[Federal Register Volume 79, Number 141 (Wednesday, July 23, 2014)]
[Notices]
[Pages 42817-42829]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-17366]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States et al. v. Sinclair Broadcast Group, Inc. and 
Perpetual Corporation

    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, 
Stipulation and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America et al. v. Sinclair Broadcast Group, Inc. and 
Perpetual Corporation, Civil Action No. 14-01186. On July 15, 2014, the 
United States and the Pennsylvania Office of Attorney General filed a 
Complaint alleging that the proposed acquisition by Sinclair Broadcast 
Group, Inc. of the broadcast television stations and related assets of 
Perpetual Corporation would violate Section 7 of the Clayton Act, 15 
U.S.C. 18. The proposed Final Judgment and a Hold Separate Stipulation 
and Order, filed the same time as the Complaint, require the defendants 
to divest the assets of WHTM-TV, a broadcast television station in 
Harrisburg, Pennsylvania, along with certain tangible and intangible 
assets.
    Copies of the Complaint, proposed Final Judgment and Competitive 
Impact Statement are available for inspection at the Department of 
Justice, Antitrust Division, Antitrust Documents Group, 450 Fifth 
Street, NW., Suite 1010, Washington, DC 20530 (telephone: 202-514-
2481), on the Department of Justice's Web site at http://www.usdoj.gov/atr, and at the Office of the Clerk of the United States District Court 
for the District of Columbia. Copies of these materials may be obtained 
from the Antitrust Division upon request and payment of the copying fee 
set by Department of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, including the name of the submitter, and 
responses thereto, will be posted on the U.S. Department of Justice, 
Antitrust Division's internet Web site, filed with the Court and,

[[Page 42818]]

under certain circumstances, published in the Federal Register and 
filed with the Court. Comments should be directed to Scott Scheele, 
Chief, Telecommunications and Media Enforcement Section, Antitrust 
Division, Department of Justice, Washington, DC 20530, (telephone: 202-
514-5621).

Patricia A. Brink,
Director of Civil Enforcement.

United States District Court for the District of Columbia

    United States of America, Department of Justice, Antitrust 
Division, 450 Fifth Street, N.W. Suite 7000, Washington, D.C. 20530, 
and Commonwealth of Pennsylvania, 14th Floor, Strawberry Square, 
Harrisburg, PA 17120, Plaintiffs, v. Sinclair Broadcast Group, Inc., 
10706 Beaver Dam Rd., Hunt Valley, Maryland 21030, and Perpetual 
Corporation, 1000 Wilson Blvd., Suite 2700, Arlington, Virginia 
22209, Defendants.

CASE NO. 1:14-cv-01186

JUDGE: Honorable Tanya S. Chutkan

FILED: 07/15/2014

COMPLAINT

    The United States of America, acting under the direction of the 
Attorney General of the United States, and the Commonwealth of 
Pennsylvania, acting by and through its Attorney General, bring this 
civil action to enjoin the proposed acquisition of Perpetual 
Corporation (``Perpetual'') by Sinclair Broadcast Group, Inc. 
(``Sinclair'') and to obtain other equitable relief. The acquisition 
likely would substantially lessen competition in the sale of broadcast 
television spot advertising in the Harrisburg-Lancaster-Lebanon-York, 
Pennsylvania Designated Market Area (``HLLY DMA''), in violation of 
Section 7 of the Clayton Act, 15 U.S.C. 18. Plaintiffs allege as 
follows:

I. NATURE OF THE ACTION

    1. Pursuant to a Purchase Agreement dated as of July 28, 2013, 
Sinclair has agreed to purchase all of the outstanding voting 
securities of Perpetual for a total value of $963 million, inclusive of 
the acquisition of voting securities and payoff of certain indebtedness 
of Perpetual and its subsidiaries. Perpetual owns broadcast television 
station WHTM-TV, the only ABC affiliate serving the HLLY DMA.
    2. Sinclair already operates two broadcast television stations in 
the HLLY DMA. It owns and operates WHP-TV, the only CBS affiliate 
serving that market. Sinclair also operates WLYH-TV, a CW affiliate, 
pursuant to an agreement with WLYH-TV's owner, Nexstar Broadcasting, 
Inc., including the day-to-day operation and management of WLYH-TV's 
advertising. Accordingly, WHP-TV and WLYH-TV do not meaningfully 
compete with one another for advertisers.
    4. If consummated, Sinclair's acquisition of Perpetual would result 
in Sinclair owning or controlling the sale of advertising for three of 
six broadcast television stations selling advertising in the HLLY DMA: 
WHP-TV (CBS affiliate), WHTM-TV (ABC affiliate) and WLYH-TV (CW 
affiliate). Together, these stations account for approximately a 38% 
share of the gross revenues for broadcast television advertising in the 
HLLY DMA.
    5. Currently, Perpetual (on behalf of WHTM-TV) and Sinclair (on 
behalf of WHP-TV and WLYH-TV) vigorously compete for the business of 
local and national companies that seek to advertise on broadcast 
television stations in the HLLY DMA. WHTM-TV and WHP-TV are 
particularly close competitors due to their respective affiliations 
with ABC and CBS, their news programming, and their viewership 
strengths in certain geographic areas. Advertisers benefit from the 
ability to substitute advertising placement between WHTM-TV and WHP-TV 
in particular, as well as among the three stations.
    6. The acquisition would eliminate the head-to-head competition 
between Sinclair and Perpetual in the HLLY DMA and so eliminate the 
benefits of this competition. Unless blocked, the transaction is likely 
to lead to higher prices for broadcast television spot advertising in 
the HLLY 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. The Commonwealth of Pennsylvania brings this action under 
Section 16 of the Clayton Act, 15 U.S.C. 26, to prevent and restrain 
defendants from violating Section 7 of the Clayton Act, 15 U.S.C. 18. 
The Commonwealth, by and through its Attorney General, brings this 
action as parens patriae on behalf of the citizens, general welfare, 
and economy of Pennsylvania.
    9. Sinclair and Perpetual sell broadcast television spot 
advertising, a commercial activity that substantially affects, and is 
in the flow of, interstate commerce, and commerce in the Commonwealth 
of Pennsylvania. 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.
    10. Sinclair transacts business and is found in the District of 
Columbia, and is subject to the personal jurisdiction of this Court. 
All Defendants have consented to venue and personal jurisdiction in 
this District. Therefore, venue is proper in this District under 
Section 12 of the Clayton Act, 15 U.S.C. 22, and 28 U.S.C. 1391(c).

