Federal Register / Vol. 86, No. 148 / Thursday, August 5, 2021 / Notices 42883 

1Handbook for Electronic Filing Procedures: 

https://www.usitc.gov/documents/handbook_on_

filing_procedures.pdf. 

2All contract personnel will sign appropriate 

nondisclosure agreements. 

3Electronic Document Information System 

(EDIS): https://edis.usitc.gov 

Inc. of Seattle, WA; Dell Technologies 

Inc. of Round Rock, TX; EMC 

Corporation of Round Rock, TX; Lenovo 

Group Ltd. of China; Lenovo (United 

States) Inc. of Morrisville, NC; Motorola 

Mobility LLC of Chicago, IL; LG 

Electronics Inc. of Korea; LG Electronics 

USA, Inc. Englewood Cliffs, NJ; 

Samsung Electronics Co., Ltd. of Korea; 

and Samsung Electronics America, Inc. 

of Ridgefield Park, NJ. The complainant 

requests that the Commission issue a 

limited exclusion order, cease and 

desist orders, and impose a bond upon 

respondents alleged infringing articles 

during the 60-day Presidential review 

period pursuant to 19 U.S.C. 1337(j). 

Proposed respondents, other 

interested parties, and members of the 

public are invited to file comments on 

any public interest issues raised by the 

complaint or § 210.8(b) filing. 

Comments should address whether 

issuance of the relief specifically 

requested by the complainant in this 

investigation would affect the public 

health and welfare in the United States, 

competitive conditions in the United 

States economy, the production of like 

or directly competitive articles in the 

United States, or United States 

consumers. 

In particular, the Commission is 

interested in comments that: 

(i) Explain how the articles 

potentially subject to the requested 

remedial orders are used in the United 

States; 

(ii) identify any public health, safety, 

or welfare concerns in the United States 

relating to the requested remedial 

orders; 

(iii) identify like or directly 

competitive articles that complainant, 

its licensees, or third parties make in the 

United States which could replace the 

subject articles if they were to be 

excluded; 

(iv) indicate whether complainant, 

complainant’s licensees, and/or third 

party suppliers have the capacity to 

replace the volume of articles 

potentially subject to the requested 

exclusion order and/or a cease and 

desist order within a commercially 

reasonable time; and 

(v) explain how the requested 

remedial orders would impact United 

States consumers. 

Written submissions on the public 

interest must be filed no later than by 

close of business, eight calendar days 

after the date of publication of this 

notice in the Federal Register. There 

will be further opportunities for 

comment on the public interest after the 

issuance of any final initial 

determination in this investigation. Any 

written submissions on other issues 

must also be filed by no later than the 

close of business, eight calendar days 

after publication of this notice in the 

Federal Register. Complainant may file 

replies to any written submissions no 

later than three calendar days after the 

date on which any initial submissions 

were due. No other submissions will be 

accepted, unless requested by the 

Commission. Any submissions and 

replies filed in response to this Notice 

are limited to five (5) pages in length, 

inclusive of attachments. 

Persons filing written submissions 

must file the original document 

electronically on or before the deadlines 

stated above. Submissions should refer 

to the docket number (‘‘Docket No. 

3562’’) in a prominent place on the 

cover page and/or the first page. (See 

Handbook for Electronic Filing 

Procedures, Electronic Filing 

Procedures.1) Please note the Secretary’s 

Office will accept only electronic filings 

during this time. Filings must be made 

through the Commission’s Electronic 

Document Information System (EDIS, 

https://edis.usitc.gov.) No in-person 

paper-based filings or paper copies of 

any electronic filings will be accepted 

until further notice. Persons with 

questions regarding filing should 

contact the Secretary at EDIS3Help@

usitc.gov. 

Any person desiring to submit a 

document to the Commission in 

confidence must request confidential 

treatment. All such requests should be 

directed to the Secretary to the 

Commission and must include a full 

statement of the reasons why the 

Commission should grant such 

treatment. See 19 CFR 201.6. Documents 

for which confidential treatment by the 

Commission is properly sought will be 

treated accordingly. All information, 

including confidential business 

information and documents for which 

confidential treatment is properly 

sought, submitted to the Commission for 

purposes of this Investigation may be 

disclosed to and used: (i) By the 

Commission, its employees and Offices, 

and contract personnel (a) for 

developing or maintaining the records 

of this or a related proceeding, or (b) in 

internal investigations, audits, reviews, 

and evaluations relating to the 

programs, personnel, and operations of 

the Commission including under 5 

U.S.C. Appendix 3; or (ii) by U.S. 

government employees and contract 

personnel,2 solely for cybersecurity 

purposes. All nonconfidential written 

submissions will be available for public 

inspection at the Office of the Secretary 

and on EDIS.3

This action is taken under the 

authority of section 337 of the Tariff Act 

of 1930, as amended (19 U.S.C. 1337), 

and of §§ 201.10 and 210.8(c) of the 

Commission’s Rules of Practice and 

Procedure (19 CFR 201.10, 210.8(c)). 

By order of the Commission. 

Issued: August 2, 2021. 

Katherine Hiner, 

Supervisory Attorney. 

[FR Doc. 2021–16757 Filed 8–4–21; 8:45 am] 

BILLING CODE 7020–02–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Gray Television, Inc., 

et al.; Proposed Final Judgment and 

Competitive Impact Statement 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16(b)–(h), that a proposed 

Final Judgment, Stipulation, and 

Competitive Impact Statement have 

been filed with the United States 

District Court for the District of 

Columbia in United States of America v. 

Gray Television, Inc., et al., Civil Action 

No. 1:21–cv–02041. On July, 28, 2021, 

the United States filed a Complaint 

alleging that Gray Television, Inc.’s 

(‘‘Gray’’) proposed acquisition of 

Quincy Media, Inc.’s (‘‘Quincy’’) 

commercial television broadcast stations 

would violate Section 7 of the Clayton 

Act, 15 U.S.C. 18. The proposed Final 

Judgment, filed at the same time as the 

Complaint, requires Gray and Quincy to 

divest commercial television broadcast 

stations in seven local television 

markets: (i) Tucson, Arizona; (ii) 

Madison, Wisconsin; (iii) Rockford, 

Illinois; (iv) Paducah, Kentucky-Cape 

Girardeau, Missouri-Harrisburg-Mt. 

Vernon, Illinois; (v) Cedar RapidsWaterloo-Iowa City-Dubuque, Iowa; (vi) 

La Crosse-Eau Claire, Wisconsin; and 

(vii) Wausau-Rhinelander, Wisconsin. 

Copies of the Complaint, proposed 

Final Judgment, and Competitive Impact 

Statement are available for inspection 

on the Antitrust Division’s website at 

http://www.justice.gov/atr and at the 

Office of the Clerk of the United States 

District Court for the District of 

Columbia. Copies of these materials may 

be obtained from the Antitrust Division 

upon request and payment of the 


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42884 Federal Register / Vol. 86, No. 148 / Thursday, August 5, 2021 / Notices 

copying fee set by Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, including the name of the 

submitter, and responses thereto, will be 

posted on the Antitrust Division’s 

website, filed with the Court, and, under 

certain circumstances, published in the 

Federal Register. Comments should be 

submitted in English and directed to 

Scott Scheele, Chief, Media, 

Entertainment, and Communications 

Section, Antitrust Division, Department 

of Justice, 450 Fifth Street NW, Suite 

7000, Washington, DC 20530 (email 

address: ATR.MEC.Information@

usdoj.gov). 

Suzanne Morris, 

Chief, Premerger and Division Statistics, 

Antitrust Division. 

United States District Court for the 

District of Columbia 

United States of America, 450 Fifth Street 

NW, Washington, DC 20530, Plaintiff v. Gray 

Television, Inc., 4370 Peachtree Road NE, 

Atlanta, Georgia 30319; and Quincy Media, 

Inc., 130 South 5th Street, Quincy, Illinois 

62301, Defendants. 

Case No.: 1:21–cv–02041–CJN 

Judge: Carl J. Nichols 

Complaint 

The United States of America, acting 

under the direction of the Attorney 

General of the United States, brings this 

civil action against Gray Television, Inc. 

(‘‘Gray’’) and Quincy Media, Inc. 

(‘‘Quincy’’) to enjoin Gray’s proposed 

acquisition of Quincy. The United 

States complains and alleges as follows: 

I. Nature of the Action 

1. Pursuant to a Stock Purchase 

Agreement dated January 31, 2021, Gray 

plans to acquire Quincy for 

approximately $925 million in cash. 

2. The proposed acquisition would 

combine popular local television 

stations that compete against each other 

in several markets, likely resulting in 

significant harm to competition. 

3. In seven Designated Market Areas 

(‘‘DMAs’’), Gray and Quincy each own 

at least one broadcast television station 

that is affiliated with one of the ‘‘Big 

Four’’ television networks: NBC, CBS, 

ABC, or FOX. These seven DMAs, 

collectively referred to in this 

Complaint as the ‘‘Overlap DMAs’’ are: 

(i) Tucson, Arizona; (ii) Madison, 

Wisconsin; (iii) Rockford, Illinois; (iv) 

Paducah, Kentucky-Cape Girardeau, 

Missouri-Harrisburg-Mt. Vernon, 

Illinois; (v) Cedar Rapids-Waterloo-Iowa 

City-Dubuque, Iowa; (vi) La Crosse-Eau 

Claire, Wisconsin; and (vii) WausauRhinelander, Wisconsin. 

4. In each Overlap DMA, the proposed 

acquisition would eliminate 

competition between Gray and Quincy 

in the licensing of Big Four network 

content (‘‘retransmission consent’’) to 

cable, satellite, fiber optic television, 

and over-the-top providers (referred to 

collectively as multichannel video 

programming distributors or ‘‘MVPDs’’), 

for distribution to their subscribers. 

Additionally, in each Overlap DMA, the 

proposed acquisition would eliminate 

competition between Gray and Quincy 

in the sale of broadcast television spot 

advertising to advertisers interested in 

reaching viewers in the DMA. 

5. By eliminating a competitor, the 

acquisition would likely give Gray the 

power to charge MVPDs higher fees for 

its programming—fees that those 

companies would likely pass on, in 

large measure, to their subscribers. 

Additionally, the acquisition would 

likely allow Gray to charge local 

businesses and other advertisers higher 

prices to reach audiences in the Overlap 

DMAs. 

6. As a result, the proposed 

acquisition of Quincy by Gray likely 

would substantially lessen competition 

in the markets for retransmission 

consent in each of the Overlap DMAs, 

and in the markets for selling broadcast 

television spot advertising in each of the 

Overlap DMAs, in violation of Section 

7 of the Clayton Act, 15 U.S.C. 18. 

II. The Defendants 

7. Gray is a Georgia corporation with 

its headquarters in Atlanta, Georgia. 

Gray owns 165 television stations in 94 

DMAs, of which 139 are Big Four 

affiliates. In 2020, Gray reported 

revenues of $2.4 billion. 

8. Quincy is an Illinois corporation 

with its headquarters in Quincy, 

Illinois. Quincy owns 20 television 

stations in 16 DMAs, of which 19 are 

Big Four affiliates. In 2020, Quincy had 

revenues of approximately $338 million. 

III. Jurisdiction and Venue 

9. The United States brings this action 

under Section 15 of the Clayton Act, 15 

U.S.C. 25, as amended, to prevent and 

restrain Defendants from violating 

Section 7 of the Clayton Act, 15 U.S.C. 

18. 

10. The Court has subject matter 

jurisdiction over this action pursuant to 

Section 15 of the Clayton Act, 15 U.S.C. 

25, and 28 U.S.C. 1331, 1337(a), and 

1345. 

11. Defendants sell broadcast 

television spot advertising to businesses 

(either directly or through advertising 

agencies) in the flow of interstate 

commerce, and such activities 

substantially affect interstate commerce. 

12. Gray and Quincy have each 

consented to venue and personal 

jurisdiction in this judicial district for 

purposes of this action. Both companies 

transact business in this district. Venue 

is proper in this district under Section 

12 of the Clayton Act, 15 U.S.C. 22, and 

under 28 U.S.C. 1391(b) and (c). 

IV. Big Four Television Retransmission 

Consent Markets 

A. Background 

13. MVPDs, such as Comcast, 

DirecTV, and Mediacom, typically pay 

the owner of each local Big Four 

broadcast station in a given DMA a persubscriber fee for the right to retransmit 

the station’s content to the MVPDs’ 

subscribers. The per-subscriber fee and 

other terms under which an MVPD is 

permitted to distribute a station’s 

content to its subscribers are set forth in 

a retransmission agreement. A 

retransmission agreement is negotiated 

directly between a broadcast station 

group, such as Gray or Quincy, and a 

given MVPD, and this agreement 

typically covers all of the station group’s 

stations located in the MVPD’s service 

area, or ‘‘footprint.’’ 

14. Each broadcast station group 

typically renegotiates retransmission 

agreements with the MVPDs every few 

years. If an MVPD and a broadcast 

station group cannot agree on a 

retransmission consent fee at the 

expiration of a retransmission 

agreement, the result may be a 

‘‘blackout’’ of the broadcast group’s 

stations from the particular MVPD—i.e., 

an open-ended period during which the 

MVPD may not distribute those stations 

to its subscribers until a new contract is 

successfully negotiated. 

B. Relevant Markets 

1. Product Market 

15. Big Four broadcast content has 

special appeal to television viewers in 

comparison to the content that is 

available through other broadcast 

stations and cable networks. Big Four 

stations usually are the highest ranked 

in terms of audience share and ratings 

in each DMA, largely because of unique 

offerings such as local news, sports, and 

highly ranked primetime programs. 

16. Because of Big Four stations’ 

popular national content and valued 

local coverage, MVPDs regard Big Four 

programming as highly desirable for 

inclusion in the packages they offer 

subscribers. 

17. Non-Big Four broadcast stations 

are typically not close substitutes for 

viewers of Big Four stations. Stations 

that are affiliates of networks other than 

the Big Four, such as the CW Network, 


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Federal Register / Vol. 86, No. 148 / Thursday, August 5, 2021 / Notices 42885 

1The HHI is calculated by squaring the market 

share of each firm competing in the market and 

then summing the resulting numbers. For example, 

for a market consisting of four firms with shares of 

30, 30, 20, and 20 percent, the HHI is 2,600 (302

+ 302 + 202 +202 = 2,600). The HHI takes into 

account the relative size distribution of the firms in 

a market. It approaches zero when a market is 

occupied by a large number of firms of relatively 

equal size, and reaches its maximum of 10,000 

points when a market is controlled by a single firm. 

The HHI increases both as the number of firms in 

the market decreases and as the disparity in size 

between those firms increases. 

2 In this chart, sums that do not agree precisely 

reflect rounding. 

MyNetworkTV, or Telemundo, typically 

feature niche programming without 

local news, weather or sports—or, in the 

case of Telemundo, only offer local 

news, weather, and sports aimed at a 

Spanish-speaking audience. Stations 

that are unaffiliated with any network 

are similarly unlikely to carry 

programming with broad popular 

appeal. 

18. If an MVPD suffers a blackout of 

a Big Four station in a given DMA, 

many of the MVPD’s subscribers in that 

DMA are likely to turn to other Big Four 

stations in the DMA to watch similar 

content, such as sports, primetime 

shows, and local news and weather. 

This willingness of viewers to switch 

between competing Big Four broadcast 

stations limits an MVPD’s expected 

losses in the case of a blackout, and thus 

limits a broadcaster’s ability to extract 

higher fees from that MVPD—since an 

MVPD’s willingness to pay higher 

retransmission consent fees for content 

rises or falls with the harm it would 

suffer if that content were lost. 

19. Due to the limited programming 

typically offered by non-Big Four 

stations, viewers are much less likely to 

switch to a non-Big Four station than to 

switch to other Big Four stations in the 

event of a blackout of a Big Four station. 

Accordingly, competition from non-Big 

Four stations does not typically impose 

a significant competitive constraint on 

the retransmission consent fees charged 

by the owners of Big Four stations. 

20. For the same reasons, 

subscribers—and therefore MVPDs— 

generally do not view cable network 

programming as a close substitute for 

Big Four network content. This is 

primarily because cable networks offer 

different content. For example, cable 

networks generally do not offer local 

news, which provides a valuable 

connection to the local community that 

is important to viewers of Big Four 

stations. 

