**Before the**

Federal Communications Commission

Washington, D.C. 20554

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| In the Matter of                 | * | File Nos. BTCCT-20071116ADG  |
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| Applications for Transfer of     | ) | BTCCT-20071116ACX            |
| Control of                       | * |                              |
|                                  | * | BTCCT-20071116ACZ            |
| **WWBT, Inc.**                   |   |                              |
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| **WBTV, Inc.**                   | * |                              |
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| **WCSC, Inc.**                   | * |                              |
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| Raycom Holdings, LLC             | * |                              |
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MEMORANDUM OPINION AND ORDER

**Adopted: March 25, 2008 Released: March 25, 2008**

By the Chief, Media Bureau:

1\. The Commission, by the Chief, Media Bureau, pursuant to delegated
authority, has before it for consideration the unopposed applications to
transfer control of WWBT, Inc., licensee of WWBT(TV), Richmond,
Virginia, WCSC, Inc., licensee of WCSC-TV, Charleston, South Carolina,
and WBTV, Inc., licensee of WBTV(TV), Charlotte, North Carolina, from
Lincoln Financial Media Company to Raycom Holdings, LLC ("Raycom"), an
indirect subsidiary of Raycom Media, Inc.[^1] Grant of the transfer of
WWBT(TV) would create a television duopoly in the Richmond-Petersburg,
Virginia Designated Market Area ("Richmond DMA") that is not permissible
under Section 73.3555(b) of the Commission's rules (the "local
television ownership rule").[^2] Accordingly, Raycom has requested a
temporary six-month waiver following consummation of the instant
transaction to come into compliance with this rule. We grant the
requested waiver and the applications, subject to the conditions set
forth below.

2\. **Multiple Ownership Waiver.** Under the local television ownership
rule, a party may own two television stations in the same DMA if (1) the
Grade B contours of the two stations do not overlap, or (2) if eight or
more independently owned and operating commercial and noncommercial
television stations would remain in the DMA post-merger and at least one
of the stations is not ranked within the top four stations in the DMA in
terms of audience share.

3\. Raycom, through another subsidiary, owns WTVR-TV, Richmond,
Virginia, which operates in the same Richmond DMA as WWBT(TV). There are
currently six independently owned television stations in the Richmond
DMA, of which five would be independently owned following grant of the
WWBT(TV) application. Because the Richmond DMA will contain only five
independently owned and operating commercial and non-commercial
television stations after consummation, Raycom may only have an
attributable interest in one station in the market. Thus, the instant
transaction will result in Raycom exceeding the numerical ownership
limit of the local television ownership rule by one television station.
In its temporary waiver request, Raycom argues that the existing
diversity of voices and competition in the Richmond DMA, together with
Raycom's commitment to maintain separate operations of the two stations
during the interim period, would mitigate even the potential for impact
on the underlying goals of the local television ownership rule.

4\. In this regard, Raycom contends that the Richmond DMA achieves a
level of media diversity and competition similar to or greater than the
markets in which the Commission previously has granted temporary local
television ownership waivers.[^3] Raycom notes that over 89.8% of the
households in the Richmond DMA subscribe to some form of MVPD service,
and there is a cable television penetration rate of 62% (314,220
households).[^4] Further, Raycom states that DBS providers EchoStar and
DIRECTV serve viewers in the Richmond DMA, and both offer
local-into-local delivery of broadcast television stations directly to
their Richmond subscribers. Raycom goes on to state that Richmond
residents also have access to two Satellite Digital Audio Radio
Services, Sirius and XM Radio, each offering nearly 200 digital audio
channels. Raycom adds that additional diversity of voices and
competition for advertising revenues in the market is supplied by 39
radio stations, including 19 Arbitron independent radio voices. Finally,
Raycom asserts that two daily newspapers and seven weekly newspapers are
published in the market, including *The Richmond Times-Dispatch*, a
local daily newspaper published by Media General, Inc.

5\. As a further safeguard to preserve media diversity and competition
in the Richmond DMA, Raycom avers that it will not seek to realize any
economies of scale in the Richmond market and it will maintain the
separate management, programming and sales operations of the stations
during the limited waiver period. Raycom states that it will maintain
the services of WWBT(TV)'s existing national sales representative firm
until divestiture is accomplished and will insulate each station's staff
from all proprietary or confidential information held by the other
Richmond station. In addition, Raycom asserts that it will continue
WWBT(TV)'s existing efforts to provide programming responsive to the
needs and interests of the local Richmond community.