III. THE DEFENDANTS

    11. Sinclair is a Maryland corporation, with its headquarters in 
Hunt Valley, Maryland. Sinclair reported broadcast revenues of over 
$1.2 billion in 2013. Sinclair owns and operates, or provides 
programming, operating, or sales services to more than 145 stations in 
70 markets. The broadcast television stations that Sinclair owns or 
operates include two in the HLLY DMA: WHP-TV, a CBS affiliate, and 
WLYH-TV, a CW affiliate.
    12. Perpetual is a Delaware corporation, with its headquarters in 
Arlington, Virginia. Perpetual owns seven broadcast television stations 
in six markets throughout the United States, including WHTM-TV, the ABC 
affiliate in the HLLY DMA.

IV. TRADE AND COMMERCE

A. Broadcast Television Spot Advertising is a Relevant Product Market

    13. Broadcast television stations attract viewers through their 
programming, which is delivered for free over the air or retransmitted 
to viewers, mainly through wired cable or other terrestrial television 
systems and through satellite television systems. Broadcast television 
stations then sell advertising time to businesses that want to 
advertise their products to television viewers. Broadcast television 
``spot'' advertising, which comprises the majority of a television 
station's revenues, is sold directly by the station itself or through 
its national representative on a localized basis and is purchased by 
advertisers who want to target potential customers in specific 
geographic areas. Spot advertising differs from network and syndicated 
television advertising, which are sold by television networks and 
producers of syndicated programs on a nationwide basis and broadcast in 
every market where the network or syndicated program is aired.
    14. Broadcast television spot advertising possesses a unique

[[Page 42819]]

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

B. The HLLY DMA is the Relevant Geographic Market

    19. DMAs are geographic units defined by the A.C. Nielsen Company, 
a firm that surveys television viewers and furnishes broadcast 
television stations, advertisers, and advertising agencies in a 
particular area with data to aid in evaluating audience size and 
composition. DMAs are ranked according to the number of households 
therein, and the HLLY DMA is the 43rd largest in the United States, 
containing 724,000 television households. The HLLY DMA includes each of 
its named cities and the surrounding ten counties in central 
Pennsylvania. Signals from broadcast television stations located in the 
HLLY DMA reach viewers throughout the DMA, but signals from broadcast 
television stations located outside the DMA reach few viewers within 
the DMA. DMAs are used to analyze revenues and shares of broadcast 
television stations in the Investing in Television BIA Market Report 
2014 (1st edition), a standard industry reference.
    20. Advertisers use broadcast television stations within the HLLY 
DMA to reach the largest possible number of viewers across the DMA. 
Some of these advertisers are located in the DMA and need to reach 
customers there; others are regional or national businesses that want 
to target consumers across the DMA. Advertising on television stations 
outside the HLLY DMA is not an alternative for these advertisers 
because such stations cannot be viewed by a significant number of 
potential customers within the DMA. Thus, if there were a small but 
significant increase in broadcast television spot advertising prices 
within the HLLY DMA, an insufficient number of advertisers would switch 
advertising purchases to television stations outside the DMA to render 
the price increase unprofitable.
    21. Accordingly, the HLLY 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 purposes of analyzing 
the proposed acquisition under Section 7 of the Clayton Act.

C. The Proposed Acquisition would Harm Competition in the HLLY DMA

    22. Broadcast television stations compete for advertisers through 
programming that attracts viewers to their stations. In developing 
their own programming and in considering the programming of the 
networks with which they may be affiliated, broadcast television 
stations try to select programs that appeal to the greatest number of 
viewers and to differentiate their stations from others in the same DMA 
by appealing to specific demographic groups. Advertisers, in turn, are 
interested in using broadcast television spot advertising to reach both 
a large audience and a high proportion of the

[[Page 42820]]

type of viewers that are most likely to buy their products.
    23. Broadcast station ownership in the HLLY DMA is already 
significantly concentrated. Four stations, each affiliated with a major 
network, had more than 90% of gross advertising revenues in 2013, with 
Sinclair's WHP-TV having a revenue share of nearly 16% and Perpetual's 
WHTM-TV having a revenue share of nearly 17%. Together, the three 
stations run by Sinclair and Perpetual have approximately 38% of all 
television station gross advertising revenues in the HLLY DMA.
    24. Using the Herfindahl-Hirschman Index (``HHI''), a standard 
measure of market concentration (defined and explained in Appendix A), 
a combination of WHTM-TV, WHP-TV, and WLYH-TV in the HLLY DMA would 
result in both a large change in concentration and a highly 
concentrated market, increasing the HHI by 693 points from 2615 to 
3308. 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) and with an 
increase in the HHI of more than 200 points are presumed to be likely 
to enhance market power.
    25. In addition to increasing concentration in the HLLY DMA, the 
transaction combines stations that are close substitutes and vigorous 
competitors in a market with limited alternatives. Their respective 
affiliations with CBS and ABC, and their local news operations, lead 
the stations to have a variety of competing programming options that 
are often each other's next-best or second-best substitutes for many 
advertisers. WHP-TV and WHTM-TV both have viewership strengths in the 
northern counties of the geographically disperse Harrisburg-Lancaster-
Lebanon-York DMA, making them particularly close substitutes. Moreover, 
WHP-TV and WHTM-TV appeal to similar demographic groups, making them 
close substitutes for many viewers and advertisers.
    26. Advertisers benefit from Sinclair's and Perpetual's head-to-
head competition in the sale of broadcast television spot advertising 
in the HLLY DMA. During individual price negotiations between 
advertisers and television stations in the HLLY DMA, advertisers are 
able to ``play off'' the stations against each other and obtain 
competitive rates for programs targeting similar demographic groups.
    27. Advertisers purposefully spread their advertising dollars 
across numerous spot ad suppliers to reach most efficiently their 
marketing goals. After the proposed acquisition, advertisers in the 
HLLY DMA would likely find it more difficult to ``buy around'' WHP-TV, 
WHTM-TV, and WLYH-TV in response to higher advertising rates, than to 
``buy around'' Sinclair's WLYH-TV and WHP-TV, or Perpetual's WHTM-TV, 
separately, as they could have done before the proposed merger. The 
presence of the remaining, independent stations alone would not be 
sufficient to enable enough advertisers to ``buy around'' WHP-TV, WHTM-
TV, and WLYH-TV to defeat a price increase. Because a significant 
number of advertisers would likely be unable to reach their desired 
audiences as effectively unless they advertise on at least one station 
that is controlled by Sinclair, those advertisers' bargaining positions 
will be weaker after the proposed acquisition, and the advertising 
rates they pay would likely increase.
    28. Accordingly, the proposed acquisition is likely to 
substantially reduce competition and will restrain trade in the sale of 
broadcast television spot advertising in the HLLY DMA.

