis
    Obispo, California DMA will contain only four independently owned
    and operating commercial and non-commercial television stations
    after consummation, PEP may only have an attributable interest in
    one station in the market. Thus, the transaction will result in PEP
    exceeding the numerical ownership limit of the local television rule
    by one television station. In requesting a temporary waiver, Newport
    states that the DMA's cable television penetration rate is 67%; that
    seven different cable systems owned by six different cable operators
    serve the market; that several low-power television stations serve
    the market; and that there are nine independent radio voices in the
    Santa Maria-Lompoc radio metro market, and 13 independent radio
    voices in the San Luis Obispo radio metro market.[^29]

11. In the Salt Lake City, Utah DMA, PEP investment funds, as a result
    of their interest in Univision, hold an attributable interest in
    station KUTH(TV), Provo, Utah.[^30] Clear Channel currently controls
    station KTVX(TV), Salt Lake City, Utah, and station KUCW(TV), Ogden,
    Utah. The transaction will result in PEP holding interests that
    exceed the numerical ownership limit of the local television
    ownership rule by one television station. In requesting a temporary
    waiver, Newport states that there are 21 full-power television
    stations operated by 13 independent media voices serving the Salt
    Lake City, Utah, DMA; that 73.9% of households in the DMA receive
    some form of MVPD service; that the DMA contains 80 different cable
    systems with 17 different cable operators; that 25 independent radio
    voices will serve the Salt Lake City-Ogden-Provo radio metro market;
    and that eight daily and 44 weekly newspapers are produced in the
    market.[^31] We further take note of the fact that the Salt Lake
    City, Utah, DMA contains all of the counties located in the state of
    Utah.

12. In the Albany-Schenectady-Troy, New York DMA, PEP investment funds,
    a result of their interest in Freedom, currently have cognizable
    interests in stations WRGB(TV) and WCWN(TV), Schenectady, New York.
    Clear Channel currently controls station WXXA-TV, Albany, New York.
    Not only does the local television ownership rule prohibit common
    ownership of three television stations in a single DMA regardless of
    the number of independently owned and operating television stations
    located in the DMA, but both stations WRGB(TV) and WXXA(TV) are
    ranked in the top four in the DMA in terms of audience share.
    Because the Albany-Schenectady-Troy DMA contains only 7
    independently owned and operating television stations, PEP, as a
    result of a transaction, will hold interests that exceed the
    numerical ownership limit of the local television ownership rule by
    two television stations.[^32] Newport has also requested a six-month
    waiver of the local television ownership rule in the
    Albany-Schenectady-Troy market. In support of the waiver, it states
    that 89% of the households in the Albany DMA receive some sort of
    MVPD service with a cable penetration rate of 77%; that there are 22
    cable systems in the DMA and six cable operators; and that Albany
    has 52 radio stations and is served by 12 daily and 32 weekly
    newspapers.[^33]

13. We note, however, that PEP has not yet come into compliance with the
    terms of the *2007 Univision Order*.[^34] Consequently, we will not
    grant the six-month waiver as requested in the instant applications.
    Instead, we will require PEP to come into compliance with the terms
    of the *2007 Univision Order* prior to consummation.

14. In the Jacksonville, Florida DMA, Clear Channel currently controls
    stations WAWS(TV) and WTEV-TV, Jacksonville, Florida. At the time of
    Clear Channel's original acquisition, the duopoly complied with the
    numerical ownership limit of the local television ownership
    rule.[^35] Station WAWS(TV)'s audience share ranking has changed
    since Clear Channel's acquisition, so that, at the time of filing of
    the instant applications, both stations WAWS(TV) and WTEV-TV are
    ranked within the top four in the Jacksonville, Florida, DMA.
    Consequently, Clear Channel's combination violates the audience
    share prong of the local television ownership rule. In requesting a
    temporary waiver, Newport states that the Commission has recognized
    that the Jacksonville DMA is both "diverse and highly
    competitive."[^36] Newport further states that there are ten
    full-power television stations and eight independent "voices" that
    will continue to serve the DMA; that 89% of households in the DMA
    receive some form of MVPD service, with a cable penetration rate of
    64%; that 26 cable systems serve the DMA; that Jacksonville is home
    to 49 broadcast radio stations operated by 19 independent owners;
    and that there are six daily and 18 weekly newspapers serving the
    Jacksonville area.

15. In the Fresno-Visalia, California DMA, PEP investment funds, as a
    result of their interest in Univision, have a cognizable interest in
    station KFTV(TV), Hanford, California, and station KTFF-TV,
    Porterville, California. Common ownership of these stations complies
    with the local television ownership rule.[^37] Clear Channel
    currently controls station KGPE(TV), Fresno, California.[^38] The
    transaction will result in attributable ownership interests that
    exceed the numerical ownership limit of the local television
    ownership rule by one television station. In addition, both station
    KFTV(TV) and station KGPE(TV) are ranked in the top four in the DMA
    in terms of audience share. Divestiture of station KTFF-TV,
    therefore, will not bring PEP's interests into compliance with the
    local television ownership rule. In support of the requested waiver,
    Newport states that ten independently owned broadcast television
    stations will continue to serve the Fresno-Visalia DMA; that over
    74% of the households in the Fresno-Visalia DMA subscribe to some
    form of MVPD service; that the Fresno-Visalia DMA has 21 cable
    systems and six cable operators; that there are 90 radio stations in
    the DMA, 24 of which are independently owned; and that there are six
    daily newspapers and 32 weekly newspapers published in the DMA.[^39]

16. In the San Antonio, Texas, DMA, PEP investment funds, due to their
    interest in Univision, hold attributable interests in station
    KWEX-TV, San Antonio, Texas, and station KNIC-TV, Blanco,
    Texas.[^40] Common ownership of these stations complies with the
    local television ownership rule. Clear Channel currently controls
    station WOAI-TV, San Antonio, Texas. The transaction will result in
    cognizable ownership interests that exceed the numerical ownership
    limit of the local television ownership rule by one television
    station. In support of a temporary waiver, Newport states that the
    San Antonio DMA is served by 14 full-power television stations
    licensed to 11 independent owners; that the San Antonio radio metro
    market is home to 52 radio stations licensed to 22 independent
    owners; that over 91% of households in the market receive some form
    of MVPD service with a cable penetration rate of 61%; and that the
    market is home to 41 newspapers.[^41]

