Sinclair Files Countersuit Against Tribune Media Over Merger
Sinclair Broadcast Group Inc. (NASDAQ: SBGI) has filed a counterclaim to a lawsuit filed by Tribune Media Co. (NYSE: TRCO) on Aug. 9 over the failure of their planned merger. The merger’s chances of completion dissolved last month after “serious concerns” were raised about a series of side deals that Sinclair had proposed. Sinclair is now asking the Delaware Court of Chancery to find that Tribune broke the terms of the merger agreement.
The move further inflames a legal battle that erupted following the implosion of a proposed $3.9 billion merger between the two companies. Sinclair agreed in May 2017 to buy Tribune’s 42 television stations in 33 U.S. markets, along with cable network WGN America. The completion of the merger would have allowed Sinclair to reach about 70 percent of US households. Tribune claims that Sinclair mishandled efforts to get the transaction approved.
It appeared that Sinclair had tried to mislead regulators about the deals by trying to sell valuable television stations to owners with ties to Sinclair at terms that allowed Sinclair to continue controlling the stations. The Federal Communications Commission (FCC) then took the unusual step of referring the deal to an administrative judge for review. That move effectively torpedoed the deal. Tribune canceled the deal and sued Sinclair for $1 billion for what it says was a breach of contract.
Sinclair has rejected Tribune’s allegations. In a statement, Sinclair Chief Executive Officer Chris Ripley said the company “fully complied with our obligations under the merger agreement and worked tirelessly to close the transaction.” The statement continued, “The company looks forward to vigorously defending against Tribune’s claims and pursuing our own claim.”
Tribune said in a statement that Sinclair’s counterclaim “is entirely meritless and simply an attempt to distract from its own significant legal exposure resulting from its persistent violations of Tribune’s contractual rights.” The statement added, “Tribune looks forward to holding Sinclair accountable in court.”