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WADL to be sold to Nexstar (through Mission Broadcasting)

Discussion pertaining to Detroit, Ann Arbor, Port Huron and SW Ontario
Sfpcp
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by Sfpcp »

Editorcj wrote: Wed May 17, 2023 10:08 pm Perhaps Kevin will buy some more cars for his collection with the money.
Maybe Archie’s Weird Mysteries could come back at 7AM, (reference to an obscure DIC show. If I have to explain it it probably isn’t funny.)
Editorcj
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by Editorcj »

Seems like Kevin will be paying his taxes with the proceeds, both his outstanding tax bill and the capital gains from the sale. I'm sure he's trying to negotiate a lesser amount than what is due.
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GREATLAKESVET
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by GREATLAKESVET »

Sucks to be 38. Long-timers start looking for new jobs. YOU DON'T WANT TO WORK FOR THESE PARASITES!
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SixPlusOne
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by SixPlusOne »

Courtesy: TheDesk.Net

Group Asks FCC To Deny WADL Acquisition By Mission

"On Tuesday, the American Television Alliance (ATVA) said the purchase was almost certainly intended to provide Nexstar Media Group control of WADL (Channel 38). In doing so, the ATVA says Nexstar would be in violation of federal rules that limit the number of broadcast television stations a company may own at any given time."

"Last month, Mission said it had agreed to buy WADL from Adell Broadcasting for $75 million. The Desk reported that the move was likely intended to provide a new home for CW Network programming once WKBD drops its affiliation in September."


https://thedesk.net/2023/06/atva-oppose ... l-detroit/
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Splouge
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by Splouge »

I'm not an expert, but I've been doing some research, so I'll give it my best shot. Right away, I know for a fact that the 39% rule does not apply, since Nexstar won't be the licensee of the station.

As far as I can tell, Nexstar's control of retransmission consent for WADL will be perfectly legal. It would only be prohibited if both of the following apply:
  • If Nexstar outright owned a TV station in the Detroit DMA that was among the top 4 highest-rated TV stations in the area, and
  • If WADL were also among the top 4 highest-rated TV stations in the market area.
Not even one of these apply

EDIT: More specifically, companies are prohibited from handling retrans for more than one top-4-rated-in-DMA TV station, even in markets where said company doesn't own any stations. For example, if WTOL and WTVG hypothetically wanted Nexstar to handle their retrans agreements (for some reason), Nexstar would only be allowed to do so for one of them, unless they outright owned both of them, then they could do so for both.
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Splouge
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by Splouge »

I've been looking at the LMA for WADL and comparing it to the LMAs, JSAs, and SSAs of Mission's other stations, and I see nothing out of the ordinary.

The article says that the ATVA claims that "all of Mission’s stations are operated by Nexstar under shared services agreements, which allows Nexstar to... negotiate carriage of Mission-owned stations on cable and satellite platforms." However, as far as I can tell, Mission, not Nexstar, controls the retransmission agreements for all of the stations that they currently own except for WPIX, which has its retrans controlled by Nexstar. This is perfectly legal, since Nexstar doesn't control the retrans for any other station in the New York DMA. In WADL's LMA, Mission has delegated retrans negotiations to Nexstar. Again, this is perfectly fine, since Nexstar doesn't control the retrans for any other stations in the Detroit DMA. And Mission can even revoke Nexstar's authority to negotiate WADL's retrans at any time. It's also worth mentioning that WADL's LMA says in regards to retrans fees, that Nexstar "shall, upon receipt, remit such fees to Licensee." This means Mission will get WADL's retrans fees.

According to the article, the ATVA also claims that "Mission cannot sell the station to any third parties without Nexstar’s consent" However, this is actually a standard part of many LMAs. In fact, Nexstar can't leave the agreement without Mission's consent either. And the agreement even says "such consent shall not be unreasonably withheld."

It should also be made clear that in WADL's LMA, Mission can enter into contracts as they please, Nexstar can advise them, but Mission has ultimate authority to make the final decision. Mission will also be in charge of WADL's programming, personnel, fees, and operations*. These, once again, are true of many of Mission's other agreements with Nexstar.

Now, looking at the Form of Agreement for the Sale of Commercial Time, it says that Mission will get 70% of WADL's advertising revenues. While the other 30% will be retained by Nexstar as a fee for their advertising-related services, this is not to be confused with the $155,500 monthly service fee. All this is standard for advertising agreements

*UPDATE: In regards to operations, WADL's LMA says that subject to Mission's "direction and control", Nexstar "may carry out master control functions", and "maintain and repair (as needed) the transmission facilities", and I'll say it again, this is typical of LMAs. And in regards to programming, WADL's LMA says that Mission may request that Nexstar "assist... in procuring programming", but Mission will still have the final say in programming matters and Mission will still be responsible for making sure that all programming conforms to FCC regulations. Once again, this is not grounds for a denial, just look at WPIX's agreement, Mission gave Nexstar full control over WPIX's programming, but Mission is still in charge of making sure that the programming on WPIX conforms to FCC regulations, and Mission can refuse to air programming on WPIX.