D. Lack of Countervailing Factors

1. Entry and Expansion Are Unlikely

    29. De novo entry into the HLLY DMA is unlikely. The FCC regulates 
entry through the issuance of broadcast television licenses, which are 
difficult to obtain because the availability of spectrum is limited and 
the regulatory process associated with obtaining a license is lengthy. 
Even if a new signal became available, commercial success would come, 
at best, over a period of many years. In the HLLY DMA, all of the major 
broadcast networks (CBS, NBC, ABC, FOX) are already affiliated with a 
licensee, the contracts last for many years, and the broadcast networks 
rarely switch licensees when the contracts expire. Thus, entry into the 
HLLY DMA broadcast television spot advertising market would not be 
timely, likely, or sufficient to deter Sinclair from anticompetitive 
increases in price or other anticompetitive conduct after the proposed 
acquisition occurs.
    30. Other broadcast television stations in the HLLY DMA could not 
readily increase their advertising capacity or change their programming 
sufficiently in response to a price increase by Sinclair. The number of 
30-second spots in a DMA is largely fixed by programming and time 
constraints. This fact makes the pricing of spots very responsive to 
changes in demand. During so-called political years, for example, 
political advertisements crowd out commercial advertising and make the 
spots available for commercial advertisers more expensive than they 
would be in nonpolitical years. Adjusting programming in response to a 
pricing change is risky, difficult, and time-consuming. Network 
affiliates are often committed to the programming provided by the 
network with which they are affiliated, and it often takes years for a 
station to build its audience. Programming schedules are complex and 
carefully constructed, taking many factors into account, such as 
audience flow, station identity, and program popularity. In addition, 
stations typically have multi-year contractual commitments for 
individual shows. Accordingly, a television station is unlikely to 
change its programming sufficiently or with sufficient rapidity to 
overcome a small but significant price increase imposed by Sinclair.

2. The Alleged Efficiencies Do Not Offset the Harm

    31. Although Defendants assert that the proposed acquisition would 
produce efficiencies, they cannot demonstrate acquisition-specific and 
cognizable efficiencies that would be sufficient to offset the proposed 
acquisition's anticompetitive effects.

V. VIOLATIONS ALLEGED

    32. Plaintiffs hereby repeat and reallege the allegations of 
paragraphs 1 through 31 as if fully set forth herein.
    33. The proposed acquisition likely would lessen competition 
substantially in interstate trade and commerce, in violation of Section 
7 of the Clayton Act, 15 U.S.C. 18. The acquisition likely would have 
the following effects, among others:
    a. competition in the sale of broadcast television spot advertising 
in the HLLY DMA would be lessened substantially;
    b. competition among WHP-TV, WHTM-TV, and WLYH-TV in the sale of 
broadcast television spot advertising in the HLLY DMA would be 
eliminated; and
    c. the prices for spot advertising time on broadcast television 
stations in the HLLY DMA would likely increase.
    35. Unless restrained, the acquisition will violate Section 7 of 
the Clayton Act, 15 U.S.C. 18.

VI. REQUEST FOR RELIEF

    36. Plaintiffs request:
    a. that the Court adjudge the proposed acquisition to violate 
Section 7 of the Clayton Act, 15 U.S.C. 18;
    b. that the Court permanently enjoin and restrain Defendants from 
carrying out the transaction, or entering into any other agreement, 
understanding, or plan

[[Page 42821]]

by which Perpetual would be acquired by Sinclair, unless Defendants 
divest WHTM-TV in accordance with the proposed Final Judgment and Hold 
Separate Stipulation and Order filed concurrently with this Complaint;
    c. that the proposed Final Judgment giving effect to the 
divestiture be entered by the Court after compliance with the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16;
    d. that the Court award Plaintiffs the costs of this action; and
    e. that the Court award such other relief to Plaintiffs as the 
Court may deem just and proper.

