United States v. Sinclair Broadcast Group, Inc., et al.; Proposed Final Judgments and Competitive Impact Statement, 62964-62995 [2018-26201]

Download as PDF 62964 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices NW, Suite 4000, Washington, DC 20530 (telephone: 202–616–5935). DEPARTMENT OF JUSTICE Antitrust Division Patricia A. Brink, Director of Civil Enforcement. khammond on DSK30JT082PROD with NOTICES2 United States v. Sinclair Broadcast Group, Inc., et al.; Proposed Final Judgments and Competitive Impact Statement Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)–(h), that proposed Final Judgments, Stipulations, and a Competitive Impact Statement have been filed with the United States District Court for the District of Columbia in United States of America v. Sinclair Broadcast Group, Inc., et al., Civil Action No. 1:18–cv–2609. On November 13, 2018, the United States filed a Complaint alleging that Sinclair Broadcast Group, Inc., Raycom Media, Inc., Tribune Media Company, Meredith Corporation, Griffin Communications, LLC, and Dreamcatcher Broadcasting, LLC (collectively, ‘‘Defendants’’) violated Section 1 of the Sherman Act, 15 U.S.C. 1, by agreeing to unlawfully exchange station-specific, competitively sensitive information regarding spot advertising revenues. The proposed Final Judgments, filed at the same time as the Complaint, prohibit sharing of competitively sensitive information, require Defendants to implement antitrust compliance training programs, and impose cooperation and reporting requirements on Defendants. Copies of the Complaint, proposed Final Judgments, Stipulations and Competitive Impact Statement are available for inspection on the Antitrust Division’s website at http:// www.justice.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 Antitrust Division’s website, filed with the Court, and, under certain circumstances, published in the Federal Register. Comments should be directed to Owen Kendler, Chief, Media, Entertainment, and Professional Services Section, Antitrust Division, Department of Justice, 450 Fifth Street VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 United States District Court for the District of Columbia United States of America, 450 Fifth Street NW, Washington, DC 20530, Plaintiff, v. Sinclair Broadcast Group, Inc., 10706 Beaver Dam Road, Hunt Valley, Maryland 21030; Raycom Media, Inc., 201 Monroe Street, Montgomery, AL 36104; Tribune Media Company, 435 North Michigan Avenue, Chicago, IL 60611; Meredith Corporation, 1716 Locust Street, Des Moines, IA 50309; Griffin Communications, LLC, 7401 N Kelley Avenue, Oklahoma City, OK 73111; and Dreamcatcher Broadcasting, LLC, 2016 Broadway, Santa Monica, CA 90404, Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan COMPLAINT The United States of America, acting under the direction of the Acting Attorney General of the United States, brings this civil antitrust action to obtain equitable relief against Defendants Sinclair Broadcast Group, Inc. (‘‘Sinclair’’), Raycom Media, Inc. (‘‘Raycom’’), Tribune Media Company (‘‘Tribune’’), Meredith Corporation (‘‘Meredith’’), Griffin Communications, LLC (‘‘Griffin’’), and Dreamcatcher Broadcasting, LLC (‘‘Dreamcatcher’’), alleging as follows: I. NATURE OF THE ACTION 1. This action challenges under Section 1 of the Sherman Act Defendants’ agreements to unlawfully exchange competitively sensitive information among broadcast television stations. 2. Sinclair, Raycom, Tribune, Meredith, Griffin, and Dreamcatcher (‘‘Defendants’’) and certain other television broadcast station groups (‘‘Other Broadcasters’’) compete in various configurations in a number of designated marketing areas (‘‘DMAs’’) in the market for broadcast television spot advertising. Certain national sales representation firms (‘‘Sales Rep Firms’’) represent broadcast station groups, including the Defendants, in their sales of spot advertising to advertisers. Defendants’, Other Broadcasters’, and Sales Rep Firms’ concerted behavior in exchanging competitively sensitive information has enabled the Defendants and Other Broadcasters to reduce competition in the sale of broadcast television spot advertising where they purport to compete head to head. 3. Defendants’ agreements are restraints of trade that are unlawful under Section 1 of the Sherman Act, 15 U.S.C. § 1. The Court should therefore enjoin Defendants from exchanging competitively sensitive information with and among competing broadcast television stations. II. JURISDICTION AND VENUE 4. Each Defendant sells spot advertising to advertisers throughout the United States, or owns and operates broadcast television stations in multiple states or in DMAs that PO 00000 Frm 00002 Fmt 4701 Sfmt 4703 cross state lines. Sales Rep Firms represent broadcast stations throughout the United States, including each of the Defendants, in the sale of spot advertising to advertisers throughout the United States. Such activities, including the exchanges of competitively sensitive information featured in this Complaint, are in the flow of and substantially affect interstate commerce. The Court has subject matter jurisdiction under Section 4 of the Sherman Act, 15 U.S.C. § 4, and under 28 U.S.C. §§ 1331 and 1337, to prevent and restrain the Defendants from violating Section 1 of the Sherman Act, 15 U.S.C. § 1. 5. Defendants have consented to venue and personal jurisdiction in this District. Venue is proper in this judicial district under Section 12 of the Clayton Act, 15 U.S.C. § 22, and 28 U.S.C. § 1391. III. DEFENDANTS 6. Defendant Sinclair is a Maryland corporation with its principal place of business in Hunt Valley, Maryland. Sinclair owns or operates 130 television stations in 87 DMAs and had over $2.7 billion in revenues in 2017. 7. Defendant Raycom is a Delaware corporation with its principal place of business in Montgomery, Alabama. Raycom owns or operates 55 television stations in 43 DMAs and had over $670 million in revenues in 2017. 8. Defendant Tribune is a Delaware corporation with its principal place of business in Chicago, Illinois. Tribune owns or operates 41 television stations in 31 DMAs and had over $1.8 billion in revenues in 2017. 9. Defendant Meredith is an Iowa corporation with its principal place of business in Des Moines, Iowa. Meredith owns or operates 17 television stations in 12 DMAs and had over $1.7 billion in revenues in 2017. 10. Defendant Griffin is an Oklahoma corporation with its principal place of business in Oklahoma City, Oklahoma. Griffin owns or operates four television stations in two DMAs and had over $60 million in revenues in 2017. 11. Defendant Dreamcatcher is a Delaware corporation with its principal place of business in Santa Monica, California. Dreamcatcher owns or operates three television stations in two DMAs and had over $50 million in revenues in 2017. IV. INDUSTRY BACKGROUND 12. Broadcast television is important to both viewers and advertisers. For viewers, broadcast stations, including local affiliates of ABC, CBS, FOX, and NBC (collectively, the ‘‘Big 4’’ stations), offer not only highly rated entertainment and sports programming, but also local reporting of the news and events in their own communities and regions. The wide popularity of broadcast station programming—and the concomitant opportunity to reach a large local audience— also make broadcast television critical to advertisers, including local businesses that seek to reach potential customers in their own communities. 13. Broadcast stations sell advertising ‘‘spots’’ during breaks in their programming. E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices khammond on DSK30JT082PROD with NOTICES2 An advertiser purchases spots from a broadcast station to communicate its message to viewers within the DMA in which the broadcast television station is located. 14. Broadcast stations typically divide their sale of spot advertising into two categories: local sales and national sales. Local sales are sales a broadcast station makes through its own local sales staff, typically to advertisers located within the DMA. National sales are sales a broadcast station makes through either a Sales Rep Firm or through a centrally located broadcast group staff, typically to regional or national advertisers. 15. Sales Rep Firms represent broadcast stations in negotiations with advertisers’ or advertisers’ agents regarding the sale of broadcast stations’ spot advertising. There are two primary Sales Rep Firms in the United States. Often a Sales Rep Firm represents two or more competing stations in the same DMA. In those cases, the Sales Rep Firms purportedly erect firewalls to prevent coordination and information sharing between sales teams representing competing stations. V. THE UNLAWFUL AGREEMENTS 16. Defendants and Other Broadcasters have agreed in many DMAs across the United States to reciprocally exchange revenue pacing information. Certain Defendants also engaged in the exchange of other forms of competitively sensitive sales information in certain DMAs. Pacing compares a broadcast station’s revenues booked for a certain time period to the revenues booked for the same point in time in the previous year. Pacing indicates how each station is performing versus the rest of the market and provides insight into each station’s remaining spot advertising inventory for the period. 17. Defendants’ exchange of competitively sensitive information has taken at least two forms. 18. First, Defendants and Other Broadcasters regularly exchanged pacing information through the Sales Rep Firms. At least once per quarter, but frequently more often, the Sales Rep Firms representing the Big 4 stations in a DMA exchanged real-time pacing information regarding each station’s revenues, and reported the information to the Defendants and the other Big 4 station owners in the DMA. Typically, the exchanges included data on individual stations’ booked sales for current and future months as well as a comparison to past periods. To the extent a Sales Rep Firm represents more than one Big 4 station in a DMA through sales teams separated by a supposed firewall, the exchange of pacing and other competitively sensitive information occurred between the sales teams and through those firewalls. Once given to the Defendants and Other Broadcasters in the DMA, the competitors’ pacing information was then disseminated to the stations’ sales managers and other individuals with authority over pricing and sales for the broadcast stations. These exchanges occurred with Defendants’ knowledge and frequently at Defendants’ instruction, and occurred in DMAs across the United States. 19. Second, in some DMAs, Defendants and Other Broadcasters exchanged VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 competitively sensitive information, including real-time pacing information for booked sales for current and future months, directly between broadcast station employees. These exchanges predominantly concerned local sales, but sometimes pertained to all sales or national sales. 20. These exchanges of pacing information allowed stations to better understand, in real time, the availability of inventory on competitors’ stations, which is often a key factor affecting negotiations with buyers over spot advertising prices. The exchanges also helped stations to anticipate whether competitors were likely to raise, maintain, or lower spot advertising prices. Understanding competitors’ pacing can help stations gauge competitors’ and advertisers’ negotiation strategies, inform their own pricing strategies, and help them resist more effectively advertisers’ attempts to obtain lower prices by playing stations off of one another. Defendants’ information exchanges therefore distorted the normal price-setting mechanism in the spot advertising market and harmed the competitive process. 21. Defendants’ and Other Broadcasters’ regular information exchanges, directly and through the Sales Rep Firms, reflect concerted action between horizontal competitors in the broadcast television spot advertising market. VI. VIOLATION ALLEGED (Violation of Section 1 of the Sherman Act) 22. The United States repeats and realleges paragraphs 1 through 21 as if fully set forth herein. 23. Defendants violated Section 1 of the Sherman Act, 15 U.S.C. § 1, by agreeing to exchange competitively sensitive information, either directly or through Sales Rep Firms. Defendants’ exchange of pacing information resulted in anticompetitive effects in the broadcast television spot advertising markets in many DMAs throughout the United States. 24. The scheme consists of exchanges between Defendants and Other Broadcasters, either directly or through the Sales Rep Firms, in many DMAs, of their stations’ revenue pacing information or, for certain Defendants in certain DMAs, other competitively sensitive information concerning spot advertising sales. 25. These unlawful information sharing agreements between Defendants, Other Broadcasters, and Sales Rep Firms have had, and likely will continue to have, anticompetitive effects in spot advertising markets by disrupting the normal mechanisms for negotiating and setting prices and harming the competitive process. 26. Defendants’ agreements to exchange competitively sensitive information are unreasonable restraints of interstate trade and commerce. This offense is likely to continue and recur unless the requested relief is granted. VII. REQUESTED RELIEF 27. The United States requests that the Court: a. adjudge that the information sharing agreements unreasonably restrain trade and are unlawful under Section 1 of the Sherman Act, 15 U.S.C. § 1; PO 00000 Frm 00003 Fmt 4701 Sfmt 4703 62965 b. permanently enjoin and restrain Defendants from sharing pacing or other competitively sensitive information or agreeing to share such information with any other broadcast station or broadcast station group, directly or indirectly, and requiring Defendants to take such internal measures as are necessary to ensure compliance with that injunction; c. award the United States the costs of this action; and d. award such other relief to the United States as the Court may deem just and proper. Dated: November 13, 2018 Respectfully submitted, FOR PLAINTIFF UNITED STATES OF AMERICA, lllllllllllllllllllll Makan Delrahim (D.C. Bar #457795), Assistant Attorney General for Antitrust. lllllllllllllllllllll William J. Rinner, Acting Chief of Staff and Senior Counsel. lllllllllllllllllllll Patricia A. Brink, Director of Civil Enforcement. lllllllllllllllllllll Owen M. Kendler, Chief, Media, Entertainment & Professional Services Section. lllllllllllllllllllll Yvette Tarlov (D.C. Bar #442452), Assistant Chief, Media, Entertainment & Professional Services Section. lllllllllllllllllllll Lee F. Berger (D.C. Bar #482435), Richard A. Hellings, Jr., Gregg Malawer (D.C. Bar #481685), Bennett J. Matelson (D.C. Bar #454551), Monsura A. Sirajee, United States Department of Justice Antitrust Division, Media, Entertainment & Professional Services Section, 450 Fifth Street, N.W., Suite 4000, Washington, DC 20530, Telephone: (202) 514–0230, Facsimile: (202) 514–7308. United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan [PROPOSED] FINAL JUDGMENT WHEREAS, Plaintiff, United States of America, filed its Complaint on November l l, 2018, alleging that Defendant Sinclair Broadcast Group, Inc., among others, violated Section 1 of the Sherman Act, 15 U.S.C. § 1, the United States and Defendant, by their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law; AND WHEREAS, this Final Judgment does not constitute any evidence against or admission by any party regarding any issue of fact or law; AND WHEREAS, the United States and Defendant agree to be bound by the E:\FR\FM\06DEN2.SGM 06DEN2 62966 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices provisions of this Final Judgment pending its approval by this Court; AND WHEREAS, the Defendant agrees to undertake certain actions and to refrain from engaging in certain forms of information sharing with its competitors; 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 ORDERED, ADJUDGED, AND DECREED: khammond on DSK30JT082PROD with NOTICES2 I. JURISDICTION This Court has jurisdiction over the subject matter and each of the parties to this action. The allegations in the Complaint arise under Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. See 28 U.S.C. § 1331. II. DEFINITIONS As used in this Final Judgment: A. ‘‘Advertiser’’ means an advertiser, an advertiser’s buying agent, or an advertiser’s representative. B. ‘‘Agreement’’ means any agreement, understanding, pact, contract, or arrangement, formal or informal, oral or written, between two or more Persons. C. ‘‘Communicate,’’ ‘‘Communicating,’’ and ‘‘Communication(s)’’ means to provide, send, discuss, circulate, exchange, request, or solicit information, whether directly or indirectly, and regardless of the means by which it is accomplished, including orally or by written means of any kind, such as electronic communications, e-mails, facsimiles, telephone communications, voicemails, text messages, audio recordings, meetings, interviews, correspondence, exchange of written or recorded information, or face-to-face meetings. D. ‘‘Competitively Sensitive Information’’ means any of the following information, less than eighteen months old, of Defendant or any broadcast television station regarding the sale of spot advertising on broadcast television stations: Non-Public Information relating to pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. Reports containing only aggregated market-level or national data are not Competitively Sensitive Information, but reports (including by paid subscription) that are customized or confidential to a particular Station or broadcast television station group are Competitively Sensitive Information. E. ‘‘Cooperative Agreement’’ means (1) joint sales agreements, joint operating agreements, local marketing agreements, news share agreements, or shared services agreements, or (2) any agreement through which a Person exercises control over any broadcast television station not owned by the Person. F. ‘‘Defendant’’ means Sinclair Broadcast Group, Inc., a Maryland corporation with its headquarters in Hunt Valley, Maryland, its successors and assigns, and its subsidiaries, divisions, and Stations, and their directors, officers, and employees. G. ‘‘DMA’’ means Designated Market Area as defined by A.C. Nielsen Company and used by the Investing in Television BIA Market Report 2018. H. ‘‘Management’’ means all directors and officers of Defendant, or any other employee VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 with management or supervisory responsibilities for Defendant’s business or operations related to the sale of spot advertising on any Station. I. ‘‘Non-Public Information’’ means information that is not available from public sources or generally available to the public. Measurement or quantification of a Station’s future holding capacity is Non-Public Information, but measurement or quantification of a Station’s past holding capacity is not Non-Public Information. For the avoidance of doubt, the fact that information is available by paid subscription does not on its own render the information public. J. ‘‘Person’’ means any natural person, corporation, company, partnership, joint venture, firm, association, proprietorship, agency, board, authority, commission, office, or other business or legal entity, whether private or governmental. K. ‘‘Sales Representative Firm’’ means any organization, including without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their respective subsidiaries and divisions, that represents a Station or its owner in the sale of spot advertising. L. ‘‘Sales Representative Firm Manager’’ means, for each of Defendant’s Sales Representative Firms, the employee of the Sales Representative Firm with primary responsibility for the relationship