17. In the Monterey-Salinas, California DMA, PEP investment funds have
    an attributable interest in Entravision station KSMS-TV, Monterey,
    California. Clear Channel subsidiary Ackerley Broadcasting
    Operations, LLC ("Ackerley") currently owns station KION-TV,
    Monterey, California. Because the Monterey-Salinas DMA will only
    have four independently owned and operating television stations
    after the transaction, PEP may have an attributable interest in only
    one station in the market. Both stations are also located in the top
    four in the DMA in terms of audience share. Thus, the transaction
    will result in PEP exceeding the numerical ownership limit of the
    local television ownership rule by one television station. In
    support of its request for a six-month waiver, Newport states that
    over 85% of households in the Monterey-Salinas DMA subscribe to some
    form of MVPD service; that the DMA has a cable penetration rate of
    59% and is served by eight cable systems owned by three cable
    operators; that there are 45 radio stations and 22 radio owners in
    the DMA; and that there are five daily and eleven weekly newspapers
    published in the market.[^42]

18. **Waiver Standard.** Having reviewed the record in its entirety, we
    conclude that grant of temporary waivers in eight of the markets
    described above would be in the public interest. In evaluating a
    request for waiver of the multiple and cross-ownership rules, the
    Commission weighs public interest concerns on a case-by-case basis
    in order to insure that the waiver does not unduly compromise the
    twin purposes of fostering diversity and economic competition that
    underlie the multiple and cross-ownership rules.[^43] The Commission
    has stated that waivers of limited duration have less impact on
    diversity and competition and may be analyzed within this
    context.[^44]

19. Not only are the waivers requested of limited duration, but the
    impact on diversity and competition during the brief period of
    noncompliance with the local television ownership rule is further
    diminished by the fact that the PEP interests at issue are not
    majority or controlling interests. As described above, in the eight
    markets at issue, there exists a substantial diversity of media
    voices.

20. In the past, the Commission has granted temporary waivers of its
    multiple and cross-ownership rules in order to facilitate
    transactions involving stations in different markets, stating that
    where "mergers or transfers of multiple stations are involved, in
    general we believe that the benefits derived from such transactions
    support grant of a reasonable period to effectuate the merger and
    permit time to come into compliance with our rules."[^45] The
    Commission has stated that such waivers "promote commerce, encourage
    investment in the broadcast industry, and allow for the free
    transferability of broadcast licenses,"[^46] while preventing a
    potential "fire sale" at below-market prices. In this case, Clear
    Channel is proposing to sell all of its 35 full-service television
    stations, thus severing ownership of its television from its radio
    stations. The proposed transaction is occurring within the context
    of the larger sale of Clear Channel to BT Triple Crown, which will
    also entail the potential spin-off of a number of radio stations. In
    these circumstances, we believe it reasonable to grant a short
    period of time to permit the restructuring of PEP's investments
    and/or sale of television stations.

21. Having reviewed the record in its entirety, we conclude that, with
    the exception of the Albany-Schenectady-Troy, NY, market, it would
    be in the public interest to grant Newport a temporary, six-month
    waiver of the local television ownership rule in the eight markets
    subject to the conditions described below. Newport shall come into
    compliance with the local television ownership rule within six
    months of consummation of the proposed transaction by PEP either
    divesting its interest in Univision, or the post-merger Newport
    otherwise divesting those broadcast station licenses necessary to
    come into compliance with the local television ownership rule in the
    Bakersfield, San Francisco-Oakland-San Jose, Santa Barbara-Santa
    Maria-San Luis Obispo, Salt Lake City, Fresno-Visalia, San Antonio,
    and Monterey-Salinas markets. To ensure that Newport and/or PEP has
    brought itself into compliance with the local television ownership
    rule in the above seven markets following expiration of the
    six-month period, the parties must ensure either that: (1) within 60
    days of release of this order, PEP files evidence of a binding
    commitment to transfer its interest in Univision to a divestiture
    trust within six months of consummation, including a copy of the
    trust agreement, if full compliance with the local television
    ownership rule has not been achieved within six months of
    consummation; or (2) within 60 days of release of this order,
    Newport files applications seeking to assign those broadcast
    licenses necessary to come into compliance with the local television
    ownership rule in each of the affected markets to a divestiture
    trust, along with a copy of the trust agreement, which the
    Commission shall entertain, if full compliance with the local
    television ownership rule has not been otherwise achieved within six
    months of consummation.[^47] In the Jacksonville, Florida, market,
    Newport must assign the license of either station WAWS(TV) or
    WTEV-TV within six months of consummation. To ensure compliance with
    the local television ownership rule in the Jacksonville market
    within the six-month period, Newport must file within 60 days of
    release of this order, an application to assign the license of
    either station WAWS(TV) or WTEV-TV license to a divestiture trust,
    along with a copy of the trust agreement, which the Commission shall
    entertain if full compliance has not been otherwise achieved within
    6 months of consummation. We deny Newport's request for a temporary
    waiver in the Albany-Schenectady-Troy market for the reasons set
    forth above.

22. **Monterey-Salinas Market.** In addition to finding that the
    temporary waivers described above would serve the public interest,
    we further deny in part, and dismiss in part a petition for
    reconsideration opposing Clear Channel's June 14, 2002, acquisition
    of Ackerley.[^48] Ackerley is the licensee of station KION-TV,
    Monterey, California, and it currently holds an LMA and related
    Shared Services Agreement ("SSA") with the licensee of station
    KCBA(TV), Salinas, California, Seal Rock Broadcasters, L.L.C. ("Seal
    Rock"). A previous version of the LMA entered into on January 12,
    2000, contained a joint sales agreement ("JSA") that provided
    Ackerley with the right to retain "all advertising and other
    revenues, including accounts receivable, arising from or relating to
    the \[programming provided under the LMA\] and to programming
    provided by \[Seal Rock\], during the term hereof (other than
    network compensation revenues)."[^49] The Commission conditioned its
    grant of the application transferring control of station KION-TV to
    Clear Channel "upon reformation of the January 12, 2000 \[LMA\]"
    between Ackerley and Seal Rock, "to remove any contractual right or
    other related arrangement entitling the broker to advertising
    revenues not resulting solely from the 15% of programming provided
    under \[\] the \[LMA\]."[^50]

23. On June 13, 2002, Ackerley filed with the Commission an Amended and
    Restated Time Brokerage Agreement and a new Shared Services
    Agreement. Buckley Broadcasting of Monterey ("Buckley"), which
    previously challenged Clear Channel's acquisition of Ackerley, filed
    a petition for reconsideration of the *2002 Ackerley Order*. Buckley
    argues that the revised agreements do not meet the condition placed
    on Clear Channel acquisition of station KION-TV because Seal Rock
    still does not have an economic incentive to control station
    KCBA(TV)'s programming under the revised agreements.