Respectfully submitted,

For Plaintiff United States:

/s/--------------------------------------------------------------------
William J. Baer (D.C. Bar 324723)

Assistant Attorney General

/s/--------------------------------------------------------------------
Leslie C. Overton (D.C. Bar 454493)

Deputy Assistant Attorney General

/s/--------------------------------------------------------------------
Patricia A. Brink

Director of Civil Enforcement

/s/--------------------------------------------------------------------
Scott A. Scheele (D.C. Bar 429061)

Chief, Telecommunications and Media Section

/s/--------------------------------------------------------------------
Lawrence M. Frankel (D.C. Bar 441532)

Assistant Chief, Telecommunications and Media Section

/s/--------------------------------------------------------------------
Owen Kendler

Assistant Chief, Telecommunications and Media Section

/s/--------------------------------------------------------------------
David B. Lawrence*

Maureen Casey (D.C. Bar 415893)

Alvin Chu
Lorenzo McRae (D.C. Bar 473660)
Robert E. Draba (D.C. Bar 496815)

Trial Attorneys
United States Department of Justice, Antitrust Division, 
Telecommunications and Media Section, 450 Fifth Street, N.W., Suite 
7000, Washington, D.C. 20530, Phone: 202-532-4698, Facsimile: 202-
514-6381, Email: [email protected]

* Attorney of Record

Dated: July 15, 2014

For Plaintiff Commonwealth of Pennsylvania:
Kathleen G. Kane

Attorney General

James A. Donahue, III
Executive Deputy Attorney General, Public Protection Division

Tracy W. Wertz,

Chief Deputy Attorney General Antitrust Section

/s/--------------------------------------------------------------------
Joseph S. Betsko (PA Bar 82620)

Senior Deputy Attorney General, Antitrust Section

Office of Attorney General, 14th Floor, Strawberry Square, 
Harrisburg, PA 17120, Phone: (717) 787-4530, Facsimile: (717) 787-
1190, Email: [email protected]

Dated: July 15, 2014
APPENDIX A

Herfindahl-Hirschman Index

    The term ``HHI'' means the Herfindahl-Hirschman Index, a commonly 
accepted measure of market concentration. The HHI is calculated by 
squaring the market share of each firm competing in the market and then 
summing the resulting numbers. For example, for a market consisting of 
four firms with shares of 30, 30, 20, and 20 percent, the HHI is 2,600 
(30\2\ + 30\2\ + 20\2\ + 20\2\ = 2,600). The HHI takes into account the 
relative size distribution of the firms in a market. It approaches zero 
when a market is occupied by a large number of firms of relatively 
equal size and reaches its maximum of 10,000 points when a market is 
controlled by a single firm. The HHI increases both as the number of 
firms in the market decreases and as the disparity in size between 
those firms increases. Markets in which the HHI is between 1,500 and 
2,500 points are considered to be moderately concentrated, and markets 
in which the HHI is in excess of 2,500 points are considered to be 
highly concentrated. See U.S. Department of Justice & FTC, Horizontal 
Merger Guidelines Sec.  5.3 (2010). Transactions that increase the HHI 
by more than 200 points in highly concentrated markets presumptively 
raise antitrust concerns under the Horizontal Merger Guidelines issued 
by the Department of Justice and the Federal Trade Commission. See id.

United States District Court for the District of Columbia

United States of America, and Commonwealth of Pennsylvania, 
Plaintiffs, v. Sinclair Broadcast Group, Inc., and Perpetual 
Corporation, Defendants.

CASE NO. 1:14-cv-01186

JUDGE: Honorable Tanya S. Chutkan

FILED: 07/15/2014

COMPETITIVE IMPACT STATEMENT

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

I. NATURE AND PURPOSE OF THE PROCEEDING

    Defendants Sinclair Broadcast Group, Inc. (``Sinclair''), and 
Perpetual Corporation (``Perpetual'') entered into a Purchase 
Agreement, dated July 28, 2013, pursuant to which Sinclair will acquire 
Perpetual for approximately $963 million, inclusive of assumed debt. 
Sinclair competes head to head against Perpetual in the sale of 
broadcast television spot advertising in the Harrisburg-Lancaster-
Lebanon-York, Pennsylvania Designated Market Area (``HLLY DMA'').
    The United States filed a civil antitrust Complaint on July 15, 
seeking to prevent the proposed acquisition. The Complaint alleges that 
the acquisition's likely effect would be to increase broadcast 
television spot advertising prices in the HLLY DMA in violation of 
Section 7 of the Clayton Act, 15 U.S.C. 18.
    At the same time the Complaint was filed, the United States also 
filed a Hold Separate Stipulation and Order (``Hold Separate'') and 
proposed Final Judgment designed to eliminate the anticompetitive 
effects of the proposed acquisition. The proposed Final Judgment, which 
is explained more fully below, requires Defendants to divest WHTM-TV to 
an Acquirer approved by the United States in a manner that preserves 
competition in the HLLY DMA. The Hold Separate requires Defendants to 
take certain steps to ensure that WHTM-TV is operated as a 
competitively independent, economically viable business that is 
uninfluenced by Sinclair so that competition is maintained until the 
required divestiture occurs.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment would terminate this action, except that 
the Court would retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof.

II. DESCRIPTION OF THE EVENTS GIVING RISE TO THE ALLEGED VIOLATION

A. The Defendants and the Proposed Acquisition

    Sinclair, a Maryland corporation with its headquarters in Hunt 
Valley, Maryland, owns or operates over 145 commercial broadcast 
television stations in 70 markets in the United States, including two 
in the HLLY DMA, WHP-TV and WLYH-TV. Perpetual, a Delaware corporation 
with headquarters in Arlington, Virginia, owns and operates ABC-
affiliated full-power broadcast television stations in six

[[Page 42822]]

DMAs, including the only ABC affiliate serving the HLLY DMA, WHTM-TV.
    Pursuant to a Purchase Agreement dated July 28, 2013, Sinclair has 
agreed to purchase all of the outstanding voting securities of 
Perpetual.
    The proposed acquisition would lessen competition substantially in 
the sale of broadcast television spot advertising in the HLLY DMA. This 
acquisition is the subject of the Complaint and proposed Final Judgment 
filed by the United States on July 15, 2014.

