Federal Register / Vol. 79, No. 234 / Friday, December 5, 2014 / Notices 72203 

are contained in USITC Publication 

4505 (December 2014), entitled Certain 

Welded Line Pipe from Korea and 

Turkey: Investigation Nos. 701–524–525 

and 731–1260–1261 (Preliminary). 

By order of the Commission. 

Issued: December 1, 2014. 

Lisa R. Barton, 

Secretary to the Commission. 

[FR Doc. 2014–28533 Filed 12–4–14; 8:45 am] 

BILLING CODE 7020–02–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Nexstar Broadcasting 

Group, Inc., Mission Broadcasting, 

Inc., Communications Corporation of 

America and Silver Point Capital Fund, 

L.P.; 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, Hold Separate 

Stipulation and Order, and Competitive 

Impact Statement have been filed with 

the United States District Court for the 

District of Columbia in United States of 

America v. Nexstar Broadcasting Group, 

Inc., Mission Broadcasting, Inc., 

Communications Corporation of 

America and Silver Point Capital Fund, 

L.P., Civil Action No. 1:14–cv–02007. 

On November 26, 2014, the United 

States filed a Complaint alleging that 

Nexstar’s proposed acquisition of 

Communications Corporation of 

America (CCA), by the acquisition of 

control of WEVV–TV in Evansville, 

Indiana, would violate Section 7 of the 

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

Final Judgment, filed the same time as 

the Complaint, requires Nexstar to 

divest WEVV–TV to Bayou City 

Broadcasting Evansville, Inc. or an 

alternative buyer approved by the 

United States. 

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 Department of Justice, 

Antitrust Division’s internet Web site, 

filed with the Court and, under certain 

circumstances, published in the Federal 

Register. Comments should be directed 

to Scott A. Scheele, Chief, 

Telecommunications & Media 

Enforcement Section, Antitrust 

Division, Department of Justice, 

Washington, DC 20530 (telephone: 202– 

514–5621). 

Patricia A. Brink, 

Director of Civil Enforcement. 

IN THE UNITED STATES DISTRICT 

COURT FOR THE DISTRICT OF 

COLUMBIA 

UNITED STATES OF AMERICA, 

Department of Justice, Antitrust Division 

450 5th Street N.W., Suite 7000 

Washington, D.C. 20530 

Plaintiff, 

v. 

NEXSTAR BROADCASTING GROUP, INC., 

545 E. John Carpenter Freeway, Suite 700 

Irving, Texas 75062 

MISSION BROADCASTING, INC., 

30400 Detroit Road 

Westlake, Ohio 44145 

CORPORATION OF AMERICA, 

700 Saint John Street 

Suite 300 

Lafayette, Louisiana 70501 

and 

SILVER POINT CAPITAL FUND, L.P., 

2 Greenwich Plaza, 1st Floor 

Greenwich, Connecticut 06830 

Defendants. 

Case: 1:14–cv–02007 

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 of Communications 

Corporation of America (CCA), a 

wholly-owned subsidiary of Silver Point 

Capital Fund, L.P., by Nexstar 

Broadcasting, Inc. (Nexstar) and Mission 

Broadcasting, Inc. (Mission) (Nexstar 

and Mission are referred to collectively 

as the Buyers), and to obtain other 

equitable relief. The transaction would 

likely lessen competition substantially 

in the sale of broadcast television spot 

advertising in the Evansville, Indiana 

Designated Marketing Area (DMA) of 

the United States in violation of Section 

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

United States alleges as follows: 

I. NATURE OF THE ACTION 

1. Pursuant to a Stock Purchase 

Agreement dated April 24, 2013, 

Nexstar and Mission will acquire all of 

the issued and outstanding voting 

securities of CCA for $270 million. Both 

Nexstar and CCA own or operate many 

broadcast television stations in multiple 

television DMAs across the United 

States. Through various local services 

agreements, Nexstar sells the advertising 

for all of the television stations owned 

by Mission, which Nexstar effectively 

controls. 

2. In Evansville, Indiana, Nexstar 

owns and operates WEHT, an ABC 

broadcast network affiliate. As the 

owner-operator of that station, Nexstar 

sells WEHT’s advertising. Pursuant to a 

local services agreement, Nexstar also 

sells the advertising of WTVW, a CW 

broadcast network affiliate in Evansville 

that is owned by Mission. Accordingly, 

WEHT and WTVW do not meaningfully 

compete with one another for 

advertisers. 

3. In Evansville, CCA owns and 

operates WEVV, a CBS broadcast 

network affiliate. WEVV also operates a 

digital subchannel on which it runs 

television programming affiliated with 

the FOX broadcast network. Although 

Nexstar and Mission intend to transfer 

CCA’s WEVV license to a related third 

party, the third party is expected to have 

Nexstar sell its advertising pursuant to 

a local services or similar agreement. 

Nexstar would likely have effective 

control of this third party as it does of 

Mission. 

4. Currently, Nexstar (on behalf of 

WEHT and WTVW) and CCA (on behalf 

of WEVV) compete for the business of 

local and national advertisers that seek 

spot advertising on broadcast television 

stations in the Evansville, Indiana DMA. 

Advertisers benefit from this 

competition. 5. If consummated, Nexstar’s 

acquisition of control of CCA’s 

advertising would result in Nexstar 

controlling the sale of advertising for 

three out of four major broadcast 

network affiliates (WEHT (ABC) and 

WEVV (CBS & FOX)) and a fourth 

network affiliation (WTVW (CW)) in the 

Evansville, Indiana DMA. Nexstar’s 

already high market share of spot 

advertising in the DMA would increase 

from approximately 42 to 60 percent. 6. The transaction would eliminate 

head-to-head competition between 

Nexstar and CCA and all the benefits 

from this competition. Unless the 

transaction is blocked, it will lead to 

higher prices for broadcast television 

spot advertising in the Evansville, 

Indiana DMA in violation of Section 7 

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

II. JURISDICTION AND VENUE 

7. 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. 

8. Nexstar and CCA sell broadcast 

television spot advertising, a 

commercial activity that substantially 


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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. 

9. Nexstar transacts business and is 

found in the District of Columbia. 

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). Venue is also proper in the 

District of Columbia for defendant 

Nexstar under 28 U.S.C. 1391(d). 

III. THE DEFENDANTS 

10. Nexstar, a Delaware corporation 

with headquarters in Irving, Texas, 

owns or operates 72 broadcast television 

stations located in 41 DMAs in 18 states. 

Nexstar reported revenues of $378 

million for 2013. 

11. Mission, a Delaware corporation 

with headquarters in Westlake, Ohio, 

owns 17 broadcast television stations. 

Nexstar receives substantially all of 

Mission’s available cash and is deemed 

to have a controlling interest in Mission 

under generally accepted accounting 

principles. Accordingly, Mission’s 

economic incentives are aligned with 

Nexstar’s. 

