```

[Federal Register Volume 79, Number 219 (Thursday, November 13, 2014)]
[Notices]
[Pages 67448-67461]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-26886]

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DEPARTMENT OF JUSTICE

Antitrust Division

United States v. Media General, Inc. and Lin Media LLC; 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, 
Asset Preservation 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. Media General, Inc. and LIN 
Media LLC, Civil Action No. CV-14-01823. On October 30, 2014, the 
United States filed a Complaint alleging that the proposed acquisition 
by Media General, Inc. of LIN Media LLC would likely substantially 
lessen competition for broadcast television spot advertising in certain 
Designated Market Areas (DMAs) in the United States, in

[[Page 67449]]

violation of Section 7 of the Clayton Act, 15 U.S.C. 18. The proposed 
Final Judgment, filed on the same day as the Complaint, resolves the 
case by requiring Media General to divest WVTM-TV(NBC), located in the 
Birmingham, Alabama DMA; WJCL (ABC) and WTGS (FOX), both located in the 
Savannah, Georgia DMA; WALA-TV (FOX), located in the Mobile, Alabama/
Pensacola, Florida DMA; WJAR (NBC), located in the Providence, Rhode 
Island/New Bedford, Massachusetts DMA; and WLUK-TV(FOX) and WCWF (CW), 
both located in the Green Bay/Appleton, Wisconsin DMA. A Competitive 
Impact Statement filed by the United States describes the Complaint, 
the proposed Final Judgment, and the industry.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement are available for inspection at the Department of 
Justice, Antitrust Division, Antitrust Documents Group, 450 Fifth 
Street NW., Suite 1010, Washington, DC 20530 (telephone: 202-514-2481), 
on the Department of Justice's Web site at http://www.usdoj.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 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 U.S. Department of Justice, 
Antitrust Division's internet Web site, filed with the Court and, under 
certain circumstances, published in the Federal Register and filed with 
the Court. Comments should be directed to David Kully, Chief, 
Litigation III, Antitrust Division, Department of Justice, Washington, 
DC 20530, (telephone: 202-305-9969).

Patricia A. Brink,
Director of Civil Enforcement.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

    United States of America, Department of Justice, Antitrust 
Division, 450 Fifth Street NW., Suite 4000, Washington, DC 20530, 
Plaintiff, v. Media General, Inc., 333 E. Franklin Street, Richmond, 
VA 23219 and LIN Media LLC, 701 Brazos Street, Suite 800, Austin, TX 
78701, Defendants.

Case No. 1:14-cv-01823
Judge: Hon. Emmet G. Sullivan
Filed: 10/30/2014

Complaint

    The United States of America, acting under the direction of the 
Attorney General of the United States brings this civil action to 
enjoin the proposed acquisition by Media General, Inc. (``Media 
General'') of LIN Media LLC (``LIN'') (collectively, ``Defendants'') 
and to obtain other equitable relief. The proposed acquisition likely 
would substantially lessen competition in the sale of broadcast 
television spot advertising in the following Designated Market Areas 
(``DMAs''): Mobile, Alabama/Pensacola, Florida; Birmingham, Alabama; 
Savannah, Georgia; Providence, Rhode Island/New Bedford, Massachusetts; 
and Green Bay/Appleton, Wisconsin (collectively ``the DMA Markets''), 
in violation of Section 7 of the Clayton Act, 15 U.S.C. 18. Plaintiff 
alleges as follows:

I. Nature of the Action

    1. Pursuant to a Purchase Agreement dated March 21, 2014, Media 
General agreed to purchase LIN whereby LIN shareholders would receive 
aggregate consideration valued at approximately $1.5 billion in a 
combination of stock and cash.
    2. Media General and LIN both own and operate broadcast television 
stations in each of the DMA Markets. Media General's and LIN's 
broadcast television stations compete head-to-head for the business of 
local and national companies that advertise on broadcast television 
stations in each of the DMA Markets.
    3. If consummated, the proposed acquisition would eliminate the 
head-to-head competition between Media General and LIN in each of the 
DMA Markets. Unless enjoined, the acquisition is likely to lead to 
higher prices and will substantially lessen competition for broadcast 
television spot advertising in each of the DMA Markets in violation of 
Section 7 of the Clayton Act, 15 U.S.C. 18.

II. Jurisdiction and Venue

    4. The United States brings this action pursuant to Section 15 of 
the Clayton Act, as amended, 15 U.S.C. 25, to prevent and restrain 
Defendants from violating Section 7 of the Clayton Act, 15 U.S.C. 18.
    5. Defendants sell broadcast television spot advertising, a 
commercial activity that substantially affects, and is in the flow of, 
interstate commerce. 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.
    6. Defendants transact business and are found in the District of 
Columbia, and are subject to the personal jurisdiction of this Court. 
Defendants have consented to venue and personal jurisdiction in this 
District. Therefore, venue is proper in this District under Section 12 
of the Clayton Act, 15 U.S.C. 22, and 28 U.S.C. 1391(c).

III. The Defendants

    7. Media General is incorporated in the Commonwealth of Virginia, 
with its headquarters in Richmond, Virginia. Media General reported 
operating revenues of over $270 million in 2013. Media General owns and 
operates 31 broadcast television stations in 29 metropolitan areas. It 
owns and operates broadcast television stations in each of the DMA 
Markets.
    8. LIN is a Delaware corporation, with its headquarters in Austin, 
Texas. LIN owns and operates, or provides programming, operating, or 
sales services to more than 50 stations in 23 metropolitan areas. It 
also owns and operates, or provides programming, operating, or sales 
services to broadcast television stations in each of the DMA Markets.

IV. Trade and Commerce

A. Broadcast Television Spot Advertising Is a Relevant Product Market

    9. Broadcast television stations attract viewers through their 
programming, which is delivered for free over the air or retransmitted 
to viewers, mainly through wired cable or other terrestrial television 
systems and through satellite television systems. Broadcast television 
stations then sell advertising time to businesses that want to 
advertise their products to television viewers. Broadcast television 
``spot'' advertising, which comprises the majority of a television 
station's revenues, is sold directly by the station itself or through 
its national representative on a localized basis and is purchased by 
advertisers who want to target potential customers in specific 
geographic areas. Spot advertising differs from network and syndicated 
television advertising, which are sold by television networks and 
producers of syndicated programs on a nationwide basis and broadcast in 
every market where the network or syndicated program is aired.
    10. Broadcast television spot advertising possesses a unique 
combination of attributes that set it apart from advertising using 
other types of media. Television combines sight, sound, and motion, 
thereby creating a more memorable advertisement. Moreover, of all 
media, broadcast television spot advertising generally

[[Page 67450]]

reaches the largest percentage of all potential customers in a 
particular target geographic area and is therefore especially effective 
in introducing, establishing, and maintaining the image of a product. 
For a significant number of advertisers, broadcast television spot 
advertising, because of its unique combination of attributes, is an 
advertising medium for which there is no close substitute. Other media, 
such as radio, newspapers, or outdoor billboards, are not desirable 
substitutes for broadcast television advertising. None of these media 
can provide the important combination of sight, sound, and motion that 
makes television unique and impactful as a medium for advertising.
    11. Like broadcast television, subscription television channels, 
such as those carried over cable or satellite television, combine 
elements of sight, sound, and motion, but they are not a desirable 
substitute for broadcast television spot advertising for two important 
reasons. First, satellite, cable, and other subscription content 
delivery systems do not have the ``reach'' of broadcast television. 
Typically, broadcast television can reach well-over 90% of homes in a 
DMA, while cable television often reaches many fewer homes. Even when 
several subscription television companies within a DMA jointly offer 
cable television spot advertising through a consortium called an 
interconnect, cable spot advertising does not match the reach of 
broadcast television spot advertising. As a result, an advertiser can 
achieve greater audience penetration through broadcast television spot 
advertising than through advertising on a subscription television 
channel. Second, because subscription services may offer more than 100 
channels, they fragment the audience into small demographic segments. 
Because broadcast television programming typically has higher rating 
points than subscription television programming, broadcast television 
provides a much easier and more efficient means for an advertiser to 
reach a high proportion of its target demographic. Media buyers often 
buy time on subscription television channels not so much as a 
substitute for broadcast television, but rather to supplement a 
broadcast television message, to reach a narrow demographic (e.g., 18-
24 year olds) with greater frequency, or to target narrow geographic 
areas within a DMA. A small but significant price increase by broadcast 
television spot advertising providers would not be made unprofitable by 
advertisers switching to advertising on subscription television 
channels.