with Defendant. M. ‘‘Sales Staff’’ means Defendant’s employees with responsibility for the sale of spot advertising on any Station. N. ‘‘Station’’ means any broadcast television station, its successors and assigns, and its subsidiaries, divisions, groups, and its owner or operator and its directors, officers, managers, and employees, unless a Station owns, is owned by, or is under common ownership with a Sales Representative Firm, in which case that Sales Representative Firm will not be considered a Station. III. APPLICABILITY This Final Judgment applies to Defendant, other Persons in active concert or participation with Defendant who receive actual notice of this Final Judgment by personal service or otherwise, and any Person that signs an Acknowledgment of Applicability, attached as Exhibit 2, to the extent set forth therein, as a condition of the purchase of a Station owned by Defendant as of October 1, 2018. This Final Judgment applies to Defendant’s actions performed under any Cooperative Agreement, even if those actions are taken on behalf of a third party. This Final Judgment is fully enforceable, including by penalty of contempt, against all of the foregoing. IV. PROHIBITED CONDUCT A. Defendant’s Management and Sales Staff shall not, directly or indirectly: 1. Communicate Competitively Sensitive Information to any Station in the same DMA it does not own or operate; 2. Knowingly use Competitively Sensitive Information from or regarding any Station in the same DMA it does not own or operate; 3. Encourage or facilitate the Communication of Competitively Sensitive PO 00000 Frm 00004 Fmt 4701 Sfmt 4703 Information to or from any Station in the same DMA it does not own or operate; or 4. Attempt to enter into, enter into, maintain, or enforce any agreement to Communicate Competitively Sensitive Information with any Station in the same DMA it does not own or operate. B. The prohibitions under Paragraph IV(A) apply to Defendant’s Communicating or agreeing to Communicate through a Sales Representative Firm or a third-party agent at Defendant’s instruction or request. C. Defendant shall not sell any Station owned by the Defendant as of October 1, 2018 to any Person unless that Person has first executed the Acknowledgment of Applicability, attached as Exhibit 2. Defendant shall submit any Acknowledgement of Applicability to the United States within 15 days of consummating the sale of such Station. The United States, in its sole discretion, may waive the prohibition in this Paragraph IV(C) on a Station-by-Station basis. Alternatively, the United States and the Person signing the Acknowledgement of Applicability may agree to void the Acknowledgement of Applicability at any time. The first sentence of this paragraph shall not apply to the sale of any Station to a Person already bound to a final judgment entered by a court regarding the Communication of Competitively Sensitive Information. V. CONDUCT NOT PROHIBITED A. Nothing in Section IV shall prohibit Defendant from Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information with an actual or prospective Advertiser, except that, if the Advertiser is another Station, Defendant’s Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information is excluded from the terms of Section IV only insofar as is reasonably necessary to negotiate the sale of spot advertising on broadcast television stations. For the avoidance of doubt, Defendant is not prohibited from internally using Competitively Sensitive Information received from an Advertiser that is a Station under the preceding sentence, but Defendant is prohibited from Communicating that Competitively Sensitive Information to a Station in the same DMA that it does not own or operate. B. Nothing in Section IV shall prohibit Defendant from, after securing advice of counsel and in consultation with the Antitrust Compliance Officer, Communicating, using, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information with any Station when such Communication or use is (a) for the purpose of evaluating or effectuating a bona fide acquisition, disposition, or exchange of Stations or related assets, or (b) reasonably necessary for achieving the efficiencies of any other legitimate competitor collaboration. With respect to any such agreement: 1. For all agreements under Part V(B)(a) with any other Station to Communicate E:\FR\FM\06DEN2.SGM 06DEN2 khammond on DSK30JT082PROD with NOTICES2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment, Defendant shall maintain documents sufficient to show: i. the specific transaction or proposed transaction to which the sharing of Competitively Sensitive Information relates; ii. the employees, identified with reasonable specificity, who are involved in the sharing of Competitively Sensitive Information; and iii. the termination date or event of the sharing of Competitively Sensitive Information. 2. All agreements under Part V(B)(b) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment shall be in writing, and shall: i. identify and describe, with specificity, the collaboration to which it is ancillary; ii. be narrowly tailored to permit the Communication of Competitively Sensitive Information only when reasonably necessary and only to the employees reasonably necessary to effectuate the collaboration; iii. identify with reasonable specificity the Competitively Sensitive Information Communicated pursuant to the agreement and identify the employees to receive the Competitively Sensitive Information; iv. contain a specific termination date or event; and v. be signed by all parties to the agreement, including any modifications to the agreement. 3. For Communications under Part V(B)(a) above, Defendant shall maintain copies of all materials required under Paragraph V(B)(1) for five years or the duration of the Final Judgment, whichever is shorter, following entry into any agreement to Communicate or receive Competitively Sensitive Information, and Defendant shall make such documents available to the United States upon request, if such request is made during the preservation period. 4. For Communications under Part V(B)(b) above, Defendant shall furnish a copy of all materials required under Paragraph V(B)(2) to the United States within thirty days of the entry, renewal, or extension of the agreement. 5. For purposes of this Section V(B) only, a Joint Sales Agreement, Local Marketing Agreement, or similar agreement pursuant to which the Defendant Communicates, uses, encourages or facilitates the Communication of, or attempts to enter into, enters into, maintains, or enforces any agreement to Communicate Competitively Sensitive Information related solely to the sale of spot advertising for which Defendant is responsible on a Station, shall be considered a ‘‘legitimate competitor collaboration’’ under Part V(B)(b). C. Nothing in Section IV shall prohibit Defendant from engaging in conduct in accordance with the doctrine established in Eastern Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and their progeny. D. Nothing in Section IV prohibits Defendant from (1) Communicating, VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information for the purpose of aggregation if (a) Competitively Sensitive Information is sent to or received from, and the aggregation is managed by, a third party not owned or operated by any Station; (b) the information disseminated by the aggregator is limited to historical total broadcast television station revenue or other geographic or characteristic categorization (e.g., national, local, or political sales revenue); and (c) any information disseminated is sufficiently aggregated such that it would not allow a recipient to identify, deduce, or estimate the prices or pacing of any individual broadcast television station not owned or operated by that recipient; or (2) using information that meets the requirements of Parts V(D)(1)(a)–(c). VI. REQUIRED CONDUCT A. Within ten days of entry of this Final Judgment, Defendant shall appoint an Antitrust Compliance Officer who is an internal employee or Officer of the Defendant, and identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Within forty-five days of a vacancy in the Antitrust Compliance Officer position, Defendant shall appoint a replacement, and shall identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Defendant’s initial or replacement appointment of an Antitrust Compliance Officer is subject to the approval of the United States, in its sole discretion. B. The Antitrust Compliance Officer shall have, or shall retain outside counsel who has, the following minimum qualifications: 1. be an active member in good standing of the bar in any U.S. jurisdiction; and 2. have at least five years’ experience in legal practice, including experience with antitrust matters, unless finding an Antitrust Compliance Officer or outside counsel meeting this experience requirement is a hardship on or is not reasonably available to the Defendant, under which circumstances the Defendant may select an Antitrust Compliance Officer or shall retain outside counsel who has at least five years’ experience in legal practice, including experience with regulatory or compliance matters. C. The Antitrust Compliance Officer shall, directly or through the employees or counsel working at the Antitrust Compliance Officer’s responsibility and direction: 1. within fourteen days of entry of the Final Judgment, furnish to all of Defendant’s Management and Sales Staff and Sales Representative Firm Managers a copy of this Final Judgment, the Competitive Impact Statement filed by the United States with the Court, and a cover letter in a form attached as Exhibit 1; 2. within fourteen days of entry of the Final Judgment, in a manner to be devised by Defendant and approved by the United States, provide Defendant’s Management and Sales Staff reasonable notice of the meaning and requirements of this Final Judgment; PO 00000 Frm 00005 Fmt 4701 Sfmt 4703 62967 3. annually brief Defendant’s Management and Sales Staff on the meaning and requirements of this Final Judgment and the U.S. antitrust laws; 4. brief any person who succeeds a person in any position identified in Paragraph VI(C)(3), within sixty days of such succession; 5. obtain from each person designated in Paragraph VI(C)(3) or VI(C)(4), within thirty days of that person’s receipt of the Final Judgment, a certification that the person (i) has read and understands and agrees to abide by the terms of this Final Judgment; (ii) is not aware of any violation of the Final Judgment that has not been reported to Defendant; and (iii) understands that failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court; 6. annually communicate to Defendant’s Management and Sales Staff that they may disclose to the Antitrust Compliance Officer, without reprisal for such disclosure, information concerning any violation or potential violation of this Final Judgment or the U.S. antitrust laws by Defendant; 7. within thirty days of the latest filing of the Complaint, Proposed Final Judgment, or Competitive Impact Statement in this action, Defendant shall provide notice, in each DMA in which Defendant owns or operates a Station, to (i) every full power Station in that DMA that sells broadcast television spot advertising that Defendant does not own or operate and (ii) any Sales Representative Firm selling advertising in that DMA on behalf of Defendant, of the Complaint, Proposed Final Judgment, and Competitive Impact Statement in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion. Defendant shall provide the United States with its proposal, including the list of recipients, within ten days of the filing of the Complaint; and 8. maintain for five years or until expiration of the Final Judgement, whichever is shorter, a copy of all materials required to be issued under Paragraph VI(C), and furnish them to the United States within ten days if requested to do so, except documents protected under the attorney-client privilege or the attorney work-product doctrine. For all materials required to be furnished under Paragraph VI(C) which Defendant claims are protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log. D. Defendant shall: 1. upon Management or the Antitrust Compliance Officer learning of any violation or potential violation of any of the terms and conditions contained in this Final Judgment, (i) promptly take appropriate action to investigate, and in the event of a violation, terminate or modify the activity so as to comply with this Final Judgment, (ii) maintain all documents related to any violation or potential violation of this Final Judgment for a period of five years or the duration of this Final Judgement, whichever is shorter, and (iii) maintain, and furnish to the United States at the United States’ request, a log of (a) all such documents and E:\FR\FM\06DEN2.SGM 06DEN2 khammond on DSK30JT082PROD with NOTICES2 62968 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices documents for which Defendant claims protection under the attorney-client privilege or the attorney work product doctrine, and (b) all potential and actual violations, even if no documentary evidence regarding the violations exist; 2. within thirty days of Management or the Antitrust Compliance Officer learning of any such violation or potential violation of any of the terms and conditions contained in this Final Judgment, file with the United States a statement describing any violation or potential violation of any of the terms and conditions contained in this Final Judgment, which shall include a description of any Communications constituting the violation or potential violation, including the date and place of the Communication, the Persons involved, and the subject matter of the Communication; 3. establish a whistleblower protection policy, which provides that any employee may disclose, without reprisal for such disclosure, to the Antitrust Compliance Officer information concerning any violation or potential violation by the Defendant of this Final Judgment or U.S. antitrust laws; 4. have its CEO, General Counsel or Chief Legal Officer certify in writing to the United States annually on the anniversary date of the entry of this Final Judgment that Defendant has complied with the provisions of this Final Judgment; 5. maintain and produce to the United States upon request: (i) a list identifying all employees having received the annual antitrust briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) copies of all materials distributed as part of the annual antitrust briefing required under Paragraphs VI(C)(3) and V(C)(4). For all materials requested to be produced under this Paragraph VI(D)(5) for which Defendant claims is protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log; and 6. instruct each Sales Representative Firm Manager that the Sales Representative Firm shall not Communicate any of Defendant’s Competitively Sensitive Information in a way that would violate Sections IV and V of this Final Judgment if the Sales Representative Firm were included in the definition of ‘‘Defendant’’ in Paragraph II(F), in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion, maintained and produced to the United States upon request. E. For the avoidance of doubt, the term ‘‘potential violation’’ as used in Paragraph VI(D) does not include the discussion of future conduct. F. If Defendant acquires a Station after entry of this Final Judgment, this Section VI will not apply to that acquired Station or the employees of that acquired Station until 120 days after closing of the acquisition of that acquired Station. VII. DEFENDANT’S COOPERATION A. Defendant shall cooperate fully and truthfully with the United States in any investigation or litigation examining whether or alleging that Defendant, any Station that Defendant does not own or operate, or any VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 Sales Representative Firm Communicated Competitively Sensitive Information with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. Defendant shall use its best efforts to ensure that all current and former officers, directors, employees, and agents also fully and promptly cooperate with the United States. The full, truthful, and continuing cooperation of Defendant shall include, but not be limited to: 1. providing sworn testimony, that is not protected by the attorney-client privilege or the attorney work product doctrine, to the United States regarding the Communicating of Competitively Sensitive Information or any agreement with any other Station it does not own or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information while an employee of the Defendant; 2. producing, upon request of the United States, all documents, data, and other materials, wherever located, to the extent not protected under the attorney-client privilege or the attorney work-product doctrine, in the possession, custody, or control of Defendant, that relate to the Communication of Competitively Sensitive Information or any agreement with any other Station or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information, and a log of documents protected by the attorney-client privilege or the attorney work product doctrine; 3. making available for interview any officers, directors, employees, and agents of Defendant if so requested on reasonable notice by the United States; and 4. testifying at trial and other judicial proceedings fully, truthfully, and under oath, when called upon to do so by the United States; 5. provided however, that the obligations of Defendant to cooperate fully with the United States as described in this Section VII shall cease upon the conclusion of all of the United States’ investigations and the United States’ litigations examining whether or alleging that Defendant, any Station that Defendant does not own or operate or such other Station’s Sales Representative Firm Communicated Competitively Sensitive Information or with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1, including exhaustion of all appeals or expiration of time for all appeals of any Court ruling in each such matter, at which point the United States will provide written notice to Defendant that its obligations under this Section VII have expired. B. Defendant is obligated to impose a litigation hold until the United States provides written notice to the Defendant that its obligations under this Section VII have expired. This Paragraph VII(B) does not apply to documents created after entry of this Final Judgment. C. Subject to the full, truthful, and continuing cooperation of Defendant, as defined in Paragraph VII(A), the United States will not bring any further civil action or any criminal charges against Defendant PO 00000 Frm 00006 Fmt 4701 Sfmt 4703 related to any Communication of Competitively Sensitive Information or any agreement to Communicate Competitively Sensitive Information with any other Station it does not own or operate or such other Station’s Sales Representative Firm when that agreement: 1. was Communicated, entered into and terminated on or before the date of the filing of the Complaint in this action (or in the case of a Station that is acquired by Defendant after entry of this Final Judgment, was Communicated or entered into before the acquisition and terminated within 120 days after the closing of the acquisition); and 2. does not constitute or include an agreement to fix prices or divide markets. D. The United States’ agreement set forth in Paragraph VII(C) does not apply to any acts of perjury or subornation of perjury (18 U.S.C. §§ 1621–22), making a false statement or declaration (18 U.S.C. §§ 1001, 1623), contempt (18 U.S.C. §§ 401–402), or obstruction of justice (18 U.S.C. § 1503, et seq.) by the Defendant or its officers, directors, and employees. The United States’ agreement set forth in Paragraph VII(C) does not release any claims against any Sales Representative Firm. VIII. COMPLIANCE INSPECTION A. For the purposes of determining or securing compliance with this Final Judgment or of any related orders, or of determining whether the Final Judgment should be modified, and subject to any legally recognized privilege, from time to time 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 Defendant, be permitted: 1. to access during Defendant’s office hours to inspect and copy, or at the option of the United States, to require Defendant to provide electronic or hard copies of all books, ledgers, accounts, records, data, and documents in the possession, custody, or control of Defendant, relating to any matters that are the subject of this Final Judgment, not protected by the attorney-client privilege or the attorney work product doctrine; and 2. to interview, either informally or on the record, Defendant’s 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 Defendant; and 3. to obtain from Defendant written reports or responses to written interrogatories, of information not protected by the attorneyclient privilege or attorney work product doctrine, under oath if requested, relating to any matters that are the subject of this Final Judgment as may be requested. B. No information or documents obtained by the means provided in this Section VIII shall be divulged by the United States to any Person other than an authorized representative of the executive branch of the United States, except in the course of legal proceedings to which the United States is a E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices party (including grand jury proceedings), or for the purpose of securing compliance with this Final Judgment, or for law enforcement purposes, or as otherwise required by law. C. If at the time information or documents are furnished by Defendant to the United States, Defendant represents and identifies 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 Defendant marks 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 Defendant ten calendar days’ notice prior to divulging such material in any legal proceeding (other than a grand jury proceeding). khammond on DSK30JT082PROD with NOTICES2 IX. 