12. CCA, a Delaware corporation with 

headquarters in Lafayette, Louisiana, 

owns or operates 25 broadcast television 

stations in 10 DMAs throughout 

Louisiana, Texas, and Indiana. CCA 

reported revenues of $98.3 million for 

2012. 

13. Silver Point Capital Fund, L.P., 

based in Greenwich, Connecticut, 

controls and is the ultimate parent 

entity of CCA. 

IV. TRADE AND COMMERCE 

A. Broadcast Television Spot 

Advertising Is a Relevant Product 

Market 

14. 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 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 

the major television networks and 

producers of syndicated programs on a 

nationwide basis and broadcast in every 

geographic area where the network or 

syndicated program is aired. 

15. 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. 

Moreover, of all media, broadcast 

television spot advertising reaches the 

largest percentage of all potential 

customers in a particular target 

geographic market and is therefore 

especially effective in introducing, 

establishing, and maintaining the image 

of a product or service. For a significant 

number of advertisers, broadcast 

television spot advertising, because of 

its unique attributes, is an advertising 

medium for which there is no close 

substitute. Advertisers generally do not 

consider other media, such as radio, 

newspapers, or outdoor billboards, to be 

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. 

16. 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 

generally considered within the 

advertising industry as a desirable 

substitute for broadcast television spot 

advertising for two important reasons. 

First, satellite, cable, and other 

subscription content delivery systems 

do not generally have the ‘‘reach’’ of 

broadcast television. Typically in the 

United States, broadcast television can 

reach well over 90% of homes in a 

DMA, while cable television often 

reaches fewer homes. 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 is 

generally viewed as providing a much 

easier and more efficient means for an 

advertiser to reach a high proportion of 

its target demographic. Generally in the 

industry, media buyers purchase 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. 

17. Typically, advertisers do not 

consider internet-based media to be 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. And nonvideo internet advertising (e.g., Web site 

banner advertising) lacks the important 

combination of sight, sound, and motion 

that gives television its impact. 

Consequently, the typical local media 

advertiser purchases internet-based 

advertising primarily as a supplement to 

broadcast television spot advertising. 

18. Consequently, a small but 

significant increase in the price of 

broadcast television spot advertising is 

unlikely to cause a sufficient number of 

broadcast television spot advertising 

customers to switch enough of their 

advertising purchases to other media 

such that the price increase would be 

unprofitable. 

19. 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 transaction 

under Section 7 of the Clayton Act. 

B. The Evansville, Indiana DMA Is the 

Relevant Geographic Market 

20. A Designated Marketing Area or 

DMA is a geographic unit defined by 

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. The Evansville, Indiana 

DMA encompasses 21 counties in 

Indiana, Kentucky, and Illinois. Signals 

from broadcast television stations 

located in the Evansville, Indiana DMA 

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 

ed.), a standard industry reference. 

21. Advertisers use broadcast 

television stations within the 

Evansville, Indiana DMA to reach the 

largest possible number of viewers 

within the entire DMA. Some of these 

advertisers are located in the Evansville, 

Indiana DMA and need to reach 

customers there; others are regional or 

national businesses that want to target 


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consumers in the Evansville, Indiana 

DMA. Advertising on television stations 

outside the Evansville, Indiana DMA is 

not an alternative for these advertisers 

because such stations cannot be viewed 

by the vast majority of potential 

customers within the DMA. Thus, if 

there were a small but significant 

increase in broadcast television spot 

advertising prices within the Evansville, 

Indiana DMA, advertisers would not 

switch enough advertising purchases to 

television stations outside the 

Evansville, Indiana DMA to render the 

price increase unprofitable. 22. The Evansville, Indiana DMA 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 

the purposes of analyzing the proposed 

transaction under Section 7 of the 

Clayton Act. 

C. The Transaction Will Lead to Harm 

to Competition in the Evansville, 

Indiana DMA 

23. Broadcast television stations 

compete for advertisers by offering 

programs that attract viewers to their 

stations. Broadcast television stations 

select programs that appeal to the 

greatest number of viewers and that 

differentiate their stations from other 

stations by appealing to specific 

demographic groups. Advertisers, in 

turn, are interested in using broadcast 

television spot advertising to reach a 

large audience, as well as to reach a 

high proportion of the type of viewers 

that are most likely to buy their 

products. 24. By virtue of its ownership and 

operation of WEHT and the existing 

local services agreement with Mission to 

sell the advertising of WTVW, Nexstar 

currently controls the advertising of two 

broadcast television stations in the 

Evansville, Indiana DMA. Posttransaction, the market would 

effectively become a duopoly, with 

Nexstar controlling the advertising of 

three of the four major network affiliates 

(WEHT (ABC) and WEVV (CBS & FOX)) 

and a fourth network affiliation (WTVW 

(CW)) in the Evansville, Indiana DMA. 

Nexstar’s market share of broadcast 

television spot advertising revenue in 

the Evansville, Indiana DMA would 

increase from 42 to 60 percent. A single 

television station would control the vast 

majority of the remaining 40 percent. 25. Using the Herfindahl-Hirschman 

Index (HHI), a standard measure of 

market concentration (defined and 

explained in Appendix A), the proposed 

transaction would increase substantially 

the already high concentration in the 

Evansville, Indiana DMA broadcast 

television spot advertising market. The 

post-transaction HHI would be 

approximately 5100, representing an 

increase of about 1500 points. 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. 26. In the Evansville, Indiana DMA, 

Nexstar and CCA compete head-to-head 

against each other in the sale of 

broadcast television spot advertising 

and are close substitutes for a significant 

number of advertisers. Advertisers 

benefit from this competition. The 

proposed transaction would end this 

competition and thereby adversely 

affect a substantial volume of interstate 

commerce. 27. After the transaction, a significant 

number of Evansville, Indiana DMA 

advertisers would not be able to reach 

their desired audiences with equivalent 

efficacy unless they advertised on the 

television stations controlled by 

Nexstar. Advertisers would have 

available only one alternative broadcast 

channel. The transaction, therefore, will 

enable Nexstar unilaterally to raise 

prices. Given the structure of the 

Evansville, Indiana DMA, the 

economics of this industry suggest that 

the remaining major competitor will 

have substantial incentives to follow 

suit. 

D. Entry 

28. De novo entry into the Evansville, 

Indiana DMA is unlikely as the Federal 

Communications Commission (FCC) 

regulates entry through the issuance of 

broadcast television spectrum licenses, 

which are difficult to obtain. Even if a 

new license became available, 

commercial success would come, at 

best, over a period of many years. Thus, 

entry into the Evansville, Indiana DMA 

broadcast television spot advertising 

market would not be timely, likely, or 

sufficient to deter post-merger 

anticompetitive effects. 

E. Absence of Efficiencies 

29. Defendants cannot demonstrate 

cognizable, merger-specific efficiencies 

that are sufficient to reverse the 

anticompetitive effects of the proposed 

transaction. 