    12. Internet-based media is not currently a substitute for 
broadcast television spot advertising. Although Online Video 
Distributors (``OVDs'') such as Netflix and Hulu are important sources 
of video programming, as with cable television advertising, the local 
video advertising of OVDs lacks the reach of broadcast television spot 
advertising. Non-video internet advertising, e.g., Web site banner 
advertising, lacks the important combination of sight, sound, and 
motion that gives television its impact. Consequently, local media 
buyers currently purchase internet-based advertising primarily as a 
supplement to broadcast television spot advertising, and a small but 
significant price increase by broadcast television spot advertising 
providers would not be made unprofitable by advertisers switching to 
internet-based advertising.
    13. Broadcast television stations generally can identify 
advertisers with strong preferences for using broadcast television 
advertising. Broadcast television stations negotiate prices 
individually with advertisers and consequently can charge different 
advertisers different prices. During the individualized negotiations on 
price and available advertising slots that commonly occur between 
advertisers and broadcast television stations, advertisers provide 
stations with information about their advertising needs, including 
their target audience. Broadcast television stations could profitably 
raise prices to those advertisers who view broadcast television as a 
necessary advertising medium, either as their sole means of advertising 
or as a necessary part of a total advertising plan.
    14. Accordingly, the sale of broadcast television spot advertising 
is a line of commerce under Section 7 of the Clayton Act and a relevant 
product market for purposes of analyzing the proposed acquisition under 
Section 7 of the Clayton Act.

B. Each of the Divestiture Markets Is a Relevant Geographic Market

    15. DMAs are geographic units defined by the A.C. Nielsen Company, 
a firm that surveys television viewers and furnishes broadcast 
television stations, advertisers, and advertising agencies in a 
particular area with data to aid in evaluating audience size and 
composition. DMAs are ranked according to the number of households they 
contain. Signals from broadcast television stations located in a DMA 
Market reach viewers located throughout the DMA, but signals from 
broadcast television stations located outside the DMA reach few viewers 
within the DMA. DMAs are used to analyze revenues and shares of 
broadcast television stations in the Investing in Television BIA Market 
Report 2014 (1st edition), a standard industry reference.
    16. Advertisers use broadcast television stations within each of 
the DMA Markets to reach the largest possible number of viewers across 
the DMA. Some of these advertisers are located in each of the DMA 
Markets and need to reach customers there; others are regional or 
national businesses that want to target consumers across each of the 
DMA Markets. Advertising on television stations outside each of the DMA 
Markets is not an alternative for these advertisers because such 
stations cannot be viewed by a significant number of potential 
customers within each of the DMAs. Thus, if there were a small but 
significant increase in broadcast television spot advertising prices 
within a specific DMA Market, an insufficient number of advertisers 
would switch advertising purchases to television stations outside that 
DMA to render the price increase unprofitable.
    17. Accordingly, each of the DMA Markets is a section of the 
country under Section 7 of the Clayton Act and a relevant geographic 
market for the sale of broadcast television spot advertising for 
purposes of analyzing the proposed acquisition under Section 7 of the 
Clayton Act.

C. The Proposed Acquisition Would Harm Competition in Each of the DMA 
Markets

    18. Broadcast television stations compete for advertisers through 
programming that attracts viewers to their stations. In developing 
their own programming and in considering the programming of the 
networks with which they may be affiliated, broadcast television 
stations try to select programs that appeal to the greatest number of 
viewers and to differentiate their stations from others in the same DMA 
by appealing to specific demographic groups. Advertisers, in turn, are 
interested in using broadcast television spot advertising to reach both 
a large audience and a high proportion of the type of viewers that are 
most likely to buy their products.
    19. Broadcast station ownership in each of the DMA Markets is 
already significantly concentrated. In each of these markets, four 
stations, each affiliated with a major network, had more than 90 
percent of gross advertising revenues in 2013. In the

[[Page 67451]]

Mobile, Alabama/Pensacola, Florida DMA, the three stations that Media 
General and LIN operate have approximately 54 percent of all television 
station gross advertising revenues in that DMA. In the Birmingham, 
Alabama DMA, the two stations that Media General and LIN operate have 
approximately 34 percent of all television station gross advertising 
revenues in that DMA. In the Savannah, Georgia DMA, the three stations 
that Media General and LIN operate have approximately 55 percent of all 
television station gross advertising revenues in that DMA. In the 
Providence, Rhode Island/New Bedford, Massachusetts DMA, the three 
stations that Media General and LIN operate have approximately 83 
percent of all television station gross advertising revenues in that 
DMA. In the Green Bay/Appleton, Wisconsin DMA, the three stations that 
Media General and LIN operate have approximately 59 percent of all 
television station gross advertising revenues in that DMA.
    20. Using the Herfindahl-Hirschman Index (``HHI''), a standard 
measure of market concentration (defined and explained in Appendix A), 
a combination of Media General's and LIN's broadcast television 
stations in each of the DMA markets would result in both a large change 
in concentration and a highly concentrated market. The post-acquisition 
HHI in each of the DMA Markets would be over 2500 with an increase in 
the HHI of more than 500 points. Under the Horizontal Merger Guidelines 
issued by the Department of Justice and the Federal Trade Commission, 
mergers resulting in highly concentrated markets (with an HHI in excess 
of 2500) and with an increase in the HHI of more than 200 points are 
presumed to be likely to enhance market power.
    21. In addition to increasing concentration in the DMA Markets, the 
proposed transaction combines stations that are close substitutes and 
vigorous competitors in markets with limited alternatives. In each of 
the DMA Markets, Defendants have broadcast stations that are affiliated 
with the major national television networks, ABC, CBS, NBC, and FOX. 
Their respective affiliations with those networks, and their local news 
operations, provide Defendants' stations with a variety of competing 
programming options that are often each other's next-best or second-
best substitutes for many viewers and advertisers.
    22. Advertisers benefit from Defendants' head-to-head competition 
in the sale of broadcast television spot advertising in each of the DMA 
Markets. Advertisers purposefully spread their advertising dollars 
across numerous spot advertising suppliers to reach their marketing 
goals most efficiently. After the proposed acquisition, advertisers in 
each of the DMA Markets would likely find it more difficult to ``buy 
around'' the Defendants' combined stations in response to higher 
advertising rates, than to ``buy around'' Media General's stations or 
LIN's stations, as separate entities, as they could have done before 
the proposed acquisition. Because a significant number of advertisers 
would likely be unable to reach their desired audiences as effectively 
unless they advertise on at least one station that Media General would 
control after the proposed acquisition, those advertisers' bargaining 
positions would be weaker, and the advertising rates they pay would 
likely increase.
    23. Accordingly, the proposed acquisition is likely to 
substantially reduce competition and will restrain trade in the sale of 
broadcast television spot advertising in each of the DMA Markets.

D. Lack of Countervailing Factors

1. Entry and Expansion Are Unlikely
    24. De novo entry into each of the DMA Markets 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 became available, commercial success 
would come, at best, over a period of many years. In each of the DMA 
Markets, all of the major broadcast networks (CBS, NBC, ABC, FOX) are 
already affiliated with a licensee, the contracts last for many years, 
and the broadcast networks rarely switch licensees when the contracts 
expire. Thus, entry into each DMA Market's broadcast television spot 
advertising market would not be timely, likely, or sufficient to deter 
Media General from engaging in anticompetitive price increases or other 
anticompetitive conduct after the proposed acquisition occurs.
    25. Other broadcast television stations in each of the DMA Markets 
could not readily increase their advertising capacity or change their 
programming sufficiently in response to a price increase by Defendants. 
The number of 30-second spots in a DMA is largely fixed by programming 
and time constraints. This fact makes the pricing of spots very 
responsive to changes in demand. During so-called political years, for 
example, political advertisements crowd out commercial advertising and 
make the spots available for commercial advertisers more expensive than 
they would be in nonpolitical years. Adjusting programming in response 
to a pricing change is risky, difficult, and time-consuming. Network 
affiliates are often committed to the programming provided by the 
network with which they are affiliated, and it often takes years for a 
station to build its audience. Programming schedules are complex and 
carefully constructed, taking many factors into account, such as 
audience flow, station identity, and program popularity. In addition, 
stations typically have multi-year contractual commitments for 
individual shows. Accordingly, a television station is unlikely to 
change its programming sufficiently or with sufficient rapidity to 
overcome a small but significant price increase imposed by Defendants.
2. The Alleged Efficiencies Do Not Offset the Harm
    26. Although Defendants assert that the proposed acquisition would 
produce efficiencies, they cannot demonstrate acquisition-specific and 
cognizable efficiencies that would be sufficient to offset the proposed 
acquisition's anticompetitive effects.

V. Violations Alleged

    27. Plaintiff hereby repeats and realleges the allegations of 
paragraphs 1 through 26 as if fully set forth herein.