24. Our review of the revised agreements between Ackerley and Seal Rock
    and the petition for reconsideration leads us to conclude that Seal
    Rock does have an economic incentive to control station KCBA(TV)'s
    programming, that Clear Channel has met the condition placed on its
    2002 acquisition of station KION-TV, and that Clear Channel does not
    have an attributable interest in station KCBA(TV). The Commission,
    in the 1999 *Attribution Order* "declin\[ed\] to impose new rules
    attributing JSAs as long as they dealt primarily with the sale of
    advertising time and did not contain terms that affect programming
    or other core operations such that they were, in fact, substantively
    equivalent to LMAs,"[^51] and further concluded that LMAs that cover
    no more than 15% of the weekly broadcast hours of the brokered
    station are generally not attributable to the brokering
    licensee.[^52] The *2002 Ackerley Order* presented the first
    instance in which the Commission considered the terms of a JSA in
    determining whether a purportedly compliant LMA met the attribution
    thresholds set forth in the *1999 Attribution Order*. Based on the
    language of the original LMA, the Commission stated in the *2002
    Ackerley Order* that Ackerley appeared to have the right to collect
    100% of the advertising revenue from all non-network programming
    aired on KCBA(TV),[^53] and that the "\[LMA\] and related agreements
    between Seal Rock and \[Ackerley\]...were 'substantively equivalent'
    to a \[LMA\] in excess of 15% of KCBA(TV)'s weekly broadcast
    hours."[^54] Because it received virtually no advertising revenue,
    Seal Rock's programming choices presented no financial risk or
    opportunity for financial reward.

25. In contrast, the revised LMA does not give Ackerley the right to
    retain advertising revenue associated with programming not provided
    under the LMA.[^55] Additionally, Ackerley and Seal Rock have
    further negotiated a payment arrangement whereby all advertising
    revenue collected for Seal Rock's programming will go into a lockbox
    maintained jointly by Ackerley and Seal Rock. From the total lockbox
    funds, Seal Rock will receive reimbursement for expenses related to
    the 85% percent of station programming it provides and it will
    disburse directly to the credit facility all debt service payments
    due under its existing loan. If any funds remain in the lockbox,
    Ackerley will receive a Basic Fee of \$600,000 per year for the
    services provided under the Shared Services Agreement. Ackerley will
    fund any shortfall if the lockbox funds are insufficient to
    reimburse Seal Rock's expenses for 85% of the programming aired on
    station KCBA(TV) or to meet the debt service payments on its loan.
    Seal Rock's profits under this new arrangement are only limited by
    its own expenses, the Basic Fee, and any previously funded
    shortfalls. Seal Rock appears to have an incentive to collect as
    much advertising revenue from its programming as possible, as well
    as to limit the amount of expenses reimbursed from revenue
    collections. Seal Rock appears to have a significant opportunity for
    financial reward under this arrangement and, thus, and economic
    incentive to control station KCBA(TV)'s programming. Finally, the
    revised agreements specify that Seal Rock will hire a new manager
    who will serve as a General Manager, General Sales Manager, and
    Program Director for KCBA(TV). The new manager will report to and be
    supervised by Seal Rock; and will have the power to approve or deny
    any advertising sales. Seal Rock will supervise any shared
    personnel, and each shared employee will report to Seal Rock when
    performing services for KCBA(TV). Under this new arrangement, Seal
    Rock, clearly, will be ultimately responsible for the programming
    aired on station KCBA(TV). Consequently, we find that the LMA, and
    related JSA, are not "substantively equivalent" to an LMA that
    accords Ackerley effective control over the airing of programming
    for more than 15% of station KCBA(TV)'s weekly broadcast hours.
    [^56]

26. **Main Studio Waiver.** We will grant authorization for Clear
    Channel to continue to utilize station KSAS-TV, Wichita, Kansas, as
    the main studio for station KAAS-TV, Salina, Kansas, and station
    KOCW(TV), Hoisington, Kansas, all of which are located in the
    Wichita-Hutchison, Kansas, DMA. The main studio rule requires that a
    station locate its main studio either: (1) within a station\'s
    principal community contour; (2) within the principal community
    contour of any other broadcast station licensed to the station's
    community of license; or (3) within 25 miles of the center of its
    community of license.[^57] A licensee must acquire written
    authorization to move and maintain a main studio outside of these
    locations.[^58] Commission staff first authorized Clear Channel to
    co-locate the main studios for stations KSAS-TV, KAAS-TV, and
    KOCW(TV) in 1998.[^59]

27. In its showing, Newport states that the Wichita-Hutchison DMA
    extends 300 miles east to west and 200 miles north to south, and
    comprises approximately 70% of the area of Kansas.[^60] Newport
    states that, aside from station KOCW(TV) and station KAAS-TV, no
    full-power stations are licensed to Hoisington or Salina.[^61]
    Newport further notes that Hoisington has only 2,975 residents and
    is 100 miles from Wichita, while Salinas is 90 miles from
    Wichita.[^62] Newport maintains that "the population served by the
    Salina and Hoisington stations simply cannot provide the economic
    support necessary to operate main studios in those
    communities."[^63] Newport states that between 1985 and 2004, there
    has been a net migration of 27,000 taxpayers out of the counties
    served by station KAAS-TV. According to Newport, staffing
    efficiencies that result from co-location of the stations' main
    studios have permitted the stations' to continue their service to
    underserved rural communities and provide local-oriented
    programming.

28. We believe the public interest would be served by waiver of the main
    studio rule to permit Newport to continue to co-locate the main
    studios for stations KSAS-TV, KOCW(TV), and KAAS-TV. Stations
    KOCW(TV) and KAAS-TV have operated without main studios in their
    local communities for several years. Not only have the circumstances
    underlying the original main studio waiver not changed significantly
    since 1998, but the stations have, and will continue to maintain,
    files available for public inspection in their local communities.
    Newport states that it will also maintain "a toll-free telephone
    number and web site through which Salina and Hoisington residents
    can contact the station and obtain programming and other
    information."[^64]

# CONCLUSION

29. We have reviewed the proposed merger and related pleadings and
    conclude that grant of the applications as conditioned herein will
    comply with the Commission's rules. We conclude that the applicants
    are fully qualified and that grant of above-captioned assignment
    applications, subject to the conditions set forth in this order,
    will serve the public interest, convenience, and necessity.

## V. ORDERING CLAUSES {#v.-ordering-clauses .unnumbered}

30. Accordingly, **IT IS ORDERED**, that the request for a continuing
    waiver of Section 73.1125(a) of the Commission's Rules to permit
    station KOCW(TV), Hoisington, Kansas, and station KAAS-TV, Salina,
    Kansas to utilize station KSAS-TV, Wichita, Kansas, as their main
    studio **IS GRANTED**.

31. **IT IS FURTHER ORDERED**, that the petition of Buckley Broadcasting
    of Monterey seeking reconsideration of the Commission decision
    *Shareholders of the Ackerley Group, Inc.*, 17 FCC Rcd 10828 (2002)
    **IS DENIED** in part, and **DISMISSED** in part.