B. Anticompetitive Consequences of the Transaction

1. The Relevant Product

    The Complaint alleges that the sale of broadcast television spot 
advertising constitutes a relevant product market for analyzing this 
acquisition under Section 7 of the Clayton Act. Television stations 
attract viewers through their programming and then sell advertising 
time to businesses wanting to advertise their products to those 
television viewers. Broadcast television ``spot'' advertising is 
purchased by advertisers seeking to target potential customers in 
specific geographic markets. It differs from network and syndicated 
television advertising, which are sold on a nationwide basis by major 
television networks and by producers of syndicated programs and are 
broadcast in every market 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 types of media. Television combines sight, sound, and motion, 
thereby creating a more memorable advertisement. Broadcast television 
spot advertising generally reaches the largest percentage of potential 
customers in a targeted geographic market and is therefore especially 
effective in introducing, establishing, and maintaining a product's 
image.
    Because of this unique combination of attributes, broadcast 
television spot advertising has no close substitute for a significant 
number of advertisers. Spot advertising on subscription television 
channels and Internet-based video advertising lack the same reach; 
radio spots lack the visual impact; and newspaper and billboard ads 
lack sound and motion, as do many internet search engine and Web site 
banner ads. Through information provided during individualized price 
negotiations, stations can readily identify advertisers with strong 
preferences for using broadcast television spot advertising and 
ultimately can charge different advertisers different prices. 
Consequently, a small but significant increase in the price of 
broadcast television spot advertising is unlikely to cause enough 
advertising customers to switch enough advertising purchases to other 
media to make the price increase unprofitable.

1. The Relevant Market

    The Complaint alleges that the HLLY DMA constitutes a relevant 
geographic market for analyzing this acquisition under Section 7 of the 
Clayton Act. DMAs are geographic units defined by A.C. Nielsen Company 
for advertising purposes. The HLLY DMA is the 43rd largest in the 
United States, containing over 745 thousand television households. 
Signals from full-powered television stations in the Harrisburg-
Lancaster-Lebanon-York area reach viewers throughout that DMA, so 
advertisers use television stations in the HLLY DMA to target the 
largest possible number of viewers within that DMA. Some of these 
advertisers are located in the Harrisburg-Lancaster-Lebanon York area 
and trying to reach customers there; others are regional or national 
businesses wanting to target consumers in the area. Advertising on 
television stations outside the HLLY DMA is not an alternative for 
either group, because signals from television stations outside the HLLY 
DMA reach relatively few viewers within the DMA. Thus, advertising on 
those stations does not reach a significant number of potential 
customers in the HLLY DMA.

2. Harm to Competition in the HLLY DMA

    The Complaint alleges that the proposed acquisition likely would 
lessen competition substantially in interstate trade and commerce, in 
violation of Section 7 of the Clayton Act, 15 U.S.C. 18, and likely 
would have the following effects, among others:
    a) competition in the sale of broadcast television spot advertising 
in the HLLY DMA would be lessened substantially;
    b) competition between WHP-TV, WHTM-TV, and WLYH-TV in the sale of 
broadcast television spot advertising in the HLLY DMA would be 
eliminated; and
    c) the prices for spot advertising time on broadcast television 
stations in the HLLY DMA likely would increase.

By virtue of its ownership and operation of CBS-affiliated WHP-TV and 
the existing agreement with non-party Nexstar Broadcasting, Inc. under 
which it operates WLYH-TV, Sinclair currently controls the advertising 
time of two broadcast television stations in the HLLY DMA. Post-
acquisition, Sinclair would control the advertising time of three of 
six broadcast television stations selling advertising in the DMA: WHP-
TV (CBS), WLYH-TV (CW), and WHTM-TV (ABC). In addition to increasing 
Sinclair's share of broadcast television spot advertising revenue from 
21 to 38 percent, the proposed acquisition would increase substantially 
the already high concentration in the HLLY DMA broadcast television 
spot advertising market. Using the Herfindahl-Hirschman Index 
(``HHI''), a standard measure of market concentration (defined and 
explained in Appendix A), the post-acquisition HHI would be 
approximately 3308, representing an increase of about 693 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 addition to increasing concentration in the HLLY DMA, the 
transaction combines stations that are close substitutes and vigorous 
competitors in a market with limited alternatives. Their respective 
affiliations with CBS and ABC, and their local news operations, lead 
the stations to have a variety of competing programming options that 
are often each other's next-best or second-best substitutes for many 
advertisers. WHP-TV and WHTM-TV both have viewership strengths in the 
northern counties of the geographically disperse Harrisburg-Lancaster-
Lebanon-York DMA, making them particularly close substitutes. Moreover, 
WHP-TV and WHTM-TV appeal to similar demographic groups, making them 
close substitutes for many viewers and advertisers.
    Currently, WHTM-TV on the one hand, and WHP-TV and WLYH-TV on the 
other, vigorously complete for the business of local, regional, and 
national firms seeking to advertise on HLLY DMA television stations. 
Advertisers benefit from this competition. During individual price 
negotiations between advertisers and Harrisburg-Lancaster-Lebanon-York 
television stations, advertisers are able to ``play off'' these 
stations against each other and obtain competitive rates for programs 
that target similar demographics. The proposed acquisition is likely to 
eliminate this competition and thereby adversely affect a substantial 
volume of interstate commerce. After the proposed acquisition, a 
significant number of HLLY DMA advertisers would not be able to reach 
their desired audiences

[[Page 42823]]

with equivalent efficiency without advertising on stations controlled 
by Sinclair. The proposed acquisition, therefore, is likely to enable 
Sinclair to raise prices unilaterally.
3. Lack of Countervailing Factors
    The Complaint alleges that entry or expansion in the HLLY DMA 
broadcast television spot advertising market would not be timely, 
likely, or sufficient to prevent anticompetitive effects. New entry is 
unlikely since a new station would require an FCC license, which is 
difficult to obtain. Even if a new station became operational, 
commercial success would come over a period of many years at best. 
Other television stations in the HLLY DMA could not readily increase 
their advertising capacity or change their programming in response to a 
price increase by Sinclair. The number of 30-second spots available at 
a station is generally fixed, and additional slots cannot be created. 
Adjusting programming in response to a pricing change is risky, 
difficult, and time-consuming. Programming schedules are complex and 
carefully constructed, and television stations often have multi-year 
contractual commitments for individual shows or are otherwise committed 
to programming provided by their affiliated network.