    28. The proposed acquisition likely would lessen competition 
substantially in interstate trade and commerce, in violation of Section 
7 of the Clayton Act, 15 U.S.C. 18. The proposed acquisition likely 
would have the following effects, among others:
    a. Competition in the sale of broadcast television spot advertising 
in each of the DMA Markets would be lessened substantially;
    b. competition among Media General and LIN in the sale of broadcast 
television spot advertising in each of the DMA Markets would be 
eliminated; and
    c. the prices for spot advertising time on broadcast television 
stations in each of the DMA Markets would likely increase.
    29. Unless restrained, the proposed acquisition would violate 
Section 7 of the Clayton Act, 15 U.S.C. 18.

VI. Request for Relief

    30. Plaintiff requests:
    d. That the Court adjudge the proposed merger to violate Section 7 
of the Clayton Act, 15 U.S.C. 18;
    e. that the Court permanently enjoin and restrain Defendants from 
carrying

[[Page 67452]]

out the transaction, or entering into any other agreement, 
understanding, or plan by which Media General would acquire LIN, unless 
Defendants divest the broadcast television stations in accordance with 
the proposed Final Judgment and Hold Separate Stipulation and Order 
filed concurrently with this Complaint;
    f. that the proposed Final Judgment giving effect to the 
divestitures be entered by the Court after compliance with the 
Antitrust Procedures and Penalties Act, 15 U.S.C. 16;
    g. that the Court award Plaintiff the costs of this action; and
    h. that the Court award such other relief to Plaintiff as the Court 
may deem just and proper.

    Respectfully submitted,

For Plaintiff United States:

/s/--------------------------------------------------------------------
William J. Baer (D.C. Bar #324723)
Assistant Attorney General

/s/--------------------------------------------------------------------
David I. Gelfand (D.C. Bar #416596)
Deputy Assistant Attorney General

/s/--------------------------------------------------------------------
Patricia A. Brink
Director of Civil Enforcement

/s/--------------------------------------------------------------------
David C. Kully
Chief, Litigation III Section

Mark A. Merva* (D.C. Bar #451743)
Anupama Sawkar
Trial Attorneys, United States Department of Justice, Antitrust 
Division, Litigation III Section, 450 Fifth Street NW., Suite 4000, 
Washington, DC 20530, Phone: 202-616-1398, Facsimile: 202-514-7308

Email: [email protected]

*Attorney of Record

Dated: October 30, 2014

Appendix A--Herfindahl-Hirschman Index

    The term ``HHI'' means the Herfindahl-Hirschman Index, a 
commonly accepted measure of market concentration. The 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 (30\2\ + 30\2\ + 20\2\ + 20\2\ = 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. Markets in which the HHI is between 1,500 and 2,500 
points are considered to be moderately concentrated, and markets in 
which the HHI is in excess of 2,500 points are considered to be 
highly concentrated. See U.S. Department of Justice & FTC, 
Horizontal Merger Guidelines Sec.  5.3 (2010). Transactions that 
increase the HHI by more than 200 points in highly concentrated 
markets presumptively raise antitrust concerns under the Horizontal 
Merger Guidelines issued by the Department of Justice and the 
Federal Trade Commission. See id.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

    United States of America, Plaintiff, v. Media General, Inc., and 
LIN Media LLC, Defendants.
Case No. 1:14-cv-01823
Judge: Hon. Emmet G. Sullivan
Filed: 10/30/2014

Competitive Impact Statement

    Pursuant to Section 2(b) of the Antitrust Procedures and Penalties 
Act (``APPA'' or ``Tunney Act''), 15 U.S.C. 16(b)-(h), plaintiff United 
States of America (``United States'') files this Competitive Impact 
Statement relating to the proposed Final Judgment submitted for entry 
in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

    Defendants Media General, Inc. (``Media General'') and LIN Media 
LLC (``LIN'') entered into a Purchase Agreement, dated March 21, 2014, 
pursuant to which Media General would acquire LIN. Under the Purchase 
Agreement, LIN shareholders would receive approximately $1.5 billion in 
a combination of stock and cash. Defendants compete head-to-head in the 
sale of broadcast television spot advertising in the following 
Designated Market Areas (``DMAs''): Mobile, Alabama/Pensacola, Florida; 
Birmingham, Alabama; Savannah, Georgia; Providence, Rhode Island/New 
Bedford, Massachusetts; and Green Bay/Appleton, Wisconsin (collectively 
``the DMA Markets'').
    The United States filed a civil antitrust Complaint on October 30, 
2014, seeking to enjoin the proposed acquisition. The Complaint alleges 
that the likely effect of the acquisition would be to lessen 
competition substantially and increase broadcast television spot 
advertising prices in each of the DMA Markets in violation of Section 7 
of the Clayton Act, 15 U.S.C. 18.
    At the same time the Complaint was filed, the United States also 
filed a Hold Separate Stipulation and Order (``Hold Separate'') and 
proposed Final Judgment, which are designed to eliminate the 
anticompetitive effects of the proposed acquisition. Under the proposed 
Final Judgment, which is explained more fully below, Defendants are 
required to divest the Divestiture Assets (collectively, the 
``Divestiture Stations'') to Acquirers approved by the United States in 
a manner that preserves competition in each of the DMA Markets: WVTM-
TV, located in the Birmingham, Alabama DMA; WJCL and WTGS, both located 
in the Savannah, Georgia DMA; WALA-TV, located in the Mobile, Alabama/
Pensacola, Florida DMA; WJAR, located in the Providence, Rhode Island/
New Bedford, Massachusetts DMA; and WLUK-TV and WCWF, both located in 
the Green Bay/Appleton, Wisconsin DMA. The Hold Separate requires 
Defendants to take certain steps to ensure that the Divestiture 
Stations are operated as competitively independent, economically 
viable, and ongoing businesses that will remain independent and 
uninfluenced by the consummation of the acquisition that competition is 
maintained during the pendency of the ordered divestitures.
    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 would terminate this action, except that 
the Court would retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof.

II. Description of the Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Acquisition

    Media General is incorporated in the Commonwealth of Virginia, with 
its headquarters in Richmond, Virginia. Media General owns and operates 
31 broadcast television stations in 29 metropolitan areas. It owns and 
operates broadcast television stations in each of the DMA Markets.
    LIN is a Delaware corporation, with its headquarters in Austin, 
Texas. LIN owns and operates, or provides programming, operating, or 
sales services to more than 50 stations in 23 metropolitan areas. It 
also owns and operates, or provides programming, operating, or sales 
services to broadcast television stations in each of the DMA Markets.
    The proposed acquisition would lessen competition substantially in 
the sale of broadcast television spot advertising in each of the DMA 
Markets. This acquisition is the subject of the Complaint and proposed 
Final Judgment filed by the United States on October 30, 2014.

[[Page 67453]]

B. Anticompetitive Consequences of the Transaction

1. The Relevant Product
    The Complaint alleges that the sale of broadcast television spot 
advertising constitutes a relevant product market for analyzing this 
acquisition under Section 7 of the Clayton Act. Television stations 
attract viewers through their programming and then sell advertising 
time to businesses wanting to advertise their products to those 
television viewers. Advertisers purchase broadcast television spot 
advertising to target potential customers in specific DMAs. Spot 
advertising differs from network and syndicated television advertising, 
which are sold on a nationwide basis by major television networks and 
by producers of syndicated programs and are broadcast in every market 
area in which the network or syndicated program is aired.
    Broadcast television spot advertising possesses a unique 
combination of attributes that sets it apart from advertising using 
other types of media. Television combines sight, sound, and motion, 
thereby creating a more memorable advertisement. Broadcast television 
spot advertising generally reaches the largest percentage of potential 
customers in a targeted geographic area and is therefore especially 
effective in introducing, establishing, and maintaining a product's 
image.
    Because of this unique combination of attributes, broadcast 
television spot advertising has no close substitute for a significant 
number of advertisers. Spot advertising on subscription television 
channels and internet-based video advertising lack the same reach; 
radio spots lack the visual impact; and newspaper and billboard ads 
lack sound and motion, as do many internet search engine and Web site 
banner ads. Through information provided during individualized price 
negotiations, stations can readily identify advertisers with strong 
preferences for using broadcast television spot advertising and 
ultimately can charge different advertisers different prices. 
Consequently, a small but significant price increase in broadcast 
television spot advertising is unlikely to cause enough advertising 
customers to switch advertising purchases to other media to make the 
price increase unprofitable.