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. X. ENFORCEMENT OF FINAL JUDGMENT A. The United States retains and reserves all rights to enforce the provisions of this Final Judgment, including its right to seek an order of contempt from this Court. Defendant agrees that in any civil contempt action, any motion to show cause, or any similar civil action brought by the United States regarding an alleged violation of this Final Judgment, the United States may establish a violation of the decree and the appropriateness of any remedy therefor by a preponderance of the evidence, and Defendant waives any argument that a different standard of proof should apply. B. The Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore all competition the United States alleged was harmed by the challenged conduct. Defendant agrees that it may be held in contempt of, and that the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter. C. In any enforcement proceeding in which the Court finds that Defendant has violated this Final Judgment, the United States may apply to the Court for a one-time extension of this Final Judgment, together with such other relief as may be appropriate. In connection with any successful effort by the United States to enforce this Final Judgment against Defendant, whether litigated or resolved prior to litigation, Defendant agrees to reimburse the United States for the fees and expenses of its attorneys, as well as any other costs including experts’ fees, incurred in connection with that enforcement effort, including in the investigation of the potential violation. VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 XI. EXPIRATION OF FINAL JUDGMENT Unless this Court grants an extension, this Final Judgment shall expire seven years from the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon notice by the United States to the Court and Defendant that the continuation of the Final Judgment no longer is necessary or in the public interest. XII. NOTICE For purposes of this Final Judgment, any notice or other communication required to be provided to the United States shall be sent to the person at the address set forth below (or such other addresses as the United States may specify in writing to Defendant): Chief, Media, Entertainment, and Professional Services Section, U.S. Department of Justice, Antitrust Division, 450 Fifth Street, NW, Suite 4000, Washington, D.C. 20530. XIII. 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 upon the record before the Court, which includes the Competitive Impact Statement and any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest. IT IS SO ORDERED by the Court, this l l day of ll, 201ll. Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C. § 16 lllllllllllllllllllll United States District Judge Exhibit 1 [Company Letterhead] [Name and Address of Antitrust Compliance Officer] Re: Prohibitions Against Sharing of Competitively Sensitive Information Dear [XX]: I provide you this notice regarding a judgment recently entered by a federal judge in Washington, D.C. prohibiting the sharing of certain information with other broadcast television station(s). The judgment applies to our company and all of its employees, including you, so it is important that you understand the obligations it imposes on us. [CEO Name] has asked me to let each of you know that [s/he] expects you to take these obligations seriously and abide by them. The judgment prohibits us from sharing or receiving, directly or indirectly (including through our national sales representative firm), competitively sensitive information with or from any employee, agent, or representative of another broadcast television station in the same DMA it does not own or operate. Competitively sensitive information means any non-public information regarding the sale of spot advertising on broadcast PO 00000 Frm 00007 Fmt 4701 Sfmt 4703 62969 television stations, including information relating to any pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. There are limited exceptions to this restriction, which are listed in the judgment. The company will provide briefing on the legitimate or illegitimate exchange of information. You must consult with me if you have any questions on whether a particular circumstance is subject to an exception under the judgment. A copy of the judgment is attached. Please read it carefully and familiarize yourself with its terms. The judgment, rather than the above description, is controlling. If you have any questions about the judgment or how it affects your sale of spot advertising, please contact me as soon as possible. Please sign and return the attached Employee Certification to [Defendant’s Antitrust Compliance Officer] within thirty days of your receipt of this letter. Thank you for your cooperation. Sincerely, [Defendant’s Antitrust Compliance Officer] Employee Certification I, lll [name], lll [position] at lll [station or location] do hereby certify that I (i) have read and understand, and agree to abide by, the terms of the Final Judgment; (ii) am not aware of any violation of the Final Judgment that has not been reported to [Defendant]; and (iii) understand that my failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court. lllllllllllllllllllll Name: Date: EXHIBIT 2 United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan ACKNOWLEDGEMENT OF APPLICABILITY The undersigned acknowledges that [Full Buyer Name], including its successors and assigns, and its subsidiaries, divisions, and broadcast television stations, and their directors, officers, and employees (‘‘Acquirer’’), following consummation of the Acquirer’s acquisition of [insert names of station or stations acquired] (each, an ‘‘Acquired Station’’), is bound by the Final Judgment entered by this Court on [date] (‘‘Final Judgment’’), as if the Acquirer were a Defendant under the Final Judgment, as follows: 1. The Acquirer shall be bound in full by all Sections of the Consent Decree not specifically discussed below. 2. As to Sections IV, V, and VII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and E:\FR\FM\06DEN2.SGM 06DEN2 62970 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices directors only with respect to any responsibilities or actions regarding any Acquired Stations, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station, only with respect to those responsibilities. 3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), VI(E), and VIII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station. 4. The release contained in Sections VII(C) and (D) applies to the Acquirer, but only to civil actions or criminal charges arising from actions taken by any Acquired Station. 5. The Acquirer shall not be bound by Sections VI(C)(1), VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all. 6. Section VI(A) applies to the Acquirer, but is modified to make the initial period for appointing an Antitrust Compliance Officer in the first sentence 120 days from consummation of the Acquirer’s acquisition of the Acquired Station or Acquired Stations. This Acknowledgement of Applicability may be voided by a joint written agreement between the United States and the Acquirer. Dated: [ ] Respectfully submitted, /s/ lllllllllllllllllll [Counsel for Acquirer] khammond on DSK30JT082PROD with NOTICES2 United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan [PROPOSED] FINAL JUDGMENT WHEREAS, Plaintiff, United States of America, filed its Complaint on November _ _, 2018, alleging that Defendant Raycom Media, Inc., among others, violated Section 1 of the Sherman Act, 15 U.S.C. § 1, the United States and Defendant, by their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law; AND WHEREAS, this Final Judgment does not constitute any evidence against or admission by any party regarding any issue of fact or law; AND WHEREAS, the United States and Defendant agree to be bound by the provisions of this Final Judgment pending its approval by this Court; AND WHEREAS, the Defendant agrees to undertake certain actions and to refrain from engaging in certain forms of information sharing with its competitors; NOW THEREFORE, before any testimony is taken, without trial or adjudication of any VerDate Sep<11>2014 22:30 Dec 04, 2018 Jkt 247001 issue of fact or law, and upon consent of the parties, it is ORDERED, ADJUDGED, AND DECREED: I. JURISDICTION This Court has jurisdiction over the subject matter and each of the parties to this action. The allegations in the Complaint arise under Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. See 28 U.S.C. § 1331. II. DEFINITIONS As used in this Final Judgment: A. ‘‘Advertiser’’ means an advertiser, an advertiser’s buying agent, or an advertiser’s representative. B. ‘‘Agreement’’ means any agreement, understanding, pact, contract, or arrangement, formal or informal, oral or written, between two or more Persons. C. ‘‘Communicate,’’ ‘‘Communicating,’’ and ‘‘Communication(s)’’ means to provide, send, discuss, circulate, exchange, request, or solicit information, whether directly or indirectly, and regardless of the means by which it is accomplished, including orally or by written means of any kind, such as electronic communications, e-mails, facsimiles, telephone communications, voicemails, text messages, audio recordings, meetings, interviews, correspondence, exchange of written or recorded information, or face-to-face meetings. D. ‘‘Competitively Sensitive Information’’ means any of the following information, less than eighteen months old, of Defendant or any broadcast television station regarding the sale of spot advertising on broadcast television stations: Non-Public Information relating to pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. Reports containing only aggregated market-level or national data are not Competitively Sensitive Information, but reports (including by paid subscription) that are customized or confidential to a particular Station or broadcast television station group are Competitively Sensitive Information. E. ‘‘Cooperative Agreement’’ means (1) joint sales agreements, joint operating agreements, local marketing agreements, news share agreements, or shared services agreements, or (2) any agreement through which a Person exercises control over any broadcast television station not owned by the Person. F. ‘‘Defendant’’ means Raycom Media, Inc., a Delaware corporation with its headquarters in Birmingham, Alabama, its successors and assigns, and its subsidiaries, divisions, and Stations, and their directors, officers, and employees. G. ‘‘DMA’’ means Designated Market Area as defined by A.C. Nielsen Company and used by the Investing in Television BIA Market Report 2018. H. ‘‘Management’’ means all directors and officers of Defendant, or any other employee with management or supervisory responsibilities for Defendant’s business or operations related to the sale of spot advertising on any Station. I. ‘‘Non-Public Information’’ means information that is not available from public sources or generally available to the public. Measurement or quantification of a Station’s PO 00000 Frm 00008 Fmt 4701 Sfmt 4703 future holding capacity is Non-Public Information, but measurement or quantification of a Station’s past holding capacity is not Non-Public Information. For the avoidance of doubt, the fact that information is available by paid subscription does not on its own render the information public. J. ‘‘Person’’ means any natural person, corporation, company, partnership, joint venture, firm, association, proprietorship, agency, board, authority, commission, office, or other business or legal entity, whether private or governmental. K. ‘‘Sales Representative Firm’’ means any organization, including without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their respective subsidiaries and divisions, that represents a Station or its owner in the sale of spot advertising. L. ‘‘Sales Representative Firm Manager’’ means, for each of Defendant’s Sales Representative Firms, the employee of the Sales Representative Firm with primary responsibility for the relationship with Defendant. M. ‘‘Sales Staff’’ means Defendant’s employees with responsibility for the sale of spot advertising on any Station. N. ‘‘Station’’ means any broadcast television station, its successors and assigns, and its subsidiaries, divisions, groups, and its owner or operator and its directors, officers, managers, and employees, unless a Station owns, is owned by, or is under common ownership with a Sales Representative Firm, in which case that Sales Representative Firm will not be considered a Station. III. APPLICABILITY This Final Judgment applies to Defendant, other Persons in active concert or participation with Defendant who receive actual notice of this Final Judgment by personal service or otherwise, and any Person that signs an Acknowledgment of Applicability, attached as Exhibit 2, to the extent set forth therein, as a condition of the purchase of a Station owned by Defendant as of October 1, 2018. This Final Judgment applies to Defendant’s actions performed under any Cooperative Agreement, even if those actions are taken on behalf of a third party. This Final Judgment is fully enforceable, including by penalty of contempt, against all of the foregoing. Notwithstanding any other provision contained herein, this Final Judgment does not apply to broadcast television stations owned by Gray Television, Inc. that were not owned by Raycom Media, Inc. as of October 1, 2018. IV. PROHIBITED CONDUCT A. Defendant’s Management and Sales Staff shall not, directly or indirectly: 1. Communicate Competitively Sensitive Information to any Station in the same DMA it does not own or operate; 2. Knowingly use Competitively Sensitive Information from or regarding any Station in the same DMA it does not own or operate; 3. Encourage or facilitate the Communication of Competitively Sensitive Information to or from any Station in the same DMA it does not own or operate; or E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices khammond on DSK30JT082PROD with NOTICES2 4. Attempt to enter into, enter into, maintain, or enforce any agreement to Communicate Competitively Sensitive Information with any Station in the same DMA it does not own or operate. B. The prohibitions under Paragraph IV(A) apply to Defendant’s Communicating or agreeing to Communicate through a Sales Representative Firm or a third-party agent at Defendant’s instruction or request. C. Defendant shall not sell any Station owned by the Defendant as of October 1, 2018 to any Person unless that Person has first executed the Acknowledgment of Applicability, attached as Exhibit 2. Defendant shall submit any Acknowledgement of Applicability to the United States within 15 days of consummating the sale of such Station. The United States, in its sole discretion, may waive the prohibition in this Paragraph IV(C) on a Station-by-Station basis. Alternatively, the United States and the Person signing the Acknowledgement of Applicability may agree to void the Acknowledgement of Applicability at any time. The first sentence of this paragraph shall not apply to the sale of any Station to a Person already bound to a final judgment entered by a court regarding the Communication of Competitively Sensitive Information. V. CONDUCT NOT PROHIBITED A. Nothing in Section IV shall prohibit Defendant from Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information with an actual or prospective Advertiser, except that, if the Advertiser is another Station, Defendant’s Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information is excluded from the terms of Section IV only insofar as is reasonably necessary to negotiate the sale of spot advertising on broadcast television stations. For the avoidance of doubt, Defendant is not prohibited from internally using Competitively Sensitive Information received from an Advertiser that is a Station under the preceding sentence, but Defendant is prohibited from Communicating that Competitively Sensitive Information to a Station in the same DMA that it does not own or operate. B. Nothing in Section IV shall prohibit Defendant from, after securing advice of counsel and in consultation with the Antitrust Compliance Officer, Communicating, using, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information with any Station when such Communication or use is (a) for the purpose of evaluating or effectuating a bona fide acquisition, disposition, or exchange of Stations or related assets, or (b) reasonably necessary for achieving the efficiencies of any other legitimate competitor collaboration. With respect to any such agreement: 1. For all agreements under Part V(B)(a) with any other Station to Communicate Competitively Sensitive Information that VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment, Defendant shall maintain documents sufficient to show: i. the specific transaction or proposed transaction to which the sharing of Competitively Sensitive Information relates; ii. the employees, identified with reasonable specificity, who are involved in the sharing of Competitively Sensitive Information; and iii. the termination date or event of the sharing of Competitively Sensitive Information. 2. All agreements under Part V(B)(b) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment shall be in writing, and shall: i. identify and describe, with specificity, the collaboration to which it is ancillary; ii. be narrowly tailored to permit the Communication of Competitively Sensitive Information only when reasonably necessary and only to the employees reasonably necessary to effectuate the collaboration; iii. identify with reasonable specificity the Competitively Sensitive Information Communicated pursuant to the agreement and identify the employees to receive the Competitively Sensitive Information; iv. contain a specific termination date or event; and v. be signed by all parties to the agreement, including any modifications to the agreement. 