32. **IT IS FURTHER ORDERED**, that the applications for consent to
    assign the licenses of the stations listed in the Appendix **ARE**
    **GRANTED,** **SUBJECT TO THE FOLLOWING CONDITIONS:** (1) Newport
    Television LLC shall come into compliance with the local television
    ownership rule in the Bakersfield, California; San
    Francisco-Oakland-San Jose, California; Santa Barbara-Santa
    Maria-San Luis Obispo, California; Salt Lake City, Utah;
    Fresno-Visalia, California; San Antonio, Texas and Monterey-Salinas,
    California markets within six months of consummation of the proposed
    transaction by Providence Equity Partners, Inc., either divesting
    its interest in Univision Communications, Inc., or the post-merger
    Newport otherwise divesting those broadcast station licenses
    necessary to come into compliance with the local television
    ownership rule in the above seven markets. To ensure that Newport
    and/or PEP has brought itself into compliance with the local
    television ownership rule in the above seven markets following
    expiration of the six-month period, the parties must ensure either
    that: (A) within 60 days of release of this order, PEP files
    evidence of a binding commitment to transfer its interest in
    Univision to a divestiture trust within 6 months of consummation,
    including a copy of the trust agreement, if full compliance with the
    local television ownership rule has not been achieved within six
    months of consummation; or (B) within 60 days of release of this
    order, Newport files applications seeking to assign those broadcast
    licenses necessary to come into compliance with the local television
    ownership rule in each of the affected markets to a divestiture
    trust, along with a copy of the trust agreement, which the
    Commission shall entertain, if full compliance with the local
    television ownership rule has not been otherwise achieved within six
    months of consummation; (2) Newport shall come into compliance with
    the local television ownership rule in the Jacksonville, Florida,
    market within six months of consummation of the instant transaction
    by divestiture of either station WAWS(TV), Jacksonville, Florida, or
    station WTEV-TV, Jacksonville, Florida. To ensure that Newport does
    not hold television stations in violation of the local television
    ownership rule in the Jacksonville market following expiration of
    the six-month period, Newport must file an application seeking to
    assign the license of either station WAWS(TV) or WTEV-TV to a
    divestiture trust, along with a copy of the trust agreement, within
    60 days of release of this order, which the Commission shall
    entertain if full compliance with the local television ownership
    rule has not been otherwise achieved within 6 months of
    consummation; and (3) PEP must come into compliance with the
    condition placed in the *2007 Univision Order*, 22 FCC Rcd 5842,
    5860 (2007), prior to consummation.

#  {#section .unnumbered}

#  FEDERAL COMMUNICATIONS COMMISSION {#federal-communications-commission .unnumbered}

Marlene H. Dortch

Secretary

**APPENDIX**

**Authorizations to be Assigned from Wholly Owned Subsidiaries of Clear
Channel Communications, Inc., to Newport Television LLC**