2. The Relevant Markets
    The Complaint alleges that each of the DMA Markets constitutes a 
relevant geographic market for purposes of analyzing this acquisition 
under Section 7 of the Clayton Act. A.C. Nielsen Company defines DMAs 
as specific geographic units for advertising purposes. Signals from 
full-powered television stations in each of the DMA Markets reach 
viewers throughout that DMA, so advertisers can use television stations 
in each of the DMA Markets to target the largest possible number of 
viewers within each of those markets. Some of these advertisers are 
located in each of the DMA Markets and are trying to reach consumers 
that live in that specific market; others are regional or national 
businesses wanting to target consumers in a specific area. Advertising 
on television stations outside each of the DMA Markets is not an 
alternative for either local, regional, or national advertisers, 
because signals from television stations outside each of the DMA 
Markets reach relatively few viewers within each of those DMAs. Thus, 
advertising on those stations outside a DMA does not reach a 
significant number of potential customers within the DMA.
3. Harm to Competition in Each of the DMA Markets
    The Complaint alleges that the proposed acquisition likely would 
lessen competition substantially in interstate trade and commerce, in 
violation of Section 7 of the Clayton Act, 15 U.S.C. 18, and likely 
would have the following effects, among others:
    (a) Competition in the sale of broadcast television spot 
advertising in each of the DMA Markets would be lessened substantially;
    (b) competition between Media General broadcast television stations 
and LIN broadcast television stations in the sale of broadcast 
television spot advertising in each of the DMA Markets would be 
eliminated; and
    (c) the prices for spot advertising time on broadcast television 
stations in each of the DMA Markets likely would increase.
    Both Defendants own and operate network-affiliated broadcast 
television stations in each of the DMA Markets. The acquisition, by 
eliminating LIN as a separate competitor and combining its operations 
with Media General, would allow the combined entity to increase its 
market share of the broadcast television spot advertising and revenues 
in each of the DMA Markets. In the Mobile, Alabama/Pensacola, Florida 
DMA, combining the three stations that Defendants operate would give 
Media General approximately 54 percent of all television station gross 
advertising revenues in that DMA. In the Birmingham, Alabama DMA, 
combining the two stations that Defendants operate would give Media 
General approximately 34 percent of all television station gross 
advertising revenues in that DMA. In the Savannah, Georgia DMA, 
combining the three stations that Defendants operate would give Media 
General approximately 55 percent of all television station gross 
advertising revenues in that DMA. In the Providence, Rhode Island/New 
Bedford, Massachusetts DMA, combining the three stations that 
Defendants operate would give Media General approximately 83 percent of 
all television station gross advertising revenues in that DMA. Finally, 
in the Green Bay/Appleton, Wisconsin DMA, combining the three stations 
that Defendants operate would give Media General approximately 59 
percent of all television station gross advertising revenues in that 
DMA. In addition to increasing Media General's share of broadcast 
television spot advertising revenue in each of the DMA Markets, the 
proposed acquisition would increase substantially its concentration in 
each of the DMA Markets.
    Using the Herfindahl-Hirschman Index (``HHI''), a standard measure 
of market concentration (defined and explained in Appendix A to the 
Complaint), the post-acquisition HHI in each of the DMA Markets would 
be over 2500 with an increase in the HHI of more than 500 points in 
each of those markets. Under the Horizontal Merger Guidelines issued by 
the Department of Justice and Federal Trade Commission, mergers 
resulting in highly concentrated markets (with an HHI in excess of 
2500) with an increase in the HHI of more than 200 points are presumed 
to be likely to enhance market power.
    The transaction also combines stations that are close substitutes 
and vigorous competitors in a product market with limited alternatives. 
In each of the DMA Markets, Defendants have broadcast stations that are 
affiliated with the major national television networks, ABC, CBS, NBC, 
and FOX. Their respective affiliations with those networks, and their 
local news operations, provide Defendants' stations with a variety of 
competing programming options that are often each other's next-best or 
second-best substitutes for viewers and advertisers.
    Currently, Defendants' stations that overlap in the same DMA Market 
compete for the business of local, regional, and national firms seeking 
to advertise on broadcast television stations. Advertisers benefit from 
this competition. Thus, the proposed acquisition is likely to eliminate 
this head-to-head competition and therefore, could enable Defendants to 
raise prices for broadcast spot advertising.

[[Page 67454]]

4. Lack of Countervailing Factors
    The Complaint alleges that entry or expansion in each of the DMA 
Markets' television spot advertising market would not be timely, 
likely, or sufficient to prevent any anticompetitive effects. New entry 
is unlikely since any new station would require an FCC license, which 
is difficult to obtain. Even if a new station became operational, 
commercial success would come over a period of many years. The number 
of 30-second spots available at a station is generally fixed, and 
additional slots cannot be created. Adjusting programming in response 
to a pricing change is difficult and time-consuming. Programming 
schedules are complex and carefully constructed, and television 
stations often have multi-year contractual commitments for individual 
shows or are otherwise committed to programming provided by their 
affiliated network. Accordingly, other television stations in each of 
the DMA Markets could not readily increase their advertising capacity 
or change their programming in response to a small but significant 
price increase by Media General.

III. Explanation of the Proposed Final Judgment

    The divestiture requirement of the proposed Final Judgment will 
eliminate the anticompetitive effects of the transaction in each of the 
DMA Markets by maintaining the Divestiture Stations as independent, 
economically viable competitors.\1\ The proposed Final Judgment 
requires Defendants to make the following divestitures: To Hearst 
Television: WVTM-TV, located in Birmingham, Alabama and WJCL, located 
in Savannah, Georgia; to Meredith Corporation: WALA-TV, located in 
Mobile, Alabama; and to Sinclair Broadcast Group: WJAR, located in 
Providence, Rhode Island, WLUK-TV and WCWF, both located in Green Bay, 
Wisconsin, and WTGS, located in Savannah, Georgia.\2\ The United States 
has approved each of these divestitures in order to provide greater 
certainty and efficiency in the divestiture process. Defendants must 
take all reasonable steps necessary to accomplish the divestiture 
quickly. If Defendants do not sell the assets to the approved buyers, 
they shall cooperate with prospective purchasers to accomplish the 
divestiture expeditiously to other Acquirers in such a way as to 
satisfy the United States in its sole discretion that the Divestiture 
Stations can and will be operated by a purchaser as a viable, ongoing 
business that can compete effectively in the relevant market.
---------------------------------------------------------------------------

    \1\ The United States' evaluation of the merger of Media General 
and LIN concerned the likely competitive effects of the merger, and 
did not consider whether pre-existing agreements among participants 
in the DMA Markets might restrain competition. For instance, the 
United States is aware that, before Defendants entered their 
agreement to merge, LIN had a pre-existing local marketing agreement 
(LMA) in Providence with the owner of the Fox affiliate. Following 
the divestitures required under the proposed Final Judgment, Media 
General will replace LIN under the LMA. Because the United States 
has not investigated the competitive effects of these agreements as 
part of its evaluation of the merger, the proposed Final Judgment 
does not address them. We understand, however, that LMAs or other 
agreements in these markets may be subject to the requirements 
established in the Federal Communications Commission's Report and 
Order in its 2014 Quadrennial Regulatory Review--Review of the 
Commission's Broadcast Ownership Rules and Other Rules Adopted 
Pursuant to Section 202 of the Telecommunications Act of 1996, MB 
Docket No. 14-50, FCC 14-28 (Apr. 15, 2014).
    \2\ Vaughan Acquisition LLC owns certain equity interests in 
WTGS, and Defendant LIN holds an option to purchase Vaughan's equity 
interests in WTGS. LIN and Vaughan have entered into an Option 
Exercise Agreement pursuant to which LIN will exercise its option 
for Sinclair's benefit upon consummation of Media General's merger 
with LIN.
---------------------------------------------------------------------------

    The ``Divestiture Assets'' are defined in Paragraph II.O of the 
proposed Final Judgment to include all assets principally devoted to 
and necessary for the operation of the Divestiture Stations. These 
Divestiture Assets are essentially the same assets that Defendants 
would have operated under the Asset Purchase Agreement. The assets 
include real property, equipment, FCC licenses, contracts, intellectual 
property rights, programming materials, and customer lists maintained 
by Media General or LIN in connection with each of the Divestiture 
Stations. These do not include assets that are not principally devoted 
to or necessary for the operation of each of the Divestiture Stations, 
but are used to support multiple stations. Thus, Media General will be 
able to retain back-office systems or other assets and contracts used 
to support multiple broadcast television stations, and which an 
Acquirer with experience operating broadcast television stations can 
supply for itself.