6\. Finally, Raycom commits to achieving prompt compliance with the
local television ownership rule. According to Raycom, it has already
begun the process of searching for a qualified buyer for one of the
Richmond stations. It has also engaged the services of Belmoro Corporate
Advisors, LLC, an experienced broadcast financial advisory firm. Even at
this early stage, states Raycom, it has received preliminary expressions
of interest from and has entered into confidentiality agreements with
four different entities. In addition, Raycom recently filed an amendment
in which it reports that it intends to sell WTVR-TV, and has entered
into a legally binding agreement with the Antitrust Division of the
United States Department of Justice (""DOJ").

7\. Pursuant to that agreement, Raycom has committed to operating the
stations as separate entities so as to maintain full competition between
them pending divestiture. If Raycom has not divested WTVR-TV within
three months of the closing of the instant transaction, the DOJ will
have the right to file a Consent Decree and Hold Separate Stipulation
and Order, which, among other things, will provide that: (1) upon the
filing of the Consent Decree, Raycom will have an additional 30 days
(subject to extensions not to exceed 60 days) to complete the
divestitures on its own; and (2) if Raycom fails to complete the
divestitures in a timely fashion consistent with the Consent Decree, on
application by the DOJ, a trustee will be appointed to complete the
divestitures, subject to DOJ review and approval.

8\. Based on the facts presented, we believe that Raycom's request for a
temporary six-month waiver of the local television ownership rule is
warranted. We reach this conclusion based on Raycom's promise to operate
the Richmond stations independently and, consistent with its agreement
with DOJ, Raycom's assurance that it will achieve divestiture of
WTVR-TV, Richmond, Virginia, within six months.[^5] Furthermore, in
multiple-station, multiple-market transactions, the Commission has
granted temporary waivers of its rules to permit an orderly disposition
of assets and avoid forced sales.[^6]

9\. Having found the applicants fully qualified, we conclude that grant
of the subject applications would serve the public interest.
**ACCORDINGLY, IT IS ORDERED** **THAT** the request for a temporary
six-month waiver of the Commission's local television ownership rule, 47
C.F.R. § 73.35555(b) to permit common ownership by Raycom Holdings, LLC
of WTVR-TV, Richmond, Virginia and WWBT(TV), Richmond, Virginia, in the
Richmond-Petersburg, Virginia DMA **IS GRANTED**, subject to the
condition that within six months of the consummation of this
transaction, an application is filed with the Commission to dispose of
such station as would be necessary for Raycom Holdings, LLC to come into
full compliance with 47 C.F.R. § 73.35555(b). **FURTHERMORE, IT IS
ORDERED THAT** the applications to transfer control of WWBT, Inc., WBTV,
Inc., and WCSC, Inc. to Raycom Holdings, LLC **ARE GRANTED.**

FEDERAL COMMUNICATIONS COMMISSION

Monica Shah Desai

Chief, Media Bureau

[^1]: The Facility ID Numbers for the above-captioned stations are:
    WWBT(TV), Richmond, Virginia-30833; WBTV(TV), Charlotte, North
    Carolina-30826; and WCSC-TV, Charleston, South Carolina-71297.

[^2]: 47 C.F.R. § 73.3555(b) (2002). On February 4, 2008, the Commission
    released its 2006 *Quadrennial Review Order*, in which it decided to
    make no changes to the local television ownership rule currently in
    effect. *2006 Quadrennial Regulatory Review -- Review of the
    Commission's Broadcast Ownership Rules and Other Rules Adopted
    Pursuant to Section 202 of the Telecommunications Act of 1996*, MB
    Docket No. 06-121, *Report and Order and Order on Reconsideration*,
    FCC 07-216 (rel. Feb. 4, 2008).

[^3]: *See, e.g., Applications for Transfer of Control of the Liberty
    Corporation,* 21 FCC Rcd 244, 245 (2006) (*noting markets where two,
    three, and five independent television voices would exist for the
    brief waiver period*); *see also* *Applications of AFLAC
    Broadcasting Group, Inc*., 12 FCC Rcd 3907 (1997).

[^4]: According to Raycom, cable television service is provided by 23
    cable systems owned by eight different cable operators, including
    local cable service provided by Comcast Communications, Inc.

[^5]: In seeking to divest station WTVR-TV, we encourage Raycom to make
    every effort to provide notice to women and minorities of the
    availability of the station for sale.

[^6]: *See e.g., Univision Communications, Inc*., 22 FCC Rcd 5842
    (2007).