V. VIOLATION ALLEGED 

30. The United States hereby repeats 

and realleges the allegations of 

paragraphs 1 through 29 as if fully set 

forth herein. 

31. The Buyers’ proposed acquisition 

of CCA would likely lessen competition 

substantially in interstate trade and 

commerce in violation of Section 7 of 

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

would likely have the following effects, 

among others: 

(a) Competition in the sale of 

broadcast television spot advertising in 

the Evansville, Indiana DMA would be 

lessened substantially; 

(b) Competition in the Evansville, 

Indiana DMA between Nexstar and CCA 

in the sale of broadcast television spot 

advertising would be eliminated; and 

(c) The prices for broadcast television 

spot advertising in the Evansville, 

Indiana DMA would likely increase. 

VI. REQUEST FOR RELIEF 

32. The United States requests: 

(a) That the Court adjudge the 

proposed transaction to violate Section 

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

(b) That the Court permanently enjoin 

and restrain the Defendants from 

carrying out the proposed transaction or 

from entering into or carrying out any 

other agreement, understanding, or plan 

by which CCA would be acquired by, 

acquire, or merge with the Buyers; 

(c) That the Court award the United 

States the costs of this action; and 

(d) That the Court award such other 

relief to the United States as the Court 

may deem just and proper. 

Respectfully submitted, 

FOR PLAINTIFF UNITED STATES OF 

AMERICA: 

/s/ lllllllllllllllllll

William J. Baer (D.C. Bar #324723) 

Assistant Attorney General 

/s/ lllllllllllllllllll

Leslie Overton (D.C. Bar #454493) 

Deputy Assistant Attorney General 

/s/ lllllllllllllllllll

Patricia A. Brink 

Director of Civil Enforcement 

/s/ lllllllllllllllllll

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

Chief, Telecom & Media Section 

/s/ lllllllllllllllllll

Lawrence M. Frankel (D.C. Bar #441532) 

Assistant Chief, Telecom & Media Section 

/s/ lllllllllllllllllll

Matthew C. Hammond * 

Trial Attorney, Telecom & Media Section. 

United States Department of Justice, 

Antitrust Division, 450 Fifth Street N.W., 

Suite 7000, Washington, D.C. 20530, Phone: 

202–305–8541, Facsimile: 202–514–6381, 

Email: matthew.hammond@usdoj.gov. 

* Attorney of Record 

Dated: November 26, 2014 

APPENDIX A 

Herfindahl-Hirschman Index 

The tern ‘‘HHI’’ means the HerfindahlHirschman Index, a commonly accepted 


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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 (302 + 302 + 202 + 202 = 2,600). 

The HHI takes into account the relative size 

distribution of the firms in a market. It 

approaches zero when a market is occupied 

by a large number of firms of relatively equal 

size and reaches its maximum of 10,000 

points when a market is controlled by a 

single firm. The HHI increases both as the 

number of firms in the market decreases and 

as the disparity in size between those firms 

increases. 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 

& Federal Trade Commission, Horizontal 

Merger Guidelines § 5.3 (2010). Transactions 

that increase the HHI by more than 200 

points in highly concentrated markets 

presumptively raise antitrust concerns under 

the Guidelines. See id. 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

UNITED STATES OF AMERICA, 

Department of Justice, Antitrust Division 

450 5th Street N.W., Suite 7000 

Washington, D.C. 20530 

Plaintiff, 

v. 

NEXSTAR BROADCASTING GROUP, INC., 

545 E. John Carpenter Freeway, Suite 700 

Irving, Texas 75062 

MISSION BROADCASTING, INC., 

30400 Detroit Road 

Westlake, Ohio 44145 

COMMUNICATIONS CORPORATION OF 

AMERICA, 

700 Saint John Street, Suite 300 

Lafayette, Louisiana 70501 

and 

SILVER POINT CAPITAL FUND, L.P., 

2 Greenwich Plaza, 1st Floor 

Greenwich, Connecticut 06830 

Defendants. 

Case: 1:14–cv–02007 

COMPETITIVE IMPACT STATEMENT 

Plaintiff United States of America (United 

States), pursuant to Section 2(b) of the 

Antitrust Procedures and Penalties Act 

(APPA or the Tunney Act), 15 U.S.C. 16(b)– 

(h), 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 

Pursuant to a Stock Purchase Agreement 

dated April 24, 2013, Nexstar Broadcasting 

Group, Inc. (Nexstar) and Mission 

Broadcasting Inc. (Mission) will acquire all of 

the issued and outstanding voting securities 

of Communications Corporation of America 

(CCA) for $270 million. Both Nexstar and 

CCA own or operate many broadcast 

television stations in multiple television 

Designated Marketing Areas (DMAs) across 

the United States. Through various local 

services agreements, Nexstar sells the 

advertising for all of the television stations 

owned by Mission, which Nexstar effectively 

controls. 

In Evansville, Indiana, Nexstar owns and 

operates WEHT, an ABC broadcast network 

affiliate. As the owner-operator of that 

station, Nexstar sells WEHT’s advertising. 

Pursuant to a local services agreement, 

Nexstar also sells the advertising of WTVW, 

a CW broadcast network affiliate in 

Evansville that is owned by Mission. 

Accordingly, WEHT and WTVW do not 

meaningfully compete with one another for 

advertisers. 

In Evansville, CCA owns and operates 

WEVV, a CBS broadcast network affiliate. 

WEVV also operates a digital subchannel on 

which it runs television programming 

affiliated with the FOX broadcast network. 

Although Nexstar and Mission intend to 

transfer CCA’s WEVV license to a related 

third party, the third party is expected to 

have Nexstar sell its advertising pursuant to 

a local services or similar agreement. Nexstar 

would likely have effective control of this 

third party as it does of Mission. 

Currently, Nexstar (on behalf of WEHT and 

WTVW) and CCA (on behalf of WEVV) 

compete for the business of local and 

national advertisers that seek spot advertising 

on broadcast television stations in the 

Evansville, Indiana DMA. Advertisers benefit 

from this competition. If consummated, 

Nexstar’s acquisition of control of CCA’s 

advertising would result in Nexstar 

controlling the sale of advertising for three 

out of four major broadcast network affiliates 

(WEHT (ABC) and WEVV (CBS & FOX)) and 

a fourth network affiliation (WTVW (CW)) in 

the Evansville, Indiana DMA. Nexstar’s 

already high market share of spot advertising 

in the DMA would increase from 

approximately 42 to 60 percent. Thus, the 

transaction would eliminate head-to-head 

competition between Nexstar and CCA and 

all the benefits from this competition, leading 

to higher prices for broadcast television spot 

advertising in the Evansville, Indiana DMA 

in violation of Section 7 of the Clayton Act, 

15 U.S.C. 18. 

The United States filed a civil antitrust 

Complaint on November 26, 2014, seeking to 

enjoin the proposed transaction. The 

Complaint alleges that the likely effect of this 

transaction would be to lessen competition 

substantially for broadcast television spot 

advertising in the Evansville, Indiana DMA 

in violation of Section 7 of the Clayton Act, 

15 U.S.C. 18. This loss of competition likely 

would result in advertisers paying higher 

prices. 