+-------------+--------------------+----------------+-----------------+
| *           | **Call Sign(s)**   | **Facility ID  | **File Number** |
| *Licensee** |                    | Number(s)**    |                 |
+-------------+--------------------+----------------+-----------------+
| Clear       | WPMI-TV, Mobile,   | 11906          | BA              |
| Channel     | AL                 |                | LCT-20070504ADI |
| B           |                    | 1136           |                 |
| roadcasting | KUCW(TV), Ogden,   |                | BA              |
| Licenses,   | UT                 | 11907          | LCT-20070504AEK |
| Inc.        |                    |                |                 |
|             | WPTY-TV, Memphis,  | 11909          | BA              |
|             | TN                 |                | LCT-20070504ADZ |
|             |                    | 11910          |                 |
|             | WAWS(TV),          |                | BA              |
|             | Jacksonville, FL   | 11911          | LCT-20070504ADM |
|             |                    |                |                 |
|             | KOKI-TV, Tulsa, OK | 11912          | BA              |
|             |                    |                | LCT-20070504ADV |
|             | KSAS-TV, Wichita,  | 11951          |                 |
|             | KS                 |                | BA              |
|             |                    | 11970          | LCT-20070504ADT |
|             | KAAS-TV, Salina,   |                |                 |
|             | KS                 | 35576          | BA              |
|             |                    |                | LCT-20070504ADS |
|             | KLRT-TV, Little    | 41210          |                 |
|             | Rock, AR           |                | BA              |
|             |                    | 41212          | LCT-20070504ADJ |
|             | WXXA-TV, Albany,   |                |                 |
|             | NY                 | 54420          | BA              |
|             |                    |                | LCT-20070504ADU |
|             | WTEV-TV,           | 59362          |                 |
|             | Jacksonville, FL   |                | BA              |
|             |                    | 68518          | LCT-20070504ADN |
|             | WJTC(TV),          |                |                 |
|             | Pensacola, FL      | 68519          | BA              |
|             |                    |                | LCT-20070504ADO |
|             | KASN(TV), Pine     | 68889          |                 |
|             | Bluff, AR          |                | BA              |
|             |                    | 72313          | LCT-20070504ADK |
|             | KMYT-TV, Tulsa, OK |                |                 |
|             |                    | 83181          | BA              |
|             | KMUV-LP, Monterey, |                | LCT-20070504ADW |
|             | CA                 | 11967          |                 |
|             |                    |                | BAL             |
|             | WLMT(TV), Memphis, | 11968          | TTL-20070504ADL |
|             | TN                 |                |                 |
|             |                    | 68879          | BA              |
|             | WJKT(TV), Jackson, |                | LCT-20070504AEA |
|             | TN                 | 68882          |                 |
|             |                    |                | BA              |
|             | KTVX(TV), Salt     | 68887          | LCT-20070504ADY |
|             | Lake City, UT      |                |                 |
|             |                    | 70949          | BA              |
|             | WHP-TV,            |                | LCT-20070504AER |
|             | Harrisburg, PA     | 70957          |                 |
|             |                    |                | BA              |
|             | KOCW(TV),          | 70960          | LCT-20070504ADX |
|             | Hoisington, KS     |                |                 |
|             |                    | 70970          | BA              |
|             | KSAS-LP, Dodge     |                | LCT-20070504ADR |
|             | City, KS           | 70973          |                 |
|             |                    |                | BAL             |
|             | KAAS-LP, Garden    | 70974          | TTL-20070504ADP |
|             | City, KS           |                |                 |
|             |                    | 70987          | BAL             |
|             | K45FW, Price, UT   |                | TTL-20070504ADQ |
|             |                    | 70995          |                 |
|             | K51BK-D, Aurora,   |                | BA              |
|             | UT                 | 70999          | LTT-20070504AEO |
|             |                    |                |                 |
|             | K18FU-D, Rural     | 74268          | BAL             |
|             | Beaver County, UT  |                | DTT-20070504AEC |
|             |                    | 128228         |                 |
|             | K13QK, Virgin, UT  |                | BAL             |
|             |                    | 128236         | DTT-20070504AEP |
|             | K1100, Pine        |                |                 |
|             | Valley, UT         | 128240         | BAL             |
|             |                    |                | TTV-20070504AEX |
|             | KUWB-LP,           | 128241         |                 |
|             | Bloomington, UT    |                | BAL             |
|             |                    | 128242         | TTV-20070504AEL |
|             | K34CX, Apple       |                |                 |
|             | Valley, UT         | 129687         | BAL             |
|             |                    |                | TTL-20070504AED |
|             | K09SU, Hildale, UT | 131206         |                 |
|             |                    |                | BA              |
|             | K05BU, Enterprise, | 131213         | LTT-20070504AEB |
|             | UT                 |                |                 |
|             |                    | 131214         | BAL             |
|             | K31IS-D,           |                | TTV-20070504AEH |
|             | Toquerville, UT    | 131215         |                 |
|             |                    |                | BAL             |
|             | K28EA, Washington, | 167544         | TTV-20070504AEG |
|             | UT                 |                |                 |
|             |                    | 167545         | BAL             |
|             | K69CT, St. George, |                | DTT-20070504AEW |
|             | UT                 | 167546         |                 |
|             |                    |                | BA              |
|             | K28DV, Evanston,   | 167548         | LTT-20070504AEZ |
|             | WY                 |                |                 |
|             |                    |                | BA              |
|             | K24GK, Salina, UT  |                | LTT-20070504AEV |
|             |                    |                |                 |
|             | K51IC, Springlen,  |                | BA              |
|             | UT                 |                | LTT-20070504AFC |
|             |                    |                |                 |
|             | K14LW, Myton, UT   |                | BA              |
|             |                    |                | LTT-20070504AEQ |
|             | K17GT-D, Price, UT |                |                 |
|             |                    |                | BA              |
|             | K40HS, Duchesne,   |                | LTT-20070504AET |
|             | UT                 |                |                 |
|             |                    |                | BA              |
|             | K48JD, Santa Clara |                | LTT-20070504AEJ |
|             | and Washington, UT |                |                 |
|             |                    |                | BAL             |
|             | K45IA, Rock        |                | DTT-20070504AEM |
|             | Springs, WY        |                |                 |
|             |                    |                | BA              |
|             | K31FW, Mountain    |                | LTT-20070504AEE |
|             | View, WY           |                |                 |
|             |                    |                | BA              |
|             | K35HI, Dutch John, |                | LTT-20070504AES |
|             | UT                 |                |                 |
|             |                    |                | BA              |
|             | K43JF,             |                | LTT-20070504AFB |
|             | Manti/Ephraim, UT  |                |                 |
|             |                    |                | BA              |
|             | KMUV-LD, Monterey, |                | LTT-20070504AFA |
|             | CA                 |                |                 |
|             |                    |                | BA              |
|             | K52KG-D,           |                | PTT-20070504AEF |
|             | Washington, UT     |                |                 |
|             |                    |                | BA              |
|             | K25JS-D, St.       |                | PTT-20070504AEI |
|             | George, UT         |                |                 |
|             |                    |                | BAL             |
|             | K24HP-D, Price,    |                | DTT-20070504AEY |
|             | etc., UT           |                |                 |
|             |                    |                | BAL             |
|             |                    |                | DTT-20070504AEU |
|             |                    |                |                 |
|             |                    |                | BAP             |
|             |                    |                | DTT-20070504AEN |
+-------------+--------------------+----------------+-----------------+
| Citicasters | WKRC-TV,           | 11289          | BA              |
| Co.         | Cincinnati, OH     |                | LCT-20070504AFH |
+-------------+--------------------+----------------+-----------------+
| Central NY  | WIVT(TV),          | 11260          | BA              |
| News, Inc.  | Binghamton, NY     |                | LCT-20070504AFI |
|             |                    | 16747          |                 |
|             | WWTI(TV),          |                | BA              |
|             | Watertown, NY      | 73113          | LCT-20070504AFN |
|             |                    |                |                 |
|             | WSYR-TV, Syracuse, | 73371          | BA              |
|             | NY                 |                | LCT-20070504AFL |
|             |                    | 15569          |                 |
|             | WHAM-TV,           |                | BA              |
|             | Rochester, NY      | 73114          | LCT-20070504AFK |
|             |                    |                |                 |
|             | WBGH-CA,           |                | BAL             |
|             | Binghamton, NY     |                | TTA-20070504AFJ |
|             |                    |                |                 |
|             | W07BA,             |                | BAL             |
|             | Syracuse-DeWitt,   |                | TTV-20070504AFM |
|             | NY                 |                |                 |
+-------------+--------------------+----------------+-----------------+
| CCB Texas   | WOAI-TV, San       | 69618          | BA              |
| Licenses,   | Antonio, TX        |                | LCT-20070504AFO |
| L.P.        |                    |                |                 |
+-------------+--------------------+----------------+-----------------+
| Capstar TX  | WETM-TV, Elvira,   | 60653          | BA              |
| Limited     | NY                 |                | LCT-20070504AFP |
| Partnership |                    |                |                 |
+-------------+--------------------+----------------+-----------------+
| Bel Meade   | KKEY-LP,           | 18750          | BAL             |
| B           | Bakersfield, CA    |                | TVL-20070504AFR |
| roadcasting |                    | 167607         |                 |
| Company,    | KKEY-LD,           |                |                 |
| Inc.        | Bakersfield, CA    |                |                 |
+-------------+--------------------+----------------+-----------------+
| Ackerley    | KTVF(TV),          | 49621          | BA              |
| B           | Fairbanks, AK      |                | LCT-20070504AFS |
| roadcasting |                    | 26249          |                 |
| Operations, | KION-TV, Monterey, |                | BA              |
| LLC         | CA                 | 34440          | LCT-20070504AFW |
|             |                    |                |                 |
|             | KFTY(TV), Santa    | 34459          | BA              |
|             | Rosa, CA           |                | LCT-20070504AGA |
|             |                    | 35183          |                 |
|             | KGET-TV,           |                | BA              |
|             | Bakersfield, CA    | 35187          | LCT-20070504AFV |
|             |                    |                |                 |
|             | KMCB(TV), Coos     | 35189          | BA              |
|             | Bay, OR            |                | LCT-20070504AGB |
|             |                    | 35862          |                 |
|             | KTCW(TV),          |                | BA              |
|             | Roseburg, OR       | 63165          | LCT-20070504AGH |
|             |                    |                |                 |
|             | KMTR(TV), Eugene,  | 49617          | BA              |
|             | OR                 |                | LCT-20070504AGE |
|             |                    | 49626          |                 |
|             | KVOS-TV,           |                | BA              |
|             | Bellingham, WA     | 63172          | LCT-20070504AGK |
|             |                    |                |                 |
|             | KCOY-TV, Santa     | 33870          | BA              |
|             | Maria, CA          |                | LCT-20070504AFZ |
|             |                    | 35188          |                 |
|             | K07NJ, Delta       |                | BAL             |
|             | Junction, AK       | 25325          | TTV-20070504AFT |
|             |                    |                |                 |
|             | K06LA, Healy, AK   | 39855          | BAL             |
|             |                    |                | TTV-20070504AFU |
|             | K44DN, Paso        | 39854          |                 |
|             | Robles, CA         |                | BA              |
|             |                    | 35172          | LTT-20070504AFX |
|             | KKFX-CA, San Luis  |                |                 |
|             | Obispo, CA         | 35184          | BAL             |
|             |                    |                | TTA-20070504AFY |
|             | K46AS, Coos Bay,   |                |                 |
|             | OR                 |                | BA              |
|             |                    |                | LTT-20070504AGC |
|             | KMOR-LP, Eugene,   |                |                 |
|             | OR                 |                | BAL             |
|             |                    |                | TTL-20070504AGD |
|             | K03CQ, Mapleton,   |                |                 |
|             | OR                 |                | BAL             |
|             |                    |                | TTV-20070504AGF |
|             | K05DF, Mapleton,   |                |                 |
|             | OR                 |                | BAL             |
|             |                    |                | TTV-20070504AGG |
|             | K31AE, Sutherlin,  |                |                 |
|             | OR                 |                | BA              |
|             |                    |                | LTT-20070504AGI |
|             | K22GX, Tri City,   |                |                 |
|             | OR                 |                | BA              |
|             |                    |                | LTT-20070504AGJ |
+-------------+--------------------+----------------+-----------------+
| Ackerley    | KGPE(TV), Fresno,  | 56034          | BA              |
| B           | CA                 |                | LCT-20070504AGL |
| roadcasting |                    |                |                 |
| Fresno, LLC |                    |                |                 |
+-------------+--------------------+----------------+-----------------+