    To ensure that each of the Divestiture Stations is operated as an 
independent, economically viable competitor after the divestitures, 
Section XI of the proposed Final Judgment prohibit Defendants from 
entering into any agreements during the term of the Final Judgment that 
create a long-term relationship with any of the Acquirers of the 
Divestiture Stations after the divestitures are completed. Examples of 
prohibited agreements include options to repurchase or assign interests 
in any of the Divestiture Stations; agreements to provide financing or 
guarantees for financing; local marketing agreements, joint sales 
agreements, or any other cooperative selling arrangements; shared 
services agreements; and agreements to jointly conduct any business 
negotiations with the Acquirers with respect to any of the Divestiture 
Stations. This shared services prohibition does not preclude agreements 
limited to helicopter sharing and stock video pooling in the forms that 
are customary in the industry. It also does not preclude other non-
sales-related agreements approved in advance by the United States in 
its sole discretion. These limited exceptions do not permit Defendants 
to enter into broad news-sharing agreements with respect to any of the 
Divestiture Stations. The United States in its sole discretion may 
approve in writing of any transition services agreement that may be 
necessary to facilitate the continuous operations of the Divestiture 
Assets until the Acquirers can provide such capabilities independently. 
The terms and conditions of any such transition services agreement 
shall be subject to the approval of the United States, in its sole 
discretion. These transition services agreements will allow each of the 
Divestiture Stations to continue its operations as an independent, 
ongoing, economically viable, and active competitor in the broadcast 
television spot advertising business.
    Defendants are required to take all steps reasonably necessary to 
accomplish the divestitures quickly and to cooperate with prospective 
purchasers. Because transferring the broadcast license for each of the 
Divestiture Stations requires FCC approval, Defendants are specifically 
required to use their best efforts to obtain all necessary FCC 
approvals as expeditiously as possible. The divestiture of each of the 
Divestiture Stations must occur within ninety (90) calendar days after 
the filing of the Hold Separate in this matter or five (5) calendar 
days after notice that the Court has entered the Final Judgment, 
whichever is later, subject to Defendants' receipt of any necessary FCC 
order pertaining to the divestiture. 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 shall notify the Court 
in such circumstances. If FCC applications to assign or transfer 
licenses to the Acquirers of the Divestiture Stations have been filed 
within the period permitted for divestiture, but an order or other

[[Page 67455]]

dispositive action by FCC on such applications has not been issued 
before the end of the period permitted for divestiture, the period 
shall be extended with respect to divestiture of the Divestiture 
Stations for which no FCC order has issued until five (5) days after 
such order is issued.
    If the divestitures do not occur within the prescribed timeframe in 
Section VI (A) of the proposed Final Judgment, the proposed Final 
Judgment provides that the Court, upon application of the United 
States, will appoint a Divestiture Trustee selected by the United 
States to sell any of the Divestiture Stations that have not been 
divested. The Defendants will pay all costs and expenses of the 
Divestiture Trustee. The Divestiture Trustee's commission will be 
structured to provide an incentive for the Divestiture Trustee based on 
the price obtained and the speed with which the divestiture is 
accomplished. The Divestiture Trustee would file monthly reports with 
the Court and the United States describing efforts to divest the 
remaining stations. If the divestiture has not been accomplished after 
six (6) months, the Divestiture Trustee and the United States will make 
recommendations to the Court, which shall enter such orders as 
appropriate, to carry out the purpose of the trust.

IV. 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 will neither 
impair nor assist 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.

V. 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 sixty (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. Any person who wishes to comment should do so 
within sixty (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 
prior to the Court's entry of judgment. The comments and the response 
of the United States will be filed with the Court. In addition, 
comments will be posted on the United States Department of Justice, 
Antitrust Division's internet Web site and, under certain 
circumstances, published in the Federal Register.
    Written comments should be submitted to: David C. Kully, Chief, 
Litigation III Section, Antitrust Division, United States Department of 
Justice, 450 5th Street NW., Suite 4000, Washington, DC 20530. The 
proposed Final Judgment provides that the Court retains jurisdiction 
over this action, and Defendants may apply to the Court for any order 
necessary or appropriate for the modification, interpretation, or 
enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

    The United States considered, as an alternative to the proposed 
Final Judgment, a full trial on the merits against Defendants. The 
United States could have continued the litigation and sought 
preliminary and permanent injunctions against Media General's 
acquisition of LIN. The United States is satisfied, however, that the 
divestiture of assets described in the proposed Final Judgment will 
preserve competition for the sale of broadcast television spot 
advertising in each of the DMA Markets. Thus, the proposed Final 
Judgment would achieve 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 of the 
Complaint.

VII. Standard of Review Under the APPA for the Proposed Final Judgment

    The Clayton Act, as amended by the APPA, requires that proposed 
consent judgments in antitrust cases brought by the United States be 
subject to a sixty-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); see generally United States v. SBC 
Commc'ns, Inc., 489 F. Supp. 2d 1 (D.D.C. 2007) (assessing public 
interest standard under the Tunney Act); United States v. InBev N.V./
S.A., 2009-2 Trade Cas. (CCH) ] 76,736, 2009 U.S. Dist. LEXIS 84787, 
No. 08-1965 (JR), at *3, InBev N.V./S.A., 2009-2 Trade Cas. (CCH) ] 
76,736, 2009 U.S. Dist. LEXIS 84787, No. 08-1965 (JR), at *3, (D.D.C. 
Aug. 11, 2009) (noting that the court's review of a consent 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.'').\3\
---------------------------------------------------------------------------

    \3\ The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for court to consider and amended the 
list of factors to focus on competitive considerations and to 
address potentially ambiguous judgment terms. Compare 15 U.S.C. 
16(e) (2004) with 15 U.S.C. 16(e)(1) (2006); see also SBC Commc'ns, 
489 F. Supp. 2d at 11 (concluding that the 2004 amendments 
``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------

    As the United States 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 set forth in the government's complaint, whether the decree 
is sufficiently clear, whether enforcement mechanisms are sufficient,

[[Page 67456]]

and whether the decree may positively harm third parties. See 
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the 
relief secured by the decree, a court may not ``engage in an 
unrestricted evaluation of what relief would best serve the public.'' 
United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) (quoting 
United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see 
also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 
F. Supp. 2d 37, 40 (D.D.C. 2001); InBev, 2009 U.S. Dist. LEXIS 84787, 
---------------------------------------------------------------------------
at *3. Courts have held that:

[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. The court's 
role in protecting the public interest is one of insuring that the 
government has not breached its duty to the public in consenting to 
the decree. The court is required to determine not whether a 
particular decree is the one that will best serve society, but 
whether the settlement is ``within the reaches of the public 
interest.'' More elaborate requirements might undermine the 
effectiveness of antitrust enforcement by consent decree.

Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\4\ In 
determining whether a proposed settlement is in the public interest, a 
district court ``must accord deference to the government's predictions 
about the efficacy of its remedies, and may not require that the 
remedies perfectly match the alleged violations.'' SBC Commc'ns, 489 F. 
Supp. 2d at 17; see also U.S. Airways, 2014 U.S. Dist. LEXIS 57801, at 
*16 (noting that a court should not reject the proposed remedies 
because it believes others are preferable); Microsoft, 56 F.3d at 1461 
(noting the need for courts to be ``deferential to the government's 
predictions as to the effect of the proposed remedies''); United States 
v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) 
(noting that the court should grant due respect to the United States' 
prediction as to the effect of proposed remedies, its perception of the 
market structure, and its views of the nature of the case).
---------------------------------------------------------------------------

    \4\ Cf. BNS, 858 F.2d at 464 (holding that the court's 
``ultimate authority under the [APPA] is limited to approving or 
disapproving the consent decree''); United States v. Gillette Co., 
406 F. Supp. 713, 716 (D. Mass. 1975) (noting that, in this way, the 
court is constrained to ``look at the overall picture not 
hypercritically, nor with a microscope, but with an artist's 
reducing glass''). See generally Microsoft, 56 F.3d at 1461 
(discussing whether ``the remedies [obtained in the decree are] so 
inconsonant with the allegations charged as to fall outside of the 
`reaches of the public interest' '').
---------------------------------------------------------------------------

    Courts have greater flexibility in approving proposed consent 
decrees than in crafting their own decrees following a finding of 
liability in a litigated matter. ``[A] proposed decree must be approved 
even if it falls short of the remedy the court would impose on its own, 
as long as it falls within the range of acceptability or is `within the 
reaches of public interest.' '' United States v. Am. Tel. & Tel. Co., 
552 F. Supp. 131, 151 (D.D.C. 1982) (citations omitted) (quoting United 
States v. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975)), aff'd 
sub nom. Maryland v. United States, 460 U.S. 1001 (1983); see also U.S. 
Airways, 2014 U.S. Dist. LEXIS 57801, at *8 (noting that room must be 
made for the government to grant concessions in the negotiation process 
for settlements (citing Microsoft, 56 F.3d at 1461); United States v. 
Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985) (approving 
the consent decree even though the court would have imposed a greater 
remedy). To meet this standard, the United States ``need only provide a 
factual basis for concluding that the settlements are reasonably 
adequate remedies for the alleged harms.'' SBC Commc'ns, 489 F. Supp. 