21. Because viewers do not regard 

non-Big Four broadcast stations or cable 

networks as close substitutes for the 

programming they receive from Big Four 

stations, these other sources of 

programming are not sufficient to 

discipline an increase in the fees 

charged for Big Four television 

retransmission consent. 

22. For all of these reasons, a 

hypothetical monopolist of Big Four 

television stations likely could impose a 

small but significant and non-transitory 

increase in the price (‘‘SSNIP’’) it 

charges MVPDs for retransmission 

consent without losing sufficient sales 

to render the price increase 

unprofitable. 

23. The licensing of Big Four 

television retransmission consent 

therefore constitutes a relevant product 

market and line of commerce under 

Section 7 of the Clayton Act, 15 U.S.C. 

18. 

2. Geographic Markets 

24. A DMA is a geographic unit for 

which The Nielsen Company (US), LLC 

—a firm that surveys television 

viewers—furnishes broadcast television 

stations, MVPDs, cable networks, 

advertisers, and advertising agencies in 

a particular area with data to aid in 

evaluating audience size and 

composition. DMAs are widely accepted 

by industry participants as the standard 

geographic areas to use in evaluating 

television audience size and 

demographic composition. The Federal 

Communications Commission (‘‘FCC’’) 

also uses DMAs as geographic units 

with respect to its MVPD regulations. 

25. In the event of a blackout of a Big 

Four network station, FCC rules 

generally prohibit an MVPD from 

importing the same network’s content 

from another DMA. Thus, MVPD 

subscribers in one DMA cannot switch 

to Big Four programming in another 

DMA in the face of a blackout. 

Therefore, substitution to stations 

outside the DMA cannot discipline an 

increase in the fees charged for 

retransmission consent for broadcast 

stations in the DMA. Each DMA thus 

constitutes a relevant geographic market 

for the licensing of Big Four television 

retransmission consent within the 

meaning of Section 7 of the Clayton Act, 

15 U.S.C. 18. 

C. Likely Anticompetitive Effects 

26. The more concentrated a market 

would be as a result of a proposed 

merger, the more likely it is that the 

proposed merger would substantially 

lessen competition. Concentration can 

be measured by the widely used 

Herfindahl-Hirschman Index (‘‘HHI’’).1

Under the Horizontal Merger Guidelines 

issued by the Department of Justice and 

the Federal Trade Commission, mergers 

that result in highly concentrated 

markets (i.e., with an HHI over 2,500) 

and that increase the HHI by more than 

200 points are presumed likely to 

enhance market power and substantially 

lessen competition. See, e.g., United 

States v. Anthem, Inc., 855 F.3d 345, 

349 (D.C. Cir. 2017). 

27. The chart below summarizes 

Defendants’ approximate Big Four 

television retransmission consent 

market shares, based on revenue figures 

in BIA Advisory Services’ Investing in 

Television Market Report 2020 (1st 

edition), and the effect of the transaction 

on the HHI in each Overlap DMA.2

Overlap DMA 

Gray 

share 

(%) 

Quincy 

share 

(%) 

Merged 

share 

(%) 

Premerger 

HHI 

Postmerger 

HHI 

HHI 

increase 

Tucson, AZ ............................................................................................... 30 24 54 2,564 4,010 1,446 

Madison, WI ............................................................................................. 30 23 53 2,556 3,956 1,400 

Paducah-Harrisburg, KY-IL ...................................................................... 30 23 53 2,622 4,022 1,400 

Cedar Rapids, IA ..................................................................................... 26 20 46 2,533 3,600 1,067

La Crosse-Eau Claire, WI ........................................................................ 33 20 53 2,622 3,956 1,333 

Rockford, IL .............................................................................................. 27 20 47 2,533 3,600 1,066 

Wausau-Rhinelander, WI ......................................................................... 44 33 77 3,580 6,543 2,963 

28. As indicated by the preceding 

chart, the post-merger HHI in each 

Overlap DMA is well above 2,500, and 

the HHI increase in each Overlap DMA 

far exceeds the 200-point threshold. 

Thus, the proposed acquisition 

presumptively violates Section 7 of the 

Clayton Act in each Overlap DMA. 


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42886 Federal Register / Vol. 86, No. 148 / Thursday, August 5, 2021 / Notices 

29. The proposed transaction would 

give Gray the ability to black out more 

Big Four stations simultaneously in 

each of the Overlap DMAs than either 

Gray or Quincy could black out 

independently today. This would 

increase Gray’s bargaining leverage with 

MVPDs, likely leading to increased 

retransmission consent fees charged to 

such MVPDs. 

V. Broadcast Television Spot 

Advertising Markets 

A. Background 

31. Broadcast television stations, 

including both Big Four and non-Big 

Four stations in the Overlap DMAs, sell 

advertising ‘‘spots’’ during breaks in 

their programming. Advertisers 

purchase spots from a broadcast station 

to communicate with viewers within the 

DMA in which the broadcast television 

station is located. Broadcast television 

spot advertising is distinguished from 

‘‘network’’ advertising, which consists 

of advertising time slots sold on 

nationwide broadcast networks by those 

networks, and not by local broadcast 

television stations or their 

representatives. 

32. Gray and Quincy each own at least 

one Big Four affiliated television station 

in each of the Overlap DMAs and 

compete with one another to sell 

broadcast television spot advertising in 

each of the Overlap DMAs. 

B. Relevant Markets 

1. Product Market 

33. Broadcast television spot 

advertising constitutes a relevant 

product market and line of commerce 

under Section 7 of the Clayton Act, 15 

U.S.C. 18. Advertisers’ inability or 

unwillingness to substitute to other 

types of advertising in response to a 

price increase in broadcast television 

spot advertising supports this relevant 

market definition. 

i. Overview of Broadcast Television 

Spot Advertising 

34. Typically, an advertiser purchases 

broadcast television advertising spots as 

one component of an advertising 

strategy that may also include cable 

television advertising spots, newspaper 

advertisements, billboards, radio spots, 

digital advertisements, email 

advertisements, and direct mail. 

35. Different components of an 

advertising strategy generally target 

different audiences and serve distinct 

purposes. Advertisers that advertise on 

broadcast television stations do so 

because the stations offer popular 

programming such as local news, sports, 

and primetime and syndicated shows 

that are especially attractive to a broad 

demographic base and a large audience 

of viewers. Other categories of 

advertising may offer different 

characteristics, but are not close 

substitutes for broadcast television spot 

advertising. For example, ads associated 

with online search results target 

individual consumers or respond to 

specific keyword searches, whereas 

broadcast television spot advertising 

reaches a broad audience throughout a 

DMA. 

36. Technological developments may 

bring various advertising categories into 

closer competition with each other. For 

example, broadcasters and cable 

networks are developing technology to 

make their spot advertising addressable, 

meaning that broadcasters could deliver 

targeted advertising in live broadcast 

and on-demand formats to smart 

televisions or streaming devices. For 

certain advertisers, these technological 

changes may make other categories of 

advertising closer substitutes for 

advertising on broadcast television in 

the future. However, at this time, for 

many broadcast television spot 

advertising advertisers, these projected 

developments are insufficient to 

mitigate the anticompetitive effects of 

the proposed acquisition in the Overlap 

DMAs. 

ii. Cable Television Spot Advertising Is 

Not a Reasonable Substitute 

37. MVPDs sell spot advertising to be 

shown during breaks in cable network 

programming. For viewers, these 

advertisements are similar to broadcast 

television spot ads. However, cable 

television spot advertising is not at this 

time a reasonable substitute for 

broadcast television spot advertising for 

most advertisers. 

38. First, broadcast television spot 

advertising is a more efficient option 

than cable television spot advertising for 

many advertisers. Because broadcast 

television offers highly rated 

programming with broad appeal, each 

broadcast television advertising spot 

typically offers the opportunity to reach 

more viewers (more ‘‘ratings points’’) 

than a single spot on a cable network. 

By contrast, MVPDs offer dozens of 

cable networks with specialized 

programs that appeal to niche 

audiences. This fragmentation allows 

advertisers to target narrower 

demographic subsets by buying cable 

spots on particular channels, but it does 

not meet the needs of advertisers who 

want to reach a large percentage of a 

DMA’s population. 

39. Second, households that have 

access to cable networks are divided 

among multiple MVPDs within a DMA. 

In contrast, broadcast television spot 

advertising reaches all households that 

subscribe to an MVPD and, through an 

over-the-air signal, most households 

with a television that do not. 

40. Finally, MVPDs’ inventory of 

cable television spot advertising is 

limited—typically to two minutes per 

hour—contrasting sharply with 

broadcast stations’ much larger number 

of advertising minutes per hour. The 

inventory of DMA-wide cable television 

spot advertising is substantially further 

reduced by the large portion of those 

spots allocated to local zone advertising, 

in which an MVPD sells spots by 

geographic zones within a DMA, 

allowing advertisers to target smaller 

geographic areas. Due to the limited 

inventories and lower ratings associated 

with cable television spot programming, 

cable television spot advertising does 

not offer a sufficient volume of ratings 

points, or broad enough household 

penetration, to provide a viable 

alternative to broadcast television spot 

advertising. 

iii. Digital Advertising Is Not a 

Reasonable Substitute 

41. Digital advertising is also not a 

sufficiently close substitute for 

broadcast television spot advertising. 

Some digital advertising, such as static 

and floating banner advertisements, 

static images, text advertisements, 

wallpaper advertisements, pop-up 

advertisements, flash advertisements, 

and paid search results, lacks the 

combination of sight, sound, and motion 

that makes television spot advertising 

particularly impactful and memorable 

and therefore effective for advertisers. 

Digital video advertisements, on the 

other hand, do allow for a combination 

of sight, sound, and motion, and on this 

basis are more comparable to broadcast 

television spot advertising than other 

types of digital advertising. However, 

they are still not close substitutes for 

broadcast television spot advertising 

because digital advertisements typically 

have a different scope of reach 

compared to broadcast television spot 

advertising. For example, while 

advertisers use broadcast television 

spots to reach a large percentage of 

households within a given DMA, 

advertisers use digital advertising to 

reach a variety of different audiences. 

While a small portion of advertisers 

purchase DMA-wide advertisements on 

digital platforms, digital advertisements 

usually are targeted either very broadly, 

such as nationwide or regional, or to a 

geographic target smaller than a DMA, 

such as a city or a zip code, or to narrow 

demographic subsets of a population. 


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iv. Other Forms of Advertising Are Not 

Reasonable Substitutes 

42. Other forms of advertising, such as 

radio, newspaper, billboard, and directmail advertising, also do not constitute 

effective substitutes for broadcast 

television spot advertising. These forms 

of media do not reach as many local 

viewers or drive brand awareness to the 

same extent as broadcast television spot 

advertising does. Broadcast television 

spot advertising possesses a unique 

combination of attributes that 

advertisers value in a way that sets it 

apart from advertising on other media. 

Broadcast television spot advertising 

combines sight, sound, and motion in a 

way that makes television 

advertisements particularly memorable 

and impactful. 

43. For all of these reasons, a 

hypothetical monopolist of broadcast 

television spot advertising likely could 

impose a SSNIP without losing 

sufficient sales to render the price 

increase unprofitable. 

44. The sale of broadcast television 

spot advertising therefore constitutes a 

relevant product market and line of 

commerce under Section 7 of the 

Clayton Act, 15 U.S.C. 18. 

2. Geographic Markets 

45. For an advertiser seeking to reach 

potential customers in a given DMA, 

broadcast television stations located 

outside of the DMA do not provide 

effective access to the advertiser’s target 

audience. The signals of broadcast 

television stations located outside of the 

DMA generally do not reach any 

significant portion of the target DMA 

through either over-the-air signal or 

MVPD distribution. Because advertisers 

cannot reach viewers inside a DMA by 

advertising on stations outside the 

DMA, a hypothetical monopolist of 

broadcast television spot advertising on 

stations in a given DMA could likely 

profitably impose at least a SSNIP. 

46. Each of the Overlap DMAs 

accordingly constitutes a relevant 

geographic market for the sale of 

broadcast television spot advertising 

within the meaning of Section 7 of the 

Clayton Act, 15 U.S.C. 18. 

C. Likely Anticompetitive Effects 

47. The chart below summarizes 

Defendants’ approximate market shares, 

based on figures in BIA Advisory 

Services’ Investing in Television Market 

Report 2020 (1st edition), and the result 

of the transaction on the HHIs in the 

sale of broadcast television spot 

advertising in each of the Overlap 

DMAs. 

Overlap DMA 

Gray 

share 

(%) 

Quincy 

share 

(%) 

Merged 

share 

(%) 

Premerger 

HHI 

Postmerger 

HHI 

HHI 

increase 

Tucson, AZ ............................................................................................... 27 25 52 2,059 3,389 1,330 

Madison, WI ............................................................................................. 31 20 51 2,540 3,745 1,205 

Paducah-Harrisburg, KY–IL ..................................................................... 26 22 48 2,886 4,022 1,136 

Cedar Rapids, IA ..................................................................................... 41 34 75 3,108 5,852 2,744

La Crosse-Eau Claire, WI ........................................................................ 33 23 56 2,587 4,084 1,497 

Rockford, IL .............................................................................................. 28 35 63 3,348 5,319 1,971 

Wausau-Rhinelander, WI ......................................................................... 40 38 78 3,479 6,489 3,010 

48. Defendants’ large market shares 

reflect the fact that, in each Overlap 

DMA, Gray and Quincy each own one 

or more significant broadcast television 

stations. As indicated by the preceding 

chart, the post-merger HHI in each 

Overlap DMA is well above 2,500 and 

the HHI increase in each Overlap DMA 

far exceeds the 200-point threshold 

above which a transaction is presumed 

to enhance market power and harm 

competition. Defendants’ proposed 

transaction is thus presumptively 

unlawful in each Overlap DMA. 

49. In addition to substantially 

increasing the concentration levels in 

each Overlap DMA, the proposed 

acquisition would combine Gray’s and 

Quincy’s broadcast television stations, 

which are generally close competitors in 

the sale of broadcast television spot 

advertising. In each Overlap DMA, 

Defendants’ broadcast stations compete 

head-to-head in the sale of broadcast 

television spot advertising. Advertisers 

obtain lower prices as a result of this 

competition. In particular, advertisers in 

the Overlap DMAs can respond to an 

increase in one station’s spot advertising 

prices by purchasing, or threatening to 

purchase, advertising spots on one or 

more stations owned by different 

broadcast station groups, thereby 

‘‘buying around’’ the station that raises 

its prices. This practice allows the 

advertisers either to avoid the first 

station’s price increase, or to pressure 

the first station to lower its prices. 

50. If Gray acquires Quincy’s stations, 

advertisers seeking to reach audiences 

in the Overlap DMAs would have fewer 

competing broadcast television 

alternatives available to meet their 

advertising needs, and would find it 

more difficult and costly to buy around 

higher prices imposed by the combined 

stations. This would likely result in 

increased advertising prices, lower 

quality local programming to which the 

spot advertising is attached (for 

example, less investment in local news), 

and less innovation in providing 

advertising solutions to advertisers. 

51. For these reasons, the proposed 

acquisition likely would substantially 

lessen competition in the sale of 

broadcast television spot advertising in 

each of the Overlap DMAs, in violation 

of Section 7 of the Clayton Act, 15 

U.S.C. 18. 

VI. Absence of Countervailing Factors 

52. De novo entry into each Overlap 

DMA is unlikely. The FCC regulates 

entry through the issuance of broadcast 

television licenses, which are difficult 

to obtain because the availability of 

spectrum is limited and the regulatory 

process associated with obtaining a 

license is lengthy. Even if a new signal 

were to become available, commercial 

success would come over a period of 

many years, if at all. Because Big Four 

affiliated stations generally have the 

highest ratings in each DMA, they are 

more successful at selling broadcast 

television spot ads compared to non-Big 

Four affiliated broadcast stations. Thus, 

entry of a new broadcast station into an 

Overlap DMA would not be timely, 

likely, or sufficient to prevent or remedy 

the proposed acquisition’s likely 

anticompetitive effects in the relevant 

markets. 

53. Defendants cannot demonstrate 

transaction-specific, verifiable 

efficiencies sufficient to offset the 

proposed acquisition’s likely 

anticompetitive effects. 

VII. Violations Alleged 

54. The United States hereby 

incorporates the allegations of 

paragraphs 1 through 53 above as if set 

forth fully herein. 