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 HLLY 
DMA by maintaining WHTM-TV as an independent, economically viable 
competitor. The proposed Final Judgment requires Sinclair to divest 
WHTM-TV to Media General, an Acquirer selected by Defendants and 
approved by the United States. The Antitrust Division required such an 
upfront buyer in order to provide greater certainty and efficiency in 
the divestiture process.
    The ``Divestiture Assets'' are defined in Paragraph II.G of the 
proposed Final Judgment to cover all assets used primarily in the 
operation of WHTM-TV. These assets are essentially the same HLLY DMA 
assets that Sinclair would have acquired from Perpetual under the 
Purchase Agreement. The assets include real property, equipment, FCC 
licenses, contracts, intellectual property rights, programming 
materials, and customer lists maintained by Sinclair or Perpetual in 
connection with WHTM-TV. These do not include assets that are not 
primarily used in the operation of WHTM-TV, but are maintained at the 
corporate level and used to support multiple stations. Thus, Defendants 
will be able to retain back-office systems or other assets and 
contracts used at the corporate level to support multiple broadcast 
television stations, which they would need to conduct their remaining 
operations, and which an Acquirer with experience operating broadcast 
television stations, such as Media General, can supply for itself.
    To ensure that WHTM-TV is operated as an independent competitor 
after the divestiture, Paragraph IV.A and Section XI of the proposed 
Final Judgment prohibit Defendants from entering into any agreements 
during the term of the Final Judgment that create a long-term 
relationship with the Divestiture Assets after the divestiture is 
completed. Examples of prohibited agreements include options to 
repurchase or assign interests in WHTM-TV; agreements to provide 
financing or guarantees for financing; local marketing agreements, 
joint sales agreements, or any other cooperative selling arrangements; 
shared services agreements; and agreements to jointly conduct any 
business negotiations with the Acquirer with respect to WHTM-TV. This 
shared services prohibition does not preclude agreements limited to 
helicopter sharing and stock video pooling in the form that are 
customary in the industry. It also does not preclude other non-sales-
related agreements approved in advance by the United States in its sole 
discretion. These limited exceptions do not permit Defendants to enter 
into broader news sharing agreements with respect to WHTM-TV. To the 
extent the Acquirer needs Defendants to provide any transitional 
services that facilitate continuous operation of WHTM-TV until the 
Acquirer can provide such capabilities independently, the United States 
retains discretion to approve such arrangements.
    Defendants are required to take all steps reasonably necessary to 
accomplish the divestiture quickly and to cooperate with prospective 
purchasers. Because transferring the WHTM-TV license requires FCC 
approval, Defendants are specifically required to use their best 
efforts to obtain all necessary FCC approvals as expeditiously as 
possible. This divestiture of WHTM-TV must occur within 90 calendar 
days after the filing of the Complaint in this matter or 5 days after 
notice that the Court has entered the Final Judgment, whichever is 
later, and subject to extension during the pendency of any necessary 
FCC order pertaining to the divestiture. The United States, in its sole 
discretion, may agree to one or more extensions of this time period not 
to exceed ninety (90) calendar days in total, and shall notify the 
Court in such circumstances.
    If the divestiture does not occur within this prescribed timeframe, 
the proposed Final Judgment provides that the Court, upon application 
of the United States, will appoint a trustee selected by the United 
States to sell WHTM-TV. Sinclair will pay all costs and expenses of the 
trustee. The trustee's commission will be structured to provide an 
incentive for the trustee based on the price obtained and the speed 
with which the divestiture is accomplished. The trustee would file 
monthly reports with the Court and the United States describing efforts 
to divest WHTM-TV. If the divestiture has not been accomplished after 6 
months, the trustee and the United States will make recommendations to 
the Court, which shall enter such orders as appropriate, to carry out 
the purpose of the trust.

IV. REMEDIES AVAILABLE TO POTENTIAL PRIVATE LITIGANTS

    Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in federal court to recover three times 
the damages the person has suffered, as well as costs and reasonable 
attorneys' fees. Entry of the proposed Final Judgment will neither 
impair nor assist the bringing of any private antitrust damage action. 
Under the provisions of Section 5(a) of the Clayton Act, 15 U.S.C. 
16(a), the proposed Final Judgment has no prima facie effect in any 
subsequent private lawsuit that may be brought against Defendants.

V. PROCEDURES AVAILABLE FOR MODIFICATION OF THE PROPOSED FINAL JUDGMENT

    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least sixty (60) days preceding 
the effective date of the proposed Final Judgment within which any 
person may submit to the United States written comments regarding the 
proposed Final Judgment. Any person who wishes to comment should do so 
within sixty (60) days of the date of publication of this Competitive 
Impact Statement in the Federal Register, or the last date of 
publication in a newspaper of the summary of this Competitive Impact

[[Page 42824]]

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 United States Department of 
Justice, Antitrust Division's Internet Web site and, under certain 
circumstances, published in the Federal Register.
    Written comments should be submitted to: Scott A. Scheele, Chief, 
Telecommunications and Media Enforcement Section, Antitrust Division, 
United States 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 Defendants may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. ALTERNATIVES TO THE PROPOSED FINAL JUDGMENT

    The United States considered, as an alternative to the proposed 
Final Judgment, a full trial on the merits against Defendants. The 
United States could have continued the litigation and sought 
preliminary and permanent injunctions against consummation of the 
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 HLLY 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. InBev N.V./
S.A., 2009-2 Trade Cas. (CCH) ] 76,736, 2009 U.S. Dist. LEXIS 84787, 
No. 08-1965 (JR), at *3, (D.D.C. Aug. 11, 2009) (noting that the 
court's review of a consent judgment is limited and only inquires 
``into whether the government's determination that the proposed 
remedies will cure the antitrust violations alleged in the complaint 
was reasonable, and whether the mechanism to enforce the final judgment 
are clear and manageable.'').\1\
---------------------------------------------------------------------------