2d at 17.
    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, 
2014 U.S. Dist. LEXIS 57801, at *9 (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 (``the 
`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. As this Court recently confirmed in SBC 
Communications, courts ``cannot look beyond the complaint in making the 
public interest determination unless the complaint is drafted so 
narrowly as to make a mockery of judicial power.'' SBC Commc'ns, 489 F. 
Supp. 2d at 15.
    In its 2004 amendments, Congress made clear its intent to preserve 
the practical benefits of utilizing consent decrees in antitrust 
enforcement, adding 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, 2014 U.S. Dist. 
LEXIS 57801, at *9 (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). The language wrote into the statute what 
Congress intended when it 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). Rather, the procedure for the public interest 
determination is left to the discretion of the court, with the 
recognition that the court's ``scope of review remains sharply 
proscribed by precedent and the nature of Tunney Act proceedings.'' SBC 
Commc'ns, 489 F. Supp. 2d at 11.\5\ A court can make its public 
interest determination based on the competitive impact statement and 
response to public comments alone. U.S. Airways, 2014 U.S. Dist. LEXIS 
57801, at *9.
---------------------------------------------------------------------------

    \5\ See United States v. Enova Corp., 107 F. Supp. 2d 10, 17 
(D.D.C. 2000) (noting that the ``Tunney Act expressly allows the 
court to make its public interest determination on the basis of the 
competitive impact statement and response to comments alone''); 
United States v. Mid-Am. Dairymen, Inc., 1977-1 Trade Cas. (CCH) ] 
61,508, at 71,980 (W.D. Mo. 1977) (``Absent a showing of corrupt 
failure of the government to discharge its duty, the Court, in 
making its public interest finding, should . . . carefully consider 
the explanations of the government in the competitive impact 
statement and its responses to comments in order to determine 
whether those explanations are reasonable under the 
circumstances.''); S. Rep. No. 93-298, 93d Cong., 1st Sess., at 6 
(1973) (``Where the public interest can be meaningfully evaluated 
simply on the basis of briefs and oral arguments, that is the 
approach that should be utilized.'').
---------------------------------------------------------------------------

 VIII. 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: October 30, 2014
Respectfully submitted,

/s/--------------------------------------------------------------------

Mark A. Merva * (D.C. Bar #451743)
Anupama Sawkar, Trial Attorneys, United States Department of Justice, 
Antitrust Division, Litigation III Section,

[[Page 67457]]

450 Fifth Street NW., Suite 4000, Washington, DC 20530, Phone: 202-616-
1398, Facsimile: 202-514-7308, E-mail: [email protected]

* Attorney of Record

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

    United States of America, Plaintiff, v. Media General, Inc., and 
LIN Media LLC, Defendants.

Case No. 1:14-cv-01823
Judge: Hon. Emmet G. Sullivan
Filed: 10/30/2014

Certificate of Service

    I, Mark A. Merva, hereby certify that on October 30, 2014, I caused 
copies of the Complaint, Competitive Impact Statement, Hold Separate 
Stipulation and Order, Proposed Final Judgment, and Plaintiff's 
Explanation of Consent Decree Procedures to be served upon Defendants 
Media General, Inc. and LIN Media LLC. by mailing the documents 
electronically to the duly authorized legal representatives of 
Defendants as follows: Counsel for Defendant Media General, Inc.: 
Richard C. Park (D.C. Bar #458426), Fried, Frank, Harris, Shriver & 
Jacobson LLP, 801 17th Street NW., Washington, DC 20006, Telephone: 
202-639-7064, Facsimile: 202-639-7003, Email: 
[email protected].
    Counsel for LIN Media LLC: Deborah A. Garza (D.C. Bar #359259), 
Covington & Burling LLP, 1201 Pennsylvania Avenue NW., Washington, DC 
20004, Telephone: 202-662-5146, Facsimile: 202-778-5146, Email: 
[email protected].
Respectfully submitted,
Mark A. Merva * (D.C. Bar #451743), Trial Attorney, United States 
Department of Justice, Antitrust Division, Litigation III Section, 450 
Fifth Street NW., Suite 4000, Washington, DC 20530, Phone: 202-616-
1398, Facsimile: 202-514-7308, E-mail: [email protected]

* Attorney of Record

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

    United States of America, Plaintiff, v. Media General, Inc., and 
LIN Media LLC, Defendants.

Case No. 1:14-cv-01823
Judge: Hon. Emmet G. Sullivan
Filed: 10/30/2014

Proposed Final Judgment

    WHEREAS, plaintiff, the United States of America filed its 
Complaint on October 30, 2014, and Defendant Media General, Inc. 
(``Media General'') and Defendant LIN Media LLC (``LIN''), by their 
respective attorneys, have consented to the entry of this Final 
Judgment 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;
    AND WHEREAS, Defendants agree to be bound by the provisions of this 
Final Judgment pending its approval by the Court;
    AND WHEREAS, the essence of this Final Judgment is the prompt and 
certain divestiture of certain rights or assets by the Defendants to 
assure that competition is not substantially lessened;
    AND WHEREAS, the United States requires Defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    AND WHEREAS, Defendants have represented to the United States that 
the divestitures required below can and will be made and that 
Defendants will later raise no claim of hardship or difficulty as 
grounds for asking the Court to modify any of the divestiture 
provisions contained below;
    NOW THEREFORE, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
parties, it is ORDERED, ADJUDGED, AND DECREED:

I. Jurisdiction

    This Court has jurisdiction over each of the parties hereto and 
over the subject matter of 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. ``Media General'' means Defendant Media General, Inc., a 
Virginia corporation headquartered in Richmond, Virginia, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships, and joint ventures, and their directors, 
officers, managers, agents, and employees.`
    B. ``LIN'' means Defendant LIN Media LLC, a Delaware corporation 
headquartered in Austin, Texas, its successors and assigns, and its 
subsidiaries, divisions, groups, affiliates, partnerships, and joint 
ventures, and their directors, officers, managers, agents, and 
employees.
    C. ``Acquirer'' means Hearst Television Inc., Meredith Corporation, 
Sinclair Broadcast Group, Inc., or another entity to whom Defendants 
divest any of the Divestiture Assets.
    D. ``Hearst'' means Hearst Television Inc., a Delaware corporation 
headquartered in New York, NY, its successor and assigns, and its 
subsidiaries, divisions, groups, affiliates, partnerships, and joint 
ventures, and their directors, officers, managers, agents, and 
employees.
    E. ``Meredith'' means Meredith Corporation, an Iowa corporation 
headquartered in Des Moines, IA, its successor and assigns, and its 
subsidiaries, divisions, groups, affiliates, partnerships, and joint 
ventures, and their directors, officers, managers, agents, and 
employees.
    F. ``Sinclair'' means Sinclair Broadcast Group, Inc., a Maryland 
corporation headquartered in Hunt Valley, Maryland, its successor and 
assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures, and their directors, officers, 
managers, agents, and employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. Nielsen 
Company based upon viewing patterns and used by the Investing in 
Television BIA Market Report 2014 (1st edition). DMAs are ranked 
according to the number of households therein and are used by 
broadcasters, advertisers, and advertising agencies to aid in 
evaluating television audience size and composition.
    H. ``WVTM-TV'' means the NBC-affiliated broadcast television 
station located in the Birmingham, Alabama DMA owned by Defendant Media 
General.
    I. ``WJCL'' means the ABC-affiliated broadcast television station 
located in the Savannah, Georgia DMA owned by Defendant LIN.
    J. ``WALA-TV'' means the Fox-affiliated broadcast television 
station located in the Mobile, Alabama/Pensacola, Florida DMA owned by 
Defendant LIN.
    K. ``WJAR'' means the NBC-affiliated broadcast television station 
located in the Providence, Rhode Island/New Bedford, Massachusetts DMA 
owned by Defendant Media General.
    L. ``WLUK-TV'' means the Fox-affiliated broadcast television 
station located in the Green Bay/Appleton, Wisconsin DMA owned by 
Defendant LIN.
    M. ``WCWF'' means the CW-affiliated broadcast television station 
located in the Green Bay/Appleton, Wisconsin DMA owned by Defendant 
LIN.
    N. ``WTGS'' means the Fox-affiliated broadcast television station 
located in the Savannah, Georgia DMA.
