The Topline from TVND.com


Sinclair Makes Its Move For Scripps

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From 34,000 feet at 419 knots aboard Delta flight 2119, heading west. We’re trying are writing this on our trusty iPhone rather than our usual laptop keyboard, so spelling and punctuation may suffer throughout…

We really thought that the holiday week would be on the slow side when it came to TV industry news, given that everyone would be trying to sort out what they were truly thankful for. But we should have known that once the Truth Social “pothole” popped up on the road to getting the Nexstar-TEGNA deal to its destination of success, then the speed limit for developments would be off, much like on the autobahn in Germany.

(Sorry, we are not sure why we are stuck on the whole automotive theme this week, but you’re just going to have roll with us for now.)

After the President of these United States seemed to be supporting Newsmax CEO Christopher Ruddy’s objection to Perry Sook and Nexstar’s plan to hook up TEGNA’s assets and barrel down the Mass (Media) Pike like one of those tandem-trailer trucks as the biggest, baddest owner of local TV stations, now Monday brings word that Sinclair CEO Chris Ripley has presented an “actionable offer” to acquire E.W. Scripps by buying up the 90% of the latter’s shares that Sinclair doesn’t already own.

In other words, Ripley is going to drive a bulldozer from his HQ outside of Baltimore down to the Scripps Tower in downtown Cincinnati. While this seems like an unwelcome, if not downright hostile takeover, there appears to be some key differences in Sinclair’s approach for Scripps from Nexstar’s play for TEGNA.

The biggest being that Ripley seems to acknowledge that Sinclair may not end up with all of Scripps’ local TV stations. Variety reports that in its SEC filing Sinclair states “We are confident that under existing rules, including the national cap, the transaction can be completed in a timely manner with limited select divestitures.” That suggests a combined Sinclair-Scripps would not own 225 total stations, but a smaller figure.

We have to believe that means that Sinclair is planning to have to live with a 39% ownership cap staying unchanged by the FCC or ultimately Congress, despite whatever Commission Chair Brendan Carr ultimately does about deregulation. Of course that doesn’t mean the new Scripps (yes, Sinclair claims it wants to keep the name for the new entity) couldn’t keep using the old Sinclair playbook of having some stations from the transaction spun off to friendly “sidecar” companies like Cunningham, Deerfield, etc.

The Sinclair (SBGI) offer is for $7 a share of outstanding stock in E.W. Scripps (SSP). But in the SEC filing the details are that the offer is $2.72 in cash and $4.28 in shares of the newly combined company. The cash figure is better than where Scripps shares were trading before the news of Sinclair taking a stake in the stock of Scripps.

But this is still another merger to create a bigger local television owner. And that is just the thing that Newsmax CEO Christopher Ruddy was taking Nexstar to the PR “woodshed” last week. Plus, the name Christopher Ruddy is well known to the executives of Sinclair.

Back in 2017, during the first Trump administration, Sinclair launched a $3.9 billion dollar offer to acquire Tribune Media (remember them?) Much like his objections to Nexstar’s bid for TEGNA, Ruddy became a vocal critic of Sinclair’s plans, claiming the deal would hurt “media diversity and squeeze smaller (and conservative) networks like his Newsmax channel.

Ultimately, the Sinclair bid for Tribune collapsed under regulatory scrutiny in 2018, giving a victory to Ruddy and the oddly aligned public interest groups who also opposed the deal. Ironically enough, Nexstar would come down the same “highway” not long after and acquire Tribune Media’s stations, making it the largest owner of local TV stations and giving it important major market stations like New York’s WPIX, LA’s KTLA and Chicago’s WGN. (Though Nexstar plays the “sidecar” game too, as WPIX is technically owned by Mission Broadcasting, to help keep Nexstar under the 39% cap.)

So far, we haven’t seen word of Christopher Ruddy going after Sinclair’s offer for Scripps with the same objections that he went on his Newsmax to lobby against Nexstar. The question is whether he will and if he does, will the man who has the desk in the Oval Office inside the White House agree with him?

We’re reminded about that road that was “paved with good intentions.” And at the moment, there may not be a lot of “Happy Motoring” to found on the highways of the merger maps being consulted by the nation’s biggest television station owners.

As for us, we’re up to 425 knots and it’s been a pretty smooth ride.

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