55. Gray’s proposed acquisition of 

Quincy likely would substantially 

lessen competition in the relevant 

markets, in violation of Section 7 of the 


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Clayton Act, 15 U.S.C. 18. The 

acquisition would likely have the 

following anticompetitive effects, 

among others: 

a. Competition in the licensing of Big 

Four television retransmission consent 

in each of the Overlap DMAs likely 

would be substantially lessened; 

b. competition between Gray and 

Quincy in the licensing of Big Four 

television retransmission consent in 

each of the Overlap DMAs would be 

eliminated; 

c. the fees charged to MVPDs for the 

licensing of retransmission consent in 

each of the Overlap DMAs likely would 

increase; 

d. competition in the sale of broadcast 

television spot advertising in each of the 

Overlap DMAs likely would be 

substantially lessened; 

e. competition between Gray and 

Quincy in the sale of broadcast 

television spot advertising in each of the 

Overlap DMAs would be eliminated; 

and 

f. prices for spot advertising on 

broadcast television stations in each of 

the Overlap DMAs likely would 

increase, the quality of local 

programming likely would decrease, 

and Defendants likely would be less 

innovative in providing advertising 

solutions to advertisers. 

VIII. Relief Requested 

56. The United States requests that: 

a. The Court adjudge the proposed 

acquisition to violate Section 7 of the 

Clayton Act, 15 U.S.C. 18; 

b. the Court enjoin and restrain 

Defendants from carrying out the 

acquisition, or entering into any other 

agreement, understanding, or plan by 

which Gray would merge with, acquire, 

or be acquired by Quincy, or Gray and 

Quincy would combine any of their 

respective Big Four stations in the 

Overlap DMAs; 

c. the Court award the United States 

its costs of this action; and 

d. the Court award such other relief to 

the United States as the Court may deem 

just and proper. 

Dated: July 28, 2021. 

Respectfully submitted, 

Counsel for Plaintiff United States of 

America 

lllllllllllllllllllll

Richard A. Powers, 

Acting Assistant Attorney General, Antitrust 

Division. 

lllllllllllllllllllll

Kathleen S. O’Neill, 

Senior Director of Investigation and 

Litigation, Antitrust Division. 

lllllllllllllllllllll

Scott Scheele (D.C. Bar #429061), 

Chief, Media, Entertainment, & 

Communications Section, Antitrust Division. 

lllllllllllllllllllll

Jared A. Hughes, 

Assistant Chief, Media, Entertainment, & 

Communications Section, Antitrust Division. 

lllllllllllllllllllll

Brendan Sepulveda * 

(D.C. Bar #1025074), 

Trial Attorney, United States Department of 

Justice, Antitrust Division, Media, 

Entertainment, & Communications Section, 

450 Fifth Street NW, Suite 7000, Washington, 

DC 20530, Telephone: (202) 316–7258, 

Facsimile: (202) 514–6381, Email: 

brendan.sepulveda@usdoj.gov. 

* Lead Attorney To Be Noticed. 

United States District Court For The 

District of Columbia 

United States of America, Plaintiff, v. Gray 

Television, Inc., and Quincy Media, Inc., 

Defendants. 

Case No.: 1:21–cv–02041–CJN 

Judge: Carl J. Nichols 

Proposed Final Judgment 

Whereas, Plaintiff, United States of 

America, filed its Complaint on July 28, 

2021; 

And Whereas, the United States and 

Defendants, Gray Television, Inc., and 

Quincy Media, Inc., have consented to 

entry of this Final Judgment without the 

taking of testimony, without trial or 

adjudication of any issue of fact or law, 

and without this Final Judgment 

constituting any evidence against or 

admission by any party regarding any 

issue of fact or law; 

And Whereas, Defendants agree to 

make certain divestitures to remedy the 

loss of competition alleged in the 

Complaint; 

And Whereas, Defendants represent 

that the divestitures and other relief 

required by this Final Judgment can and 

will be made and that Defendants will 

not later raise a claim of hardship or 

difficulty as grounds for asking the 

Court to modify any provision of this 

Final Judgment; 

Now therefore, it is ordered, adjudged, 

and decreed: 

I. Jurisdiction 

The Court has jurisdiction over the 

subject matter of and each of the parties 

to this action. The Complaint states a 

claim upon which relief may be granted 

against Defendants under Section 7 of 

the Clayton Act, as amended (15 U.S.C. 

18). 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Acquirer’’ means Allen or another 

entity or entities to whom Defendants 

divest the Divestiture Assets. 

B. ‘‘Gray’’ means Defendant Gray 

Television, Inc., a Georgia corporation 

with its headquarters in Atlanta, 

Georgia, its successors and assigns, and 

its subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘Quincy’’ means Defendant Quincy 

Media, Inc., an Illinois corporation with 

its headquarters in Quincy, Illinois, its 

successors and assigns, and its 

subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

D. ‘‘Allen’’ means Allen Media 

Holdings, LLC, a Delaware limited 

liability company with its headquarters 

in Los Angeles, California, its successors 

and assigns, and its subsidiaries, 

divisions, groups, affiliates, 

partnerships, and joint ventures, and 

their directors, officers, managers, 

agents, and employees. 

E. ‘‘Big Four Affiliation Agreement’’ 

means an affiliation agreement with 

NBC, CBS, ABC, or FOX. 

F. ‘‘Cooperative Agreement’’ means 

(1) carriage agreements, joint sales 

agreements, joint operating agreements, 

local marketing agreements, news share 

agreements, shared services agreements, 

joint ventures, partnerships, or 

collaborations or (2) any agreement 

through which a person exercises 

control over any broadcast television 

station not owned by the person. 

G. ‘‘Divestiture Assets’’ means all of 

Defendants’ rights, titles, and interests 

in and to all property and assets, 

tangible and intangible, wherever 

located, relating to or used in 

connection with the Divestiture 

Stations, including: 

1. The KWWL main transmitter site 

located at 2698 Lucas Avenue, Rowley, 

IA 52329 and the KWWL main studio 

located at 511 East 5th Street, Waterloo, 

IA 50703; 

2. the WAOW studio facility located 

at 1900–1908 Grand Avenue, Wausau, 

WI 55403 and the WAOW satellite 

location at 605 Kent Street East, 

Wausau, WI 55504; 

3. the WKOW studio facility located 

at 5725 Tokay Boulevard, Madison, WI 

53719; 

4. the WQOW transmitter site located 

at 780th Avenue Rural Route 3, Colfax, 

WI 54730; the WQOW microwave 

repeater located at S17, T20N, R8W, 

Arcadia, WI; the WQOW studio facility 

located at 5545 Highway 93, Eau Claire, 

WI 54701; and the WQOW microwave 

tower located at S34, T24N, R9W, 

Albion Township, WI; 


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5. the WREX studio and transmitter 

facility located at 10322 Auburn Road, 

Rockford, IL 61101; 

6. the WSIL studio and office located 

at 1416 Country Aire Drive, Carterville, 

IL 62918; the WSIL tower and 

transmitter building located at 1154 N 

Wagon Creek Road, Creal Springs, IL 

62922; the WSIL tower located at 21 W 

Poplar Street, Harrisburg, IL 62946; and 

the WSIL tower and transmitter building 

located at 3690 Highway 67, Poplar 

Bluff, MO 63901; 

7. the WXOW studio and transmitter 

facility located at 3705 County Road 25, 

La Crescent, MN 55947; 

8. the KVOA studio facility located at 

209 W Elm Street, Tucson, AZ 85705; 

9. all other real property, including 

fee simple interests and real property 

leasehold interests and renewal rights 

thereto, improvements to real property, 

and options to purchase any adjoining 

or other property, together with all 

buildings, facilities, and other 

structures; 

10. all tangible personal property, 

including fixed assets, machinery and 

manufacturing equipment, tools, 

vehicles, inventory, materials, office 

equipment and furniture, computer 

hardware, and supplies; 

11. all contracts, contractual rights, 

and customer relationships, and all 

other agreements, commitments, and 

understandings, including network 

affiliation agreements, supply 

agreements, teaming agreements, and 

leases, and all outstanding offers or 

solicitations to enter into a similar 

arrangement; 

12. all licenses, permits, certifications, 

approvals, consents, registrations, 

waivers, and authorizations issued or 

granted by the FCC or any other 

governmental organization, and all 

pending applications or renewals; 

13. all records and data, including (a) 

customer lists, accounts, sales, and 

credit records, (b) production, repair, 

maintenance, and performance records, 

(c) manuals and technical information 

Defendants provide to their own 

employees, customers, suppliers, agents, 

or licensees, (d) records and research 

data concerning historic and current 

research and development activities, 

including designs of experiments and 

the results of successful and 

unsuccessful designs and experiments, 

and (e) drawings, blueprints, and 

designs; 

14. all intellectual property owned, 

licensed, or sublicensed, either as 

licensor or licensee, including (a) 

patents, patent applications, and 

inventions and discoveries that may be 

patentable, (b) registered and 

unregistered copyrights and copyright 

applications, and (c) registered and 

unregistered trademarks, trade dress, 

service marks, trade names, and 

trademark applications; and 

15. all other intangible property, 

including (a) commercial names and d/ 

b/a names, (b) technical information, (c) 

computer software and related 

documentation, know-how, trade 

secrets, design protocols, specifications 

for materials, specifications for parts, 

specifications for devices, safety 

procedures (e.g., for the handling of 

materials and substances), quality 

assurance and control procedures, (d) 

design tools and simulation capabilities, 

and (e) rights in internet websites and 

internet domain names; provided, 

however, that the assets specified in 

Paragraphs II(G)(1)–(15) above do not 

include the Excluded Assets. 

H. ‘‘Divestiture Date’’ means the date 

the Divestiture Assets are divested to 

Acquirer. 

I. ‘‘Divestiture Stations’’ means 

KPOB–TV, KVOA, KWWL, WAOW, 

WKOW, WMOW, WQOW, WREX, 

WSIL–TV, and WXOW. 

J. ‘‘DMA’’ means Designated Market 

Area as defined by The Nielsen 

Company (US), LLC, based upon 

viewing patterns and used by BIA 

Advisory Services’ Investing in 

Television Market Report 2020 (1st 

edition). 

K. ‘‘Excluded Assets’’ means 

1. the CW affiliation agreement and 

programming stream (including any 

syndicated programming), receiver, 

program logs and related materials, 

related intellectual property and domain 

names, relating to KWWL and/or the 

Cedar Rapids-Waterloo-Iowa CityDubuque, Iowa, DMA; 

2. the CW affiliation agreement and 

programming stream (including any 

syndicated programming), receiver, 

program logs and related materials, 

related intellectual property and domain 

names, relating to WMOW, WAOW and/ 

or the Wausau-Rhinelander, Wisconsin, 

DMA; 

3. the CW affiliation agreement and 

programming stream (including any 

syndicated programming), receiver, 

program logs and related materials, 

related intellectual property and domain 

names, relating to WREX and/or the 

Rockford, Illinois, DMA; 

4. the CW affiliation agreement and 

programming stream (including any 

syndicated programming), receiver, 

program logs and related materials, 

related intellectual property and domain 

names, relating to WXOW, WQOW, 

and/or the La Crosse-Eau Claire, 

Wisconsin, DMA; 

5. the MeTV affiliation agreement and 

programming stream (including any 

syndicated programming), receiver, 

program logs and related materials, 

related intellectual property and domain 

names, relating to WKOW and/or the 

Madison, Wisconsin, DMA; 

6. the MeTV affiliation agreement and 

programming stream (including any 

syndicated programming), receiver, 

program logs and related materials, 

related intellectual property and domain 

names, relating to WXOW, WQOW, 

and/or the La Crosse-Eau Claire, 

Wisconsin, DMA; 

7. satellite station WYOW, Eagle 

River, Wisconsin and transmitter 

facilities located at 6425 Thunderlake 

Road in Rhinelander, Wisconsin 54501; 

8. all real and tangible personal 

property owned by Quincy located at 

501 and 513 Hampshire Street in 

Quincy, Illinois 62301; 

9. all tangible personal property 

owned by Quincy located at 130 South 

5th Street, Quincy, Illinois 62301; and 

10. all real and tangible personal 

property owned by Quincy at the Digital 

Realty Data Center located at 350 East 

Cermak, Chicago, Illinois 60616. 

L. ‘‘FCC’’ means the Federal 

Communications Commission. 

M. ‘‘Overlap DMAs’’ means the 

following seven DMAs: Tucson, 

Arizona; Madison, Wisconsin; Rockford, 

Illinois; Paducah, Kentucky-Cape 

Girardeau, Missouri-Harrisburg-Mt. 

Vernon, Illinois; Cedar RapidsWaterloo-Iowa City-Dubuque, Iowa; La 

Crosse-Eau Claire, Wisconsin; and 

Wausau-Rhinelander, Wisconsin. 

N. ‘‘Relevant Personnel’’ means all 

full-time, part-time, or contract 

employees of Defendants, wherever 

located, whose job responsibilities 

primarily relate to the operation or 

management of the Divestiture Stations, 

at any time between February 1, 2021, 

and the Divestiture Date. The United 

States, in its sole discretion, will resolve 

any disagreement regarding which 

employees are Relevant Personnel. 

O. ‘‘KPOB–TV’’ means the ABCaffiliated broadcast station bearing that 

call sign located in the Paducah, 

Kentucky-Cape Girardeau, 

Missouri-Harrisburg-Mt. Vernon, 

Illinois, DMA and owned by Quincy. 

P. ‘‘KVOA’’ means the NBC-affiliated 

broadcast station bearing that call sign 

located in the Tucson, Arizona, DMA 

and owned by Quincy. 

Q. ‘‘KWWL’’ means the NBC-affiliated 

broadcast station bearing that call sign 

located in the Cedar Rapids-WaterlooIowa City-Dubuque, Iowa, DMA and 

owned by Quincy. 

R. ‘‘WAOW’’ means the ABC-affiliated 

broadcast station bearing that call sign 

located in the Wausau-Rhinelander, 

Wisconsin, DMA and owned by Quincy. 


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S. ‘‘WIFR–LD’’ means the CBSaffiliated broadcast station bearing that 

call sign located in the Rockford, 

Illinois, DMA and owned by Gray. 

T. ‘‘WKOW’’ means the ABC-affiliated 

broadcast station bearing that call sign 

located in the Madison, Wisconsin DMA 

and owned by Quincy. 

U. ‘‘WMOW’’ means the ABCaffiliated broadcast station bearing that 

call sign located in the WausauRhinelander, Wisconsin, DMA and 

owned by Quincy. 

V. ‘‘WREX’’ means the NBC-affiliated 

broadcast station bearing that call sign 

located in the Rockford, Illinois, DMA 

and owned by Quincy. 

W. ‘‘WSIL–TV’’ means the ABCaffiliated broadcast station bearing that 

call sign located in the Paducah, 

Kentucky-Cape Girardeau, 

Missouri-Harrisburg-Mt. Vernon, 

Illinois, DMA and owned by Quincy. 

X. ‘‘WQOW’’ means the ABCaffiliated broadcast station bearing that 

call sign located in the La Crosse-Eau 

Claire, Wisconsin, DMA and owned by 

Quincy. 

Y. ‘‘WXOW’’ means the ABC-affiliated 

broadcast station bearing that call sign 

located in the La Crosse-Eau Claire, 

Wisconsin, DMA and owned by Quincy. 

Z. ‘‘WYOW’’ means the satellite 

broadcast station bearing that call sign 

located in the Wausau-Rhinelander, 

Wisconsin, DMA and owned by Quincy. 

III. Applicability 

A. This Final Judgment applies to 

Gray and Quincy, as defined above, and 

all other persons, in active concert or 

participation with any Defendant, who 

receive actual notice of this Final 

Judgment. 

B. If, prior to complying with Section 

IV and Section V of this Final Judgment, 

Defendants sell or otherwise dispose of 

all or substantially all of their assets or 

of business units that include the 

Divestiture Assets, Defendants must 

require any purchaser to be bound by 

the provisions of this Final Judgment. 

Defendants need not obtain such an 

agreement from Acquirer. 

IV. Divestiture 

A. Defendants are ordered and 

directed, within thirty (30) calendar 

days after the Court’s entry of the Hold 

Separate Stipulation and Order in this 

matter to divest the Divestiture Assets in 

a manner consistent with this Final 

Judgment to Allen or another Acquirer 

acceptable to the United States, in its 

sole discretion. The United States, in its 

sole discretion, may agree to one or 

more extensions of this time period not 

to exceed sixty (60) calendar days in 

total and will notify the Court of any 

extensions. 