3. For Communications under Part V(B)(a) above, Defendant shall maintain copies of all materials required under Paragraph V(B)(1) for five years or the duration of the Final Judgment, whichever is shorter, following entry into any agreement to Communicate or receive Competitively Sensitive Information, and Defendant shall make such documents available to the United States upon request, if such request is made during the preservation period. 4. For Communications under Part V(B)(b) above, Defendant shall furnish a copy of all materials required under Paragraph V(B)(2) to the United States within thirty days of the entry, renewal, or extension of the agreement. 5. For purposes of this Section V(B) only, a Joint Sales Agreement, Local Marketing Agreement, or similar agreement pursuant to which the Defendant Communicates, uses, encourages or facilitates the Communication of, or attempts to enter into, enters into, maintains, or enforces any agreement to Communicate Competitively Sensitive Information related solely to the sale of spot advertising for which Defendant is responsible on a Station, shall be considered a ‘‘legitimate competitor collaboration’’ under Part V(B)(b). C. Nothing in Section IV shall prohibit Defendant from engaging in conduct in accordance with the doctrine established in Eastern Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and their progeny. D. Nothing in Section IV prohibits Defendant from (1) Communicating, PO 00000 Frm 00009 Fmt 4701 Sfmt 4703 62971 encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information for the purpose of aggregation if (a) Competitively Sensitive Information is sent to or received from, and the aggregation is managed by, a third party not owned or operated by any Station; (b) the information disseminated by the aggregator is limited to historical total broadcast television station revenue or other geographic or characteristic categorization (e.g., national, local, or political sales revenue); and (c) any information disseminated is sufficiently aggregated such that it would not allow a recipient to identify, deduce, or estimate the prices or pacing of any individual broadcast television station not owned or operated by that recipient; or (2) using information that meets the requirements of Parts V(D)(1)(a)–(c). VI. REQUIRED CONDUCT A. Within ten days of entry of this Final Judgment, Defendant shall appoint an Antitrust Compliance Officer who is an internal employee or Officer of the Defendant, and identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Within forty-five days of a vacancy in the Antitrust Compliance Officer position, Defendant shall appoint a replacement, and shall identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Defendant’s initial or replacement appointment of an Antitrust Compliance Officer is subject to the approval of the United States, in its sole discretion. B. The Antitrust Compliance Officer shall have, or shall retain outside counsel who has, the following minimum qualifications: 1. be an active member in good standing of the bar in any U.S. jurisdiction; and 2. have at least five years’ experience in legal practice, including experience with antitrust matters, unless finding an Antitrust Compliance Officer or outside counsel meeting this experience requirement is a hardship on or is not reasonably available to the Defendant, under which circumstances the Defendant may select an Antitrust Compliance Officer or shall retain outside counsel who has at least five years’ experience in legal practice, including experience with regulatory or compliance matters. C. The Antitrust Compliance Officer shall, directly or through the employees or counsel working at the Antitrust Compliance Officer’s responsibility and direction: 1. within fourteen days of entry of the Final Judgment, furnish to all of Defendant’s Management and Sales Staff and Sales Representative Firm Managers a copy of this Final Judgment, the Competitive Impact Statement filed by the United States with the Court, and a cover letter in a form attached as Exhibit 1; 2. within fourteen days of entry of the Final Judgment, in a manner to be devised by Defendant and approved by the United States, provide Defendant’s Management and Sales Staff reasonable notice of the meaning and requirements of this Final Judgment; E:\FR\FM\06DEN2.SGM 06DEN2 khammond on DSK30JT082PROD with NOTICES2 62972 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices 3. annually brief Defendant’s Management and Sales Staff on the meaning and requirements of this Final Judgment and the U.S. antitrust laws; 4. brief any person who succeeds a person in any position identified in Paragraph VI(C)(3), within sixty days of such succession; 5. obtain from each person designated in Paragraph VI(C)(3) or VI(C)(4), within thirty days of that person’s receipt of the Final Judgment, a certification that the person (i) has read and understands and agrees to abide by the terms of this Final Judgment; (ii) is not aware of any violation of the Final Judgment that has not been reported to Defendant; and (iii) understands that failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court; 6. annually communicate to Defendant’s Management and Sales Staff that they may disclose to the Antitrust Compliance Officer, without reprisal for such disclosure, information concerning any violation or potential violation of this Final Judgment or the U.S. antitrust laws by Defendant; 7. within thirty days of the latest filing of the Complaint, Proposed Final Judgment, or Competitive Impact Statement in this action, Defendant shall provide notice, in each DMA in which Defendant owns or operates a Station, to (i) every full power Station in that DMA that sells broadcast television spot advertising that Defendant does not own or operate and (ii) any Sales Representative Firm selling advertising in that DMA on behalf of Defendant, of the Complaint, Proposed Final Judgment, and Competitive Impact Statement in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion. Defendant shall provide the United States with its proposal, including the list of recipients, within ten days of the filing of the Complaint; and 8. maintain for five years or until expiration of the Final Judgement, whichever is shorter, a copy of all materials required to be issued under Paragraph VI(C), and furnish them to the United States within ten days if requested to do so, except documents protected under the attorney-client privilege or the attorney work-product doctrine. For all materials required to be furnished under Paragraph VI(C) which Defendant claims are protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log. D. Defendant shall: 1. upon Management or the Antitrust Compliance Officer learning of any violation or potential violation of any of the terms and conditions contained in this Final Judgment, (i) promptly take appropriate action to investigate, and in the event of a violation, terminate or modify the activity so as to comply with this Final Judgment, (ii) maintain all documents related to any violation or potential violation of this Final Judgment for a period of five years or the duration of this Final Judgement, whichever is shorter, and (iii) maintain, and furnish to the United States at the United States’ request, a log of (a) all such documents and VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 documents for which Defendant claims protection under the attorney-client privilege or the attorney work product doctrine, and (b) all potential and actual violations, even if no documentary evidence regarding the violations exist; 2. within thirty days of Management or the Antitrust Compliance Officer learning of any such violation or potential violation of any of the terms and conditions contained in this Final Judgment, file with the United States a statement describing any violation or potential violation of any of the terms and conditions contained in this Final Judgment, which shall include a description of any Communications constituting the violation or potential violation, including the date and place of the Communication, the Persons involved, and the subject matter of the Communication; 3. establish a whistleblower protection policy, which provides that any employee may disclose, without reprisal for such disclosure, to the Antitrust Compliance Officer information concerning any violation or potential violation by the Defendant of this Final Judgment or U.S. antitrust laws; 4. have its CEO, General Counsel or Chief Legal Officer certify in writing to the United States annually on the anniversary date of the entry of this Final Judgment that Defendant has complied with the provisions of this Final Judgment; 5. maintain and produce to the United States upon request: (i) a list identifying all employees having received the annual antitrust briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) copies of all materials distributed as part of the annual antitrust briefing required under Paragraphs VI(C)(3) and V(C)(4). For all materials requested to be produced under this Paragraph VI(D)(5) for which Defendant claims is protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log; and 6. instruct each Sales Representative Firm Manager that the Sales Representative Firm shall not Communicate any of Defendant’s Competitively Sensitive Information in a way that would violate Sections IV and V of this Final Judgment if the Sales Representative Firm were included in the definition of ‘‘Defendant’’ in Paragraph II(F), in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion, maintained and produced to the United States upon request. E. For the avoidance of doubt, the term ‘‘potential violation’’ as used in Paragraph VI(D) does not include the discussion of future conduct. F. If Defendant acquires a Station after entry of this Final Judgment, this Section VI will not apply to that acquired Station or the employees of that acquired Station until 120 days after closing of the acquisition of that acquired Station. VII. DEFENDANT’S COOPERATION A. Defendant shall cooperate fully and truthfully with the United States in any investigation or litigation examining whether or alleging that Defendant, any Station that Defendant does not own or operate, or any PO 00000 Frm 00010 Fmt 4701 Sfmt 4703 Sales Representative Firm Communicated Competitively Sensitive Information with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. Defendant shall use its best efforts to ensure that all current and former officers, directors, employees, and agents also fully and promptly cooperate with the United States. The full, truthful, and continuing cooperation of Defendant shall include, but not be limited to: 1. providing sworn testimony, that is not protected by the attorney-client privilege or the attorney work product doctrine, to the United States regarding the Communicating of Competitively Sensitive Information or any agreement with any other Station it does not own or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information while an employee of the Defendant; 2. producing, upon request of the United States, all documents, data, and other materials, wherever located, to the extent not protected under the attorney-client privilege or the attorney work-product doctrine, in the possession, custody, or control of Defendant, that relate to the Communication of Competitively Sensitive Information or any agreement with any other Station or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information, and a log of documents protected by the attorney-client privilege or the attorney work product doctrine; 3. making available for interview any officers, directors, employees, and agents of Defendant if so requested on reasonable notice by the United States; and 4. testifying at trial and other judicial proceedings fully, truthfully, and under oath, when called upon to do so by the United States; 5. provided however, that the obligations of Defendant to cooperate fully with the United States as described in this Section VII shall cease upon the conclusion of all of the United States’ investigations and the United States’ litigations examining whether or alleging that Defendant, any Station that Defendant does not own or operate or such other Station’s Sales Representative Firm Communicated Competitively Sensitive Information or with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1, including exhaustion of all appeals or expiration of time for all appeals of any Court ruling in each such matter, at which point the United States will provide written notice to Defendant that its obligations under this Section VII have expired. B. Defendant is obligated to impose a litigation hold until the United States provides written notice to the Defendant that its obligations under this Section VII have expired. This Paragraph VII(B) does not apply to documents created after entry of this Final Judgment. C. Subject to the full, truthful, and continuing cooperation of Defendant, as defined in Paragraph VII(A), the United States will not bring any further civil action or any criminal charges against Defendant E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices khammond on DSK30JT082PROD with NOTICES2 related to any Communication of Competitively Sensitive Information or any agreement to Communicate Competitively Sensitive Information with any other Station it does not own or operate or such other Station’s Sales Representative Firm when that agreement: 1. was Communicated, entered into and terminated on or before the date of the filing of the Complaint in this action (or in the case of a Station that is acquired by Defendant after entry of this Final Judgment, was Communicated or entered into before the acquisition and terminated within 120 days after the closing of the acquisition); and 2. does not constitute or include an agreement to fix prices or divide markets. D. The United States’ agreement set forth in Paragraph VII(C) does not apply to any acts of perjury or subornation of perjury (18 U.S.C. §§ 1621–22), making a false statement or declaration (18 U.S.C. §§ 1001, 1623), contempt (18 U.S.C. §§ 401–402), or obstruction of justice (18 U.S.C. § 1503, et seq.) by the Defendant or its officers, directors, and employees. The United States’ agreement set forth in Paragraph VII(C) does not release any claims against any Sales Representative Firm. VIII. COMPLIANCE INSPECTION A. For the purposes of determining or securing compliance with this Final Judgment or of any related orders, or of determining whether the Final Judgment should be modified, and subject to any legally recognized privilege, from time to time 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 Defendant, be permitted: 1. to access during Defendant’s office hours to inspect and copy, or at the option of the United States, to require Defendant to provide electronic or hard copies of all books, ledgers, accounts, records, data, and documents in the possession, custody, or control of Defendant, relating to any matters that are the subject of this Final Judgment, not protected by the attorney-client privilege or the attorney work product doctrine; and 2. to interview, either informally or on the record, Defendant’s 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 Defendant; and 3. to obtain from Defendant written reports or responses to written interrogatories, of information not protected by the attorneyclient privilege or attorney work product doctrine, under oath if requested, relating to any matters that are the subject of this Final Judgment as may be requested. B. No information or documents obtained by the means provided in this Section VIII shall be divulged by the United States to any Person other than an authorized representative of the executive branch of the United States, except in the course of legal proceedings to which the United States is a VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 party (including grand jury proceedings), or for the purpose of securing compliance with this Final Judgment, or for law enforcement purposes, or as otherwise required by law. C. If at the time information or documents are furnished by Defendant to the United States, Defendant represents and identifies 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 Defendant marks 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 Defendant ten calendar days’ notice prior to divulging such material in any legal proceeding (other than a grand jury proceeding). IX. 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. X. ENFORCEMENT OF FINAL JUDGMENT A. The United States retains and reserves all rights to enforce the provisions of this Final Judgment, including its right to seek an order of contempt from this Court. Defendant agrees that in any civil contempt action, any motion to show cause, or any similar civil action brought by the United States regarding an alleged violation of this Final Judgment, the United States may establish a violation of the decree and the appropriateness of any remedy therefor by a preponderance of the evidence, and Defendant waives any argument that a different standard of proof should apply. B. The Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore all competition the United States alleged was harmed by the challenged conduct. Defendant agrees that it may be held in contempt of, and that the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter. C. In any enforcement proceeding in which the Court finds that Defendant has violated this Final Judgment, the United States may apply to the Court for a one-time extension of this Final Judgment, together with such other relief as may be appropriate. In connection with any successful effort by the United States to enforce this Final Judgment against Defendant, whether litigated or resolved prior to litigation, Defendant agrees to reimburse the United States for the fees and expenses of its attorneys, as well as any other costs including experts’ fees, incurred in connection with that enforcement effort, including in the investigation of the potential violation. PO 00000 Frm 00011 Fmt 4701 Sfmt 4703 62973 XI. EXPIRATION OF FINAL JUDGMENT Unless this Court grants an extension, this Final Judgment shall expire seven years from the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon notice by the United States to the Court and Defendant that the continuation of the Final Judgment no longer is necessary or in the public interest. XII. NOTICE For purposes of this Final Judgment, any notice or other communication required to be provided to the United States shall be sent to the person at the address set forth below (or such other addresses as the United States may specify in writing to Defendant): Chief, Media, Entertainment, and Professional Services Section, U.S. Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 4000, Washington, D.C. 20530. XIII. 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 upon the record before the Court, which includes the Competitive Impact Statement and any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest. IT IS SO ORDERED by the Court, this l l day of ll, 201ll. Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C. § 16 lllllllllllllllllllll United States District Judge Exhibit 1 [Company Letterhead] [Name and Address of Antitrust Compliance Officer] Re: Prohibitions Against Sharing of Competitively Sensitive Information Dear [XX]: I provide you this notice regarding a judgment recently entered by a federal judge in Washington, D.C. prohibiting the sharing of certain information with other broadcast television station(s). The judgment applies to our company and all of its employees, including you, so it is important that you understand the obligations it imposes on us. [CEO Name] has asked me to let each of you know that [s/he] expects you to take these obligations seriously and abide by them. The judgment prohibits us from sharing or receiving, directly or indirectly (including through our national sales representative firm), competitively sensitive information with or from any employee, agent, or representative of another broadcast television station in the same DMA it does not own or operate. Competitively sensitive information means any non-public information regarding E:\FR\FM\06DEN2.SGM 06DEN2 62974 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices the sale of spot advertising on broadcast television stations, including information relating to any pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. There are limited exceptions to this restriction, which are listed in the judgment. The company will provide briefing on the legitimate or illegitimate exchange of information. You must consult with me if you have any questions on whether a particular circumstance is subject to an exception under the judgment. A copy of the judgment is attached. Please read it carefully and familiarize yourself with its terms. The judgment, rather than the above description, is controlling. If you have any questions about the judgment or how it affects your sale of spot advertising, please contact me as soon as possible. Please sign and return the attached Employee Certification to [Defendant’s Antitrust Compliance Officer] within thirty days of your receipt of this letter. Thank you for your cooperation. Sincerely, [Defendant’s Antitrust Compliance Officer] Employee Certification I, lll [name],lll [position] atlll [station or location] do hereby certify that I (i) have read and understand, and agree to abide by, the terms of the Final Judgment; (ii) am not aware of any violation of the Final Judgment that has not been reported to [Defendant]; and (iii) understand that my failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court. lllllllllllllllllllll Name: Date: Exhibit 2 United States District Court for the District of Columbia khammond on DSK30JT082PROD with NOTICES2 United States of America; Plaintiff, v. SINCLAIR BROADCAST GROUP, INC., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan ACKNOWLEDGEMENT OF APPLICABILITY The undersigned acknowledges that [Full Buyer Name], including its successors and assigns, and its subsidiaries, divisions, and broadcast television stations, and their directors, officers, and employees (‘‘Acquirer’’), following consummation of the Acquirer’s acquisition of [insert names of station or stations acquired] (each, an ‘‘Acquired Station’’), is bound by the Final Judgment entered by this Court on [date] (‘‘Final Judgment’’), as if the Acquirer were a Defendant under the Final Judgment, as follows: 1. The Acquirer shall be bound in full by all Sections of the Consent Decree not specifically discussed below. 2. As to Sections IV, V, and VII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors only with respect to any responsibilities or actions regarding any Acquired Stations, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station, only with respect to those responsibilities. 3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), VI(E), and VIII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station. 4. The release contained in Sections VII(C) and (D) applies to the Acquirer, but only to civil actions or criminal charges arising from actions taken by any Acquired Station. 5. The Acquirer shall not be bound by Sections VI(C)(1), VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all. 6. Section VI(A) applies to the Acquirer, but is modified to make the initial period for appointing an Antitrust Compliance Officer in the first sentence 120 days from consummation of the Acquirer’s acquisition of the Acquired Station or Acquired Stations. This Acknowledgement of Applicability may be voided by a joint written agreement between the United States and the Acquirer. Dated: [ ] Respectfully submitted, /s/ lllllllllllllllllll [Counsel for Acquirer] United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan [PROPOSED] FINAL JUDGMENT WHEREAS, Plaintiff, United States of America, filed its Complaint on November ll, 2018, alleging that Defendant Tribune Media Company, among others, violated Section 1 of the Sherman Act, 15 U.S.C. § 1, the United States and Defendant, by their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law; AND WHEREAS, this Final Judgment does not constitute any evidence against or admission by any party regarding any issue of fact or law; AND WHEREAS, the United States and Defendant agree to be bound by the provisions of this Final Judgment pending its approval by this Court; AND WHEREAS, the Defendant agrees to undertake certain actions and to refrain from engaging in certain forms of information sharing with its competitors; PO 00000 Frm 00012 Fmt 4701 Sfmt 4703 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 ORDERED, ADJUDGED, AND DECREED: I. JURISDICTION This Court has jurisdiction over the subject matter and each of the parties to this action. The allegations in the Complaint arise under Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. See 28 U.S.C. § 1331. II. DEFINITIONS As used in this Final Judgment: A. ‘‘Advertiser’’ means an advertiser, an advertiser’s buying agent, or an advertiser’s representative. B. ‘‘Agreement’’ means any agreement, understanding, pact, contract, or arrangement, formal or informal, oral or written, between two or more Persons. C. ‘‘Communicate,’’ ‘‘Communicating,’’ and ‘‘Communication(s)’’ means to provide, send, discuss, circulate, exchange, request, or solicit information, whether directly or indirectly, and regardless of the means by which it is accomplished, including orally or by written means of any kind, such as electronic communications, e-mails, facsimiles, telephone communications, voicemails, text messages, audio recordings, meetings, interviews, correspondence, exchange of written or recorded information, or face-to-face meetings. D. ‘‘Competitively Sensitive Information’’ means any of the following information, less than eighteen months old, of Defendant or any broadcast television station regarding the sale of spot advertising on broadcast television stations: Non-Public Information relating to pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. Reports containing only aggregated market-level or national data are not Competitively Sensitive Information, but reports (including by paid subscription) that are customized or confidential to a particular Station or broadcast television station group are Competitively Sensitive Information. E. ‘‘Cooperative Agreement’’ means (1) joint sales agreements, joint operating agreements, local marketing agreements, news share agreements, or shared services agreements, or (2) any agreement through which a Person exercises control over any broadcast television station not owned by the Person. F. ‘‘Defendant’’ means Tribune Media Company, a Delaware corporation with its headquarters in Chicago, Illinois, its successors and assigns, and its subsidiaries, divisions, and Stations, and their directors, officers, and employees. G. ‘‘DMA’’ means Designated Market Area as defined by A.C. Nielsen Company and used by the Investing in Television BIA Market Report 2018. H. ‘‘Management’’ means all directors and officers of Defendant, or any other employee with management or supervisory responsibilities for Defendant’s business or operations related to the sale of spot advertising on any Station. I. ‘‘Non-Public Information’’ means information that is not available from public E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices sources or generally available to the public. Measurement or quantification of a Station’s future holding capacity is Non-Public Information, but measurement or quantification of a Station’s past holding capacity is not Non-Public Information. For the avoidance of doubt, the fact that information is available by paid subscription does not on its own render the information public. J. ‘‘Person’’ means any natural person, corporation, company, partnership, joint venture, firm, association, proprietorship, agency, board, authority, commission, office, or other business or legal entity, whether private or governmental. K. ‘‘Sales Representative Firm’’ means any organization, including without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their respective subsidiaries and divisions, that represents a Station or its owner in the sale of spot advertising. L. ‘‘Sales Representative Firm Manager’’ means, for each of Defendant’s Sales Representative Firms, the employee of the Sales Representative Firm with primary responsibility for the relationship with Defendant. M. ‘‘Sales Staff’’ means Defendant’s employees with responsibility for the sale of spot advertising on any Station. N. ‘‘Station’’ means any broadcast television station, its successors and assigns, and its subsidiaries, divisions, groups, and its owner or operator and its directors, officers, managers, and employees, unless a Station owns, is owned by, or is under common ownership with a Sales Representative Firm, in which case that Sales Representative Firm will not be considered a Station. khammond on DSK30JT082PROD with NOTICES2 III. APPLICABILITY This Final Judgment applies to Defendant, other Persons in active concert or participation with Defendant who receive actual notice of this Final Judgment by personal service or otherwise, and any Person that signs an Acknowledgment of Applicability, attached as Exhibit 2, to the extent set forth therein, as a condition of the purchase of a Station owned by Defendant as of October 1, 2018. This Final Judgment applies to Defendant’s actions performed under any Cooperative Agreement, even if those actions are taken on behalf of a third party. This Final Judgment is fully enforceable, including by penalty of contempt, against all of the foregoing. IV. PROHIBITED CONDUCT A. Defendant’s Management and Sales Staff shall not, directly or indirectly: 1. Communicate Competitively Sensitive Information to any Station in the same DMA it does not own or operate; 2. Knowingly use Competitively Sensitive Information from or regarding any Station in the same DMA it does not own or operate; 3. Encourage or facilitate the Communication of Competitively Sensitive Information to or from any Station in the same DMA it does not own or operate; or 4. Attempt to enter into, enter into, maintain, or enforce any agreement to Communicate Competitively Sensitive Information with any Station in the same DMA it does not own or operate. VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 B. The prohibitions under Paragraph IV(A) apply to Defendant’s Communicating or agreeing to Communicate through a Sales Representative Firm or a third-party agent at Defendant’s instruction or request. C. Defendant shall not sell any Station owned by the Defendant as of October 1, 2018 to any Person unless that Person has first executed the Acknowledgment of Applicability, attached as Exhibit 2. Defendant shall submit any Acknowledgement of Applicability to the United States within 15 days of consummating the sale of such Station. The United States, in its sole discretion, may waive the prohibition in this Paragraph IV(C) on a Station-by-Station basis. Alternatively, the United States and the Person signing the Acknowledgement of Applicability may agree to void the Acknowledgement of Applicability at any time. The first sentence of this paragraph shall not apply to the sale of any Station to a Person already bound to a final judgment entered by a court regarding the Communication of Competitively Sensitive Information. V. CONDUCT NOT PROHIBITED A. Nothing in Section IV shall prohibit Defendant from Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information with an actual or prospective Advertiser, except that, if the Advertiser is another Station, Defendant’s Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information is excluded from the terms of Section IV only insofar as is reasonably necessary to negotiate the sale of spot advertising on broadcast television stations. For the avoidance of doubt, Defendant is not prohibited from internally using Competitively Sensitive Information received from an Advertiser that is a Station under the preceding sentence, but Defendant is prohibited from Communicating that Competitively Sensitive Information to a Station in the same DMA that it does not own or operate. B. Nothing in Section IV shall prohibit Defendant from, after securing advice of counsel and in consultation with the Antitrust Compliance Officer, Communicating, using, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information with any Station when such Communication or use is (a) for the purpose of evaluating or effectuating a bona fide acquisition, disposition, or exchange of Stations or related assets, or (b) reasonably necessary for achieving the efficiencies of any other legitimate competitor collaboration. With respect to any such agreement: 1. For all agreements under Part V(B)(a) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment, Defendant shall maintain documents sufficient to show: PO 00000 Frm 00013 Fmt 4701 Sfmt 4703 62975 i. the specific transaction or proposed transaction to which the sharing of Competitively Sensitive Information relates; ii. the employees, identified with reasonable specificity, who are involved in the sharing of Competitively Sensitive Information; and iii. the termination date or event of the sharing of Competitively Sensitive Information. 2. All agreements under Part V(B)(b) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment shall be in writing, and shall: i. identify and describe, with specificity, the collaboration to which it is ancillary; ii. be narrowly tailored to permit the Communication of Competitively Sensitive Information only when reasonably necessary and only to the employees reasonably necessary to effectuate the collaboration; iii. identify with reasonable specificity the Competitively Sensitive Information Communicated pursuant to the agreement and identify the employees to receive the Competitively Sensitive Information; iv. contain a specific termination date or event; and v. be signed by all parties to the agreement, including any modifications to the agreement. 3. For Communications under Part V(B)(a) above, Defendant shall maintain copies of all materials required under Paragraph V(B)(1) for five years or the duration of the Final Judgment, whichever is shorter, following entry into any agreement to Communicate or receive Competitively Sensitive Information, and Defendant shall make such documents available to the United States upon request, if such request is made during the preservation period. 4. For Communications under Part V(B)(b) above, Defendant shall furnish a copy of all materials required under Paragraph V(B)(2) to the United States within thirty days of the entry, renewal, or extension of the agreement. 5. For purposes of this Section V(B) only, a Joint Sales Agreement, Local Marketing Agreement, or similar agreement pursuant to which the Defendant Communicates, uses, encourages or facilitates the Communication of, or attempts to enter into, enters into, maintains, or enforces any agreement to Communicate Competitively Sensitive Information related solely to the sale of spot advertising for which Defendant is responsible on a Station, shall be considered a ‘‘legitimate competitor collaboration’’ under Part V(B)(b). C. Nothing in Section IV shall prohibit Defendant from engaging in conduct in accordance with the doctrine established in Eastern Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and their progeny. D. Nothing in Section IV prohibits Defendant from (1) Communicating, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate E:\FR\FM\06DEN2.SGM 06DEN2 62976 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices khammond on DSK30JT082PROD with NOTICES2 Competitively Sensitive Information for the purpose of aggregation if (a) Competitively Sensitive Information is sent to or received from, and the aggregation is managed by, a third party not owned or operated by any Station; (b) the information disseminated by the aggregator is limited to historical total broadcast television station revenue or other geographic or characteristic categorization (e.g., national, local, or political sales revenue); and (c) any information disseminated is sufficiently aggregated such that it would not allow a recipient to identify, deduce, or estimate the prices or pacing of any individual broadcast television station not owned or operated by that recipient; or (2) using information that meets the requirements of Parts V(D)(1)(a)–(c). VI. REQUIRED CONDUCT A. Within ten days of entry of this Final Judgment, Defendant shall appoint an Antitrust Compliance Officer who is an internal employee or Officer of the Defendant, and identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Within forty-five days of a vacancy in the Antitrust Compliance Officer position, Defendant shall appoint a replacement, and shall identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Defendant’s initial or replacement appointment of an Antitrust Compliance Officer is subject to the approval of the United States, in its sole discretion. B. The Antitrust Compliance Officer shall have, or shall retain outside counsel who has, the following minimum qualifications: 1. be an active member in good standing of the bar in any U.S. jurisdiction; and 2. have at least five years’ experience in legal practice, including experience with antitrust matters, unless finding an Antitrust Compliance Officer or outside counsel meeting this experience requirement is a hardship on or is not reasonably available to the Defendant, under which circumstances the Defendant may select an Antitrust Compliance Officer or shall retain outside counsel who has at least five years’ experience in legal practice, including experience with regulatory or compliance matters. C. The Antitrust Compliance Officer shall, directly or through the employees or counsel working at the Antitrust Compliance Officer’s responsibility and direction: 1. within fourteen days of entry of the Final Judgment, furnish to all of Defendant’s Management and Sales Staff and Sales Representative Firm Managers a copy of this Final Judgment, the Competitive Impact Statement filed by the United States with the Court, and a cover letter in a form attached as Exhibit 1; 2. within fourteen days of entry of the Final Judgment, in a manner to be devised by Defendant and approved by the United States, provide Defendant’s Management and Sales Staff reasonable notice of the meaning and requirements of this Final Judgment; 3. annually brief Defendant’s Management and Sales Staff on the meaning and requirements of this Final Judgment and the U.S. antitrust laws; VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 4. brief any person who succeeds a person in any position identified in Paragraph VI(C)(3), within sixty days of such succession; 5. obtain from each person designated in Paragraph VI(C)(3) or VI(C)(4), within thirty days of that person’s receipt of the Final Judgment, a certification that the person (i) has read and understands and agrees to abide by the terms of this Final Judgment; (ii) is not aware of any violation of the Final Judgment that has not been reported to Defendant; and (iii) understands that failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court; 6. annually communicate to Defendant’s Management and Sales Staff that they may disclose to the Antitrust Compliance