**DISSENTING STATEMENT OF**

**COMMISSIONER MICHAEL J. COPPS**

 

*In the Matter of Clear Channel Broadcasting Licenses, Inc., et al. and
Newport Television LLC*

No one should be under any illusion that Clear Channel's sale of its 35
full-power television stations strikes a blow for de-consolidation. 
After this transaction closes and all divestitures have occurred,
Providence Equity Partners will have attributable interests in a
whopping 86 television stations and 99 radio stations in the United
States, as well as interests in media companies around the world such as
MGM studios (largest shareholder), Yes Network, Hallmark Channel, and
Warner Music Group.  You will search this Order in vain, however, for
any mention of the scope of Providence's holdings or how they
potentially affect our public interest analysis.

 

What makes this case particularly different than other license transfers
from one media giant to another is the fact that this one involves
private equity.  In the Univision Order last March, I urged the
Commission to examine the impact of private equity on our ability to
ensure that licensees protect, serve and sustain the public interest. 
Unfortunately, that has not happened.  Instead, we close our eyes and
pretend that nothing has changed.  We proceed without knowing how
segments of the conglomerate are controlled and managed.  How, amid such
murky shadows, does a regulator protect the public interest?  Why
doesn't the Commission have enough curiosity to even ask?

 

I don't claim to have all the answers here, but I have plenty of
questions.  What are the financial and public interest implications of
private equity investment?  Can our attribution rules can keep up with
these complex and opaque ownership structures?  Why haven't we studied
what happens to long-term investment in communications when a private
equity firm takes control?  Do such entities usually take the longer
view because they are not subject to the pressures of Wall Street, or
are we beginning to see more of a "strip it and flip it" pattern?  How
will a purchaser's assumption of massive amounts of debt affect its
stewardship of the airwaves?   For broadcast stations, what happens to
newsgathering and other programming of local interest?   There are many
other questions.  Our lack of answers to them, coupled with Commission
willingness to plunge ahead in spite of its appalling unawareness, is
chilling.  When we proceed without adequate information to approve this
new kind of media consolidation, we are heading into dangerous waters. 
  

 

Doing our job depends on our ability to assess who actually influences
licensees' editorial decisions and financial strategy.  As Chairmen
Dingell and Markey noted in a July 12, 2007 letter to Chairman Martin:

 

> History also suggests that private equity ownership is marked by a
> management structure that is not overly transparent and by fluid asset
> management where actual holdings and control may vary significantly,
> as properties are bought and sold.  These historical styles may not be
> consistent with many of the core public interest and localism values
> that Congress has assigned to local media and may implicitly undermine
> the Commission's media ownership rules.

 

            We need to heed such counsel.  Many industries, not just
communications, have gotten themselves into serious difficulties by
heading off on seemingly promising and fashionable tangents without
asking the questions they should have asked.  The outcomes have often
been disastrous to the businesses themselves, to customers, and to the
country's well-being.  It's time to get serious about this. 

 

Because we proceed down such a blind alley, I must dissent from today's
decision.     

[^1]: 47 C.F.R. § 73.3555(b) (2002).

[^2]: 47 C.F.R. § 73.1125.

[^3]: *Shareholders of the Ackerley Group, Inc.*, 17 FCC Rcd 10828
    (2002) ("*2002 Ackerley Order*").

[^4]: *See Clear Channel Communications, Inc., Thomas H. Lee Equity Fund
    VI, L.P., and Bain Capital (CC) IX, L.P. Seek Approval to Transfer
    Control of Licensee Entities Holding FCC Licenses and Other
    Authorizations*, Public Notice, 21 FCC Rcd 14509 (MB 2006).

[^5]: *See Clear Channel Communications, Inc., Applications for Transfer
    of Control*, File No. BTCCT-20061212BFW *et seq.*, Exhibit 18-1,
    page 1.

[^6]: *See Clear Channel Communications, Inc., Applications for
    Assignment of License* (*"Assignment Applications"*), at Exhibit 11.
    Newport has certified that all insulated limited partners meet the
    relevant insulation criteria referenced in the notes to Section
    73.3555 of the Commission's Rules, and thus such insulated limited
    partners are nonattributable. *See* 47 C.F.R. § 73.3555, Note 2(f).

[^7]: *See Shareholders of Univision Communications, Inc.*, 22 FCC Rcd
    5842 (2007) ("*2007 Univision Order*"). As described in the *2007
    Univision Order*, PEP was one of five entities that invested in the
    formation of BMPI, which was created to purchase Univision.

[^8]: *Assignment Applications* at Exhibit 16, pages 2-4.

[^9]: *Shareholders of Hispanic Broadcasting Corporation*, 18 FCC Rcd
    18834, 18852 (2003).