B. If within the period required for 

divestiture in Paragraph IV(A), 

applications have been filed with the 

FCC seeking approval to assign or 

transfer licenses to Acquirer, but an 

order or other dispositive action by the 

FCC on such applications has not been 

issued before the end of the period 

required for divestiture, the required 

divestiture period shall be extended for 

any Divestiture Assets for which an FCC 

order has not been issued until five (5) 

business days after an FCC order is 

issued. Defendants must use best efforts 

to obtain all required FCC approvals as 

expeditiously as possible. 

C. Defendants must use best efforts to 

divest the Divestiture Assets as 

expeditiously as possible and may not 

take any action to impede the 

permitting, operation, or divestiture of 

the Divestiture Assets. Defendants must 

take no action that would jeopardize the 

divestiture ordered by the Court. 

D. Unless the United States otherwise 

consents in writing, divestiture 

pursuant to this Final Judgment must 

include the entire Divestiture Assets 

and must be accomplished in such a 

way as to satisfy the United States, in its 

sole discretion, that the Divestiture 

Assets can and will be used by Acquirer 

as part of a viable, ongoing commercial 

television broadcasting business and 

that the divestiture to Acquirer will 

remedy the competitive harm alleged in 

the Complaint. 

E. The divestiture must be made to an 

Acquirer that, in the United States’ sole 

judgment, has the intent and capability, 

including the necessary managerial, 

operational, technical, and financial 

capability, to compete effectively in the 

business of commercial television 

broadcasting. 

F. The divestiture must be 

accomplished in a manner that satisfies 

the United States, in its sole discretion, 

that none of the terms of any agreement 

between Acquirer and Defendants gives 

Defendants the ability unreasonably to 

raise Acquirer’s costs, to lower 

Acquirer’s efficiency, or otherwise 

interfere in the ability of Acquirer to 

compete effectively in the business of 

commercial television broadcasting in 

the Overlap DMAs. 

G. Divestiture of the Divestiture 

Assets may be made to one or more 

Acquirers, provided that it is 

demonstrated to the sole satisfaction of 

the United States that the criteria 

required by Paragraphs IV(D), IV(E), and 

IV(F) will still be met. 

H. In the event Defendants are 

attempting to divest the Divestiture 

Assets to an Acquirer other than Allen, 

Defendants promptly must make 

known, by usual and customary means, 

the availability of the Divestiture Assets. 

Defendants must inform any person 

making an inquiry relating to a possible 

purchase of the Divestiture Assets that 

the Divestiture Assets are being divested 

in accordance with this Final Judgment 

and must provide that person with a 

copy of this Final Judgment. Defendants 

must offer to furnish to all prospective 

Acquirers, subject to customary 

confidentiality assurances, all 

information and documents relating to 

the Divestiture Assets that are 

customarily provided in a due-diligence 

process; provided, however, that 

Defendants need not provide 

information or documents subject to the 

attorney-client privilege or workproduct doctrine. Defendants must 

make all information and documents 

available to the United States at the 

same time that the information and 

documents are made available to any 

other person. 

I. Defendants must provide 

prospective Acquirers with (1) access to 

personnel and to make inspections of 

the Divestiture Assets; (2) access to all 

environmental, zoning, and other 

permitting documents and information 

relating to the Divestiture Assets; and 

(3) access to all financial, operational, or 

other documents and information 

relating to the Divestiture Assets that 

would customarily be provided as part 

of a due diligence process. Defendants 

also must disclose all encumbrances on 

any part of the Divestiture Assets, 

including on intangible property. 

J. Defendants must cooperate with 

and assist Acquirer in identifying and, 

at the option of Acquirer, in hiring all 

Relevant Personnel, including: 

1. Within ten (10) business days 

following the filing of the Complaint in 

this matter, Defendants must identify all 

Relevant Personnel to Acquirer and the 

United States, including by providing 

organization charts covering all 

Relevant Personnel. 

2. Within ten (10) business days 

following receipt of a request by 

Acquirer or the United States, 

Defendants must provide to Acquirer 

and the United States additional 

information relating to Relevant 

Personnel, including name, job title, 

reporting relationships, past experience, 

responsibilities, training and 

educational histories, relevant 

certifications, and job performance 

evaluations. Defendants must also 

provide to Acquirer and the United 

States current, and accrued 

compensation and benefits, including 

most recent bonuses paid, aggregate 

annual compensation current target or 


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guaranteed bonus, if any, any retention 

agreement or incentives, and any other 

payments due, compensation or benefits 

accrued, or promises made to the 

Relevant Personnel. If Defendants are 

barred by any applicable law from 

providing any of this information, 

Defendants must provide, within ten 

(10) business days following receipt of 

the request, the requested information to 

the full extent permitted by law and also 

must provide a written explanation of 

Defendants’ inability to provide the 

remaining information, including 

specifically identifying the provisions of 

the applicable laws. 

3. At the request of Acquirer, 

Defendants must promptly make 

Relevant Personnel available for private 

interviews with Acquirer during normal 

business hours at a mutually agreeable 

location. 

4. Defendants must not interfere with 

any effort by Acquirer to employ any 

Relevant Personnel. Interference 

includes offering to increase the 

compensation or improve the benefits of 

Relevant Personnel unless (a) the offer 

is part of a company-wide increase in 

compensation or improvement in 

benefits that was announced prior to 

February 1, 2021 or (b) the offer is 

approved by the United States in its sole 

discretion. Defendants’ obligations 

under this Paragraph will expire sixty 

(60) calendar days after the Divestiture 

Date. 

5. For Relevant Personnel who elect 

employment with Acquirer within sixty 

(60) calendar days of the Divestiture 

Date, Defendants must waive all noncompete and non-disclosure 

agreements; vest and pay to the Relevant 

Personnel (or to Acquirer for payment to 

the employee) on a prorated basis any 

bonuses, incentives, other salary, 

benefits or other compensation fully or 

partially accrued at the time of the 

transfer of the employee to Acquirer; 

vest any unvested pension and other 

equity rights; and provide all other 

benefits that those Relevant Personnel 

otherwise would have been provided 

had the Relevant Personnel continued 

employment with Defendants, including 

any retention bonuses or payments. 

Defendants may maintain reasonable 

restrictions on disclosure by Relevant 

Personnel of Defendants’ proprietary 

non-public information that is unrelated 

to the operation of a commercial 

broadcast television station and not 

otherwise required to be disclosed by 

this Final Judgment. 

K. Defendants must warrant to 

Acquirer that (1) the Divestiture Assets 

will be operational and without material 

defect on the date of their transfer to 

Acquirer; and (2) there are no material 

defects in the environmental, zoning, or 

other permits relating to the operation of 

the Divestiture Assets. Following the 

sale of the Divestiture Assets, 

Defendants must not undertake, directly 

or indirectly, challenges to the 

environmental, zoning, or other permits 

relating to the operation of the 

Divestiture Assets. 

L. Defendants must assign, 

subcontract, or otherwise transfer all 

contracts, agreements, and relationships 

(or portions of such contracts, 

agreements, and relationships) included 

in the Divestiture Assets, including all 

supply and sales contracts and swap 

agreements, to Acquirer; provided, 

however, that for any contract or 

agreement that requires the consent of 

another party to assign, subcontract, or 

otherwise transfer, Defendants must use 

best efforts to accomplish the 

assignment, subcontracting, or transfer. 

Defendants must not interfere with any 

negotiations between Acquirer and a 

contracting party. 

M. Defendants must use best efforts to 

assist Acquirer to obtain all necessary 

licenses, registrations, and permits to 

operate the Divestiture Assets. Until 

Acquirer obtains the necessary licenses, 

registrations, and permits, Defendants 

must provide Acquirer with the benefit 

of Defendants’ licenses, registrations, 

and permits to the full extent 

permissible by law. 

N. At the option of Acquirer, and 

subject to approval by the United States 

in its sole discretion, on or before the 

Divestiture Date, Defendants must enter 

into a contract to provide transition 

services for back office, human 

resources, accounting, and information 

technology services and support for a 

period of up to six (6) months on terms 

and conditions reasonably related to 

market conditions for the provision of 

the transition services. Any amendment 

to or modification of any provision of a 

contract to provide transition services is 

subject to approval by the United States, 

in its sole discretion. The United States, 

in its sole discretion, may approve one 

or more extensions of any contract for 

transition services, for a total of up to 

an additional six (6) months. If Acquirer 

seeks an extension of the term of any 

transition services contract, Defendants 

must notify the United States in writing 

at least one (1) month prior to the date 

the contract expires or, if Acquirer 

requests an extension less than one 

month prior to the date the contract 

expires, within two (2) days of the 

Acquirer’s extension request. Acquirer 

may terminate a contract for transition 

services, or any portion of a contract for 

transition services, without cost or 

penalty at any time upon at least five (5) 

calendar days’ written notice. The 

employee(s) of Defendants tasked with 

providing transition services must not 

share any competitively sensitive 

information of Acquirer with any other 

employee of Defendants. 

O. If any term of an agreement 

between Defendants and Acquirer to 

effectuate the divestiture required by 

this Final Judgment varies from a term 

of this Final Judgment, to the extent that 

Defendants cannot fully comply with 

both, this Final Judgment determines 

Defendants’ obligations. Authorization 

by the FCC to conduct the divestiture of 

a Divestiture Asset in a particular 

manner will not change or modify any 

of the requirements of this Final 

Judgment. 

V. Appointment of Divestiture Trustee 

A. If Defendants have not divested the 

Divestiture Assets within the time 

period specified in Paragraphs IV(A) 

and IV(B), Defendants must 

immediately notify the United States of 

that fact in writing. Upon application of 

the United States, which Defendants 

may not oppose, the Court will appoint 

a divestiture trustee selected by the 

United States and approved by the 

Court to effect the divestiture of the 

Divestiture Assets. 

B. After the appointment of a 

divestiture trustee by the Court, only the 

divestiture trustee will have the right to 

sell the Divestiture Assets. The 

divestiture trustee will have the power 

and authority to accomplish the 

divestiture to an Acquirer or Acquirers 

acceptable to the United States, in its 

sole discretion, at a price and on terms 

obtainable through reasonable effort by 

the divestiture trustee, subject to the 

provisions of Sections IV, V, and VI of 

this Final Judgment, and will have other 

powers as the Court deems appropriate. 

The divestiture trustee must sell the 

Divestiture Assets as quickly as 

possible. 

C. Defendants may not object to a sale 

by the divestiture trustee on any ground 

other than malfeasance by the 

divestiture trustee. Objections by 

Defendants must be conveyed in writing 

to the United States and the divestiture 

trustee within ten (10) calendar days 

after the divestiture trustee has provided 

the notice of proposed divestiture 

required by Section VI. 

D. The divestiture trustee will serve at 

the cost and expense of Defendants 

pursuant to a written agreement, on 

terms and conditions, including 

confidentiality requirements and 

conflict-of-interest certifications, 

approved by the United States in its sole 

discretion. 


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E. The divestiture trustee may hire at 

the cost and expense of Defendants any 

agents or consultants, including 

investment bankers, attorneys, and 

accountants, that are reasonably 

necessary in the divestiture trustee’s 

judgment to assist with the divestiture 

trustee’s duties. These agents or 

consultants will be accountable solely to 

the divestiture trustee and will serve on 

terms and conditions, including 

confidentiality requirements and 

conflict-of-interest certifications, 

approved by the United States in its sole 

discretion. 

F. The compensation of the 

divestiture trustee and agents or 

consultants hired by the divestiture 

trustee must be reasonable in light of the 

value of the Divestiture Assets and 

based on a fee arrangement that 

provides the divestiture trustee with 

incentives based on the price and terms 

of the divestiture(s) and the speed with 

which it is accomplished. If the 

divestiture trustee and Defendants are 

unable to reach agreement on the 

divestiture trustee’s compensation or 

other terms and conditions of 

engagement within fourteen (14) 

calendar days of the appointment of the 

divestiture trustee by the Court, the 

United States, in its sole discretion, may 

take appropriate action, including by 

making a recommendation to the Court. 

Within three (3) business days of hiring 

an agent or consultant, the divestiture 

trustee must provide written notice of 

the hiring and rate of compensation to 

Defendants and the United States. 

G. The divestiture trustee must 

account for all monies derived from the 

sale of the Divestiture Assets sold by the 

divestiture trustee and all costs and 

expenses incurred. Within thirty (30) 

calendar days of the Divestiture Date, 

the divestiture trustee must submit that 

accounting to the Court for approval. 

After approval by the Court of the 

divestiture trustee’s accounting, 

including fees for unpaid services and 

those of agents or consultants hired by 

the divestiture trustee, all remaining 

money must be paid to Defendants and 

the trust will then be terminated. 

H. Defendants must use best efforts to 

assist the divestiture trustee to 

accomplish the required divestiture. 

Subject to reasonable protection for 

trade secrets, other confidential 

research, development, or commercial 

information, or any applicable 

privileges, Defendants must provide the 

divestiture trustee and agents or 

consultants retained by the divestiture 

trustee with full and complete access to 

all personnel, books, records, and 

facilities of the Divestiture Assets. 

Defendants also must provide or 

develop financial and other information 

relevant to the Divestiture Assets that 

the divestiture trustee may reasonably 

request. Defendants must not take any 

action to interfere with or to impede the 

divestiture trustee’s accomplishment of 

the divestiture. 

I. The divestiture trustee must 

maintain complete records of all efforts 

made to sell the Divestiture Assets, 

including by filing monthly reports with 

the United States setting forth the 

divestiture trustee’s efforts to 

accomplish the divestiture ordered by 

this Final Judgment. The reports must 

include the name, address, and 

telephone number of each person who, 

during the preceding month, made an 

offer to acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring any interest in 

the Divestiture Assets and must describe 

in detail each contact. 

J. If the divestiture trustee has not 

accomplished the divestiture ordered by 

this Final Judgment within six months 

of appointment, the divestiture trustee 

must promptly provide the United 

States with a report setting forth: (1) The 

divestiture trustee’s efforts to 

accomplish the required divestiture; (2) 

the reasons, in the divestiture trustee’s 

judgment, why the required divestiture 

has not been accomplished; and (3) the 

divestiture trustee’s recommendations 

for completing the divestiture. 

Following receipt of that report, the 

United States may make additional 

recommendations to the Court. The 

Court thereafter may enter such orders 

as it deems appropriate to carry out the 

purpose of this Final Judgment, which 

may include extending the trust and the 

term of the divestiture trustee’s 

appointment by a period requested by 

the United States. 

K. The divestiture trustee will serve 

until divestiture of all Divestiture Assets 

is completed or for a term otherwise 

ordered by the Court. 

L. If the United States determines that 

the divestiture trustee is not acting 

diligently or in a reasonably costeffective manner, the United States may 

recommend that the Court appoint a 

substitute divestiture trustee. 

VI. Notice of Proposed Divestiture 

A. Within two (2) business days 

following execution of a definitive 

divestiture agreement with an Acquirer 

other than Allen to divest the 

Divestiture Assets, Defendants or the 

divestiture trustee, whichever is then 

responsible for effecting the divestiture, 

must notify the United States of the 

proposed divestiture. If the divestiture 

trustee is responsible for completing the 

divestiture, the divestiture trustee also 

must notify Defendants. The notice 

must set forth the details of the 

proposed divestiture and list the name, 

address, and telephone number of each 

person not previously identified who 

offered or expressed an interest in or 

desire to acquire any ownership interest 

in the Divestiture Assets. 

B. Within fifteen (15) calendar days of 

receipt by the United States of this 

notice, the United States may request 

from Defendants, the proposed 

Acquirer(s), other third parties, or the 

divestiture trustee additional 

information concerning the proposed 

divestiture, the proposed Acquirer(s), 

and other prospective Acquirers. 

Defendants and the divestiture trustee 

must furnish the additional information 

requested within fifteen (15) calendar 

days of the receipt of the request, unless 

the United States provides written 

agreement to a different period. 

C. Within forty-five (45) calendar days 

after receipt of the notice required by 

Paragraph VI(A) or within twenty (20) 

calendar days after the United States has 

been provided the additional 

information requested pursuant to 

Paragraph VI(B), whichever is later, the 

United States must provide written 

notice to Defendants and any divestiture 

trustee that states whether the United 

States, in its sole discretion, objects to 

Acquirer(s) or any other aspect of the 

proposed divestiture. Without written 

notice that the United States does not 

object, a divestiture may not be 

consummated. If the United States 

provides written notice that it does not 

object, the divestiture may be 

consummated, subject only to 

Defendants’ limited right to object to the 

sale under Paragraph V(C) of this Final 

Judgment. Upon objection by 

Defendants pursuant to Paragraph V(C), 

a divestiture by the divestiture trustee 

may not be consummated unless 

approved by the Court. 