UPDATE 2: I found the full filing by the ATVA, and it's even more idiotic than I expected. They're concerned about the fact that each month, Mission may choose to give Nexstar a performance bonus, even going as far to call it "highly unusual." I'm beginning to think that they have read very few other LMAs, and that the ones they have read, they probably didn't even read in full, because this is not "highly unusual", it's standard.
Last edited by Splouge on Sun Jun 25, 2023 6:11 pm, edited 5 times in total.
"Wanna watch some syndicated slop with very little budget or entertainment value? You got it buddy!"

-Byron "The Broadcast Butcher" Allen
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Splouge
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by Splouge »

MWmetalhead wrote: Fri Jun 23, 2023 8:05 pm Good info and analysis, Splouge.
Absolutely! I'm still looking thru the agreements, but I think I covered the important points. I've definitely droned on more than enough here! :P

If I find anything else, I'll add it to my previous reply instead of creating a new one
"Wanna watch some syndicated slop with very little budget or entertainment value? You got it buddy!"

-Byron "The Broadcast Butcher" Allen
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Splouge
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by Splouge »

Seems like the deal is doomed. WADL added The Word Network back to 38.8, seems even Adell knows it won't happen
"Wanna watch some syndicated slop with very little budget or entertainment value? You got it buddy!"

-Byron "The Broadcast Butcher" Allen
SBaxley
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by SBaxley »

Splouge, I agree...and the POSSIBLE reason it's now doomed, 4 letters..W P I X "PIX11" in NYC
the FCC fined Nexstar [and Mission broadcasting] $1.2 Mill The FCC also ordered Mission to pay a forfeiture of $612,395 for rules violations, the maximum allowed.

Nexstar, which has a financial interest in Mission, operates WPIX under a series of management agreements. Broadcasting & Cable magazine reports thatThe FCC said that because Nexstar programs the stations and collects its advertising and distribution revenue, it controls the station without approval. The arrangement also puts Nexstar over the 39% station ownership cap, which is why Nexstar opted to divest WPIX and WGN Chicago after buying Tribune Media in 2019.

Mission has 12 months to either sell the station to an independent party or to Nexstar. If it sells to Nexstar, Nexstar must divest stations to get under the ownership cap, the FCC said.

Of course, Nexstar plans to dispute and appeal the order,
statmanmi
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by statmanmi »

SBaxley wrote: Sat Apr 06, 2024 1:23 am Splouge, I agree...and the POSSIBLE reason it's now doomed, 4 letters..W P I X "PIX11" in NYC ...
Hi All,

I personally agree with the assessment that the FCC action regarding how WPIX is owned by Mission but as the sidecar to Nexstar is what has kept the FCC from approving the WADL sale to Mission.
Splouge wrote: Sat Apr 06, 2024 12:07 am ...seems even Adell knows it won't happen
Au contraire my Friends regarding Mr. Adell believing he can't still make the sale happen. The FCC filings and Zoom calls keep occurring. This article last week notes that Mr. Adell and his allies, including Jessie Jackson and his RainbowPUSH Coalition (RPC) have now had 5 Zoom calls/meetings with commissioners of the FCC:

https://rbr.com/adell-wins-fifth-fcc-se ... wadl-sale/

Adell's lawyers have been submitting summaries of each call, apparently as a FCC required procedure. I can't find the summary this morning of the call with FCC Chairwoman Rosenworcel that preceded the WPIX action announcement, but she recommended that Adell Broadcasting seek extension of the transaction deadline with Mission, since it would have expired on March 31. Indeed, a filing in the last couple of weeks did add another amendment (titled as "WADL-Second Amendment to APA" attached to this filing: https://enterpriseefiling.fcc.gov/datae ... 0&goBack=N ) signed by Mr. Kevin Adell and Mr. Dennis P. Thatcher of Mission that now states an agreement Termination Date of June 29, 2024.

As mentioned by someone in this thread, there's good money being spent on lawyers by the Adell team. It seems he hasn't given up yet.

Cheers! ~~ Statmanmi
Tvguy
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Re: WADL to be sold to Nexstar (through Mission Broadcasting)

Unread post by Tvguy »

At the suggestion of the Chairwoman Nexstar and Adell signed a PA extension for another 90 days. Shortly after that was signed the FCC dropped the hammer on Nexstar. Now both parties need to wait and see if the FCC will approve the deal or not, rumor has it they will not approve it. After that extension expires Nexstar and Adell can enter into an LMA, the sale was their first choice but an LMA was always an option.
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