Standard, Tegna, Apollo Dispute Merger Objections

Apollo Global Management and the new company created by Standard/Tegna will have only “a borrower/lender relationship” and the $8.6 billion deal’s effects on retransmission consent arrangements are “relatively standard” and in line with FCC precedent, said Standard, Tegna and Apollo subsidiary Cox Media Group Thursday in a joint opposition to petitions to deny the transaction (see 2206230070), posted in docket 22-162. After-acquired clauses in retransmission consent contracts aren’t “a diabolical device” and the MVPDs that have such contracts with Tegna knew when they agreed to the clauses that Tegna was likely a candidate for acquisition, said the opposition filing. “Most, if not all, of the Applicants’ retransmission contracts currently in effect were negotiated in the shadow of the potential (or actual) sale of TEGNA,” the filing said. The FCC “should reject the MVPD Commenters’ entreaties for unwarranted conditions,” said the filing. Apollo Global Management and its subsidiaries won’t be the majority shareholder, will hold only nonvoting shares, and won’t own enough shares to be attributable under FCC rules, the filing said. If the companies’ goal “had been to push the envelope on how big an interest AGM could hold in TEGNA while remaining non-attributable,” FCC rules would have allowed Apollo to hold up to a 49.99% voting interest in the new company instead of the nonvoting shares it would have under the current deal, the filing said. Standard, Tegna and CMG also targeted the public interest groups opposing the transaction. “After years of advocating for providing access to capital to minority buyers, Petitioners now oppose both a minority buyer and his avenue for accessing capital,” said the filing, referring to Standard founder Soohyung Kim. Common Cause, the United Church of Christ Media Justice Ministry and the Communications Workers of America's NewsGuild sector “failed to demonstrate any ‘concrete and particularized injury" from the deal and so don’t have standing to petition to deny it, the filing said. “The Commenters have presented no valid reason to impede or impose conditions on grant of the respective Applications,” the filing said. UCC, Common Cause and NewsGuild didn’t comment.