D. No information or documents 

obtained pursuant to this Section VI 

may be divulged by the United States to 

any person other than an authorized 

representative of the executive branch of 

the United States, except in the course 

of legal proceedings to which the United 

States is a party, including grand-jury 

proceedings, for the purpose of 

evaluating a proposed Acquirer or 

securing compliance with this Final 

Judgment, or as otherwise required by 

law. 

E. In the event of a request by a third 

party for disclosure of information 

under the Freedom of Information Act, 

5 U.S.C. 552, the Antitrust Division will 

act in accordance with that statute and 

the Department of Justice regulations at 


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28 CFR part 16, including the provision 

on confidential commercial information 

at 28 CFR 16.7. Persons submitting 

information to the Antitrust Division 

should designate the confidential 

commercial information portions of all 

applicable documents and information 

under 28 CFR 16.7. Designations of 

confidentiality expire ten years after 

submission, ‘‘unless the submitter 

requests and provides justification for a 

longer designation period.’’ See 28 CFR 

16.7(b). 

F. If at the time that a person 

furnishes information or documents to 

the United States pursuant to this 

Section VI, that person represents and 

identifies in writing information or 

documents for which a claim of 

protection may be asserted under Rule 

26(c)(1)(G) of the Federal Rules of Civil 

Procedure, and marks each pertinent 

page of such material, ‘‘Subject to claim 

of protection under Rule 26(c)(1)(G) of 

the Federal Rules of Civil Procedure,’’ 

the United States must give that person 

ten (10) calendar days’ notice before 

divulging the material in any legal 

proceeding (other than a grand-jury 

proceeding). 

VII. Financing 

Defendants may not finance all or any 

part of any Acquirer’s purchase of all or 

part of the Divestiture Assets. 

VIII. Hold Separate 

Defendants must take all steps 

necessary to comply with the Hold 

Separate Stipulation and Order entered 

by the Court. 

IX. Affidavits 

A. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, and every thirty (30) calendar 

days thereafter until the divestiture 

required by this Final Judgment has 

been completed, each Defendant must 

deliver to the United States an affidavit, 

signed by each Defendant’s Chief 

Financial Officer and General Counsel, 

describing in reasonable detail the fact 

and manner of that Defendant’s 

compliance with this Final Judgment. 

The United States, in its sole discretion, 

may approve different signatories for the 

affidavits. 

B. Each affidavit required by 

Paragraph IX(A) must include: (1) The 

name, address, and telephone number of 

each person who, during the preceding 

thirty (30) calendar days, made an offer 

to acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring, an interest in 

the Divestiture Assets and describe in 

detail each contact with such persons 

during that period; (2) a description of 

the efforts Defendants have taken to 

solicit buyers for and complete the sale 

of the Divestiture Assets, including 

efforts to secure other regulatory 

approvals, and to provide required 

information to prospective Acquirers; 

and (3) a description of any limitations 

placed by Defendants on information 

provided to prospective Acquirers. 

Objection by the United States to 

information provided by Defendants to 

prospective Acquirers must be made 

within fourteen (14) calendar days of 

receipt of the affidavit, except that the 

United States may object at any time if 

the information set forth in the affidavit 

is not true or complete. 

C. Defendants must keep all records of 

any efforts made to divest the 

Divestiture Assets until one year after 

the Divestiture Date. 

D. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, each Defendant must deliver to 

the United States an affidavit signed by 

each Defendant’s Chief Financial Officer 

and General Counsel, that describes in 

reasonable detail all actions that 

Defendant has taken and all steps that 

Defendants has implemented on an 

ongoing basis to comply with Section 

VIII of this Final Judgment. The United 

States, in its sole discretion, may 

approve different signatories for the 

affidavits. 

E. If a Defendant makes any changes 

to the efforts and actions described in 

affidavits provided pursuant to 

Paragraph IX(D), Defendant must, 

within fifteen (15) calendar days after 

any change is implemented, deliver to 

the United States an affidavit describing 

those changes. 

F. Defendants must keep all records of 

any efforts made to comply with Section 

VIII until one year after the Divestiture 

Date. 

X. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment, or of any related orders such 

as the Hold Separate Stipulation and 

Order or of determining whether this 

Final Judgment should be modified or 

vacated, upon written request of an 

authorized representative of the 

Assistant Attorney General for the 

Antitrust Division, and reasonable 

notice to Defendants, Defendants must 

permit, from time to time and subject to 

legally recognized privileges, authorized 

representatives, including agents 

retained by the United States: 

(1) To have access during Defendants’ 

office hours to inspect and copy, or at 

the option of the United States, to 

require Defendants to provide electronic 

copies of all books, ledgers, accounts, 

records, data, and documents in the 

possession, custody, or control of 

Defendants relating to any matters 

contained in this Final Judgment; and 

(2) to interview, either informally or 

on the record, Defendants’ officers, 

employees, or agents, who may have 

their individual counsel present, 

relating to any matters contained in this 

Final Judgment. The interviews must be 

subject to the reasonable convenience of 

the interviewee and without restraint or 

interference by Defendants. 

B. Upon the written request of an 

authorized representative of the 

Assistant Attorney General for the 

Antitrust Division, Defendants must 

submit written reports or respond to 

written interrogatories, under oath if 

requested, relating to any of the matters 

contained in this Final Judgment. 

C. No information or documents 

obtained by the United States pursuant 

to this Section X may be divulged by the 

United States to any person other than 

an authorized representative of the 

executive branch of the United States, 

except in the course of legal proceedings 

to which the United States is a party, 

including grand jury proceedings, for 

the purpose of securing compliance 

with this Final Judgment, or as 

otherwise required by law. 

D. In the event of a request by a third 

party for disclosure of information 

under the Freedom of Information Act, 

5 U.S.C. 552, the Antitrust Division will 

act in accordance with that statute and 

the Department of Justice regulations at 

28 CFR part 16, including the provision 

on confidential commercial information 

at 28 CFR 16.7. Defendants submitting 

information to the Antitrust Division 

should designate the confidential 

commercial information portions of all 

applicable documents and information 

under 28 CFR 16.7. Designations of 

confidentiality expire ten years after 

submission, ‘‘unless the submitter 

requests and provides justification for a 

longer designation period.’’ See 28 CFR 

16.7(b). 

E. If at the time that Defendants 

furnish information or documents to the 

United States pursuant to this Section 

X, Defendants represent and identify in 

writing information or documents for 

which a claim of protection may be 

asserted under Rule 26(c)(1)(G) of the 

Federal Rules of Civil Procedure, and 

Defendants mark each pertinent page of 

such material, ‘‘Subject to claim of 

protection under Rule 26(c)(1)(G) of the 

Federal Rules of Civil Procedure,’’ the 

United States must give Defendants ten 

(10) calendar days’ notice before 

divulging the material in any legal 


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proceeding (other than a grand jury 

proceeding). 

XI. Notification 

A. Unless a transaction is otherwise 

subject to the reporting and waiting 

period requirements of the Hart-ScottRodino Antitrust Improvements Act of 

1976, as amended, 15 U.S.C. 18a (the 

‘‘HSR Act’’), Defendants may not, 

without first providing notification to 

the United States, directly or indirectly 

acquire (including through an asset 

swap agreement) any Big Four 

Affiliation Agreement in a DMA in 

which either Defendant has an existing 

Big Four Affiliation Agreement in place. 

B. Defendants must provide the 

notification required by this Section XI 

in the same format as, and in 

accordance with the instructions 

relating to, the Notification and Report 

Form set forth in the Appendix to Part 

803 of Title 16 of the Code of Federal 

Regulations as amended, except that the 

information requested in Items 5 

through 8 of the instructions must be 

provided only about the business of 

commercial television broadcasting. 

Notification must be provided at least 

thirty (30) calendar days before 

acquiring any assets or interest, and 

must include, beyond the information 

required by the instructions, the names 

of the principal representatives who 

negotiated the transaction on behalf of 

each party and all management or 

strategic plans discussing the proposed 

transaction. If, within the thirty (30) 

calendar days following notification, 

representatives of the United States 

make a written request for additional 

information, Defendants may not 

consummate the proposed transaction 

until thirty (30) calendar days after 

submitting all requested information. 

C. Early termination of the waiting 

periods set forth in this Section XI may 

be requested and, where appropriate, 

granted in the same manner as is 

applicable under the requirements and 

provisions of the HSR Act and rules 

promulgated thereunder. This Section 

XI must be broadly construed and any 

ambiguity or uncertainty relating to 

whether to file a notice under this 

Section XI must be resolved in favor of 

filing notice. 

XII. No Reacquisition and Limitations 

on Collaborations 

A. Unless approved by the United 

States in its sole discretion, during the 

term of this Final Judgment, Defendants 

may not (1) reacquire any part of or any 

interest in the Divestiture Assets; (2) 

acquire any option to reacquire any part 

of the Divestiture Assets or to assign any 

part of the Divestiture Assets to any 

other person; (3) enter into or expand 

the scope of any Cooperative Agreement 

relating to the Divestiture Assets; (4) 

conduct any business negotiations 

jointly with any Acquirer relating to the 

Divestiture Assets divested to such 

Acquirer; or (5) provide financing or 

guarantees of financing with respect to 

the Divestiture Assets. 

B. Paragraph XII(A)(3) does not 

preclude Defendants from: 

1. Continuing existing agreements or 

entering into new agreements in a form 

customarily used in the industry to (a) 

share news helicopters or (b) pool 

generic video footage that does not 

include recording a reporter or other onair talent, and does not preclude 

Defendants from entering into any nonsales-related shared services agreement 

approved by the United States in its sole 

discretion; 

2. entering into agreements to provide 

news programming to broadcast 

television stations included in the 

Divestiture Assets, provided that 

Defendants do not sell, price, market, 

hold out for sale, or profit from the sale 

of advertising associated with the news 

programming provided by Defendants 

under such agreements except by 

approval of the United States in its sole 

discretion; or 

3. rebroadcasting WIFR–LD’s CBS 

program stream on a digital subchannel 

of WREX, provided that (1) Acquirer 

rebroadcasts the WIFR–LD CBS program 

stream on a pass-through basis and 

coextensively with its main WREX 

signal, and (2) Defendants and Acquirer 

continue to operate WIFR–LD and 

WREX as separate commercial broadcast 

television stations with no common 

ownership or control, revenue sharing, 

or joint sales. 

XIII. Retention of Jurisdiction 

The Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to the Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XIV. Enforcement of Final Judgment 

A. The United States retains and 

reserves all rights to enforce the 

provisions of this Final Judgment, 

including the right to seek an order of 

contempt from the Court. Defendants 

agree that in any civil contempt action, 

any motion to show cause, or any 

similar action brought by the United 

States regarding an alleged violation of 

this Final Judgment, the United States 

may establish a violation of the decree 

and the appropriateness of any remedy 

therefor by a preponderance of the 

evidence, and Defendants waive any 

argument that a different standard of 

proof should apply. 

B. The Final Judgment should be 

interpreted to give full effect to the 

procompetitive purposes of the antitrust 

laws and to restore the competition the 

United States alleges was harmed by the 

challenged conduct. Defendants agree 

that they may be held in contempt of, 

and that the Court may enforce, any 

provision of this Final Judgment that, as 

interpreted by the Court in light of these 

procompetitive principles and applying 

ordinary tools of interpretation, is stated 

specifically and in reasonable detail, 

whether or not it is clear and 

unambiguous on its face. In any such 

interpretation, the terms of this Final 

Judgment should not be construed 

against either party as the drafter. 

C. In an enforcement proceeding in 

which the Court finds that Defendants 

have violated this Final Judgment, the 

United States may apply to the Court for 

a one-time extension of this Final 

Judgment, together with other relief that 

may be appropriate. In connection with 

a successful effort by the United States 

to enforce this Final Judgment against a 

Defendant, whether litigated or resolved 

before litigation, that Defendant agrees 

to reimburse the United States for the 

fees and expenses of its attorneys, as 

well as all other costs including experts’ 

fees, incurred in connection with that 

enforcement effort, including in the 

investigation of the potential violation. 

XV. Expiration of Final Judgment 

Unless the Court grants an extension, 

this Final Judgment will expire ten (10) 

years from the date of its entry, except 

that after five (5) years from the date of 

its entry, this Final Judgment may be 

terminated upon notice by the United 

States, to the Court and Defendants that 

the divestiture has been completed and 

continuation of this Final Judgment is 

no longer necessary or in the public 

interest. 

XVI. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16, including by making 

available to the public copies of this 

Final Judgment and the Competitive 

Impact Statement, public comments 

thereon, and any response to comments 

by the United States. Based upon the 

record before the Court, which includes 

the Competitive Impact Statement and, 

if applicable, any comments and 

response to comments filed with the 


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3A DMA is a geographic unit for which The 

Nielsen Company (US), LLC—a firm that surveys 

television viewers—furnishes broadcast television 

stations, MVPDs, cable networks, advertisers, and 

advertising agencies in a particular area with data 

to aid in evaluating audience size and composition. 

DMAs are widely accepted by industry participants 

as the standard geographic areas to use in 

evaluating television audience size and 

demographic composition. The Federal 

Communications Commission (‘‘FCC’’) also uses 

DMAs as geographic units with respect to its 

broadcast television regulations. 

Court, entry of this Final Judgment is in 

the public interest. 

Date: llllll 

[Court approval subject to procedures of 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16] 

lllllllllllllllllll

United States District Judge 

United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. Gray 

Television, Inc., and Quincy Media, Inc., 

Defendants. 

Case No.: 1:21–cv–02041–CJN 

Judge: Carl J. Nichols 

Competitive Impact Statement 

In accordance with the Antitrust 

Procedures and Penalties Act, 15 U.S.C. 

16(b)–(h) (the ‘‘APPA’’ or ‘‘Tunney 

Act’’), the United States of America files 

this Competitive Impact Statement 

relating to the proposed Final Judgment 

filed in this civil antitrust proceeding. 

IX. Nature and Purpose of the 

Proceeding 

On January 31, 2021, Defendant Gray 

Television, Inc. (‘‘Gray’’) agreed to 

acquire Defendant Quincy Media, Inc. 

(‘‘Quincy’’) for approximately $925 

million in cash. The United States filed 

a civil antitrust Complaint on July 28, 

2021, seeking to enjoin the proposed 

acquisition. The Complaint alleges that 

the likely effect of this acquisition 

would be to substantially lessen 

competition for licensing the television 

programming of NBC, CBS, ABC, and 

FOX (collectively, ‘‘Big Four’’) affiliate 

stations to cable, satellite, fiber optic 

television, and over-the-top providers 

(referred to collectively as multichannel 

video programming distributors, or 

‘‘MVPDs’’) for retransmission to their 

subscribers and the sale of broadcast 

television spot advertising in seven 

local geographic markets in violation of 

Section 7 of the Clayton Act, 15 U.S.C. 

18. The seven Designated Market Areas 

(‘‘DMAs’’) in which a substantial 

reduction in competition is alleged are: 

(i) Tucson, Arizona; (ii) Madison, 

Wisconsin; (iii) Rockford, Illinois; (iv) 

Paducah, Kentucky/Cape Girardeau, 

Missouri/Harrisburg-Mt. Vernon, 

Illinois; (v) Cedar Rapids-Waterloo-Iowa 

City-Dubuque, Iowa; (vi) La Crosse-Eau 

Claire, Wisconsin; and (vii) WausauRhinelander, Wisconsin (collectively, 

‘‘the Overlap DMAs’’).3 In each Overlap 

DMA, Gray and Quincy each own at 

least one broadcast television station 

that is affiliated with one of the Big Four 

television networks. The loss of 

competition alleged in the Complaint 

likely would result in an increase in 

retransmission consent fees charged to 

MVPDs, much of which would be 

passed through to MVPD subscribers, 

and higher prices for broadcast 

television spot advertising in each 

Overlap DMA. 