[^10]: 47 C.F.R. §73.3555(d) (2002).

[^11]: *2007 Univision Order*, 22 FCC Rcd at 5860 ("(1). the post-merger
    Univision shall come into compliance with the newspaper/broadcast
    cross-ownership rule in the affected markets within six months of
    consummation by Providence Equity Partners, Inc. either divesting
    its interest in Freedom Communications Holdings, Inc., or the
    post-merger Univision divesting those broadcast station licenses
    implicating the newspaper/broadcast cross-ownership rule in the Los
    Angeles, Phoenix, Fresno-Visalia,
    Harlingen-Weslaco-Brownsville-McAllen and Odessa-Midland markets. To
    ensure that the post-merger Univision no longer owns or controls
    properties implicating the newspaper/broadcast cross-ownership rule
    in the above markets following expiration of the six month period,
    the parties must ensure either that: (A) within 60 days of release
    of this order, PEP files evidence of a binding commitment to
    transfer its stock interest in Freedom to a divestiture trust,
    including a copy of the trust agreement, if full compliance with the
    newspaper/broadcast cross-ownership rule has not been achieved
    within six months of consummation; or (B) within 60 days of release
    of this order, Univision files applications seeking to assign those
    broadcast licenses implicating the newspaper/broadcast
    cross-ownership rule to a divestiture trust, including a copy of the
    trust agreement, which the Commission shall grant, if the applicants
    are so qualified and full compliance with the newspaper/broadcast
    cross-ownership rule has not been achieved within six months of
    consummation").

[^12]: Letter from Mace J. Rosenstein, Esq., to Marlene H. Dortch,
    Secretary, Federal Communications Commission, dated June 25, 2007.

[^13]: PEP Motion for Extension of Time, at 2.

[^14]: *Id*.

[^15]: *Assignment Applications* at Exhibit 15, page 2.

[^16]: *Id.*

[^17]: 47 C.F.R. §73.3555(b) (2002). On July 2, 2003, the Commission
    issued its 2002 *Biennial Review Order*, in which it modified the
    local television ownership rule by permitting attributable interests
    in two stations in those DMA's containing 17 or fewer full-power
    commercial and noncommercial television stations, and by permitting
    attributable interests in three stations in those DMA's with 18 or
    greater full-power commercial and noncommercial television stations.
    *See 2002 Biennial Regulatory Review -- Review of the Commission's
    Broadcast Ownership Rules and Other Rules Adopted Pursuant to
    Section 202 of the Telecommunication Act of 2002*, 18 FCC Rcd 13620
    (2003) (\"*2002 Biennial Review Order*\"), aff\'d in part and
    remanded in part, *P**rometheus Radio Project et al. v. Federal
    Communications Commission*, 373 F.3d 372 (3d Cir. 2004)
    (\"*P**rometheus Remand Order*\"), stay modified on rehearing, (3d
    Cir. Sept. 3, 2004) (\"*P**rometheus Rehearing Order*\"). On
    September 3, 2003, the U.S. Court of Appeals for the Third Circuit
    stayed the effective date of the rule changes contained in the *2002
    Biennial Review Order*, stating that the "prior ownership rules
    \[will\] remain in effect pending resolution of these proceedings."
    *Prometheus Radio Project v. Federal Communications Commission*, No.
    03-3388 (3d Cir. Sept. 3, 2003) (per curiam).

[^18]: In the Harrisburg-Lancaster-Lebanon-York, PA DMA, Clear Channel
    currently owns WHP-TV, Harrisburg, but also has a local marketing
    agreement ("LMA") with station WLYH-TV, Lancaster, Pennsylvania. In
    the Wichita-Hutchinson, Kansas, DMA, Clear Channel also has an LMA
    with station KMTW(TV), Hutchinson, Kansas. Because the parties
    entered into the LMAs prior to November 5, 1996, the LMAs, while
    attributable under current standards, are "grandfathered" and fully
    transferable pending completion of the Commission's quadrennial
    review of the media ownership rules. *See, e.g.,* *Montclair
    Communications, Inc.*, 22 FCC Rcd 7271, 7272 n. 5 (MB 2007). As
    discussed in further detail below, in the Monterey-Salinas,
    California, market Clear Channel will be assigning a
    non-attributable LMA with station KCBA(TV), Salinas, California.
    *See* ¶¶ 20-23, *infra*.

[^19]: 47 C.F.R. § 73.3555, Note 5 (2002). KMCB(TV), Coos Bay, Oregon,
    has traditionally been operated as a "satellite" of KMTR(TV). A
    continuing satellite exemption under Note 5 is not necessary,
    however, for KMCB(TV) since Newport has adequately demonstrated that
    the Grade B contour of KMCB(TV) does not overlap the predicted Grade
    B contour of either KMTR(TV) or KTCW(TV).

[^20]: *See Heritage Media, Inc.,* 13 FCC Rcd 5644, 5649 (1998).

[^21]: *See* ¶¶ 23-25, *infra*.

[^22]: Newport cites *Fox Television Stations, Inc.*, 16 FCC Rcd 14975,
    14989 (2001) (24-month waiver of the newspaper/broadcast
    cross-ownership rule); *Capital Cities/ABC, Inc.*, 11 FCC Rcd 5841,
    5871 (1996) (six month waiver of local television ownership rule);
    and *Telemundo Communications Group, Inc.*, 17 FCC Rcd 6958, 6979
    (2002) (12-month waiver of the local television ownership rule).

[^23]: *Assignment Applications*, at Exhibit 15, page 6.

[^24]: *Id.*

[^25]: Newport cites, among other instances, *Liberty Corporation*, 21
    FCC Rcd 244, 245 n.5 (MB 2006) (noting markets where two, three, and
    five independent television voices would exist for the brief waiver
    period); *AFLAC Broadcasting Group, Inc.*, 12 FCC Rcd 3907 (1997)
    (temporary waivers in Hattiesburg-Laurel DMA, the 165th ranked DMA,
    where during the divestiture period there would be only one
    independent television voice in the DMA, and in the Savannah DMA,
    the 100th ranked DMA, where during the divestiture period there
    would be six independent television voices).

[^26]: *Ackerley Broadcasting Operations, LLC, Assignment Application*,
    at Exhibit 15, Attachment 1.

[^27]: *2007 Univision Order*, 22 FCC Rcd at 5850-5851.

[^28]: *Id.* at Exhibit 15, Attachment 3.

[^29]: *Id.* at Exhibit 14, Attachment 4.

