Zell's Hell
Taking the Tribune Company private, it seems, has become a journey of two steps back, one step forward.
Sam Zell, the colorful billionaire investor, is trying to take the Tribune Company private in a complex, $8.2 billion financial arrangement with tough regulatory hurdles and looming deadlines.
But on Wednesday, Kevin Martin, chairman of the Federal Communications Commission, made it known that his top priority is helping Zell get the deal done. Martin submitted a proposal to the commission that would grant the Tribune Company the necessary temporary waivers from F.C.C. regulations to finalize the deal by its December 31 deadline.
The news came just a day after embattled Tribune shareholders digested the dismal news that the company's revenues fell by 9.3 percent in October. After falling 5 percent on Tuesday, Tribune stock soared nearly 10 percent on Wednesday.
It's also remarkable timing for Martin, who suffered his biggest political defeat Tuesday, when fellow Republican commissioners blocked his proposal for controversial regulations of the cable industry. That political trouncing leaves many wondering whether Martin's support of Zell's Tribune deal now means anything at all.
At issue is whether or not the Tribune Company should be allowed to own multiple media properties, such as a newspaper and a television station, in the same metropolitan market. Federal regulations prohibit media companies from owning multiple media outlets in the same market, but Tribune, which owns a dozen newspapers, including the Chicago Tribune and the Los Angeles Times, plus 23 TV stations, had a long-term waiver of those rules. However, the company was forced to reapply for it with its proposed change in ownership.
The other four F.C.C. commissioners are expected to vote on Martin's proposed waiver in the coming days, and it's been reported that he will likely get the two votes he needs. But its passage may not seal the deal in time for Zell.
The financing terms in the Tribune deal call for a 20-day period after the F.C.C. approval before it can close. The deal must close by December 31 in order for its owners to receive tax-exempt status next year, which is a key element in its terms.
The proposed waiver reportedly grants Tribune a two-year exemption from having to divest properties because of the current media-ownership rules. But it's only temporary.
Martin plans to put to a vote a broad media cross-ownership rule—one that would apply to the entire industry—at the commission's December 18 meeting. If everything goes according to Martin's plan, the proposal will sail through the voting process on December 18, making it okay for Tribune—and any other media conglomerate—to own multiple media properties in the 20 biggest metropolitan markets.
But as Martin recently learned, not everything always goes the way a politically savvy regulator wants. And, even if the rule passes, it could face legal obstacles for years from the growing group of opponents who believe that cross-ownership is not in the public's best interest.
For Zell, a little controversy and a lot of stress is all in a day's work. As for Martin, he can only hope he reacts the same in similar circumstances.
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