At the same time the Complaint was 

filed, the United States filed a proposed 

Final Judgment and Hold Separate 

Stipulation and Order (‘‘Stipulation and 

Order’’), which are designed to remedy 

the loss of competition alleged in the 

Complaint. Under the proposed Final 

Judgment, which is explained more 

fully below, Defendants are required to 

divest the following broadcast television 

stations (the ‘‘Divestiture Stations’’) and 

related assets to an acquirer or acquirers 

acceptable to the United States in its 

sole discretion: KPOB–TV and WSIL– 

TV in the Paducah, Kentucky/Cape 

Girardeau, Missouri/Harrisburg-Mt. 

Vernon, Illinois, DMA; KVOA in the 

Tucson, Arizona, DMA; KWWL in the 

Cedar Rapids-Waterloo-Iowa CityDubuque, Iowa, DMA; WAOW and 

WMOW in the Wausau-Rhinelander, 

Wisconsin, DMA; WKOW in the 

Madison, Wisconsin, DMA; WQOW and 

WXOW in the La Crosse-Eau Claire, 

Wisconsin, DMA; and WREX in the 

Rockford, Illinois, DMA. 

Under the terms of the Stipulation 

and Order, Defendants must take certain 

steps to ensure that each Divestiture 

Station is operated as a competitively 

independent, economically viable, and 

ongoing business concern, which must 

remain independent and uninfluenced 

by Defendants, and that competition is 

maintained during the pendency of the 

required divestiture. 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment will terminate 

this action, except that the Court will 

retain jurisdiction to construe, modify, 

or enforce the provisions of the 

proposed Final Judgment and to punish 

violations thereof. 

X. Description of Events Giving Rise to 

the Alleged Violation 

(A) The Defendants and the Proposed 

Transaction 

Gray is a Georgia corporation with its 

headquarters in Atlanta, Georgia. Gray 

owns 165 television stations in 94 

DMAs, of which 139 are Big Four 

affiliates. In 2020, Gray reported 

revenues of $2.4 billion. 

Quincy is an Illinois corporation with 

its headquarters in Quincy, Illinois. 

Quincy owns 20 television stations in 

16 DMAs, of which 19 are Big Four 

affiliates. In 2020, Quincy had revenues 

of approximately $338 million. 

(B) The Competitive Effects of the 

Transaction in the Market for Big Four 

Television Retransmission Consent 

1. Background 

MVPDs, such as Comcast, DirecTV, 

and Mediacom, typically pay the owner 

of each local Big Four broadcast station 

in a given DMA a per-subscriber fee for 

the right to retransmit the station’s 

content to the MVPDs’ subscribers. The 

per-subscriber fee and other terms under 

which an MVPD is permitted to 

distribute a station’s content to its 

subscribers are set forth in a 

retransmission agreement. A 

retransmission agreement is negotiated 

directly between a broadcast station 

group, such as Gray or Quincy, and a 

given MVPD, and this agreement 

typically covers all of the station group’s 

stations located in the MVPD’s service 

area, or ‘‘footprint.’’ 

2. Relevant Markets 

Big Four broadcast content has special 

appeal to television viewers in 

comparison to the content that is 

available through other broadcast 

stations and cable networks. Big Four 

stations usually are the highest ranked 

in terms of audience share and ratings 

in each DMA, largely because of unique 

offerings such as local news, sports, and 

highly-ranked primetime programs. 

Viewers typically consider the Big Four 

stations to be close substitutes for one 

another. Because of Big Four stations’ 

popular national content and valued 

local coverage, MVPDs regard Big Four 

programming as highly desirable for 

inclusion in the packages they offer 

subscribers. Non-Big Four broadcast 

stations are typically not close 

substitutes for viewers of Big Four 

stations. Stations that are affiliates of 

networks other than the Big Four, such 

as the CW Network, MyNetworkTV, or 

Telemundo, typically feature niche 

programming without local news, 

weather or sports—or, in the case of 


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4The HHI is calculated by squaring the market 

share of each firm competing in the market and 

then summing the resulting numbers. For example, 

for a market consisting of four firms with shares of 

30, 30, 20, and 20 percent, the HHI is 2,600 (302

+ 302 + 202 +202 = 2,600). The HHI takes into 

account the relative size distribution of the firms in 

a market. It approaches zero when a market is 

occupied by a large number of firms of relatively 

equal size, and reaches its maximum of 10,000 

points when a market is controlled by a single firm. 

The HHI increases both as the number of firms in 

the market decreases and as the disparity in size 

between those firms increases. 

Telemundo, only offer local news, 

weather, and sports aimed at a Spanishspeaking audience. Stations that are 

unaffiliated with any network are 

similarly unlikely to carry programming 

with broad popular appeal. 

If an MVPD suffers a blackout of a Big 

Four station in a given DMA, many of 

the MVPD’s subscribers in that DMA are 

likely to turn to other Big Four stations 

in the DMA to watch similar content, 

such as sports, primetime shows, and 

local news and weather. This 

willingness of viewers to switch 

between competing Big Four broadcast 

stations limits an MVPD’s expected 

losses in the case of a blackout, and thus 

limits a broadcaster’s ability to extract 

higher fees from that MVPD—since an 

MVPD’s willingness to pay higher 

retransmission consent fees for content 

rises or falls with the harm it would 

suffer if that content were lost. Due to 

the limited programming typically 

offered by non-Big Four stations, 

viewers are much less likely to switch 

to a non-Big Four station than to switch 

to other Big Four stations in the event 

of a blackout of a Big Four station. 

Accordingly, competition from non-Big 

Four stations does not typically impose 

a significant competitive constraint on 

the retransmission consent fees charged 

by the owners of Big Four stations. For 

the same reasons, subscribers—and 

therefore MVPDs—generally do not 

view cable network programming as a 

close substitute for Big Four network 

content. This is primarily because cable 

networks offer different content than Big 

Four stations. For example, cable 

networks generally do not offer local 

news, which provides a valuable 

connection to the local community that 

is important to viewers of Big Four 

stations. 

Because viewers do not regard nonBig Four broadcast stations or cable 

networks as close substitutes for the 

programming they receive from Big Four 

stations, these other sources of 

programming are not sufficient to 

discipline an increase in the fees 

charged for Big Four television 

retransmission consent. Accordingly, a 

small but significant increase in the 

retransmission consent fees of Big Four 

affiliates would not cause enough 

MVPDs to forego carrying the content of 

the Big Four stations to make such an 

increase unprofitable for the Big Four 

stations. 

The relevant geographic markets for 

the licensing of Big Four television 

retransmission consent are the 

individual DMAs in which such 

licensing occurs. The Complaint alleges 

a substantial reduction of competition 

in the market for the licensing of Big 

Four television retransmission consent 

in the Overlap DMAs. 

In the event of a blackout of a Big 

Four network station, FCC rules 

generally prohibit an MVPD from 

importing the same network’s content 

from another DMA. Thus, MVPD 

subscribers in one DMA cannot switch 

to Big Four programming in another 

DMA in the face of a blackout. 

Therefore, substitution to stations 

outside the DMA cannot discipline an 

increase in the fees charged for 

retransmission consent for broadcast 

stations in the DMA. 

3. Anticompetitive Effects 

In each of the Overlap DMAs, Gray 

and Quincy each own at least one Big 

Four affiliate broadcast television 

station. By combining the Defendants’ 

Big Four stations, the proposed merger 

would increase the Defendants’ market 

shares in the licensing of Big Four 

television retransmission consent in 

each Overlap DMA, and would increase 

the market concentration in that 

business in each Overlap DMA. The 

chart below summarizes Defendants’ 

approximate Big Four retransmission 

consent market shares, based on figures 

in BIA Advisory Services’ Investing in 

Television Market Report 2020 (1st 

edition), and market concentrations 

measured by the widely used 

Herfindahl-Hirschman Index (‘‘HHI’’),4

in each Overlap DMA, before and after 

the proposed merger. 

Overlap DMA 

Gray 

share 

(%) 

Quincy 

share 

(%) 

Merged 

share 

(%) 

Premerger 

HHI 

Postmerger 

HHI 

HHI 

increase 

Tucson, AZ ............................................................................................... 30 24 54 2,564 4,010 1,446 

Madison, WI ............................................................................................. 30 23 53 2,556 3,956 1,400 

Paducah-Harrisburg, KY-IL ...................................................................... 30 23 53 2,622 4,022 1,400 

Cedar Rapids, IA ..................................................................................... 26 20 46 2,533 3,600 1,067

La Crosse-Eau Claire, WI ........................................................................ 33 20 53 2,622 3,956 1,333 

Rockford, IL .............................................................................................. 27 20 47 2,533 3,600 1,066 

Wausau-Rhinelander, WI ......................................................................... 44 33 77 3,580 6,543 2,963 

As indicated by the preceding chart, 

in each Big Four Overlap DMA the postmerger HHI would exceed 2,500, and 

the merger would increase the HHI by 

more than 200 points. As a result, the 

proposed merger is presumed likely to 

enhance market power under the 

Horizontal Merger Guidelines issued by 

the Department of Justice and the 

Federal Trade Commission. 

The proposed merger would enable 

Gray to black out more Big Four stations 

simultaneously in each of the Overlap 

DMAs than either Gray or Quincy could 

black out independently today, likely 

leading to increased retransmission 

consent fees to any MVPD whose 

footprint includes any of the Overlap 

DMAs. Retransmission consent fees 

generally are passed through to an 

MVPD’s subscribers in the form of 

higher subscription fees or as a line item 

on their bills. 

(C) The Competitive Effects of the 

Transaction in the Market for Broadcast 

Television Spot Advertising 

1. Background 

Broadcast television stations sell 

advertising ‘‘spots’’ during breaks in 

their programming. Advertisers 

purchase spots from a broadcast station 

to communicate with viewers within the 

DMA in which the broadcast television 

station is located. Broadcast television 

spot advertising is distinguished from 

‘‘network’’ advertising, which consists 


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of advertising time slots sold on 

nationwide broadcast networks by those 

networks, and not by local broadcast 

television stations or their 

representatives. Gray and Quincy each 

own at least one Big Four affiliated 

television station in each of the Overlap 

DMAs and compete with one another to 

sell broadcast television spot advertising 

in each of the Overlap DMAs. 

2. Relevant Markets 

Broadcast television spot advertising 

constitutes a relevant product market 

and line of commerce under Section 7 

of the Clayton Act, 15 U.S.C. 18. 

Advertisers’ inability or unwillingness 

to substitute to other types of 

advertising in response to a price 

increase in broadcast television spot 

advertising supports this relevant 

market definition. 

Typically, an advertiser purchases 

broadcast television advertising spots as 

one component of an advertising 

strategy that may also include cable 

television advertising spots, newspaper 

advertisements, billboards, radio spots, 

digital advertisements, email 

advertisements, and direct mail. 

Different components of an advertising 

strategy generally target different 

audiences and serve distinct purposes. 

Advertisers that advertise on broadcast 

television stations do so because the 

stations offer popular programming 

such as local news, sports, and 

primetime and syndicated shows that 

are especially attractive to a broad 

demographic base and a large audience 

of viewers. Other categories of 

advertising may offer different 

characteristics, but are not close 

substitutes for broadcast television spot 

advertising. For example, ads associated 

with online search results target 

individual consumers or respond to 

specific keyword searches, whereas 

broadcast television spot advertising 

reaches a broad audience throughout a 

DMA. In the future, technological 

developments may bring various 

advertising categories into closer 

competition with each other. For 

example, broadcasters and cable 

networks are developing technology to 

make their spot advertising addressable, 

meaning that broadcasters could deliver 

targeted advertising in live broadcast 

and on-demand formats to smart 

televisions or streaming devices. For 

certain advertisers, these technological 

changes may make other categories of 

advertising closer substitutes for 

advertising on broadcast television in 

the future. However, at this time, for 

many broadcast television spot 

advertising advertisers, these projected 

developments are insufficient to 

mitigate the anticompetitive effects of 

the merger in the Overlap DMAs. 

MVPDs sell spot advertising to be 

shown during breaks in cable network 

programming. For viewers, these 

advertisements are similar to broadcast 

television spot ads. However, cable 

television spot advertising is not at this 

time a reasonable substitute for 

broadcast television spot advertising for 

most advertisers. First, broadcast 

television spot advertising is a more 

efficient option than cable television 

spot advertising for many advertisers. 

Because broadcast television offers 

highly rated programming with broad 

appeal, each broadcast television 

advertising spot typically offers the 

opportunity to reach more viewers 

(more ‘‘ratings points’’) than a single 

spot on a cable channel. By contrast, 

MVPDs offer dozens of cable networks 

with specialized programs that appeal to 

niche audiences. This fragmentation 

allows advertisers to target narrower 

demographic subsets by buying cable 

spots on particular channels, but it does 

not meet the needs of advertisers who 

want to reach a large percentage of a 

DMA’s population. Second, households 

that have access to cable networks are 

divided among multiple MVPDs within 

a DMA. In contrast, broadcast television 

spot advertising has a much broader 

reach because it reaches all households 

that subscribe to an MVPD and, through 

an over-the-air signal, most households 

with a television that do not. Third and 

finally, MVPDs’ inventory of cable 

television spot advertising is limited— 

typically to two minutes per hour— 

contrasting sharply with broadcast 

stations’ much larger number of 

advertising minutes per hour. The 

inventory of DMA-wide cable television 

spot advertising is substantially further 

reduced by the large portion of those 

spots allocated to local zone advertising, 

in which an MVPD sells spots by 

geographic zones within a DMA, 

allowing advertisers to target smaller 

geographic areas. Due to the limited 

inventories and lower ratings associated 

with cable television spot programming, 

cable television spot advertising does 

not offer a sufficient volume of ratings 

points, or broad enough household 

penetration, to provide a reasonable 

alternative to broadcast television spot 

advertising. 

Digital advertising is also not a 

sufficiently close substitute for 

broadcast television spot advertising. 

Some digital advertising, such as static 

and floating banner advertisements, 

static images, text advertisements, 

wallpaper advertisements, pop-up 

advertisements, flash advertisements, 

and paid search results, lacks the 

combination of sight, sound, and motion 

that makes television spot advertising 

particularly impactful and memorable 

and therefore effective for advertisers. 

Digital video advertisements, on the 

other hand, do allow for a combination 

of sight, sound, and motion, and on this 

basis are more comparable to broadcast 

television spot advertising than other 

types of digital advertising. However, 

they are still not close substitutes for 

broadcast television spot advertising 

because digital advertisements typically 

have a different scope of reach 

compared to broadcast television spot 

advertising. For example, while 

advertisers use broadcast television 

spots to reach a large percentage of 

households within a given DMA, 

advertisers use digital advertising to 

reach a variety of different audiences. 

While a small portion of advertisers 

purchase DMA-wide advertisements on 

digital platforms, digital advertisements 

usually are targeted either very broadly, 

such as nationwide or regional, or to a 

geographic target smaller than a DMA, 

such as a city or a zip code, or to narrow 

demographic subsets of a population. 

Other forms of advertising, such as 

radio, newspaper, billboard, and directmail advertising, also do not constitute 

effective substitutes for broadcast 

television spot advertising. These forms 

of media do not reach as many local 

viewers or drive brand awareness to the 

same extent as broadcast television spot 

advertising does. Broadcast television 

spot advertising possesses a unique 

combination of attributes that 

advertisers value in a way that sets it 

apart from advertising on other media. 

Broadcast television spot advertising 

combines sight, sound, and motion in a 

way that makes television 

advertisements particularly memorable 

and impactful. 

The relevant geographic markets for 

the sale of broadcast television spot 

advertising are the individual DMAs in 

which such advertising is viewed. The 

Complaint alleges a substantial 

reduction of competition in the market 

for sale of broadcast television 

advertising in the Overlap DMAs. For an 

advertiser seeking to reach potential 

customers in a given DMA, broadcast 

television stations located outside of the 

DMA do not provide effective access to 

the advertiser’s target audience. The 

signals of broadcast television stations 

located outside of the DMA generally do 

not reach any significant portion of the 

target DMA through either over-the-air 

signal or MVPD distribution. 

Accordingly, a small but significant 

increase in the spot advertising prices of 

stations broadcasting into the DMA 

would not cause a sufficient number of 


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advertisers to switch to stations outside 

the DMA to make such an increase 

unprofitable for the station. 

3. Anticompetitive Effects 

In each of the Overlap DMAs, Gray 

and Quincy each own at least one Big 

Four affiliate broadcast television 

station. By combining the Defendants’ 

stations, the proposed merger would 

increase the Defendants’ market shares 

in the sale of broadcast television spot 

advertising in each Overlap DMA, and 

would increase the market 

concentration in that business in each 

Overlap DMA. The chart below 

summarizes Defendants’ approximate 

market shares, based on figures in BIA 

Advisory Services’ Investing in 

Television Market Report 2020 (1st 

edition), and the result of the 

transaction on the HHIs in the sale of 

broadcast television spot advertising. 