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

    As the United States Court of Appeals for the District of Columbia 
Circuit has held, under the APPA a court considers, among other things, 
the relationship between the remedy secured and the specific 
allegations set forth in the government's complaint, whether the decree 
is sufficiently clear, whether enforcement mechanisms are sufficient, 
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) (citing 
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 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).
---------------------------------------------------------------------------

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

    Courts have greater flexibility in approving proposed consent 
decrees than in crafting their own decrees following a finding of 
liability in a litigated matter. ``[A] proposed decree must be approved 
even if it falls short of the remedy the court would impose on its own, 
as long as it falls within the range of acceptability or is `within the 
reaches of public interest.' '' United

[[Page 42825]]

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 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 InBev, 2009 
U.S. Dist. LEXIS 84787, at *20 (``the `public interest' is not to be 
measured by comparing the violations alleged in the complaint against 
those the court believes could have, or even should have, been 
alleged''). Because the ``court's authority to review the decree 
depends entirely on the government's exercising its prosecutorial 
discretion by bringing a case in the first place,'' it follows that 
``the court is only authorized to review the decree itself,'' and not 
to ``effectively redraft the complaint'' to inquire into other matters 
that the United States did not pursue. Microsoft, 56 F.3d at 1459-60. 
As this Court recently confirmed in SBC Communications, courts ``cannot 
look beyond the complaint in making the public interest determination 
unless the complaint is drafted so narrowly as to make a mockery of 
judicial power.'' SBC Commc'ns, 489 F. Supp. 2d at 15.
    In its 2004 amendments, Congress made clear its intent to preserve 
the practical benefits of utilizing consent decrees in antitrust 
enforcement, adding the unambiguous instruction that ``[n]othing in 
this section shall be construed to require the court to conduct an 
evidentiary hearing or to require the court to permit anyone to 
intervene.'' 15 U.S.C. 16(e)(2). The language wrote into the statute 
what Congress intended when it enacted the Tunney Act in 1974, as 
Senator Tunney explained: ``[t]he court is nowhere compelled to go to 
trial or to engage in extended proceedings which might have the effect 
of vitiating the benefits of prompt and less costly settlement through 
the consent decree process.'' 119 Cong. Rec. 24,598 (1973) (statement 
of Senator 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\
---------------------------------------------------------------------------

    \3\ See United States v. Enova Corp., 107 F. Supp. 2d 10, 17 
(D.D.C. 2000) (noting that the ``Tunney Act expressly allows the 
court to make its public interest determination on the basis of the 
competitive impact statement and response to comments alone''); 
United States v. Mid-Am. Dairymen, Inc., 1977-1 Trade Cas. (CCH) ] 
61,508, at 71,980 (W.D. Mo. 1977) (``Absent a showing of corrupt 
failure of the government to discharge its duty, the Court, in 
making its public interest finding, should . . . carefully consider 
the explanations of the government in the competitive impact 
statement and its responses to comments in order to determine 
whether those explanations are reasonable under the 
circumstances.''); S. Rep. No. 93-298, 93d Cong., 1st Sess., at 6 
(1973) (``Where the public interest can be meaningfully evaluated 
simply on the basis of briefs and oral arguments, that is the 
approach that should be utilized.'').
---------------------------------------------------------------------------

VIII. DETERMINATIVE DOCUMENTS

    There are no determinative materials or documents within the 
meaning of the APPA that were considered by the United States in 
formulating the proposed Final Judgment.

Dated: July 15, 2014.

Respectfully submitted,

David B. Lawrence*
Maureen Casey (D.C. Bar 415893)
Alvin Chu
Lorenzo McRae (D.C. Bar 473660)
Robert E. Draba (D.C. Bar 496815)
Trial Attorneys

United States Department of Justice, Antitrust Division, 
Telecommunications and Media Section, 450 Fifth Street, N.W., Suite 
7000, Washington, D.C. 20530, Phone: 202[dash]532-4698, Facsimile: 
202[dash]514[dash]6381, E-mail: [email protected]

*Attorney of Record

United States District Court for the District of Columbia

    United States of America, and Commonwealth of Pennsylvania, 
Plaintiffs, v. Sinclair Broadcast Group, Inc., and Perpetual 
Corporation, Defendants.

CASE NO. 1:14-cv-01186

JUDGE: Honorable Tanya S. Chutkan

FILED: 07/15/2014

PROPOSED FINAL JUDGMENT

    WHEREAS, plaintiffs, the United States of America and the 
Commonwealth of Pennsylvania, filed their Complaint on July --, 2014, 
and plaintiffs and defendants Sinclair Broadcast Group, Inc. 
(``Sinclair''), and Perpetual Corporation (``Perpetual''), by their 
respective attorneys, have 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 certain rights and assets by the defendants to 
assure that competition is not substantially lessened;
    AND WHEREAS, the United States requires defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    AND WHEREAS, defendants have represented to the United States that 
the divestitures required below can and will be made, and that 
defendants will later raise no claim of hardship or difficulty as 
grounds for asking the Court to modify any of the divestiture 
provisions contained below;
    NOW THEREFORE, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
parties, it is 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. Sec.  18.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Sinclair'' means defendant Sinclair Broadcast Group, Inc., a 
Maryland corporation headquartered in Hunt Valley, Maryland, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, and employees.
    B. ``Perpetual'' means defendant Perpetual Corporation, a Delaware 
corporation headquartered in Arlington, Virginia, its successors and 
assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships and joint ventures, and their directors, officers, 
managers, agents, and employees.
    C. ``Acquirer'' means Media General, or another entity to which the 
defendants divest the Divestiture Assets.
    D. ``Media General'' means Media General, Inc., a Virginia 
corporation headquartered in Richmond, Virginia,

