Tribune withdraws from Sinclair merger, saying it will sue for ‘breach of contract’

Tribune Media will withdraw from its $3.9 billion merger with Sinclair Broadcast Group, saying it would sue Sinclair for “breach of contract” over its failed negotiations with regulators over the deal. “In light of the FCC’s unanimous decision, referring the issue of Sinclair’s conduct for a hearing before an administrative law judge, our merger cannot be completed within an acceptable time frame, if ever,” said Peter Kern, Tribune’s chief executive officer. “This uncertainty and delay would be detrimental to our company and our shareholders. Accordingly, we have exercised our right to terminate the Merger Agreement, and, by way of our lawsuit, intend to hold Sinclair accountable." Tribune  filed the lawsuit in the Delaware Chancery Court, seeking compensation for all losses incurred as a result of Sinclair’s material breaches of the Merger Agreement.

Tribune said said that Sinclair had engaged in “unnecessarily aggressive and protracted negotiations” with the government. Tribune said that Sinclair “refused to sell stations in the markets as required to obtain approval, and proposed aggressive divestment structures and related-party sales that were either rejected outright or posed a high risk of rejection and delay—all in derogation of Sinclair’s contractual obligations.”

Tribune Media operates 42 TV stations and WGN radio, and reaches more than 43 percent of the nation including major markets like New York, Chicago and Miami. Sinclair currently operates 171 TV stations in 81 markets, mostly in the South and Midwest.