    O. ``Divestiture Assets'' means all assets, tangible or intangible, 
principally devoted to and necessary for the

[[Page 67458]]

operations of WVTM-TV, WJCL, WALA-TV, WJAR, WLUK-TV, WCWF, and WTGS as 
viable, ongoing commercial broadcast television stations, including, 
but not limited to, all real property (owned or leased) principally 
devoted to and necessary for the operation of the stations, all 
broadcast equipment, office equipment, office furniture, fixtures, 
materials, supplies, and other tangible property principally devoted to 
and necessary for the operation of the stations; all licenses, permits, 
authorizations, and applications therefore issued by the Federal 
Communications Commission (``FCC'') and other government agencies 
related to the stations; all contracts (including programming contracts 
and rights), agreements, network affiliation agreements, leases, and 
commitments and understandings of Defendants principally devoted to and 
necessary for the operation of the stations; all trademarks, service 
marks, trade names, copyrights, patents, slogans, programming 
materials, and promotional materials relating to the stations; all 
customer lists, contracts, accounts, and credit records; and all logs 
and other records maintained by Defendants in connection with the 
stations.

III. Applicability

    A. This Final Judgment applies to Defendants, and all other persons 
in active concert or participation with any of them who receive actual 
notice of this Final Judgment by personal service or otherwise.
    B. If, prior to complying with Sections IV and V of this Final 
Judgment, Defendants sell or otherwise dispose of all or substantially 
all of their assets or of lesser business units that include the 
Defendants' Divestiture Assets, they shall require the purchaser to be 
bound by the provisions of this Final Judgment. Defendants need not 
obtain such an agreement from the Acquirers of the assets divested 
pursuant to this Final Judgment.

IV. Divestitures

    A. Defendants are ordered and directed, within ninety (90) calendar 
days after the filing of the Hold Separate Stipulation and Order in 
this matter or five (5) calendar days after notice of the entry of this 
Final Judgment by the Court, whichever is later, to divest the 
Divestiture Assets to one or more Acquirers 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 shall notify the Court 
in such circumstances. With respect to divestiture of the Divestiture 
Assets by Defendants or a Divestiture Trustee appointed pursuant to 
Section V of this Final Judgment, if applications have been filed with 
the FCC within the period permitted for divestiture seeking approval to 
assign or transfer licenses to the Acquirers of the Divestiture Assets, 
but an order or other dispositive action by the FCC on such 
applications has not been issued before the end of the period permitted 
for divestiture, the period shall be extended with respect to 
divestiture of the Divestiture Assets for which no FCC order has issued 
until five (5) days after such order is issued. Defendants agree to use 
their best efforts to divest the Divestiture Assets as expeditiously as 
possible, including using their best efforts to obtain all necessary 
FCC approvals as expeditiously as possible. This Final Judgment does 
not limit the FCC's exercise of its regulatory powers and process with 
respect to the Divestiture Assets. Authorization by the FCC to conduct 
the divestiture of a Divestiture Asset in a particular manner will not 
modify any of the requirements of this Final Judgment.
    B. The United States in its sole discretion may approve in writing 
of any transition services agreement that may be necessary to 
facilitate the continuous operations of the Divestiture Assets until 
the Acquirers can provide such capabilities independently. The terms 
and conditions of any such transition services agreement shall be 
subject to the approval of the United States, in its sole discretion.
    C. In the event that Defendants are attempting to divest assets 
related to WVTM-TV and WJCL to an Acquirer other than Hearst, assets 
related to WALA-TV to an Acquirer other than Meredith, or assets 
related to WJAR, WLUK-TV, WCWF, and WTGS to an Acquirer other than 
Sinclair:
    (1) Defendants, in accomplishing the divestitures ordered by this 
Final Judgment, promptly shall make known, by usual and customary 
means, the availability of the Divestiture Assets not yet divested;
    (2) Defendants shall inform any person making inquiry regarding a 
possible purchase of the applicable Divestiture Assets that they are 
being divested pursuant to this Final Judgment and provide that person 
with a copy of this Final Judgment;
    (3) Defendants shall offer to furnish to all prospective Acquirers, 
subject to customary confidentiality assurances, all information and 
documents relating to the applicable Divestiture Assets customarily 
provided in a due diligence process except such information or 
documents subject to the attorney-client privilege or work-product 
doctrine; and
    (4) Defendants shall make available such information to the United 
States at the same time that such information is made available to any 
other person.
    D. Defendants shall provide the Acquirers and the United States 
information relating to the personnel involved in the operation and 
management of the applicable Divestiture Assets to enable the Acquirers 
to make offers of employment. Defendants shall not interfere with any 
negotiations by the Acquirers to employ or contract with any employee 
of any Defendant whose primary responsibility relates to the operation 
or management of the applicable Divestiture Assets being sold by the 
Acquirers.
    E. Defendants shall permit the Acquirers of the Divestiture Assets 
to have reasonable access to personnel and to make inspections of the 
physical facilities of the applicable stations; access to any and all 
environmental, zoning, and other permit documents and information; and 
access to any and all financial, operational, or other documents and 
information customarily provided as part of a due diligence process.
    F. Defendants shall warrant to the Acquirers that each Divestiture 
Asset will be operational on the date of sale.
    G. Defendants shall not take any action that will impede in any way 
the permitting, operation, or divestiture of the Divestiture Assets.
    H. Defendants shall warrant to the Acquirers that there are no 
material defects in the environmental, zoning, or other permits 
pertaining to the operation of each asset, and that, following the sale 
of the Divestiture Assets, Defendants will not undertake, directly or 
indirectly, any challenges to the environmental, zoning, or other 
permits relating to the operation of the Divestiture Assets.
    I. Unless the United States otherwise consents in writing, the 
divestitures pursuant to Section IV, or by trustee appointed pursuant 
to Section V of this Final Judgment, shall include the entire 
Divestiture Assets and 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 the Acquirers as part of a viable, ongoing 
commercial television broadcasting business. Divestiture of the 
Divestiture Assets may be made to one or more Acquirers, provided that 
in each instance it is demonstrated to the sole satisfaction of the 
United States that the Divestiture Assets will remain

[[Page 67459]]

viable, and the divestiture of such assets will achieve the purposes of 
this Final Judgment and remedy the competitive harm alleged in the 
Complaint. The divestitures, whether pursuant to Section IV or Section 
V of this Final Judgment:
    (1) Shall be made to Acquirers that, in the United States' sole 
judgment, have the intent and capability (including the necessary 
managerial, operational, technical, and financial capability) of 
competing effectively in the commercial television broadcasting 
business; and
    (2) shall be accomplished so as to satisfy the United States, in 
its sole discretion, that none of the terms of any agreement between 
Acquirers and Defendants gives Defendants the ability unreasonably to 
raise any of the Acquirers' costs, to lower any of the Acquirers' 
efficiency, or otherwise to interfere in the ability of any of the 
Acquirers to compete effectively.

V. Appointment of Trustee

    A. If Defendants have not divested the Divestiture Assets within 
the time period specified in Section IV(A), Defendants shall notify the 
United States of that fact in writing, specifically identifying the 
Divestiture Assets that have not been divested. Upon application of the 
United States, the Court shall appoint a Divestiture Trustee selected 
by the United States and approved by the Court to effect the 
divestiture of the Divestiture Assets that have not yet been divested.
    B. After the appointment of a Divestiture Trustee becomes 
effective, only the Divestiture Trustee shall have the right to sell 
the applicable Divestiture Assets. The Divestiture Trustee shall have 
the power and authority to accomplish the divestiture to an Acquirer 
acceptable to the United States at such price and on such terms as are 
then obtainable upon reasonable effort by the trustee, subject to the 
provisions of Sections IV, V, and VI of this Final Judgment, and shall 
have such other powers as this Court deems appropriate. Subject to 
Section V(D) of this Final Judgment, the Divestiture Trustee may hire 
at the cost and expense of Defendants any investment bankers, 
attorneys, or other agents, who shall be solely accountable to the 
trustee, reasonably necessary in the trustee's judgment to assist in 
the divestiture. Any such investment bankers, attorneys, or other 
agents shall serve on such terms and conditions as the United States 
approves, including confidentiality requirements and conflict of 
interest certifications.
    C. Defendants shall not object to a sale by the trustee on any 
ground other than the trustee's malfeasance. Any such objections by 
Defendants must be conveyed in writing to the United States and the 
Divestiture Trustee within ten (10) calendar days after the trustee has 
provided the notice required under Section VI.
    D. The Divestiture Trustee shall serve at the cost and expense of 
Defendants pursuant to a written agreement, on such terms and 
conditions as the United States approves, including confidentiality 
requirements and conflict of interest certifications. The trustee shall 
account for all monies derived from the sale of the applicable 
Divestiture Assets and all costs and expenses so incurred. After 
approval by the Court of the trustee's accounting, including fees for 
its services yet unpaid and those of any professionals and agents 
retained by the trustee, all remaining money shall be paid to 
Defendants and the trust shall then be terminated. The compensation of 
the Divestiture Trustee and any professionals and agents retained by 
the trustee shall be reasonable in light of the value of the 
Divestiture Assets subject to sale by the Divestiture Trustee and based 
on a fee arrangement providing the trustee with an incentive based on 
the price and terms of the divestiture and the speed with which it is 
accomplished, but timeliness is paramount. If the Divestiture Trustee 
and Defendants are unable to reach agreement on the trustee's or any 
agents' or consultants' compensation or other terms and conditions of 
engagement within 14 calendar days of appointment of the trustee, the 
United States may, in its sole discretion, take appropriate action, 
including making a recommendation to the Court. The Divestiture Trustee 
shall, within three (3) business days of hiring any other professionals 
or agents, provide written notice of such hiring and the rate of 
compensation to Defendants and the United States.