[^30]: Also pending is an application to assign the license of Station
    KUTF(TV), Logan, Utah, from Logan 12, Inc., a subsidiary of Equity
    Media Holdings Corporation, to Univision. *See* File No.
    BALCT-20070809ABL. Based on the assumption that the instant
    transaction will have already closed, Univision has also requested a
    temporary waiver of the local television ownership rule in
    connection with the station KUTF(TV) assignment application. *See*
    File No. BALCT-20070809ABL, Exhibit 15.

[^31]: *Clear Channel Broadcasting Licenses, Inc., Assignment
    Application*, at Exhibit 15, Attachment 2.

[^32]: Freedom acquired a waiver of the local television ownership rule
    permitting it own both stations WRGB(TV) and WCWN(TV) on November
    22, 2006. *See WCWN LLC*, 21 FCC Rcd 13522 (VD 2006).

[^33]: *Clear Channel Broadcasting Licenses, Inc., Assignment
    Application*, at Exhibit 15, Attachment 4.

[^34]: In the Motion for Extension of Time, PEP proposes to come into
    compliance with the specific condition set forth in paragraph 47 of
    the *2007 Univision Order* by rendering its interest in Freedom
    nonattributable, thereby, according to PEP, "achiev\[ing\] full
    compliance with the multiple ownership rules." Motion for Extension
    of Time, at 3. The recent acquisition of Univision did not implicate
    the radio/television cross-ownership rule with respect to Freedom's
    television stations, but rather the limited waiver granted in the
    *2007 Univision Order* applied only to the newspapers owned by
    Freedom.

[^35]: *See* File No. BALCT-19991116BEF (granted March 31, 2000).

[^36]: *Id.* at Exhibit 15, Attachment 3, page 1, *citing, Shareholders
    of Jacor Communications, Inc.*, 14 FCC Rcd. 6867, 6905 (MMB 1999).

[^37]: *See* Letter from W. Kenneth Ferree, Chief, Media Bureau, to John
    P. Feore, Jr., Esq., and Andrew J. Schwartzman, Esq., dated February
    7, 2003.

[^38]: PEP, as a result of its current interest in Freedom, also has an
    attributable interest in the *Porterville Recorder*. Common
    ownership of station KGPE(TV) and the *Porterville Recorder*, will
    not implicate the newspaper/broadcast cross-ownership rule because
    the Grade A contour of KGPE(TV) does not encompass Porterville. 47
    C.F.R. § 73.3555(d)(3) (2002). Regardless, as noted above, PEP has
    committed to divesting its interest in Freedom by September 27,
    2007.

[^39]: *Ackerley Broadcasting Fresno, LLC, Assignment Application*, at
    Exhibit 15, Attachment 1.

[^40]: Univision recently activated station KNIC-TV, creating a
    compliant duopoly in the San Antonio, Texas, DMA. *See* File No.
    BLCT-20061003AFN (granted February 7, 2007).

[^41]: *CCB Texas Licenses, L.P., Assignment Application*, at Exhibit
    15, page 7-8.

[^42]: *Ackerley Broadcasting Operations, LLC, Assignment Application*,
    at Exhibit 15, Attachment 2.

[^43]: *Multimedia, Inc.*, 11 FCC Rcd 4883, 4884-4885 (1995).

[^44]: *2007 Univision Order*, 22 FCC Rcd at 5851-5852, *citing,
    Multimedia, Inc.*, 11 FCC Rcd at 4885.

[^45]: *2007 Univision Order*, 22 FCC Rcd at 5851-5852.

[^46]: *Id.* at 5852, *citing Stockholders of CBS, Inc.*, 11 FCC Rcd
    3733, 3755 (1995).

[^47]: The trustee shall have no family relationships with the
    principals of either PEP, the post-merger Newport, or Clear Channel,
    and no past business relationship with either PEP, Newport, or Clear
    Channel, their affiliates or principals, except to the extent
    required to establish the trust. The trust, which shall have as its
    sole purpose the divestiture of the interests and/or properties at
    issue, shall place the exclusive authority to vote and control the
    interest in Univision, or manage and operate the stations at issue,
    in the hands of a trustee. The trust shall terminate upon the sale
    of all of PEP's interest in Univision, or the sale of Univision
    properties exceeding the numerical ownership limits of the local
    television ownership rule to a third party, which shall occur no
    later than six months after transfer of the properties and/or
    interests to the trust. The proceeds from the sale of the
    properties, less the expenses associated with the sale, shall go to
    either PEP or Newport. While the trust is in effect, revenue in
    excess of expenses may be remitted periodically to either PEP or
    Newport. The trust shall comport with the insulation standards
    applicable to such mechanisms under Commission practice, including
    barring certain communications between the beneficiary and the
    trustee and contractual and other relationships between the parties.
    *See Twentieth Holdings Corporation*, 4 FCC Rcd at 4052.

[^48]: *Shareholders of the Ackerley Group, Inc.*, 17 FCC Rcd 10828
    (2002). If we were to grant the petition for reconsideration, Clear
    Channel would currently have attributable interests in two
    television stations in the Monterey-Salinas market. We consider
    Buckley's pleading within the context of the instant proceeding
    because disposition of the petition for reconsideration will
    determine both the number of stations Newport would need to divest
    as a result of the proposed transaction, and whether Clear Channel
    is currently in compliance with the local television ownership rule
    in the market.

[^49]: *Id.* at 10841.

[^50]: *Id.* at 10844.

[^51]: *Review of the Commission's Regulations Governing Attribution of
    Broadcast and Cable/MDS Interests ("Attribution Order")*, 14 FCC Rcd
    12559, 12612-12613 (1999).

[^52]: *Id.* at 12597.

[^53]: *2002 Ackerley Order*, 17 FCC Rcd at 10841.

[^54]: *Id.* at 10841-10842.

[^55]: The parties also added a clause to Section 6 of the revised LMA
    stating that "\[u\]nder no circumstances shall \[Ackerley/Clear
    Channel\] be entitled to any \[station\] advertising revenues which
    are not related solely \[to the programming provided by the broker
    under the LMA\]."

[^56]: Buckley has also argued that the Commission failed to adequately
    consider its argument that the transaction would result in excessive
    media concentration in the Monterey-Salinas market. This argument is
    mooted by the instant transaction, which will effectively divest
    Clear Channel of the television stations it owns in the market.

[^57]: 47 C.F.R. § 73.1125(a).

[^58]: 47 C.F.R. § 73.1125(d)(2).

[^59]: Letter from Barbara A. Kreisman, Chief, Video Services Division,
    to John M. Burgett, dated February 12, 1998.

[^60]: *Clear Channel Broadcasting Licenses, Inc., Assignment
    Application*, at Exhibit 15, page 11.

[^61]: *Id.* at Exhibit 15, page 13.

[^62]: *Id.* at Exhibit 15, pages 11-12.

[^63]: *Id.* at Exhibit 15, page 10.

[^64]: *Id.* at Exhibit 15, page 13.