[[Page 42826]]

its successor and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, including but not limited 
to Media General Operations, Inc., and their directors, officers, 
managers, agents, and employees.
    E. ``DMA'' means Designated Market Area as defined by A.C. Nielsen 
Company based upon viewing patterns and used by the Investing in 
Television BIA Market Report 2014 (1st edition). DMAs are ranked 
according to the number of households therein and are used by 
broadcasters, advertisers, and advertising agencies to aid in 
evaluating television audience size and composition.
    F. ``WHTM-TV'' means the ABC-affiliated broadcast television 
station located in the Harrisburg-Lancaster-Lebanon-York DMA owned by 
defendant Perpetual.
    G. ``Divestiture Assets'' means all of the assets, tangible or 
intangible, used in the operation of WHTM-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 the station; all contracts (including programming contracts 
and rights), agreements, network affiliation agreements, leases and 
commitments and understandings of Sinclair or Perpetual relating to the 
operation of WHTM-TV; all trademarks, service marks, trade names, 
copyrights, patents, slogans, programming materials, and promotional 
materials relating to WHTM-TV; all customer lists, contracts, accounts, 
and credit records; and all logs and other records maintained by 
Sinclair or Perpetual in connection with WHTM-TV.

III. APPLICABILITY

    A. This Final Judgment applies to Sinclair and Perpetual 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, within ninety (90) calendar 
days after the filing of the Hold Separate Stipulation and Order in 
this matter, to divest the Divestiture Assets to an Acquirer acceptable 
to the United States, in its sole discretion. The United States, in its 
sole discretion, may agree to one or more extensions of this time 
period not to exceed ninety (90) calendar days in total, and shall 
notify the Court in such circumstances. With respect to divestiture of 
the Divestiture Assets by defendant or the trustee appointed pursuant 
to Section V of this Final Judgment, if applications have been filed 
with the FCC within the period permitted for divestiture seeking 
approval to assign or transfer licenses to the Acquirer of the 
Divestiture Assets, but an order or other dispositive action by the FCC 
on such applications has not been issued before the end of the period 
permitted for divestiture, the period shall be extended with respect to 
divestiture of the Divestiture Assets for which no FCC order has issued 
until five (5) days after such order is issued. Defendants shall use 
their best efforts to accomplish the divestitures ordered by this Final 
Judgment as expeditiously as possible, including using their best 
efforts to obtain all necessary FCC approvals as expeditiously as 
possible. This Final Judgment does not limit the FCC's exercise of its 
regulatory powers and process with respect to the Divestiture Assets. 
Authorization by the FCC to conduct the divestiture of a Divestiture 
Asset in a particular manner will not modify any of the requirements of 
this decree.
    B. In the event that defendants are attempting to divest the assets 
to an Acquirer other than Media General, 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 relates to 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 WHTM-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 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 divestitures, whether 
pursuant to Section IV or Section V of this Final Judgment:

[[Page 42827]]

    (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 
Harrisburg-Lancaster-Lebanon-York 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 the Acquirer 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 the Acquirer 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(E) of this Final Judgment, the trustee may hire at the cost 
and expense of Sinclair 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 Sinclair, 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 of sale 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 its 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 
has not been accomplished, and (3) the trustee's recommendations. 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. If the trustee is responsible for effecting the divestitures 
required herein, within two (2) business days following execution of a 
definitive divestiture agreement, the trustee, shall notify the United 
States of any proposed divestiture required by Section IV or V of this 
Final Judgment. The notice provided to the United States 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

[[Page 42828]]

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 shall provide written notice to defendants and 
the trustee, if there is one, stating whether or not it objects to the 
proposed divestiture in its sole discretion. 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 of this Final 
Judgment, defendants shall deliver to the United States and to the 
Commonwealth of Pennsylvania 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. Each such affidavit 
shall also include a description of the efforts defendants have taken 
to solicit buyers for and complete the sale of the Divestiture Assets, 
including efforts to secure FCC or other regulatory approvals, and to 
provide required information to prospective acquirers, including the 
limitations, if any, on such information. Assuming the information set 
forth in the affidavit is true and complete, any objection by the 
United States to information provided by defendants, including 
limitations on information, shall be made within fourteen (14) days of 
receipt of such affidavit.
    B. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, each defendant shall deliver to the United States and 
to the Commonwealth of Pennsylvania 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 and 
to the Commonwealth of Pennsylvania an affidavit describing any changes 
to the efforts and actions outlined in defendants' earlier affidavits 
filed pursuant to this section within fifteen (15) calendar days after 
the change is implemented.
    C. Defendants shall keep all records of all efforts made to 
preserve and divest the Divestiture Assets until one year after such 
divestiture has been completed.

X. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of any related orders such as the Hold Separate 
Stipulation and Order, or of determining whether the Final Judgment 
should be modified or vacated, and subject to any legally recognized 
privilege, from time to time 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 of the 
Assistant Attorney General in charge of the Antitrust Division, 
defendants shall submit written reports or responses to written 
interrogatories, under oath if requested, relating to any of the 
matters contained in this Final Judgment as may be requested.
    C. No information or documents obtained by the means provided in 
this section shall be divulged by the United States to any person other 
than an authorized representative of the executive branch of the United 
States, or of the Commonwealth of Pennsylvania, 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 OR OTHER PROHIBITED ACTIVITIES

    Defendants may not (1) reacquire any part of the Divestiture 
Assets, (2) acquire any option to reacquire any part of the Divestiture 
Assets or to assign the Divestiture Assets to any other person, (3) 
enter into any local marketing agreement, joint sales agreement, other 
cooperative selling arrangement, or shared services agreement, or 
conduct

[[Page 42829]]

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.

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.

XIV. PUBLIC INTEREST DETERMINATION

    Entry of this Final Judgment is in the public interest. The parties 
have complied with the requirements of the Antitrust Procedures and 
Penalties Act, 15 U.S.C 16, including making copies available to the 
public of this Final Judgment, the Competitive Impact Statement, and 
any comments thereon, and the United States' responses to comments. 
Based on 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:------------------------------------------------------------------

Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16
-----------------------------------------------------------------------
United States District Judge

[FR Doc. 2014-17366 Filed 7-22-14; 8:45 am]
BILLING CODE P