    E. Defendants shall use their best efforts to assist the 
Divestiture Trustee in accomplishing the required divestiture. The 
Divestiture Trustee and any consultants, accountants, attorneys, and 
other agents retained by the trustee shall have full and complete 
access to the personnel, books, records, and facilities of the business 
to be divested, and Defendants shall develop financial and other 
information relevant to such business as the trustee may reasonably 
request, subject to reasonable protection for trade secret or other 
confidential research, development, or commercial information or any 
applicable privileges. Defendants shall take no action to interfere 
with or to impede the Divestiture Trustee's accomplishment of the 
divestiture.
    F. After its appointment, the Divestiture Trustee shall file 
monthly reports with the United States and, as appropriate, the Court 
setting forth the trustee's efforts to accomplish the applicable 
divestiture ordered under this Final Judgment. To the extent such 
reports contain information that the Divestiture Trustee deems 
confidential, such report shall not be filed in the public docket of 
the Court. Such report shall 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 shall describe in detail each 
contact with any such person. The Divestiture Trustee shall maintain 
full records of all efforts made to divest the applicable Divestiture 
Assets.
    G. If the Divestiture Trustee has not accomplished any applicable 
divestiture ordered under this Final Judgment within six (6) months 
after its appointment, the trustee shall promptly file with the Court a 
report setting forth (1) the trustee's efforts to accomplish the 
required divestiture, (2) the reasons, in the trustee's judgment, why 
the required divestiture has not been accomplished, and (3) the 
trustee's recommendations. To the extent such report contains 
information that the Divestiture Trustee deems confidential, such 
report shall not be filed in the public docket of the Court. The 
Divestiture Trustee shall at the same time furnish such report to the 
United States which shall have the right to make additional 
recommendations consistent with the purpose of the trust. The Court 
thereafter shall enter such orders as it shall deem appropriate to 
carry out the purpose of the Final Judgment, which may, if necessary, 
include extending the trust and the term of the Divestiture Trustee's 
appointment by a period requested by the United States.
    H. If the United States determines that the Divestiture Trustee has 
ceased to act or failed to act diligently or in a reasonably cost-
effective manner, it may recommend 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, Defendants or the Divestiture Trustee, whichever 
is then responsible for effecting the divestitures required herein, 
shall notify the United States of any proposed divestiture

[[Page 67460]]

required by Section IV or V of this Final Judgment. If the Divestiture 
Trustee is responsible, it shall similarly notify Defendants. The 
notice shall 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, together with full 
details of the same.
    B. Within fifteen (15) calendar days of receipt by the United 
States of such notice, the United States may request from Defendants, 
the proposed Acquirer, any other third party, or the Divestiture 
Trustee, if applicable, additional information concerning the proposed 
divestiture, the proposed Acquirer, and any other potential Acquirers. 
Defendants and the Divestiture Trustee shall furnish any additional 
information requested within fifteen (15) calendar days of the receipt 
of the request, unless the parties shall otherwise agree.
    C. Within thirty (30) calendar days after receipt of the notice or 
within twenty (20) calendar days after the United States has been 
provided the additional information requested from Defendants, the 
proposed Acquirer, any third party, and the Divestiture Trustee, 
whichever is later, the United States shall provide written notice to 
Defendants and the Divestiture Trustee, if there is one, stating 
whether or not it objects to the proposed divestiture. 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 Section V(C) of this Final Judgment. Absent written 
notice that the United States does not object to the proposed Acquirer 
or upon objection by the United States, a divestiture proposed under 
Section IV or Section V shall not be consummated. Upon objection by 
Defendants under Section V(C), a divestiture proposed under Section V 
shall not be consummated unless approved by the Court.

VII. Financing

    Defendants shall not finance all or any part of any purchase made 
pursuant to Section IV or V of this Final Judgment.

VIII. Hold Separate

    Until the divestitures required by this Final Judgment has been 
accomplished, Defendants shall take all steps necessary to comply with 
the Hold Separate Stipulation and Order entered by this Court. 
Defendants shall take no action that would jeopardize the divestiture 
ordered by this 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 has been completed under Section IV or V of this Final 
Judgment, Defendants shall deliver to the United States an affidavit as 
to the fact and manner of their compliance with Section IV or V of this 
Final Judgment. Each such affidavit shall include 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, any interest in the Divestiture 
Assets, and shall describe in detail each contact with any such person 
during that period. Each such affidavit shall also include a 
description of the efforts Defendants have taken to solicit buyers for 
and complete the sale of the Divestiture Assets, including efforts to 
secure FCC or other regulatory approvals, and to provide required 
information to prospective Acquirers, including the limitations, if 
any, on such information. Assuming the information set forth in the 
affidavit is true and complete, any objection by the United States to 
information provided by Defendants, including limitations on 
information, shall be made within fourteen (14) calendar days of 
receipt of such affidavit.
    B. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, Defendants shall deliver to the United States an 
affidavit that describes in reasonable detail all actions Defendants 
have taken and all steps Defendants have implemented on an ongoing 
basis to comply with Section VIII of this Final Judgment. Each such 
affidavit shall also include a description of the efforts Defendants 
have taken to complete the sale of the Divestiture Assets, including 
efforts to secure FCC or other regulatory approvals. Defendants shall 
deliver to the United States an affidavit describing any changes to the 
efforts and actions outlined in Defendants' earlier affidavits filed 
pursuant to this section within fifteen (15) calendar days after the 
change is implemented.
    C. Defendants shall keep all records of all efforts made to 
preserve and divest the Divestiture Assets until one year after such 
divestiture has been completed.

X. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of any related orders such as any Hold Separate 
Stipulation and Order, or of determining whether the Final Judgment 
should be modified or vacated, and subject to any legally recognized 
privilege, from time to time authorized representatives of the United 
States Department of Justice, including consultants and other persons 
retained by the United States, shall, upon written request of an 
authorized representative of the Assistant Attorney General in charge 
of the Antitrust Division, and on reasonable notice to Defendants, be 
permitted:
    (1) Access during Defendants' office hours to inspect and copy, or 
at the option of the United States, to require Defendants to provide 
hard copies or electronic copy 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, regarding such matters. The interviews shall 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 in charge of the Antitrust Division, 
Defendants shall submit written reports or responses to written 
interrogatories, under oath if requested, relating to any of the 
matters contained in this Final Judgment as may be requested.
    C. No information or documents obtained by the means provided in 
this section shall 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), or for the 
purpose of securing compliance with this Final Judgment, or as 
otherwise required by law.
    D. If at the time information or documents are furnished by 
Defendants to the United States, Defendants represent and identify in 
writing the material in any such information or documents to 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

[[Page 67461]]

Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure,'' then the 
United States shall give Defendants ten (10) calendar days notice prior 
to divulging such material in any legal proceeding (other than a grand 
jury proceeding).

XI. No Reacquisition or Other Prohibited Activities

    Defendants may not (1) reacquire any part of the Divestiture 
Assets, (2) acquire any option to reacquire any part of the Divestiture 
Assets or to assign the Divestiture Assets to any other person, (3) 
enter into any local marketing agreement, joint sales agreement, other 
cooperative selling arrangement, or shared services agreement, or 
conduct other business negotiations jointly with the Acquirers with 
respect to the Divestiture Assets, or (4) provide financing or 
guarantees of financing with respect to the Divestiture Assets, during 
the term of this 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 (1) share news helicopters 
or (2) 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.

XII. Retention of Jurisdiction

    This Court retains jurisdiction to enable any party to this Final 
Judgment to apply to this 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.

XIII. Expiration of Final Judgment

    Unless this Court grants an extension, this Final Judgment shall 
expire ten years from the date of its entry.

XIV. 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 making copies available to the 
public of this Final Judgment, the Competitive Impact Statement, and 
any comments thereon, and the United States' responses to comments. 
Based upon the record before the Court, which includes the Competitive 
Impact Statement and any comments and response to comments filed with 
the Court, entry of this Final Judgment is in the public interest.

Date:
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Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16

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United States District Judge

[FR Doc. 2014-26886 Filed 11-12-14; 8:45 am]
BILLING CODE P
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