At the same time the Complaint was filed, 

the United States also filed a Hold Separate 

Stipulation and Order (Hold Separate Order) 

and proposed Final Judgment, which are 

designed to eliminate the anticompetitive 

effects of the transaction. Under the proposed 

Final Judgment, which is explained more 

fully below, Defendants are required to divest 

WEVV located in the Evansville, Indiana 

DMA. Under the terms of the Hold Separate 

Order, Defendants are required to take certain 

steps to ensure that WEVV is operated as a 

competitively independent, economically 

viable, and ongoing business concern, that 

will remain independent and uninfluenced 

by the consummation of the transaction, and 

that competition is maintained during the 

pendency of the ordered divestiture. 

The United States and Defendants have 

stipulated that the proposed Final Judgment 

may be entered after compliance with the 

APPA. Entry of the proposed Final Judgment 

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 

Transaction 

Nexstar, a Delaware corporation with 

headquarters in Irving, Texas, owns or 

operates 72 broadcast television stations 

located in 41 DMAs in 18 states. Nexstar 

reported revenues of $378 million for 2013. 

Mission, a Delaware corporation with 

headquarters in Westlake, Ohio, owns 17 

broadcast television stations. Nexstar 

receives substantially all of Mission’s 

available cash and is deemed to have a 

controlling interest in Mission under 

generally accepted accounting principles. 

Accordingly, Mission’s economic incentives 

are aligned with Nexstar’s. 

CCA, a Delaware corporation with 

headquarters in Lafayette, Louisiana, owns or 

operates 25 broadcast television stations in 

10 DMAs throughout Louisiana, Texas, and 

Indiana. CCA reported revenues of $98.3 

million for 2012. Silver Point Capital Fund, 

L.P., based in Greenwich, Connecticut, 

controls and is the ultimate parent entity of 

CCA. 

The proposed transaction, as initially 

agreed to by Defendants, would lessen 

competition substantially in broadcast 

television spot advertising in the Evansville, 

Indiana DMA as a result of Nexstar’s 

acquisition of CCA. This transaction is the 

subject of the Complaint and proposed Final 

Judgment filed by the United States on 

November 26, 2014. 

B. Anticompetitive Consequences of the 

Proposed Transaction 

1. The Relevant Product Market 

The Complaint alleges that the sale of 

broadcast television spot advertising 

constitutes a relevant product market for 

analyzing this transaction under Section 7 of 

the Clayton Act. 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 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 the major television networks and 

producers of syndicated programs on a 

nationwide basis and broadcast in every 

geographic area where 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 


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types of media. Television combines sight, 

sound, and motion, thereby creating a more 

memorable advertisement. Moreover, of all 

media, broadcast television spot advertising 

reaches the largest percentage of all potential 

customers in a particular target geographic 

market and is therefore especially effective in 

introducing, establishing, and maintaining 

the image of a product or service. For a 

significant number of advertisers, broadcast 

television spot advertising, because of its 

unique attributes, is an advertising medium 

for which there is no close substitute. 

Advertisers generally do not consider other 

media, such as radio, newspapers, or outdoor 

billboards, to be 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. 

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 generally considered within the 

advertising industry as a desirable substitute 

for broadcast television spot advertising for 

two important reasons. First, satellite, cable, 

and other subscription content delivery 

systems do not generally have the ‘‘reach’’ of 

broadcast television. Typically in the United 

States, broadcast television can reach well 

over 90% of homes in a DMA, while cable 

television often reaches fewer homes. 

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 is 

generally viewed as providing a much easier 

and more efficient means for an advertiser to 

reach a high proportion of its target 

demographic. Generally in the industry, 

media buyers purchase 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. 

Typically, advertisers do not consider 

internet-based media to be 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. And 

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, the 

typical local media advertiser purchases 

internet-based advertising primarily as a 

supplement to broadcast television spot 

advertising. 

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 Geographic Market 

The Complaint alleges that the Evansville, 

Indiana DMA constitutes a relevant 

geographic market for purposes of analyzing 

this acquisition under Section 7 of the 

Clayton Act. A Designated Marketing Area or 

DMA is a geographic unit defined by 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 used to analyze 

revenues and shares of broadcast television 

stations in the Investing in Television BIA 

Market Report 2014 (1st ed.), a standard 

industry reference. The Evansville, Indiana 

DMA encompasses 21 counties in Indiana, 

Kentucky, and Illinois. Signals from 

broadcast television stations located in the 

Evansville, Indiana DMA reach viewers 

throughout the DMA, but signals from 

broadcast television stations located outside 

the DMA reach few viewers within the DMA. 

Advertisers can use television stations in 

the DMA to target the largest possible 

number of viewers within the DMA. Some of 

these advertisers are located in the 

Evansville, Indiana DMA and are trying to 

reach consumers that live in the DMA; others 

are regional or national businesses wanting to 

target consumers in the Evansville, Indiana 

DMA. Advertising on television stations 

outside each of the Evansville, Indiana DMA 

is not an alternative for either local, regional, 

or national advertisers, because signals from 

television stations outside of the DMA reach 

relatively few viewers within the DMA. 

Thus, advertising on those stations outside 

the Evansville, Indiana DMA does not reach 

a significant number of potential customers 

within the DMA. 

Consequently, a small but significant 

increase in broadcast television spot 

advertising prices within the Evansville, 

Indiana DMA would not cause advertisers to 

switch enough advertising purchases to 

television stations outside the Evansville, 

Indiana DMA to render the price increase 

unprofitable. 

3. Harm to Competition in the Evansville, 

Indiana DMA 

The Complaint alleges that the proposed 

acquisition would likely 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 the Evansville, 

Indiana DMA would be lessened 

substantially; 

(b) competition in the Evansville, Indiana 

DMA between Nexstar and CCA in the sale 

of broadcast television spot advertising 

would be eliminated; and 

(c) the prices for broadcast television spot 

advertising on broadcast television stations 

in the Evansville, Indiana DMA likely would 

increase. 

By virtue of its ownership and operation of 

WEHT and the existing local services 

agreement with Mission to sell the 

advertising of WTVW, Nexstar currently 

controls the advertising of two broadcast 

television stations in the Evansville, Indiana 

DMA. Post-transaction, the market would 

effectively become a duopoly, with Nexstar 

controlling the advertising of three of the four 

major network (WEHT (ABC) and WEVV 

(CBS & FOX)) and a fourth network affiliation 

(WTVW (CW)) in the Evansville, Indiana 

DMA. Nexstar’s market share of broadcast 

television spot advertising revenue in the 

DMA would increase from 42 to 60 percent. 