Officer, without reprisal for such disclosure, information concerning any violation or potential violation of this Final Judgment or the U.S. antitrust laws by Defendant; 7. within thirty days of the latest filing of the Complaint, Proposed Final Judgment, or Competitive Impact Statement in this action, Defendant shall provide notice, in each DMA in which Defendant owns or operates a Station, to (i) every full power Station in that DMA that sells broadcast television spot advertising that Defendant does not own or operate and (ii) any Sales Representative Firm selling advertising in that DMA on behalf of Defendant, of the Complaint, Proposed Final Judgment, and Competitive Impact Statement in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion. Defendant shall provide the United States with its proposal, including the list of recipients, within ten days of the filing of the Complaint; and 8. maintain for five years or until expiration of the Final Judgement, whichever is shorter, a copy of all materials required to be issued under Paragraph VI(C), and furnish them to the United States within ten days if requested to do so, except documents protected under the attorney-client privilege or the attorney work-product doctrine. For all materials required to be furnished under Paragraph VI(C) which Defendant claims are protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log. D. Defendant shall: 1. upon Management or the Antitrust Compliance Officer learning of any violation or potential violation of any of the terms and conditions contained in this Final Judgment, (i) promptly take appropriate action to investigate, and in the event of a violation, terminate or modify the activity so as to comply with this Final Judgment, (ii) maintain all documents related to any violation or potential violation of this Final Judgment for a period of five years or the duration of this Final Judgement, whichever is shorter, and (iii) maintain, and furnish to the United States at the United States’ request, a log of (a) all such documents and documents for which Defendant claims protection under the attorney-client privilege or the attorney work product doctrine, and (b) all potential and actual violations, even if PO 00000 Frm 00014 Fmt 4701 Sfmt 4703 no documentary evidence regarding the violations exist; 2. within thirty days of Management or the Antitrust Compliance Officer learning of any such violation or potential violation of any of the terms and conditions contained in this Final Judgment, file with the United States a statement describing any violation or potential violation of any of the terms and conditions contained in this Final Judgment, which shall include a description of any Communications constituting the violation or potential violation, including the date and place of the Communication, the Persons involved, and the subject matter of the Communication; 3. establish a whistleblower protection policy, which provides that any employee may disclose, without reprisal for such disclosure, to the Antitrust Compliance Officer information concerning any violation or potential violation by the Defendant of this Final Judgment or U.S. antitrust laws; 4. have its CEO, General Counsel or Chief Legal Officer certify in writing to the United States annually on the anniversary date of the entry of this Final Judgment that Defendant has complied with the provisions of this Final Judgment; 5. maintain and produce to the United States upon request: (i) a list identifying all employees having received the annual antitrust briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) copies of all materials distributed as part of the annual antitrust briefing required under Paragraphs VI(C)(3) and V(C)(4). For all materials requested to be produced under this Paragraph VI(D)(5) for which Defendant claims is protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log; and 6. instruct each Sales Representative Firm Manager that the Sales Representative Firm shall not Communicate any of Defendant’s Competitively Sensitive Information in a way that would violate Sections IV and V of this Final Judgment if the Sales Representative Firm were included in the definition of ‘‘Defendant’’ in Paragraph II(F), in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion, maintained and produced to the United States upon request. E. For the avoidance of doubt, the term ‘‘potential violation’’ as used in Paragraph VI(D) does not include the discussion of future conduct. F. If Defendant acquires a Station after entry of this Final Judgment, this Section VI will not apply to that acquired Station or the employees of that acquired Station until 120 days after closing of the acquisition of that acquired Station. VII. DEFENDANT’S COOPERATION A. Defendant shall cooperate fully and truthfully with the United States in any investigation or litigation examining whether or alleging that Defendant, any Station that Defendant does not own or operate, or any Sales Representative Firm Communicated Competitively Sensitive Information with or among Defendant or any other Station or any Sales Representative Firm in violation of E:\FR\FM\06DEN2.SGM 06DEN2 khammond on DSK30JT082PROD with NOTICES2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. Defendant shall use its best efforts to ensure that all current and former officers, directors, employees, and agents also fully and promptly cooperate with the United States. The full, truthful, and continuing cooperation of Defendant shall include, but not be limited to: 1. providing sworn testimony, that is not protected by the attorney-client privilege or the attorney work product doctrine, to the United States regarding the Communicating of Competitively Sensitive Information or any agreement with any other Station it does not own or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information while an employee of the Defendant; 2. producing, upon request of the United States, all documents, data, and other materials, wherever located, to the extent not protected under the attorney-client privilege or the attorney work-product doctrine, in the possession, custody, or control of Defendant, that relate to the Communication of Competitively Sensitive Information or any agreement with any other Station or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information, and a log of documents protected by the attorney-client privilege or the attorney work product doctrine; 3. making available for interview any officers, directors, employees, and agents of Defendant if so requested on reasonable notice by the United States; and 4. testifying at trial and other judicial proceedings fully, truthfully, and under oath, when called upon to do so by the United States; 5. provided however, that the obligations of Defendant to cooperate fully with the United States as described in this Section VII shall cease upon the conclusion of all of the United States’ investigations and the United States’ litigations examining whether or alleging that Defendant, any Station that Defendant does not own or operate or such other Station’s Sales Representative Firm Communicated Competitively Sensitive Information or with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1, including exhaustion of all appeals or expiration of time for all appeals of any Court ruling in each such matter, at which point the United States will provide written notice to Defendant that its obligations under this Section VII have expired. B. Defendant is obligated to impose a litigation hold until the United States provides written notice to the Defendant that its obligations under this Section VII have expired. This Paragraph VII(B) does not apply to documents created after entry of this Final Judgment. C. Subject to the full, truthful, and continuing cooperation of Defendant, as defined in Paragraph VII(A), the United States will not bring any further civil action or any criminal charges against Defendant related to any Communication of Competitively Sensitive Information or any agreement to Communicate Competitively Sensitive Information with any other Station VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 62977 it does not own or operate or such other Station’s Sales Representative Firm when that agreement: 1. was Communicated, entered into and terminated on or before the date of the filing of the Complaint in this action (or in the case of a Station that is acquired by Defendant after entry of this Final Judgment, was Communicated or entered into before the acquisition and terminated within 120 days after the closing of the acquisition); and 2. does not constitute or include an agreement to fix prices or divide markets. D. The United States’ agreement set forth in Paragraph VII(C) does not apply to any acts of perjury or subornation of perjury (18 U.S.C. §§ 1621–22), making a false statement or declaration (18 U.S.C. §§ 1001, 1623), contempt (18 U.S.C. §§ 401–402), or obstruction of justice (18 U.S.C. § 1503, et seq.) by the Defendant or its officers, directors, and employees. The United States’ agreement set forth in Paragraph VII(C) does not release any claims against any Sales Representative Firm. C. If at the time information or documents are furnished by Defendant to the United States, Defendant represents and identifies 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 Defendant marks 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 Defendant ten calendar days’ notice prior to divulging such material in any legal proceeding (other than a grand jury proceeding). VIII. COMPLIANCE INSPECTION A. For the purposes of determining or securing compliance with this Final Judgment or of any related orders, or of determining whether the Final Judgment should be modified, and subject to any legally recognized privilege, from time to time 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 Defendant, be permitted: 1. to access during Defendant’s office hours to inspect and copy, or at the option of the United States, to require Defendant to provide electronic or hard copies of all books, ledgers, accounts, records, data, and documents in the possession, custody, or control of Defendant, relating to any matters that are the subject of this Final Judgment, not protected by the attorney-client privilege or the attorney work product doctrine; and 2. to interview, either informally or on the record, Defendant’s 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 Defendant; and 3. to obtain from Defendant written reports or responses to written interrogatories, of information not protected by the attorneyclient privilege or attorney work product doctrine, under oath if requested, relating to any matters that are the subject of this Final Judgment as may be requested. B. No information or documents obtained by the means provided in this Section VIII shall be divulged by the United States to any Person other than an authorized representative of the executive branch of the United States, 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 for law enforcement purposes, or as otherwise required by law. X. ENFORCEMENT OF FINAL JUDGMENT A. The United States retains and reserves all rights to enforce the provisions of this Final Judgment, including its right to seek an order of contempt from this Court. Defendant agrees that in any civil contempt action, any motion to show cause, or any similar civil action brought by the United States regarding an alleged violation of this Final Judgment, the United States may establish a violation of the decree and the appropriateness of any remedy therefor by a preponderance of the evidence, and Defendant waives any argument that a different standard of proof should apply. B. The Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore all competition the United States alleged was harmed by the challenged conduct. Defendant agrees that it may be held in contempt of, and that the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter. C. In any enforcement proceeding in which the Court finds that Defendant has violated this Final Judgment, the United States may apply to the Court for a one-time extension of this Final Judgment, together with such other relief as may be appropriate. In connection with any successful effort by the United States to enforce this Final Judgment against Defendant, whether litigated or resolved prior to litigation, Defendant agrees to reimburse the United States for the fees and expenses of its attorneys, as well as any other costs including experts’ fees, incurred in connection with that enforcement effort, including in the investigation of the potential violation. PO 00000 Frm 00015 Fmt 4701 Sfmt 4703 IX. 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. XI. EXPIRATION OF FINAL JUDGMENT Unless this Court grants an extension, this Final Judgment shall expire seven years from E:\FR\FM\06DEN2.SGM 06DEN2 62978 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon notice by the United States to the Court and Defendant that the continuation of the Final Judgment no longer is necessary or in the public interest. XII. NOTICE For purposes of this Final Judgment, any notice or other communication required to be provided to the United States shall be sent to the person at the address set forth below (or such other addresses as the United States may specify in writing to Defendant): Chief, Media, Entertainment, and Professional Services Section, U.S. Department of Justice, Antitrust Division, 450 Fifth Street, NW, Suite 4000, Washington, D.C. 20530. XIII. 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 upon the record before the Court, which includes the Competitive Impact Statement and any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest. IT IS SO ORDERED by the Court, this l l day of ll, 201ll. Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C. § 16 khammond on DSK30JT082PROD with NOTICES2 lllllllllllllllllllll United States District Judge Exhibit 1 [Company Letterhead] [Name and Address of Antitrust Compliance Officer] Re: Prohibitions Against Sharing of Competitively Sensitive Information Dear [XX]: I provide you this notice regarding a judgment recently entered by a federal judge in Washington, D.C. prohibiting the sharing of certain information with other broadcast television station(s). The judgment applies to our company and all of its employees, including you, so it is important that you understand the obligations it imposes on us. [CEO Name] has asked me to let each of you know that [s/he] expects you to take these obligations seriously and abide by them. The judgment prohibits us from sharing or receiving, directly or indirectly (including through our national sales representative firm), competitively sensitive information with or from any employee, agent, or representative of another broadcast television station in the same DMA it does not own or operate. Competitively sensitive information means any non-public information regarding the sale of spot advertising on broadcast television stations, including information relating to any pricing or pricing strategies, pacing, holding capacity, revenues, or market VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 shares. There are limited exceptions to this restriction, which are listed in the judgment. The company will provide briefing on the legitimate or illegitimate exchange of information. You must consult with me if you have any questions on whether a particular circumstance is subject to an exception under the judgment. A copy of the judgment is attached. Please read it carefully and familiarize yourself with its terms. The judgment, rather than the above description, is controlling. If you have any questions about the judgment or how it affects your sale of spot advertising, please contact me as soon as possible. Please sign and return the attached Employee Certification to [Defendant’s Antitrust Compliance Officer] within thirty days of your receipt of this letter. Thank you for your cooperation. Sincerely, [Defendant’s Antitrust Compliance Officer] Employee Certification I, ll [name], ll [position] at ll [station or location] do hereby certify that I (i) have read and understand, and agree to abide by, the terms of the Final Judgment; (ii) am not aware of any violation of the Final Judgment that has not been reported to [Defendant]; and (iii) understand that my failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court. lllllllllllllllllllll Name: Date: Exhibit 2 United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan ACKNOWLEDGEMENT OF APPLICABILITY The undersigned acknowledges that [Full Buyer Name], including its successors and assigns, and its subsidiaries, divisions, and broadcast television stations, and their directors, officers, and employees (‘‘Acquirer’’), following consummation of the Acquirer’s acquisition of [insert names of station or stations acquired] (each, an ‘‘Acquired Station’’), is bound by the Final Judgment entered by this Court on [date] (‘‘Final Judgment’’), as if the Acquirer were a Defendant under the Final Judgment, as follows: 1. The Acquirer shall be bound in full by all Sections of the Consent Decree not specifically discussed below. 2. As to Sections IV, V, and VII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors only with respect to any responsibilities or actions regarding any Acquired Stations, and (iii) employees with PO 00000 Frm 00016 Fmt 4701 Sfmt 4703 management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station, only with respect to those responsibilities. 3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), VI(E), and VIII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station. 4. The release contained in Sections VII(C) and (D) applies to the Acquirer, but only to civil actions or criminal charges arising from actions taken by any Acquired Station. 