Overlap DMA 

Gray 

share 

(%) 

Quincy 

share 

(%) 

Merged 

share 

(%) 

Premerger 

HHI 

Postmerger 

HHI 

HHI 

increase 

Tucson, AZ ............................................................................................... 27 25 52 2,059 3,389 1,330 

Madison, WI ............................................................................................. 31 20 51 2,540 3,745 1,205 

Paducah-Harrisburg, KY-IL ...................................................................... 26 22 48 2,886 4,022 1,136 

Cedar Rapids, IA ..................................................................................... 41 34 75 3,108 5,852 2,744

La Crosse-Eau Claire, WI ........................................................................ 33 23 56 2,587 4,084 1,497 

Rockford, IL .............................................................................................. 28 35 63 3,348 5,319 1,971 

Wausau-Rhinelander, WI ......................................................................... 40 38 78 3,479 6,489 3,010 

Defendants’ large market shares 

reflect the fact that, in each Overlap 

DMA, Gray and Quincy each own one 

or more significant broadcast television 

stations. As indicated by the preceding 

chart, the post-merger HHI in each 

Overlap DMA is well above 2,500, and 

the HHI increase in each Overlap DMA 

far exceeds the 200-point threshold 

above which a transaction is presumed 

to enhance market power and harm 

competition under the Horizontal 

Merger Guidelines. Defendants’ 

proposed transaction is thus 

presumptively unlawful in each Overlap 

DMA. 

In addition to substantially increasing 

the concentration levels in each Overlap 

DMA, the proposed acquisition would 

combine Gray’s and Quincy’s broadcast 

television stations, which are generally 

close competitors in the sale of 

broadcast television spot advertising. In 

each Overlap DMA, Defendants’ 

broadcast stations compete head-to-head 

in the sale of broadcast television spot 

advertising. Advertisers obtain lower 

prices as a result of this competition. In 

particular, advertisers in the Overlap 

DMAs can respond to an increase in one 

station’s spot advertising prices by 

purchasing, or threatening to purchase, 

advertising spots on one or more 

stations owned by different broadcast 

station groups, thereby ‘‘buying around’’ 

the station that raises its prices. This 

practice allows the advertisers either to 

avoid the first station’s price increase, or 

to pressure the first station to lower its 

prices. If Gray acquires Quincy’s 

stations, advertisers seeking to reach 

audiences in the Overlap DMAs would 

have fewer competing broadcast 

television alternatives available to meet 

their advertising needs, and would find 

it more difficult and costly to buy 

around higher prices imposed by the 

combined stations. This would likely 

result in increased advertising prices, 

lower quality local programming to 

which the spot advertising is attached 

(for example, less investment in local 

news), and less innovation in providing 

advertising solutions to advertisers. 

(D) Entry 

De novo entry into each Overlap DMA 

is unlikely. The FCC regulates entry 

through the issuance of broadcast 

television licenses, which are difficult 

to obtain because the availability of 

spectrum is limited and the regulatory 

process associated with obtaining a 

license is lengthy. Even if a new signal 

were to become available, commercial 

success would come over a period of 

many years, if at all. Because Big Four 

affiliated stations generally have the 

highest ratings in each DMA, they are 

more successful at selling broadcast 

television spot ads compared to non-Big 

Four affiliated broadcast stations. Thus, 

entry of a new broadcast station into an 

Overlap DMA would not be timely, 

likely, or sufficient to prevent or remedy 

the proposed acquisition’s likely 

anticompetitive effects in the relevant 

markets. 

XI. Explanation of the Proposed Final 

Judgment 

The relief required by the proposed 

Final Judgment will remedy the loss of 

competition alleged in the Complaint by 

establishing an independent and 

economically viable competitor in the 

markets for the licensing of Big Four 

television retransmission consent and 

the sale of broadcast television spot 

advertising. The proposed Final 

Judgment requires Defendants to divest 

the Divestiture Stations within 30 days 

after the entry of the Stipulation and 

Order to Allen Media Holdings, LLC 

(‘‘Allen’’) or an alternative acquirer 

approved by the United States. Where 

Defendants have filed applications with 

the FCC seeking approval to assign or 

transfer any licenses to acquirer, the 30- 

day time period will be extended until 

five business days after an FCC order 

has been issued. The assets must be 

divested in such a way as to satisfy the 

United States in its sole discretion that 

the assets can and will be operated by 

the acquirer as a viable, ongoing 

business that can compete effectively in 

the licensing of Big Four television 

retransmission consent and the sale of 

broadcast television spot advertising. 

Defendants must take all reasonable 

steps necessary to accomplish the 

divestiture quickly, including obtaining 

any necessary FCC approvals as 

expeditiously as possible, and must 

cooperate with the acquirer. 

(A) The Divestiture Assets 

The Divestiture Assets, which are 

defined in Paragraph II(G) of the 

proposed Final Judgment, include all 

tangible and intangible assets of the 

Divestiture Stations. The assets include 

all tangible property; all licenses, 

permits, and authorizations; all 

contracts (including programming 

contracts and rights), agreements, 

network affiliation agreements, leases, 

and commitments and understandings; 

all trademarks, service marks, trade 

names, copyrights, patents, slogans, 

programming materials, and 

promotional materials; all customer 

lists, contracts, accounts, and credit 

records; all logs and other records; and 

the content and affiliation of each 

digital subchannel. 

(B) The Excluded Assets 

Certain assets are excluded from the 

Divestiture Assets, as described in 

Paragraph II(J) of the proposed Final 

Judgment. The assets that are excluded 


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relate to: (1) The CW programming 

stream currently broadcast on KWWL in 

the Cedar Rapids-Waterloo-Iowa CityDubuque, Iowa, DMA; (2) the CW 

programming stream currently broadcast 

on WMOW and WAOW in the WausauRhinelander, Wisconsin, DMA; (3) the 

CW programming stream currently 

broadcast on WREX in the Rockford, 

Illinois, DMA; (4) the CW and MeTV 

programming streams currently 

broadcast on WXOW and WQOW in the 

La Crosse-Eau Claire, Wisconsin, DMA; 

(5) the MeTV programming stream 

currently broadcast on WKOW in the 

Madison, Wisconsin, DMA; (6) satellite 

station WYOW, Eagle River, Wisconsin; 

(7) all real and tangible personal 

property owned by Quincy located at 

501 and 513 Hampshire Street in 

Quincy, Illinois 62301; (8) all tangible 

personal property owned by Quincy 

located at 130 South 5th Street, Quincy, 

Illinois 62301; and (9) all real and 

tangible personal property owned by 

Quincy at the Digital Realty Data Center 

located at 350 East Cermak, Chicago, 

Illinois 60616. 

The excluded CW and MeTV 

programming streams currently are 

derived from separate network 

affiliations and are broadcast from 

digital subchannels of the Divestiture 

Stations. As a result, the Defendants’ 

retention of those CW and MeTV 

programming streams will not prevent 

the divestiture buyer from operating the 

Divestiture Stations as viable, 

independent competitors. Nor will 

Defendants’ retention of these assets 

substantially lessen competition. 

Divesting one of the Defendants’ Big 

Four affiliates in each Overlap DMA 

will ensure that competition in the 

licensing of Big Four television 

retransmission consent is not 

diminished. Also, nearly all of the 

merger-induced increase in 

concentration in the sale of broadcast 

television spot advertising in each 

Overlap DMA is avoided by the sale of 

one of Defendants’ Big Four affiliates in 

each Overlap DMA, as the broadcast 

television spot advertising revenues 

attributable to non-Big Four affiliates 

(e.g., CW and MeTV) is very small, 

relative to that of the Big Four affiliates. 

(C) General Conditions 

The proposed Final Judgment 

contains provisions intended to 

facilitate the acquirer’s efforts to hire 

certain employees. Specifically, 

Paragraph IV(J) of the proposed Final 

Judgment requires Defendants to 

provide the acquirer and the United 

States with organization charts and 

information relating to these employees 

and to make them available for 

interviews. It also provides that 

Defendants must not interfere with any 

negotiations by the acquirer to hire 

these employees. In addition, for 

employees who elect employment with 

the acquirer, Defendants must waive all 

non-compete and non-disclosure 

agreements, vest all unvested pension 

and other equity rights, provide any pay 

pro-rata, provide all compensation and 

benefits that those employees have fully 

or partially accrued, and provide all 

other benefits that the employees would 

generally be provided had those 

employees continued employment with 

Defendants, including but not limited to 

any retention bonuses or payments. This 

paragraph further provides that 

Defendants may not solicit to hire any 

of those employees who were hired by 

the acquirer, unless an employee is 

terminated or laid off by the acquirer or 

the acquirer agrees in writing that 

Defendants may solicit to hire that 

individual. The non-solicitation period 

runs for sixty (60) days from the date of 

the divestiture. 

Paragraph IV(L) of the proposed Final 

Judgment will facilitate the transfer to 

the acquirer of customers and other 

contractual relationships that are 

included within the Divestiture Assets. 

Defendants must transfer all contracts, 

agreements, and relationships to the 

acquirer and must make best efforts to 

assign, subcontract, or otherwise 

transfer contracts or agreements that 

require the consent of another party 

before assignment, subcontracting, or 

other transfer. 

The proposed Final Judgment requires 

Defendants to provide certain transition 

services to maintain the viability and 

competitiveness of the Divestiture 

Stations during the transition to the 

acquirer. Paragraph IV(N) of the 

proposed Final Judgment requires 

Defendants, at the acquirer’s option, to 

enter into a transition services 

agreement for back office, human 

resources, accounting, and information 

technology services for a period of up to 

six (6) months. The acquirer may 

terminate the transition services 

agreement, or any portion of it, without 

cost or penalty at any time upon 

commercially reasonable notice. The 

paragraph further provides that the 

United States, in its sole discretion, may 

approve one or more extensions of this 

transition services agreement for a total 

of up to an additional six (6) months 

and that any amendments to or 

modifications of any provisions of a 

transition services agreement are subject 

to approval by the United States in its 

sole discretion. Paragraph IV(N) also 

provides that employees of Defendants 

tasked with supporting this agreement 

must not share any competitively 

sensitive information of the acquirer 

with any other employee of Defendants, 

unless such sharing is for the sole 

purpose of providing transition services 

to the acquirer. 

(D) Appointment of Divestiture Trustee 

If Defendants do not accomplish the 

divestiture within the period prescribed 

in Paragraph IV(A) of the proposed 

Final Judgment, Section V of the 

proposed Final Judgment provides that 

the Court will appoint a divestiture 

trustee selected by the United States to 

effect the divestiture. If a divestiture 

trustee is appointed, the proposed Final 

Judgment provides that Defendants 

must pay all costs and expenses of the 

trustee. The divestiture trustee’s 

commission must be structured so as to 

provide an incentive for the trustee 

based on the price obtained and the 

speed with which the divestiture is 

accomplished. After the divestiture 

trustee’s appointment becomes effective, 

the trustee must provide monthly 

reports to the United States setting forth 

his or her efforts to accomplish the 

divestiture. If the divestiture has not 

been accomplished within six months of 

the divestiture trustee’s appointment, 

the divestiture trustee and the United 

States may make recommendations to 

the Court, which will enter such orders 

as appropriate, in order to carry out the 

purpose of the proposed Final 

Judgment, including by extending the 

trust or the term of the divestiture 

trustee’s appointment. 

(E) Notification Requirements 

Section XI of the proposed Final 

Judgment requires Defendants to notify 

the United States in advance of 

acquiring, directly or indirectly, in a 

transaction that would not otherwise be 

reportable under the Hart-Scott-Rodino 

Antitrust Improvements Act of 1976, as 

amended, 15 U.S.C. 18a (the ‘‘HSR 

Act’’), any Big Four affiliation 

agreement in a DMA in which a 

Defendant already has a Big Four 

affiliation agreement in place. Pursuant 

to the proposed Final Judgment, 

Defendants must notify the United 

States of such acquisitions as it would 

for a required HSR Act filing, as 

specified in the Appendix to Part 803 of 

Title 16 of the Code of Federal 

Regulations. The proposed Final 

Judgment further provides for waiting 

periods and opportunities for the United 

States to obtain additional information 

analogous to the provisions of the HSR 

Act before such acquisitions can be 

consummated. Requiring notification 

before the acquisition of Big Four 

affiliation agreement in a DMA in which 


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a Defendant already has a Big Four 

affiliation agreement in place will 

permit the United States to assess the 

competitive effects of that acquisition 

before it is consummated and, if 

necessary, seek to enjoin the 

transaction. 

(F) Prohibitions on Reacquisition and 

Limitations on Collaborations 

To ensure that the Divestiture Stations 

are operated independently from 

Defendants after the divestitures, 

Paragraph XII(A) of the proposed Final 

Judgment provides that during the term 

of the Final Judgment Defendants shall 

not (1) reacquire any part of the 

Divestiture Assets; (2) acquire any 

option to reacquire any part of the 

Divestiture Assets or to assign them to 

any other person; (3) enter into any 

carriage agreement, local marketing 

agreement, joint sales agreement, other 

cooperative selling arrangement, or 

shared services agreement (except as 

provided in in Section XII), or conduct 

other business negotiations jointly with 

any acquirer of any of the Divestiture 

Assets with respect to those Divestiture 

Assets; or (4) provide financing or 

guarantees of financing with respect to 

the Divestiture Assets. 

Under Paragraph XII(B)(1) of the 

proposed Final Judgment, the shared 

services prohibition does not preclude 

Defendants from continuing or entering 

into agreements in a form customarily 

used in the industry to (a) share news 

helicopters or (b) pool generic video 

footage that does not include recording 

a reporter or other on-air talent, and 

does not preclude Defendants from 

entering into any non-sales-related 

shared services agreement or transition 

services agreement that is approved in 

advance by the United States in its sole 

discretion. Additionally, Paragraph 

XII(B)(2) provides that the restrictions of 

Paragraph XII(A) do not prevent 

Defendants from entering into 

agreements to provide news 

programming to the Divestiture Stations, 

provided that Defendants do not sell, 

price, market, hold out for sale, or profit 

from the sale of advertising associated 

with the news programming provided 

by Defendants under such agreements 

except by approval of the United States 

in its sole discretion. 

The proposed Final Judgment makes 

one exception to the general prohibition 

against carriage agreements between the 

Defendants and the acquirer in the 

Rockford, Illinois, DMA. Paragraph 

XII(B)(3) of the proposed Final 

Judgment provides that Defendants and 

acquirer may rebroadcast WIFR–LD’s 

CBS program stream on a digital 

subchannel of WREX, provided that the 

acquirer rebroadcasts the WIFR–LD 

program stream on a pass-through basis 

and coextensively with its main WREX 

signal, and that Defendants and the 

acquirer continue to operate WIFR–LD 

and WREX as separate commercial 

broadcast television stations. Currently, 

WIFR–LD’s CBS program stream is 

broadcast on a low power signal. 

Rebroadcasting the program stream on a 

WREX digital subchannel would put the 

program stream on a full power signal, 

thereby allowing more viewers in the 

Rockford, Illinois, DMA to access 

WIFR–LD’s CBS programming on an 

over-the-air basis. Rebroadcasting 

WIFR–LD’s CBS program stream in this 

way will not prevent the acquirer from 

operating WREX as a viable, 

independent competitor, nor will it 

substantially lessen competition in the 

Rockford, Illinois, DMA. 

(G) Enforcement and Expiration of the 

Final Judgment 

The proposed Final Judgment also 

contains provisions designed to promote 

compliance and will make enforcement 

of the Final Judgment as effective as 

possible. Paragraph XIV(A) provides 

that the United States retains and 

reserves all rights to enforce the Final 

Judgment, including the right to seek an 

order of contempt from the Court. Under 

the terms of this paragraph, Defendants 

have agreed that in any civil contempt 

action, any motion to show cause, or 

any similar action brought by the United 

States regarding an alleged violation of 

the Final Judgment, the United States 

may establish the violation and the 

appropriateness of any remedy by a 

preponderance of the evidence and that 

Defendants have waived any argument 

that a different standard of proof should 

apply. This provision aligns the 

standard for compliance with the Final 

Judgment with the standard of proof 

that applies to the underlying offense 

that the Final Judgment addresses. 