A single television station would control the 

vast majority of the remaining 40 percent. 

Using the Herfindahl-Hirschman Index 

(HHI), a standard measure of market 

concentration (defined and explained in 

Appendix A to the Complaint), the proposed 

transaction would increase substantially the 

already high concentration in the Evansville, 

Indiana DMA broadcast television spot 

advertising market. The post-transaction HHI 

would be approximately 5100, representing 

an increase of about 1500 points. 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. 

In the Evansville, Indiana DMA, Nexstar 

and CCA compete head-to-head against each 

other in the sale of broadcast television spot 

advertising. They are close substitutes for 

each other for a significant number of 

advertisers. Moreover, advertisers typically 

find it cost-effective to reach their target 

audience by buying time from multiple 

stations in a DMA. In negotiating rates with 

any one television station, advertisers benefit 

from competition between stations because 

they can put together an ad buy with the 

other stations in the DMA. The proposed 

transaction would end this type of 

competition between Nexstar and CCA and 

thereby adversely affect a substantial volume 

of interstate commerce. After the transaction, 

it is likely that a significant number of 

Evansville, Indiana DMA advertisers would 

not be able to reach their desired audiences 

with equivalent efficacy unless they 

advertised on the television stations 

controlled by Nexstar. By leaving advertisers 

with only one alternative broadcast channel, 

the transaction will enable Nexstar 

unilaterally to raise prices. Given the 

structure of the Evansville, Indiana DMA, the 

economics of this industry suggest that the 

remaining major competitor will have 

substantial incentives to follow suit. 

4. Lack of Countervailing Factors 

The Complaint alleges that entry in the 

Evansville, Indiana DMA’s broadcast 

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 a 

Federal Communications Commission (FCC) 

license, which is difficult to obtain. Even if 

a new station became operational, 

commercial success would come over a 

period of many years. In addition, there are 

no merger-specific efficiencies that would 

alleviate the harm from the transaction. 


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III. EXPLANATION OF THE PROPOSED 

FINAL JUDGMENT 

The divestiture requirement of the 

proposed Final Judgment will eliminate the 

anticompetitive effects of the transaction in 

the Evansville, Indiana DMA by establishing 

a new, independent, and economically viable 

competitor, which will maintain the status 

quo in the DMA. The proposed Final 

Judgment requires Defendants to divest the 

Divestiture Assets to Bayou City Broadcasting 

Evansville, Inc. (Bayou City), an acquirer 

selected by Defendants and approved by the 

United States, in a manner consistent with 

the Final Judgment and the Hold Separate 

Order in this case. If Bayou City is unable to 

complete the purchase, the Defendants 

would be required to divest the Divestiture 

Assets to another buyer, approved by the 

United States in its sole discretion. 

Defendants are required to use their best 

efforts to accomplish the divestitures ordered 

by this Final Judgment as expeditiously as 

possible and in such a way as to satisfy the 

United States in its sole discretion that the 

operations can and will be operated by the 

purchaser as a viable, ongoing business that 

can compete effectively in the relevant 

market. Because the transfer of the 

Divestiture Assets to Bayou City requires 

Federal Communications Commission (FCC) 

approval, Defendants are specifically 

required to use their best efforts to obtain all 

necessary FCC approvals as expeditiously as 

possible. The divestiture pursuant to this 

Section shall take place within five (5) 

calendar days of entry of the Final Judgment 

or within 90 days of the filing of the 

Complaint, whichever is later. Defendants 

must take all reasonable steps necessary to 

accomplish the divestiture quickly and shall 

cooperate with prospective purchasers. 

In the event that Defendants do not 

accomplish the divestiture within the periods 

prescribed in the proposed Final Judgment, 

or it becomes apparent that Bayou City is 

unwilling or unable to complete its purchase 

of the Divestiture Assets, the Final Judgment 

provides that the Court will appoint a trustee 

selected by the United States to effect the 

divestiture. The United States may, after 

three months, determine not to seek 

appointment of a trustee if it believes the 

circumstances warrant allowing the 

Defendants more time. Under such 

circumstances, however, the United States 

may, at any time, exercise its right to select 

a trustee for the Court to appoint. If a trustee 

is appointed, the proposed Final Judgment 

provides that Defendants will pay all costs 

and expenses of the trustee. The trustee’s 

commission will be structured so as to 

provide an incentive for the trustee based on 

the price obtained and the speed with which 

the divestiture is accomplished. After his or 

her appointment becomes effective, the 

trustee will file monthly reports with the 

Court and the United States setting forth his 

or her efforts to accomplish the divestiture. 

At the end of six (6) months, if the divestiture 

has not been accomplished, the trustee and 

the United States will make 

recommendations to the Court, which shall 

enter such orders as appropriate, in order to 

carry out the purpose of the trust, including 

extending the trust or the term of the trustee’s 

appointment. 

The divestiture provisions of the proposed 

Final Judgment will eliminate the 

anticompetitive effects of the transaction in 

broadcast television spot advertising in the 

Evansville, Indiana DMA. 

The proposed Final Judgment also bars 

Nexstar from reacquiring the Divestiture 

Assets for the ten-year period of the decree. 

Nexstar can only affiliate with either FOX or 

CBS (WEVV’s current network affiliates) a 

year or more from the filing of the Complaint, 

contingent on the United States’ approval in 

its sole discretion. 

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 United States 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 

U.S. Department of Justice, Antitrust 

Division’s internet Web site and, under 

certain circumstances, published in the 

Federal Register. 

Written comments should be submitted to: 

Scott A. Scheele, Chief, Telecom & Media 

Enforcement Section, Antitrust Division, U.S. 

Department of Justice, 450 5th Street NW., 

Suite 7000, Washington, DC 20530. 

The proposed Final Judgment provides that 

the Court retains jurisdiction over this action, 

and the parties may apply to the Court for 

any order necessary or appropriate for the 

modification, interpretation, or enforcement 

of the Final Judgment. 

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 the 

contemplated transaction. 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 the Evansville, Indiana DMA. 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. U.S. 

Airways Group, Inc., No. 13-cv-1236(CKK), 

2014–1Trade Cas. (CCH) ¶ 78,748, 2014 U.S. 

Dist. LEXIS 57801, at *7 (D.D.C. Apr. 25, 

2014) (noting court has broad discretion to 

review adequacy of relief at issue); United 

States v. InBev N.V./S.A., No. 08–1965(JR), 

2009–2 Trade Cas. (CCH) ¶ 76,736, 2009 U.S. 

Dist. LEXIS 84787, at *3, (D.D.C. Aug. 11, 


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1The 2004 amendments to the APPA 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 APPA review). 

2Cf. 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’’’). 

3See 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., No. 73–CV–681–W–1, 1977–1 Trade 

Cas. (CCH) ¶ 61,508, at 71,980, *22 (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, 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.’’). 