5. The Acquirer shall not be bound by Sections VI(C)(1), VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all. 6. Section VI(A) applies to the Acquirer, but is modified to make the initial period for appointing an Antitrust Compliance Officer in the first sentence 120 days from consummation of the Acquirer’s acquisition of the Acquired Station or Acquired Stations. This Acknowledgement of Applicability may be voided by a joint written agreement between the United States and the Acquirer. Dated: [ ] Respectfully submitted, /s/ lllllllllllllllllll [Counsel for Acquirer] United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan [PROPOSED] FINAL JUDGMENT WHEREAS, Plaintiff, United States of America, filed its Complaint on November ll, 2018, alleging that Defendant Meredith Corporation, among others, violated Section 1 of the Sherman Act, 15 U.S.C. § 1, the United States and Defendant, by their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law; AND WHEREAS, this Final Judgment does not constitute any evidence against or admission by any party regarding any issue of fact or law; AND WHEREAS, the United States and Defendant agree to be bound by the provisions of this Final Judgment pending its approval by this Court; AND WHEREAS, the Defendant agrees to undertake certain actions and to refrain from engaging in certain forms of information sharing with its competitors; 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 ORDERED, ADJUDGED, AND DECREED: E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices khammond on DSK30JT082PROD with NOTICES2 I. JURISDICTION This Court has jurisdiction over the subject matter and each of the parties to this action. The allegations in the Complaint arise under Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. See 28 U.S.C. § 1331. II. DEFINITIONS As used in this Final Judgment: A. ‘‘Advertiser’’ means an advertiser, an advertiser’s buying agent, or an advertiser’s representative. B. ‘‘Agreement’’ means any agreement, understanding, pact, contract, or arrangement, formal or informal, oral or written, between two or more Persons. C. ‘‘Communicate,’’ ‘‘Communicating,’’ and ‘‘Communication(s)’’ means to provide, send, discuss, circulate, exchange, request, or solicit information, whether directly or indirectly, and regardless of the means by which it is accomplished, including orally or by written means of any kind, such as electronic communications, e-mails, facsimiles, telephone communications, voicemails, text messages, audio recordings, meetings, interviews, correspondence, exchange of written or recorded information, or face-to-face meetings. D. ‘‘Competitively Sensitive Information’’ means any of the following information, less than eighteen months old, of Defendant or any broadcast television station regarding the sale of spot advertising on broadcast television stations: Non-Public Information relating to pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. Reports containing only aggregated market-level or national data are not Competitively Sensitive Information, but reports (including by paid subscription) that are customized or confidential to a particular Station or broadcast television station group are Competitively Sensitive Information. E. ‘‘Cooperative Agreement’’ means (1) joint sales agreements, joint operating agreements, local marketing agreements, news share agreements, or shared services agreements, or (2) any agreement through which a Person exercises control over any broadcast television station not owned by the Person. F. ‘‘Defendant’’ means Meredith Corporation, an Iowa corporation with its headquarters in Des Moines, Iowa, its successors and assigns, and its subsidiaries, divisions, and Stations, and their directors, officers, and employees. G. ‘‘DMA’’ means Designated Market Area as defined by A.C. Nielsen Company and used by the Investing in Television BIA Market Report 2018. H. ‘‘Management’’ means all directors and officers of Defendant, or any other employee with management or supervisory responsibilities for Defendant’s business or operations related to the sale of spot advertising on any Station. I. ‘‘Non-Public Information’’ means information that is not available from public sources or generally available to the public. Measurement or quantification of a Station’s future holding capacity is Non-Public Information, but measurement or quantification of a Station’s past holding capacity is not Non-Public Information. For VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 the avoidance of doubt, the fact that information is available by paid subscription does not on its own render the information public. J. ‘‘Person’’ means any natural person, corporation, company, partnership, joint venture, firm, association, proprietorship, agency, board, authority, commission, office, or other business or legal entity, whether private or governmental. K. ‘‘Sales Representative Firm’’ means any organization, including without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their respective subsidiaries and divisions, that represents a Station or its owner in the sale of spot advertising. L. ‘‘Sales Representative Firm Manager’’ means, for each of Defendant’s Sales Representative Firms, the employee of the Sales Representative Firm with primary responsibility for the relationship with Defendant. M. ‘‘Sales Staff’’ means Defendant’s employees with responsibility for the sale of spot advertising on any Station. N. ‘‘Station’’ means any broadcast television station, its successors and assigns, and its subsidiaries, divisions, groups, and its owner or operator and its directors, officers, managers, and employees, unless a Station owns, is owned by, or is under common ownership with a Sales Representative Firm, in which case that Sales Representative Firm will not be considered a Station. III. APPLICABILITY This Final Judgment applies to Defendant, other Persons in active concert or participation with Defendant who receive actual notice of this Final Judgment by personal service or otherwise, and any Person that signs an Acknowledgment of Applicability, attached as Exhibit 2, to the extent set forth therein, as a condition of the purchase of a Station owned by Defendant as of October 1, 2018. This Final Judgment applies to Defendant’s actions performed under any Cooperative Agreement, even if those actions are taken on behalf of a third party. This Final Judgment is fully enforceable, including by penalty of contempt, against all of the foregoing. IV. PROHIBITED CONDUCT A. Defendant’s Management and Sales Staff shall not, directly or indirectly: 1. Communicate Competitively Sensitive Information to any Station in the same DMA it does not own or operate; 2. Knowingly use Competitively Sensitive Information from or regarding any Station in the same DMA it does not own or operate; 3. Encourage or facilitate the Communication of Competitively Sensitive Information to or from any Station in the same DMA it does not own or operate; or 4. Attempt to enter into, enter into, maintain, or enforce any agreement to Communicate Competitively Sensitive Information with any Station in the same DMA it does not own or operate. B. The prohibitions under Paragraph IV(A) apply to Defendant’s Communicating or agreeing to Communicate through a Sales Representative Firm or a third-party agent at Defendant’s instruction or request. PO 00000 Frm 00017 Fmt 4701 Sfmt 4703 62979 C. Defendant shall not sell any Station owned by the Defendant as of October 1, 2018 to any Person unless that Person has first executed the Acknowledgment of Applicability, attached as Exhibit 2. Defendant shall submit any Acknowledgement of Applicability to the United States within 15 days of consummating the sale of such Station. The United States, in its sole discretion, may waive the prohibition in this Paragraph IV(C) on a Station-by-Station basis. Alternatively, the United States and the Person signing the Acknowledgement of Applicability may agree to void the Acknowledgement of Applicability at any time. The first sentence of this paragraph shall not apply to the sale of any Station to a Person already bound to a final judgment entered by a court regarding the Communication of Competitively Sensitive Information. V. CONDUCT NOT PROHIBITED A. Nothing in Section IV shall prohibit Defendant from Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information with an actual or prospective Advertiser, except that, if the Advertiser is another Station, Defendant’s Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information is excluded from the terms of Section IV only insofar as is reasonably necessary to negotiate the sale of spot advertising on broadcast television stations. For the avoidance of doubt, Defendant is not prohibited from internally using Competitively Sensitive Information received from an Advertiser that is a Station under the preceding sentence, but Defendant is prohibited from Communicating that Competitively Sensitive Information to a Station in the same DMA that it does not own or operate. B. Nothing in Section IV shall prohibit Defendant from, after securing advice of counsel and in consultation with the Antitrust Compliance Officer, Communicating, using, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information with any Station when such Communication or use is (a) for the purpose of evaluating or effectuating a bona fide acquisition, disposition, or exchange of Stations or related assets, or (b) reasonably necessary for achieving the efficiencies of any other legitimate competitor collaboration. With respect to any such agreement: 1. For all agreements under Part V(B)(a) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment, Defendant shall maintain documents sufficient to show: i. the specific transaction or proposed transaction to which the sharing of Competitively Sensitive Information relates; ii. the employees, identified with reasonable specificity, who are involved in the sharing of Competitively Sensitive Information; and E:\FR\FM\06DEN2.SGM 06DEN2 khammond on DSK30JT082PROD with NOTICES2 62980 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices iii. the termination date or event of the sharing of Competitively Sensitive Information. 2. All agreements under Part V(B)(b) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment shall be in writing, and shall: i. identify and describe, with specificity, the collaboration to which it is ancillary; ii. be narrowly tailored to permit the Communication of Competitively Sensitive Information only when reasonably necessary and only to the employees reasonably necessary to effectuate the collaboration; iii. identify with reasonable specificity the Competitively Sensitive Information Communicated pursuant to the agreement and identify the employees to receive the Competitively Sensitive Information; iv. contain a specific termination date or event; and v. be signed by all parties to the agreement, including any modifications to the agreement. 3. For Communications under Part V(B)(a) above, Defendant shall maintain copies of all materials required under Paragraph V(B)(1) for five years or the duration of the Final Judgment, whichever is shorter, following entry into any agreement to Communicate or receive Competitively Sensitive Information, and Defendant shall make such documents available to the United States upon request, if such request is made during the preservation period. 4. For Communications under Part V(B)(b) above, Defendant shall furnish a copy of all materials required under Paragraph V(B)(2) to the United States within thirty days of the entry, renewal, or extension of the agreement. 5. For purposes of this Section V(B) only, a Joint Sales Agreement, Local Marketing Agreement, or similar agreement pursuant to which the Defendant Communicates, uses, encourages or facilitates the Communication of, or attempts to enter into, enters into, maintains, or enforces any agreement to Communicate Competitively Sensitive Information related solely to the sale of spot advertising for which Defendant is responsible on a Station, shall be considered a ‘‘legitimate competitor collaboration’’ under Part V(B)(b). C. Nothing in Section IV shall prohibit Defendant from engaging in conduct in accordance with the doctrine established in Eastern Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and their progeny. D. Nothing in Section IV prohibits Defendant from (1) Communicating, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information for the purpose of aggregation if (a) Competitively Sensitive Information is sent to or received from, and the aggregation is managed by, a third party not owned or operated by any Station; (b) the information disseminated by the aggregator is limited to historical total VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 broadcast television station revenue or other geographic or characteristic categorization (e.g., national, local, or political sales revenue); and (c) any information disseminated is sufficiently aggregated such that it would not allow a recipient to identify, deduce, or estimate the prices or pacing of any individual broadcast television station not owned or operated by that recipient; or (2) using information that meets the requirements of Parts V(D)(1)(a)–(c). VI. REQUIRED CONDUCT A. Within ten days of entry of this Final Judgment, Defendant shall appoint an Antitrust Compliance Officer who is an internal employee or Officer of the Defendant, and identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Within forty-five days of a vacancy in the Antitrust Compliance Officer position, Defendant shall appoint a replacement, and shall identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Defendant’s initial or replacement appointment of an Antitrust Compliance Officer is subject to the approval of the United States, in its sole discretion. B. The Antitrust Compliance Officer shall have, or shall retain outside counsel who has, the following minimum qualifications: 1. be an active member in good standing of the bar in any U.S. jurisdiction; and 2. have at least five years’ experience in legal practice, including experience with antitrust matters, unless finding an Antitrust Compliance Officer or outside counsel meeting this experience requirement is a hardship on or is not reasonably available to the Defendant, under which circumstances the Defendant may select an Antitrust Compliance Officer or shall retain outside counsel who has at least five years’ experience in legal practice, including experience with regulatory or compliance matters. C. The Antitrust Compliance Officer shall, directly or through the employees or counsel working at the Antitrust Compliance Officer’s responsibility and direction: 1. within fourteen days of entry of the Final Judgment, furnish to all of Defendant’s Management and Sales Staff and Sales Representative Firm Managers a copy of this Final Judgment, the Competitive Impact Statement filed by the United States with the Court, and a cover letter in a form attached as Exhibit 1; 2. within fourteen days of entry of the Final Judgment, in a manner to be devised by Defendant and approved by the United States, provide Defendant’s Management and Sales Staff reasonable notice of the meaning and requirements of this Final Judgment; 3. annually brief Defendant’s Management and Sales Staff on the meaning and requirements of this Final Judgment and the U.S. antitrust laws; 4. brief any person who succeeds a person in any position identified in Paragraph VI(C)(3), within sixty days of such succession; 5. obtain from each person designated in Paragraph VI(C)(3) or VI(C)(4), within thirty PO 00000 Frm 00018 Fmt 4701 Sfmt 4703 days of that person’s receipt of the Final Judgment, a certification that the person (i) has read and understands and agrees to abide by the terms of this Final Judgment; (ii) is not aware of any violation of the Final Judgment that has not been reported to Defendant; and (iii) understands that failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court; 6. annually communicate to Defendant’s Management and Sales Staff that they may disclose to the Antitrust Compliance Officer, without reprisal for such disclosure, information concerning any violation or potential violation of this Final Judgment or the U.S. antitrust laws by Defendant; 7. within thirty days of the latest filing of the Complaint, Proposed Final Judgment, or Competitive Impact Statement in this action, Defendant shall provide notice, in each DMA in which Defendant owns or operates a Station, to (i) every full power Station in that DMA that sells broadcast television spot advertising that Defendant does not own or operate and (ii) any Sales Representative Firm selling advertising in that DMA on behalf of Defendant, of the Complaint, Proposed Final Judgment, and Competitive Impact Statement in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion. Defendant shall provide the United States with its proposal, including the list of recipients, within ten days of the filing of the Complaint; and 8. maintain for five years or until expiration of the Final Judgement, whichever is shorter, a copy of all materials required to be issued under Paragraph VI(C), and furnish them to the United States within ten days if requested to do so, except documents protected under the attorney-client privilege or the attorney work-product doctrine. For all materials required to be furnished under Paragraph VI(C) which Defendant claims are protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log. D. Defendant shall: 1. upon Management or the Antitrust Compliance Officer learning of any violation or potential violation of any of the terms and conditions contained in this Final Judgment, (i) promptly take appropriate action to investigate, and in the event of a violation, terminate or modify the activity so as to comply with this Final Judgment, (ii) maintain all documents related to any violation or potential violation of this Final Judgment for a period of five years or the duration of this Final Judgement, whichever is shorter, and (iii) maintain, and furnish to the United States at the United States’ request, a log of (a) all such documents and documents for which Defendant claims protection under the attorney-client privilege or the attorney work product doctrine, and (b) all potential and actual violations, even if no documentary evidence regarding the violations exist; 2. within thirty days of Management or the Antitrust Compliance Officer learning of any such violation or potential violation of any of the terms and conditions contained in this E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices khammond on DSK30JT082PROD with NOTICES2 Final Judgment, file with the United States a statement describing any violation or potential violation of any of the terms and conditions contained in this Final Judgment, which shall include a description of any Communications constituting the violation or potential violation, including the date and place of the Communication, the Persons involved, and the subject matter of the Communication; 3. establish a whistleblower protection policy, which provides that any employee may disclose, without reprisal for such disclosure, to the Antitrust Compliance Officer information concerning any violation or potential violation by the Defendant of this Final Judgment or U.S. antitrust laws; 4. have its CEO, General Counsel or Chief Legal Officer certify in writing to the United States annually on the anniversary date of the entry of this Final Judgment that Defendant has complied with the provisions of this Final Judgment; 5. maintain and produce to the United States upon request: (i) a list identifying all employees having received the annual antitrust briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) copies of all materials distributed as part of the annual antitrust briefing required under Paragraphs VI(C)(3) and V(C)(4). For all materials requested to be produced under this Paragraph VI(D)(5) for which Defendant claims is protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log; and 6. instruct each Sales Representative Firm Manager that the Sales Representative Firm shall not Communicate any of Defendant’s Competitively Sensitive Information in a way that would violate Sections IV and V of this Final Judgment if the Sales Representative Firm were included in the definition of ‘‘Defendant’’ in Paragraph II(F), in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion, maintained and produced to the United States upon request. E. For the avoidance of doubt, the term ‘‘potential violation’’ as used in Paragraph VI(D) does not include the discussion of future conduct. F. If Defendant acquires a Station after entry of this Final Judgment, this Section VI will not apply to that acquired Station or the employees of that acquired Station until 120 days after closing of the acquisition of that acquired Station. VII. DEFENDANT’S COOPERATION A. Defendant shall cooperate fully and truthfully with the United States in any investigation or litigation examining whether or alleging that Defendant, any Station that Defendant does not own or operate, or any Sales Representative Firm Communicated Competitively Sensitive Information with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. Defendant shall use its best efforts to ensure that all current and former officers, directors, employees, and agents also fully and promptly cooperate with the United States. The full, truthful, and continuing VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 cooperation of Defendant shall include, but not be limited to: 1. providing sworn testimony, that is not protected by the attorney-client privilege or the attorney work product doctrine, to the United States regarding the Communicating of Competitively Sensitive Information or any agreement with any other