Paragraph XIV(B) provides additional 

clarification regarding the interpretation 

of the provisions of the proposed Final 

Judgment. The proposed Final Judgment 

is intended to remedy the loss of 

competition the United States alleges 

would otherwise be harmed by the 

transaction. Defendants agree that they 

will abide by the proposed Final 

Judgment, and that they may be held in 

contempt of the Court for failing to 

comply with any provision of the 

proposed Final Judgment that is stated 

specifically and in reasonable detail, as 

interpreted in light of this 

procompetitive purpose. 

Paragraph XIV(C) of the proposed 

Final Judgment provides that if the 

Court finds in an enforcement 

proceeding that a Defendant has 

violated the Final Judgment, the United 

States may apply to the Court for a onetime extension of the Final Judgment, 

together with such other relief as may be 

appropriate. In addition, to compensate 

American taxpayers for any costs 

associated with investigating and 

enforcing violations of the Final 

Judgment, Paragraph XIV(C) provides 

that, in any successful effort by the 

United States to enforce the Final 

Judgment against a Defendant, whether 

litigated or resolved before litigation, 

the Defendant must reimburse the 

United States for attorneys’ fees, 

experts’ fees, and other costs incurred in 

connection with any effort to enforce 

the Final Judgment, including the 

investigation of the potential violation. 

Finally, Section XV of the proposed 

Final Judgment provides that the Final 

Judgment will expire ten years from the 

date of its entry, except that after five 

years from the date of its entry, the Final 

Judgment may be terminated upon 

notice by the United States to the Court 

and Defendants that the divestiture has 

been completed and that continuation of 

the Final Judgment is no longer 

necessary or in the public interest. 

XII. Remedies Available to Potential 

Private Litigants 

Section 4 of the Clayton Act, 15 

U.S.C. 15, provides that any person who 

has been injured as a result of conduct 

prohibited by the antitrust laws may 

bring suit in federal court to recover 

three times the damages the person has 

suffered, as well as costs and reasonable 

attorneys’ fees. Entry of the proposed 

Final Judgment neither impairs nor 

assists the bringing of any private 

antitrust damage action. Under the 

provisions of Section 5(a) of the Clayton 

Act, 15 U.S.C. 16(a), the proposed Final 

Judgment has no prima facie effect in 

any subsequent private lawsuit that may 

be brought against Defendants. 

XIII. Procedures Available for 

Modification of the Proposed Final 

Judgment 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered by the Court 

after compliance with the provisions of 

the APPA, provided that the United 

States has not withdrawn its consent. 

The APPA conditions entry upon the 

Court’s determination that the proposed 

Final Judgment is in the public interest. 

The APPA provides a period of at 

least 60 days preceding the effective 

date of the proposed Final Judgment 

within which any person may submit to 

the United States written comments 

regarding the proposed Final Judgment. 


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Any person who wishes to comment 

should do so within 60 days of the date 

of publication of this Competitive 

Impact Statement in the Federal 

Register, or the last date of publication 

in a newspaper of the summary of this 

Competitive Impact Statement, 

whichever is later. All comments 

received during this period will be 

considered by the U.S. Department of 

Justice, which remains free to withdraw 

its consent to the proposed Final 

Judgment at any time before the Court’s 

entry of the Final Judgment. The 

comments and the response of the 

United States will be filed with the 

Court. In addition, the comments and 

the United States’ responses will be 

published in the Federal Register unless 

the Court agrees that the United States 

may instead publish them on the U.S. 

Department of Justice, Antitrust 

Division’s internet website. 

Written comments should be 

submitted in English to: Scott Scheele, 

Chief, Media, Entertainment, and 

Communications Section, Antitrust 

Division, U.S. Department of Justice, 

450 Fifth Street NW, Suite 7000, 

Washington, DC 20530, 

ATR.MEC.Information@usdoj.gov. 

The proposed Final Judgment 

provides that the Court retains 

jurisdiction over this action, and the 

parties may apply to the Court for any 

order necessary or appropriate for the 

modification, interpretation, or 

enforcement of the Final Judgment. 

XIV. Alternatives to the Proposed Final 

Judgment 

As an alternative to the proposed 

Final Judgment, the United States 

considered a full trial on the merits 

against Defendants. The United States 

could have continued the litigation and 

sought preliminary and permanent 

injunctions against Gray’s acquisition of 

Quincy. The United States is satisfied, 

however, that the relief required by the 

proposed Final Judgment will remedy 

the anticompetitive effects alleged in the 

Complaint, preserving competition for 

licensing Big Four television 

retransmission consent and the sale of 

broadcast television spot advertising in 

the Overlap DMAs. Thus, the proposed 

Final Judgment achieves all or 

substantially all of the relief the United 

States would have obtained through 

litigation, but avoids the time, expense, 

and uncertainty of a full trial on the 

merits. 

XV. Standard of Review Under the 

APPA for the Proposed Final Judgment 

Under the Clayton Act and the APPA, 

proposed Final Judgments or ‘‘consent 

decrees’’ in antitrust cases brought by 

the United States are subject to a 60-day 

comment period, after which the Court 

shall determine whether entry of the 

proposed Final Judgment ‘‘is in the 

public interest.’’ 15 U.S.C. 16(e)(1). In 

making that determination, the Court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) The competitive impact of such 

judgment, including termination of 

alleged violations, provisions for 

enforcement and modification, duration 

of relief sought, anticipated effects of 

alternative remedies actually 

considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the 

adequacy of such judgment that the 

court deems necessary to a 

determination of whether the consent 

judgment is in the public interest; and 

(B) the impact of entry of such 

judgment upon competition in the 

relevant market or markets, upon the 

public generally and individuals 

alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public 

benefit, if any, to be derived from a 

determination of the issues at trial. 

15 U.S.C. 16(e)(1)(A) & (B). In 

considering these statutory factors, the 

Court’s inquiry is necessarily a limited 

one as the government is entitled to 

‘‘broad discretion to settle with the 

defendant within the reaches of the 

public interest.’’ United States v. 

Microsoft Corp., 56 F.3d 1448, 1461 

(D.C. Cir. 1995); United States v. U.S. 

Airways Grp., Inc., 38 F. Supp. 3d 69, 

75 (D.D.C. 2014) (explaining that the 

‘‘court’s inquiry is limited’’ in Tunney 

Act settlements); United States v. InBev 

N.V./S.A., No. 08–1965 (JR), 2009 U.S. 

Dist. LEXIS 84787, at *3 (D.D.C. Aug. 

11, 2009) (noting that a court’s review 

of a proposed Final Judgment is limited 

and only inquires ‘‘into whether the 

government’s determination that the 

proposed remedies will cure the 

antitrust violations alleged in the 

complaint was reasonable, and whether 

the mechanism to enforce the final 

judgment are clear and manageable’’). 

As the U.S. Court of Appeals for the 

District of Columbia Circuit has held, 

under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations in the government’s 

complaint, whether the proposed Final 

Judgment is sufficiently clear, whether 

its enforcement mechanisms are 

sufficient, and whether it may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

proposed Final Judgment, a court may 

not ‘‘make de novo determination of 

facts and issues.’’ United States v. W. 

Elec. Co., 993 F.2d 1572, 1577 (D.C. Cir. 

1993) (quotation marks omitted); see 

also Microsoft, 56 F.3d at 1460–62; 

United States v. Alcoa, Inc., 152 F. 

Supp. 2d 37, 40 (D.D.C. 2001); United 

States v. Enova Corp., 107 F. Supp. 2d 

10, 16 (D.D.C. 2000); InBev, 2009 U.S. 

Dist. LEXIS 84787, at *3. Instead, ‘‘[t]he 

balancing of competing social and 

political interests affected by a proposed 

antitrust consent decree must be left, in 

the first instance, to the discretion of the 

Attorney General.’’ W. Elec. Co., 993 

F.2d at 1577 (quotation marks omitted). 

‘‘The court should bear in mind the 

flexibility of the public interest inquiry: 

the court’s function is not to determine 

whether the resulting array of rights and 

liabilities is one that will best serve 

society, but only to confirm that the 

resulting settlement is within the 

reaches of the public interest.’’ 

Microsoft, 56 F.3d at 1460 (quotation 

marks omitted); see also United States v. 

Deutsche Telekom AG, No. 19 2232 

(TJK), 2020 WL 1873555, at *7 (D.D.C. 

Apr. 14, 2020). More demanding 

requirements would ‘‘have enormous 

practical consequences for the 

government’s ability to negotiate future 

settlements,’’ contrary to congressional 

intent. Microsoft, 56 F.3d at 1456. ‘‘The 

Tunney Act was not intended to create 

a disincentive to the use of the consent 

decree.’’ Id. 

The United States’ predictions about 

the efficacy of the remedy are to be 

afforded deference by the Court. See, 

e.g., Microsoft, 56 F.3d at 1461 

(recognizing courts should give ‘‘due 

respect to the Justice Department’s . . . 

view of the nature of its case’’); United 

States v. Iron Mountain, Inc., 217 F. 

Supp. 3d 146, 152–53 (D.D.C. 2016) (‘‘In 

evaluating objections to settlement 

agreements under the Tunney Act, a 

court must be mindful that [t]he 

government need not prove that the 

settlements will perfectly remedy the 

alleged antitrust harms[;] it need only 

provide a factual basis for concluding 

that the settlements are reasonably 

adequate remedies for the alleged 

harms.’’) (internal citations omitted); 

United States v. Republic Servs., Inc., 

723 F. Supp. 2d 157, 160 (D.D.C. 2010) 

(noting ‘‘the deferential review to which 

the government’s proposed remedy is 

accorded’’); United States v. ArcherDaniels-Midland Co., 272 F. Supp. 2d 1, 

6 (D.D.C. 2003) (‘‘A district court must 

accord due respect to the government’s 

prediction as to the effect of proposed 

remedies, its perception of the market 

structure, and its view of the nature of 

the case’’). The ultimate question is 

whether ‘‘the remedies [obtained by the 


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Final Judgment are] so inconsonant with 

the allegations charged as to fall outside 

of the ‘reaches of the public interest.’’’ 

Microsoft, 56 F.3d at 1461 (quoting W. 

Elec. Co., 900 F.2d at 309). 

Moreover, the Court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

complaint, and does not authorize the 

Court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also U.S. Airways, 38 

F. Supp. 3d at 75 (noting that the court 

must simply determine whether there is 

a factual foundation for the 

government’s decisions such that its 

conclusions regarding the proposed 

settlements are reasonable); InBev, 2009 

U.S. Dist. LEXIS 84787, at *20 (‘‘[T]he 

‘public interest’ is not to be measured by 

comparing the violations alleged in the 

complaint against those the court 

believes could have, or even should 

have, been alleged’’). Because the 

‘‘court’s authority to review the decree 

depends entirely on the government’s 

exercising its prosecutorial discretion by 

bringing a case in the first place,’’ it 

follows that ‘‘the court is only 

authorized to review the decree itself,’’ 

and not to ‘‘effectively redraft the 

complaint’’ to inquire into other matters 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. 

In its 2004 amendments to the APPA, 

Congress made clear its intent to 

preserve the practical benefits of using 

judgments proposed by the United 

States in antitrust enforcement, Public 

Law 108–237 § 221, and added the 

unambiguous instruction that ‘‘[n]othing 

in this section shall be construed to 

require the court to conduct an 

evidentiary hearing or to require the 

court to permit anyone to intervene.’’ 15 

U.S.C. 16(e)(2); see also U.S. Airways, 

38 F. Supp. 3d at 76 (indicating that a 

court is not required to hold an 

evidentiary hearing or to permit 

intervenors as part of its review under 

the Tunney Act). This language 

explicitly wrote into the statute what 

Congress intended when it first enacted 

the Tunney Act in 1974. As Senator 

Tunney explained: ‘‘[t]he court is 

nowhere compelled to go to trial or to 

engage in extended proceedings which 

might have the effect of vitiating the 

benefits of prompt and less costly 

settlement through the consent decree 

process.’’ 119 Cong. Rec. 24,598 (1973) 

(statement of Sen. Tunney). ‘‘A court 

can make its public interest 

determination based on the competitive 

impact statement and response to public 

comments alone.’’ U.S. Airways, 38 F. 

Supp. 3d at 76 (citing Enova Corp., 107 

F. Supp. 2d at 17). 

XVI. Determinative Documents 

There are no determinative materials 

or documents within the meaning of the 

APPA that were considered by the 

United States in formulating the 

proposed Final Judgment. 

Dated: July 28, 2021. 

Respectfully submitted, 

lllllllllllllllllllll

Brendan Sepulveda (D.C. Bar #1025074), 

United States Department of Justice, 

Antitrust Division, 450 Fifth Street NW, Suite 

7000, Washington, DC 20530, Telephone: 

(202) 316–7258, Facsimile: (202) 514–6381, 

Email: brendan.sepulveda@usdoj.gov. 

[FR Doc. 2021–16682 Filed 8–4–21; 8:45 am] 

BILLING CODE 4410–11–P 

DEPARTMENT OF JUSTICE 

Drug Enforcement Administration 

[Docket No. DEA–876] 

Bulk Manufacturer of Controlled 

Substances Application: Cambrex 

High Point, Inc. 

AGENCY: Drug Enforcement 

Administration, Justice. 

ACTION: Notice of application. 

SUMMARY: Cambrex High Point, Inc., has 

applied to be registered as a bulk 

manufacturer of basic class(es) of 

controlled substance(s). Refer to 

Supplemental Information listed below 

for further drug information. 

DATES: Registered bulk manufacturers of 

the affected basic class(es), and 

applicants therefore, may file written 

comments on or objections to the 

issuance of the proposed registration on 

or before October 4, 2021. Such persons 

may also file a written request for a 

hearing on the application on or before 

October 4, 2021 

ADDRESSES: Written comments should 

be sent to: Drug Enforcement 

Administration, Attention: DEA Federal 

Register Representative/DPW, 8701 

Morrissette Drive, Springfield, Virginia 

22152. 

SUPPLEMENTARY INFORMATION: In 

accordance with 21 CFR 1301.33(a), this 

is notice that on July 9, 2021, Cambrex 

High Point, Inc., 4180 Mendenhall Oaks 

Parkway, High Point, North Carolina 

27265–8017, applied to be registered as 

a bulk manufacturer of the following 

basic class(es) of controlled 

substance(s): 

Controlled substance Drug 

code Schedule 

Oxymorphone .................. 9652 II 

Noroxymorphone ............. 9668 II 

The company plans to manufacture 

the above listed controlled substances in 

bulk for distribution to its customers. 

No other activities for these drug codes 

are authorized for this registration. 

William T. McDermott, 

Assistant Administrator. 

[FR Doc. 2021–16690 Filed 8–4–21; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF JUSTICE 

Foreign Claims Settlement 

Commission 

[F.C.S.C. Meeting and Hearing Notice No. 

03–21] 

Sunshine Act Meeting 

The Foreign Claims Settlement 

Commission, pursuant to its regulations 

(45 CFR part 503.25) and the 

Government in the Sunshine Act (5 

U.S.C. 552b), hereby gives notice in 

regard to the scheduling of open 

meetings as follows: 

TIME AND DATE: Tuesday, August 17, 

2021, at 10:00 a.m. 

PLACE: This meeting will be held by 

teleconference. There will be no 

physical meeting place. 

STATUS: Open. Members of the public 

who wish to observe the meeting via 

teleconference should contact Patricia 

M. Hall, Foreign Claims Settlement 

Commission, Tele: (202) 616–6975, two 

business days in advance of the 

meeting. Individuals will be given callin information upon notice of 

attendance to the Commission. 

MATTERS TO BE CONSIDERED: 10:00 a.m.— 

Issuance of Proposed Decisions under 

the Guam World War II Loyalty 

Recognition Act, Title XVII, Public Law 

114–328. 

CONTACT PERSON FOR MORE INFORMATION: 

Requests for information, advance 

notices of intention to observe an open 

meeting, and requests for teleconference 

dial-in information may be directed to: 

Patricia M. Hall, Foreign Claims 

Settlement Commission, 441 G St NW, 

Room 6234, Washington, DC 20579. 

Telephone: (202) 616–6975. 

Jeremy R. LaFrancois, 

Chief Administrative Counsel. 

[FR Doc. 2021–16859 Filed 8–3–21; 4:15 pm] 

BILLING CODE 4410–BA–P 


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