2009) (noting that 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’’).1

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, 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).2 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). 

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 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 to the APPA, 

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 

APPA). The language wrote into the statute 

what Congress intended when it enacted the 

APPA 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 11.3 A court may 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. 

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. 

Respectfully submitted, 

/s/ lllllllllllllllllll

Matthew C. Hammond 

Trial Attorney, U.S. Department of Justice, 

Antitrust Division, Telecom & Media, 450 5th 

Street NW., Suite 7000, Washington, DC 

20530, Phone: 202–305–8541, Fax: 202–514– 

6381, Email: matthew.hammond@usdoj.gov 

Counsel for Plaintiff United States of 

America 

Dated: November 26, 2014 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

UNITED STATES OF AMERICA, 

Plaintiff, 

v. 

NEXSTAR BROADCASTING GROUP, INC., 

MISSION BROADCASTING, INC., 

COMMUNICATIONS CORPORATION OF 

AMERICA 

and 

SILVER POINT CAPITAL FUND, L.P., 

Defendants. 


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Case: 1:14–cv–02007 

PROPOSED FINAL JUDGMENT 

WHEREAS, plaintiff, the United States of 

America, having filed its Complaint on ll, 

and plaintiff and defendants Nexstar 

Broadcasting Group, Inc. (‘‘Nexstar’’); 

Mission Broadcasting, Inc. (‘‘Mission’’); 

Communications Corporation of America 

(‘‘CCA’’) and Silver Point Capital Fund, L.P., 

by their respective attorneys, having 

consented to the entry of this Final Judgment 

without trial or adjudication of any issue of 

fact or law herein, and without this Final 

Judgment constituting any evidence against 

or an admission by any party with respect to 

any issue of law or fact herein; 

AND WHEREAS, defendants have agreed 

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 the Divestiture Assets to assure 

that competition is not substantially 

lessened; 

AND WHEREAS, the United States 

requires certain divestitures to be made 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 hereby 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. ‘‘Nexstar’’ means defendant Nexstar 

Broadcasting Group, Inc., a Delaware 

corporation with its headquarters in Irving, 

Texas, its successors and assigns, and its 

subsidiaries, divisions, groups, affiliates, 

partnerships and joint ventures, and their 

directors, officers, managers, agents, and 

employees. 

B. ‘‘Mission’’ means defendant Mission 

Broadcasting, Inc. a Delaware corporation 

with its headquarters in Westlake, Ohio, its 

successors and assigns, and its subsidiaries, 

divisions, groups, affiliates, partnerships and 

joint ventures, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘CCA’’ means Communications 

Corporation of America, a Delaware 

corporation headquartered in Lafayette, 

Louisiana, its successors and assigns, and its 

subsidiaries, divisions, groups, affiliates, 

partnerships and joint ventures, and their 

directors, officers, managers, agents, and 

employees. 

D. ‘‘Silver Point’’ means Silver Point 

Capital Fund, L.P., a Delaware limited 

partnership headquartered in Greenwich, 

Connecticut, its successors and assigns, and 

its subsidiaries, divisions, groups, affiliates, 

partnerships and joint ventures, and their 

directors, officers, managers, agents, and 

employees. 

E. ‘‘Acquirer’’ means BCBE, or another 

entity to which the defendants divest the 

Divestiture Assets. 

F. ‘‘BCBE’’ means Bayou City Broadcasting 

Evansville, Inc., a Delaware corporation 

headquartered in Boston, Massachusetts, its 

successors and assigns, and its subsidiaries, 

divisions, groups, affiliates, partnerships and 

joint ventures, and their directors, officers, 

managers, agents, and employees. 

G. ‘‘WEVV–TV’’ means the broadcast 

television station located in the Evansville, 

Indiana DMA owned by defendant CCA 

operating on virtual Channel 44. 

H. ‘‘Divestiture Assets’’ means all of the 

assets, tangible or intangible, used in the 

operation of WEVV–TV, including, but not 

limited to, all real property (owned or leased) 

used in the operation of the station, all 

broadcast equipment, office equipment, 

office furniture, fixtures, materials, supplies, 

and other tangible property used in the 

operation of the station; all licenses, permits, 

authorizations, and applications therefore 

issued by the Federal Communications 

Commission (‘‘FCC’’) and other government 

agencies related to that station; all contracts 

(including programming contracts and 

rights), agreements, network affiliation 

agreements, leases and commitments and 

understandings of defendant CCA relating to 

the operation of WEVV–TV; all trademarks, 

service marks, trade names, copyrights, 

patents, slogans, programming materials, and 

promotional materials relating to WEVV–TV; 

all customer lists, contracts, accounts, and 

credit records; and all logs and other records 

maintained by defendant CCA in connection 

with WEVV–TV. 

I. ‘‘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 ed.). 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. 

III. Applicability 

A. This Final Judgment applies to Nexstar, 

Mission, CCA, and Silver Point as defined 

above, 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 Acquirer of the assets 

divested pursuant to the Final Judgment. 

IV. Divestitures 

A. Defendants are ordered and directed to 

divest the Divestiture Assets to an Acquirer 

acceptable to the United States in its sole 

discretion, in a manner consistent with this 

Final Judgment and the Hold Separate 

Stipulation and Order in this case. The 

divestiture pursuant to this Section shall take 

place within ninety (90) calendar days after 

the filing of the Complaint in this matter or 

five (5) days after notice of entry of this Final 

Judgment by the Court, whichever is later. 

The United States, in its sole discretion, may 

agree to an extension of this time period not 

to exceed thirty (30) calendar days, and shall 

notify the Court in such circumstances. 

Defendants shall use their best efforts to 

accomplish the divestiture ordered by this 

Final Judgment as expeditiously as possible, 

including using their best efforts to obtain all 

necessary FCC approvals as expeditiously as 

possible. 

B. In the event that defendants are 

attempting to divest the assets to an Acquirer 

other than BCBE, in accomplishing the 

divestiture ordered by this Final Judgment, 

(1) Defendants promptly shall make 

known, by usual and customary means, the 

availability of the Divestiture Assets; 

(2) Defendants shall inform any person 

making inquiry regarding a possible purchase 

of the 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 Divestiture 

Assets customarily provided in a due 

diligence process except such information or 

documents subject to the attorney-client 

privileges 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. 

C. Defendants shall provide the Acquirer 

and the United States information relating to 

the personnel involved in the operation and 

management of the Divestiture Assets to 

enable the Acquirer to make offers of 

employment. Defendants shall not interfere 

with any negotiations by the Acquirer to 

employ or contract with any employee of any 

defendant whose primary responsibility is 

the operation or management of the 

Divestiture Assets. 

D. Defendants shall permit the Acquirer of 

the Divestiture Assets to have reasonable 

access to personnel and to make inspections 

of the physical facilities of WEVV-TV; 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. 

E. Defendants shall warrant to the Acquirer 

that each asset will be operational on the date 

of sale. 

F. Defendants shall not take any action that 

will impede in any way the permitting, 

operation, or divestiture of the Divestiture 

Assets. 

G. Defendants shall warrant to the Acquirer 

that there are no material defects in the 

environmental, zoning, or other permits 

pertaining to the operation of each asset, and 


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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. 

H. Unless the United States otherwise 

consents in writing, the divestiture 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 Acquirer as part of 

a viable, ongoing commercial television 

broadcasting business and the divestiture of 

such assets will achieve the purposes of this 

Final Judgment and remedy the competitive 

harm alleged in the Complaint. The 

divestiture, whether pursuant to Section IV 

or Section V of this Final Judgment: 

(1) shall be made to an Acquirer that, in 

the United States’ sole judgment, has the 

intent and capability (including the 

necessary managerial, operational, technical, 

and financial capability) of competing 

effectively in the television broadcasting 

business in the Evansville, Indiana DMA; 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 

the Acquirer and defendants gives 

defendants the ability unreasonably to raise 

the Acquirer’s costs, to lower the Acquirer’s 

efficiency, or otherwise to interfere in the 

ability of the Acquirer to compete effectively. 

V. Appointment of Trustee 

A. If either (a) the defendants have not 

divested the Divestiture Assets within the 

time period specified in Paragraph IV(A), or 

(b) the defendants have reason to believe that 

BCBE may be unable to complete the 

purchase of the Divestiture Assets, 

defendants shall notify the United States of 

that fact in writing. 

B. If (a) the defendants have not divested 

the Divestiture Assets within the time period 

specified in Paragraph IV(A), or (b) the 

United States decides in its sole discretion 

that BCBE is likely to be unable to complete 

the purchase of the Divestiture Assets, upon 

application of the United States in its sole 

discretion, the Court shall appoint a trustee 

selected by the United States and approved 

by the Court to effect the divestiture of the 

Divestiture Assets. 

C. After the appointment of a trustee 

becomes effective, only the trustee shall have 

the right to sell the Divestiture Assets. The 

trustee shall have the power and authority to 

accomplish the divestiture to an Acquirer, 

and in a manner, acceptable to the United 

States in its sole discretion 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 Paragraph V(D) of this Final 

Judgment, the 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. 

Defendants shall inform any person making 

an inquiry regarding a possible purchase of 

the Divestiture Assets that they are being 

divested pursuant to this Final Judgment and 

provide that person with a copy of this Final 

Judgment and contact information for the 

trustee. 

D. Defendants shall not object to a sale by 

the trustee on any ground other than the 

trustee’s malfeasance. Any such objection by 

defendants must be conveyed in writing to 

the United States and the trustee within ten 

(10) calendar days after the trustee has 

provided the notice required under Section 

VI. 

E. The trustee shall serve at the cost and 

expense of defendants, 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 assets sold by the trustee 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 trustee and any 

professionals and agents retained by the 

trustee shall be reasonable in light of the 

value of the Divestiture Assets 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 trustee and Defendants are 

unable to reach agreement on the trustee’s 

compensation or other terms and conditions 

within fourteen (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. 

F. Defendants shall use their best efforts to 

assist the trustee in accomplishing the 

required divestiture. The trustee and any 

consultants, accountants, attorneys, and 

other persons 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. Defendants shall 

take no action to interfere with or to impede 

the trustee’s accomplishment of the 

divestiture. 

G. After his or her appointment, the trustee 

shall file monthly reports with the United 

States and, as appropriate, the Court setting 

forth the trustee’s efforts to accomplish the 

divestiture ordered under this Final 

Judgment. To the extent such reports contain 

information that the trustee deems 

confidential, such reports shall not be filed 

in the public docket of the Court. Such 

reports 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 trustee 

shall maintain full records of all efforts made 

to divest the Divestiture Assets. 

H. If the trustee has not accomplished the 

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 have 

not been accomplished, and (3) the trustee’s 

recommendations. To the extent that such 

report contains information that the trustee 

deems confidential, such report shall not be 

filed in the public docket of the Court. The 

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 trustee’s appointment by a period 

requested by the United States. 

I. If the United States determines that the 

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 trustee. 

VI. Notice of Proposed Divestiture 

A. Within two (2) business days following 

execution of a definitive divestiture 

agreement, defendants or the trustee, 

whichever is then responsible for effecting 

the divestiture required herein, shall notify 

the United States of any proposed divestiture 

required by Section IV or V of this Final 

Judgment. If the 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 trustee if applicable, 

additional information concerning the 

proposed divestiture, the proposed Acquirer, 

and any other potential Acquirer. Defendants 

and the 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 trustee, 

whichever is later, the United States, in its 

sole discretion, shall provide written notice 

to defendants and the trustee, if there is one, 

stating whether or not it objects to the 


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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 Paragraph V(D) 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 Paragraph V(D), 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 divestiture 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, 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) 

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. 

B. 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 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 limitation on information, shall be 

made within fourteen (14) days of receipt of 

such affidavit. 

C. Within twenty (20) calendar days of the 

filing of the Complaint in this matter, each 

defendant 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. 

D. 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 Order, or of determining 

whether the Final Judgment should be 

modified or vacated, and subject to any 

legally recognized privilege, from time to 

time duly 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 copies of, 

all books, ledgers, accounts, records, data and 

documents in the possession, custody or 

control of defendants, relating to any matters 

contained in this Final Judgment; and 

(2) to interview, either informally or on the 

record, defendants’ officers, employees, or 

agents, who may have their individual 

counsel present, 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 the Assistant 

Attorney General in charge of the Antitrust 

Division, defendants shall submit such 

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 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 

A. 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 

Acquirer 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 

that is approved in advance by the United 

States in its sole discretion. 

B. Notwithstanding any prohibition in this 

section, Defendants may acquire an 

affiliation with the FOX or CBS broadcast 

networks serving the Evansville, Indiana 

DMA during the period of this Final 

Judgment only if all of the following 

conditions are met: 

(1) at least one year has elapsed from the 

date of the filing of the Complaint in this 

matter; 

(2) Defendants notify the Department of 

Justice in writing of their intention to acquire 

the FOX or CBS affiliation in Evansville; and 

(3) the Department of Justice acting in its 

sole discretion gives its approval for the 

Defendants to acquire the FOX or CBS 

affiliation in Evansville. 

Within ten (10) business days of receiving 

notice from the Defendants, the Department 

will respond in writing giving its approval or 

requesting additional information from the 

Defendants. Within fifteen (15) business days 

of receiving the requested additional 

information, the Department will respond in 

writing either giving or withholding its 

approval. 

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 (10) years 

from the date of its entry. 

XV. 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’ 


wreier-aviles on DSK5TPTVN1PROD with NOTICES
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responses to comments. Based upon the 

record before the Court, which includes the 

Competitive Impact Statement and any 

comments and responses to comments filed 

with the Court, entry of this Final Judgment 

is in the public interest. 

Date: llllllllllllllllll

Court approval subject to procedures of 

Antitrust Procedures and Penalties Act, 15 

U.S.C. 16. 

lllllllllllllllllllll

United States District Judge 

[FR Doc. 2014–28585 Filed 12–4–14; 8:45 am] 

BILLING CODE 4410–11–P 

DEPARTMENT OF JUSTICE 

Foreign Claims Settlement 

Commission 

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

11–14] 

Sunshine Act Meeting 

The Foreign Claims Settlement 

Commission, pursuant to its regulations 

(45 CFR part 503.25) and the 

Government in the Sunshine Act (5 

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

regard to the scheduling of open 

meetings as follows: 

Tuesday, December 16, 2014: 10:00 

a.m.—Oral hearings on Objection to 

Commission’s Proposed Decisions in 

Claim Nos. IRQ–I–023 and IRQ–I–024. 

Status: Open. 

All meetings are held at the Foreign 

Claims Settlement Commission, 600 E 

Street NW., Washington, DC. Requests 

for information, or advance notices of 

intention to observe an open meeting, 

may be directed to: Patricia M. Hall, 

Foreign Claims Settlement Commission, 

600 E Street NW., Suite 6002, 

Washington, DC 20579. Telephone: 

(202) 616–6975. 

Brian M. Simkin, 

Chief Counsel. 

[FR Doc. 2014–28663 Filed 12–3–14; 11:15 am] 

BILLING CODE 4410–BA–P 

DEPARTMENT OF LABOR 

Office of the Secretary 

Agency Information Collection 

Activities; Submission for OMB 

Review; Comment Request; Focus 

Groups for Evaluating the 

Effectiveness of Employee Retirement 

Income Security Act Section 408(b)(2) 

Disclosure Requirements 

ACTION: Notice. 

SUMMARY: The Department of Labor 

(DOL) is submitting the Employee 

Benefits Security Administration 

(EBSA) sponsored information 

collection request (ICR) proposal titled, 

‘‘Focus Groups for Evaluating the 

Effectiveness of Employee Retirement 

Income Security Act Section 408(b)(2) 

Disclosure Requirements,’’ to the Office 

of Management and Budget (OMB) for 

review and approval for use in 

accordance with the Paperwork 

Reduction Act (PRA) of 1995 (44 U.S.C. 

3501 et seq.). Public comments on the 

ICR are invited. 

DATES: The OMB will consider all 

written comments that agency receives 

on or before January 5, 2015. 

ADDRESSES: A copy of this ICR with 

applicable supporting documentation; 

including a description of the likely 

respondents, proposed frequency of 

response, and estimated total burden 

may be obtained free of charge from the 

RegInfo.gov Web site at http://

www.reginfo.gov/public/do/

PRAViewICR?ref_nbr=201408-1210-004 

(this link will only become active on the 

day following publication of this notice) 

or by contacting Michel Smyth by 

telephone at 202–693–4129 (this is not 

a toll-free number) or by email at DOL_

PRA_PUBLIC@dol.gov. 

Submit comments about this request 

by mail or courier to the Office of 

Information and Regulatory Affairs, 

Attn: OMB Desk Officer for DOL–EBSA, 

Office of Management and Budget, 

Room 10235, 725 17th Street NW., 

Washington, DC 20503; by Fax: 202– 

395–5806 (this is not a toll-free 

number); or by email: OIRA_

submission@omb.eop.gov. Commenters 

are encouraged, but not required, to 

send a courtesy copy of any comments 

by mail or courier to the U.S. 

Department of Labor-OASAM, Office of 

the Chief Information Officer, Attn: 

Departmental Information Compliance 

Management Program, Room N1301, 

200 Constitution Avenue NW., 

Washington, DC 20210; or by email: 

DOL_PRA_PUBLIC@dol.gov. 

FOR FURTHER INFORMATION: Contact 

Michel Smyth by telephone at 202–693– 

4129 (this is not a toll-free number) or 

by email at DOL_PRA_PUBLIC@dol.gov. 

Authority: 44 U.S.C. 3507(a)(1)(D). 

SUPPLEMENTARY INFORMATION: This ICR 

seeks PRA authority for focus groups to 

be used for evaluating the effectiveness 

of Employee Retirement Income 

Security Act (ERISA) section 408(b)(2) 

disclosure requirements. The ERISA 

requires a plan fiduciary, when 

selecting and monitoring service 

providers and plan investments, to act 

prudently and solely in the interest of 

plan participants and beneficiaries. A 

responsible plan fiduciary must also 

ensure that any arrangement with a 

service provider is reasonable and that 

only reasonable compensation is paid 

for services. Fundamental to the ability 

of fiduciaries to discharge these 

obligations is obtaining information 

sufficient to enable them to make 

informed decisions about an employee 

benefit plan’s services, the costs of such 

services, and the service providers. This 

ICR is designed to explore current 

practices and effects of a final regulation 

published in the Federal Register on 

February 3, 2012, to implement section 

408(b)(2) and to gather information 

about the need for a guide, summary, or 

similar tool to help a responsible plan 

fiduciary navigate through and 

understand the disclosures. See 77 FR 

5632. The EBSA intends to use 

information collected from the focus 

groups: (1) To assess responsible plan 

fiduciaries’ experience in receiving the 

disclosures the 408(b)(2) regulations 

require; (2) to assess the effectiveness of 

the disclosures in helping plan 

fiduciaries make decisions; (3) to 

determine how well plan fiduciaries 

understand the disclosures, especially 

in the small plan marketplace (100 

participants or less); and (4) to evaluate 

whether, and how, a guide, summary, or 

similar tool would help a fiduciary 

understand the disclosures. The focus 

group results will be used to inform and 

support a notice of final rulemaking for 

the guide requirement. 

This proposed information collection 

is subject to the PRA. A Federal agency 

generally cannot conduct or sponsor a 

collection of information, and the public 

is generally not required to respond to 

an information collection, unless it is 

approved by the OMB under the PRA 

and displays a currently valid OMB 

Control Number. In addition, 

notwithstanding any other provisions of 

law, no person shall generally be subject 

to penalty for failing to comply with a 

collection of information if the 

collection of information does not 

display a valid Control Number. See 5 

CFR 1320.5(a) and 1320.6. For 

additional information, see the related 

notice published in the Federal Register 

on March 12, 2014 (79 FR 14085). 

Interested parties are encouraged to 

send comments to the OMB, Office of 

Information and Regulatory Affairs at 

the address shown in the ADDRESSES

section within thirty (30) days of 

publication of this notice in the Federal 

Register. In order to help ensure 

appropriate consideration, comments 

should mention OMB ICR Reference 

Number 201408–1210–004. The OMB is 

particularly interested in comments 

that: 


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