Station it does not own or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information while an employee of the Defendant; 2. producing, upon request of the United States, all documents, data, and other materials, wherever located, to the extent not protected under the attorney-client privilege or the attorney work-product doctrine, in the possession, custody, or control of Defendant, that relate to the Communication of Competitively Sensitive Information or any agreement with any other Station or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information, and a log of documents protected by the attorney-client privilege or the attorney work product doctrine; 3. making available for interview any officers, directors, employees, and agents of Defendant if so requested on reasonable notice by the United States; and 4. testifying at trial and other judicial proceedings fully, truthfully, and under oath, when called upon to do so by the United States; 5. provided however, that the obligations of Defendant to cooperate fully with the United States as described in this Section VII shall cease upon the conclusion of all of the United States’ investigations and the United States’ litigations examining whether or alleging that Defendant, any Station that Defendant does not own or operate or such other Station’s Sales Representative Firm Communicated Competitively Sensitive Information or with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1, including exhaustion of all appeals or expiration of time for all appeals of any Court ruling in each such matter, at which point the United States will provide written notice to Defendant that its obligations under this Section VII have expired. B. Defendant is obligated to impose a litigation hold until the United States provides written notice to the Defendant that its obligations under this Section VII have expired. This Paragraph VII(B) does not apply to documents created after entry of this Final Judgment. C. Subject to the full, truthful, and continuing cooperation of Defendant, as defined in Paragraph VII(A), the United States will not bring any further civil action or any criminal charges against Defendant related to any Communication of Competitively Sensitive Information or any agreement to Communicate Competitively Sensitive Information with any other Station it does not own or operate or such other Station’s Sales Representative Firm when that agreement: 1. was Communicated, entered into and terminated on or before the date of the filing of the Complaint in this action (or in the case PO 00000 Frm 00019 Fmt 4701 Sfmt 4703 62981 of a Station that is acquired by Defendant after entry of this Final Judgment, was Communicated or entered into before the acquisition and terminated within 120 days after the closing of the acquisition); and 2. does not constitute or include an agreement to fix prices or divide markets. D. The United States’ agreement set forth in Paragraph VII(C) does not apply to any acts of perjury or subornation of perjury (18 U.S.C. §§ 1621–22), making a false statement or declaration (18 U.S.C. §§ 1001, 1623), contempt (18 U.S.C. §§ 401–402), or obstruction of justice (18 U.S.C. § 1503, et seq.) by the Defendant or its officers, directors, and employees. The United States’ agreement set forth in Paragraph VII(C) does not release any claims against any Sales Representative Firm. VIII. COMPLIANCE INSPECTION A. For the purposes of determining or securing compliance with this Final Judgment or of any related orders, or of determining whether the Final Judgment should be modified, and subject to any legally recognized privilege, from time to time 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 Defendant, be permitted: 1. to access during Defendant’s office hours to inspect and copy, or at the option of the United States, to require Defendant to provide electronic or hard copies of all books, ledgers, accounts, records, data, and documents in the possession, custody, or control of Defendant, relating to any matters that are the subject of this Final Judgment, not protected by the attorney-client privilege or the attorney work product doctrine; and 2. to interview, either informally or on the record, Defendant’s 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 Defendant; and 3. to obtain from Defendant written reports or responses to written interrogatories, of information not protected by the attorneyclient privilege or attorney work product doctrine, under oath if requested, relating to any matters that are the subject of this Final Judgment as may be requested. B. No information or documents obtained by the means provided in this Section VIII shall be divulged by the United States to any Person other than an authorized representative of the executive branch of the United States, 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 for law enforcement purposes, or as otherwise required by law. C. If at the time information or documents are furnished by Defendant to the United States, Defendant represents and identifies 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 E:\FR\FM\06DEN2.SGM 06DEN2 62982 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices Federal Rules of Civil Procedure, and Defendant marks 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 Defendant ten calendar days’ notice prior to divulging such material in any legal proceeding (other than a grand jury proceeding). IX. RETENTION OF JURISDICTION khammond on DSK30JT082PROD with NOTICES2 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. X. ENFORCEMENT OF FINAL JUDGMENT A. The United States retains and reserves all rights to enforce the provisions of this Final Judgment, including its right to seek an order of contempt from this Court. Defendant agrees that in any civil contempt action, any motion to show cause, or any similar civil action brought by the United States regarding an alleged violation of this Final Judgment, the United States may establish a violation of the decree and the appropriateness of any remedy therefor by a preponderance of the evidence, and Defendant waives any argument that a different standard of proof should apply. B. The Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore all competition the United States alleged was harmed by the challenged conduct. Defendant agrees that it may be held in contempt of, and that the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter. C. In any enforcement proceeding in which the Court finds that Defendant has violated this Final Judgment, the United States may apply to the Court for a one-time extension of this Final Judgment, together with such other relief as may be appropriate. In connection with any successful effort by the United States to enforce this Final Judgment against Defendant, whether litigated or resolved prior to litigation, Defendant agrees to reimburse the United States for the fees and expenses of its attorneys, as well as any other costs including experts’ fees, incurred in connection with that enforcement effort, including in the investigation of the potential violation. XI. EXPIRATION OF FINAL JUDGMENT Unless this Court grants an extension, this Final Judgment shall expire seven years from the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon notice by the United States to the Court and Defendant that the continuation of the Final Judgment VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 no longer is necessary or in the public interest. XII. NOTICE For purposes of this Final Judgment, any notice or other communication required to be provided to the United States shall be sent to the person at the address set forth below (or such other addresses as the United States may specify in writing to Defendant): Chief, Media, Entertainment, and Professional Services Section, U.S. Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 4000, Washington, D.C. 20530. XIII. 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 upon the record before the Court, which includes the Competitive Impact Statement and any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest. IT IS SO ORDERED by the Court, this l l day of ll, 201ll. Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C. § 16 lllllllllllllllllllll United States District Judge Exhibit 1 [Company Letterhead] [Name and Address of Antitrust Compliance Officer] Re: Prohibitions Against Sharing of Competitively Sensitive Information Dear [XX]: I provide you this notice regarding a judgment recently entered by a federal judge in Washington, D.C. prohibiting the sharing of certain information with other broadcast television station(s). The judgment applies to our company and all of its employees, including you, so it is important that you understand the obligations it imposes on us. [CEO Name] has asked me to let each of you know that [s/he] expects you to take these obligations seriously and abide by them. The judgment prohibits us from sharing or receiving, directly or indirectly (including through our national sales representative firm), competitively sensitive information with or from any employee, agent, or representative of another broadcast television station in the same DMA it does not own or operate. Competitively sensitive information means any non-public information regarding the sale of spot advertising on broadcast television stations, including information relating to any pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. There are limited exceptions to this restriction, which are listed in the judgment. The company will provide briefing on the legitimate or illegitimate exchange of information. You must consult with me if PO 00000 Frm 00020 Fmt 4701 Sfmt 4703 you have any questions on whether a particular circumstance is subject to an exception under the judgment. A copy of the judgment is attached. Please read it carefully and familiarize yourself with its terms. The judgment, rather than the above description, is controlling. If you have any questions about the judgment or how it affects your sale of spot advertising, please contact me as soon as possible. Please sign and return the attached Employee Certification to [Defendant’s Antitrust Compliance Officer] within thirty days of your receipt of this letter. Thank you for your cooperation. Sincerely, [Defendant’s Antitrust Compliance Officer] Employee Certification I, ll [name], ll [position] at [station or location] do hereby certify that I (i) have read and understand, and agree to abide by, the terms of the Final Judgment; (ii) am not aware of any violation of the Final Judgment that has not been reported to [Defendant]; and (iii) understand that my failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court. lllllllllllllllllllll Name: Date: Exhibit 2 United States District Court for the District of Columbia United States of America; Plaintiff, v.Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan ACKNOWLEDGEMENT OF APPLICABILITY The undersigned acknowledges that [Full Buyer Name], including its successors and assigns, and its subsidiaries, divisions, and broadcast television stations, and their directors, officers, and employees (‘‘Acquirer’’), following consummation of the Acquirer’s acquisition of [insert names of station or stations acquired] (each, an ‘‘Acquired Station’’), is bound by the Final Judgment entered by this Court on [date] (‘‘Final Judgment’’), as if the Acquirer were a Defendant under the Final Judgment, as follows: 7. The Acquirer shall be bound in full by all Sections of the Consent Decree not specifically discussed below. 8. As to Sections IV, V, and VII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors only with respect to any responsibilities or actions regarding any Acquired Stations, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station, only with respect to those responsibilities. E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices 9. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), VI(E), and VIII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station. 10. The release contained in Sections VII(C) and (D) applies to the Acquirer, but only to civil actions or criminal charges arising from actions taken by any Acquired Station. 11. The Acquirer shall not be bound by Sections VI(C)(1), VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all. 12. Section VI(A) applies to the Acquirer, but is modified to make the initial period for appointing an Antitrust Compliance Officer in the first sentence 120 days from consummation of the Acquirer’s acquisition of the Acquired Station or Acquired Stations. This Acknowledgement of Applicability may be voided by a joint written agreement between the United States and the Acquirer. Dated: [ ] Respectfully submitted, /s/ lllllllllllllllllll [Counsel for Acquirer] khammond on DSK30JT082PROD with NOTICES2 United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan [PROPOSED] FINAL JUDGMENT WHEREAS, Plaintiff, United States of America, filed its Complaint on November l l, 2018, alleging that Defendant Griffin Communications, LLC, among others, violated Section 1 of the Sherman Act, 15 U.S.C. § 1, the United States and Defendant, by their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law; AND WHEREAS, this Final Judgment does not constitute any evidence against or admission by any party regarding any issue of fact or law; AND WHEREAS, the United States and Defendant agree to be bound by the provisions of this Final Judgment pending its approval by this Court; AND WHEREAS, the Defendant agrees to undertake certain actions and to refrain from engaging in certain forms of information sharing with its competitors; 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 ORDERED, ADJUDGED, AND DECREED: I. JURISDICTION This Court has jurisdiction over the subject matter and each of the parties to this action. VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 The allegations in the Complaint arise under Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. See 28 U.S.C. § 1331. II. DEFINITIONS As used in this Final Judgment: A. ‘‘Advertiser’’ means an advertiser, an advertiser’s buying agent, or an advertiser’s representative. B. ‘‘Agreement’’ means any agreement, understanding, pact, contract, or arrangement, formal or informal, oral or written, between two or more Persons. C. ‘‘Communicate,’’ ‘‘Communicating,’’ and ‘‘Communication(s)’’ means to provide, send, discuss, circulate, exchange, request, or solicit information, whether directly or indirectly, and regardless of the means by which it is accomplished, including orally or by written means of any kind, such as electronic communications, e-mails, facsimiles, telephone communications, voicemails, text messages, audio recordings, meetings, interviews, correspondence, exchange of written or recorded information, or face-to-face meetings. D. ‘‘Competitively Sensitive Information’’ means any of the following information, less than eighteen months old, of Defendant or any broadcast television station regarding the sale of spot advertising on broadcast television stations: Non-Public Information relating to pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. Reports containing only aggregated market-level or national data are not Competitively Sensitive Information, but reports (including by paid subscription) that are customized or confidential to a particular Station or broadcast television station group are Competitively Sensitive Information. E. ‘‘Cooperative Agreement’’ means (1) joint sales agreements, joint operating agreements, local marketing agreements, news share agreements, or shared services agreements, or (2) any agreement through which a Person exercises control over any broadcast television station not owned by the Person. F. ‘‘Defendant’’ means Griffin Communications, LLC, an Oklahoma limited liability company with its headquarters in Oklahoma City, Oklahoma, its successors and assigns, and its subsidiaries, divisions, and Stations, and their directors, officers, and employees. G. ‘‘DMA’’ means Designated Market Area as defined by A.C. Nielsen Company and used by the Investing in Television BIA Market Report 2018. H. ‘‘Management’’ means all directors and officers of Defendant, or any other employee with management or supervisory responsibilities for Defendant’s business or operations related to the sale of spot advertising on any Station. I. ‘‘Non-Public Information’’ means information that is not available from public sources or generally available to the public. Measurement or quantification of a Station’s future holding capacity is Non-Public Information, but measurement or quantification of a Station’s past holding capacity is not Non-Public Information. For the avoidance of doubt, the fact that information is available by paid subscription PO 00000 Frm 00021 Fmt 4701 Sfmt 4703 62983 does not on its own render the information public. J. ‘‘Person’’ means any natural person, corporation, company, partnership, joint venture, firm, association, proprietorship, agency, board, authority, commission, office, or other business or legal entity, whether private or governmental. K. ‘‘Sales Representative Firm’’ means any organization, including without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their respective subsidiaries and divisions, that represents a Station or its owner in the sale of spot advertising. L. ‘‘Sales Representative Firm Manager’’ means, for each of Defendant’s Sales Representative Firms, the employee of the Sales Representative Firm with primary responsibility for the relationship with Defendant. M. ‘‘Sales Staff’’ means Defendant’s employees with responsibility for the sale of spot advertising on any Station. N. ‘‘Station’’ means any broadcast television station, its successors and assigns, and its subsidiaries, divisions, groups, and its owner or operator and its directors, officers, managers, and employees, unless a Station owns, is owned by, or is under common ownership with a Sales Representative Firm, in which case that Sales Representative Firm will not be considered a Station. III. APPLICABILITY This Final Judgment applies to Defendant, other Persons in active concert or participation with Defendant who receive actual notice of this Final Judgment by personal service or otherwise, and any Person that signs an Acknowledgment of Applicability, attached as Exhibit 2, to the extent set forth therein, as a condition of the purchase of a Station owned by Defendant as of October 1, 2018. This Final Judgment applies to Defendant’s actions performed under any Cooperative Agreement, even if those actions are taken on behalf of a third party. This Final Judgment is fully enforceable, including by penalty of contempt, against all of the foregoing. IV. PROHIBITED CONDUCT A. Defendant’s Management and Sales Staff shall not, directly or indirectly: 1. Communicate Competitively Sensitive Information to any Station in the same DMA it does not own or operate; 2. Knowingly use Competitively Sensitive Information from or regarding any Station in the same DMA it does not own or operate; 3. Encourage or facilitate the Communication of Competitively Sensitive Information to or from any Station in the same DMA it does not own or operate; or 4. Attempt to enter into, enter into, maintain, or enforce any agreement to Communicate Competitively Sensitive Information with any Station in the same DMA it does not own or operate. B. The prohibitions under Paragraph IV(A) apply to Defendant’s Communicating or agreeing to Communicate through a Sales Representative Firm or a third-party agent at Defendant’s instruction or request. C. Defendant shall not sell any Station owned by the Defendant as of October 1, E:\FR\FM\06DEN2.SGM 06DEN2 62984 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices 2018 to any Person unless that Person has first executed the Acknowledgment of Applicability, attached as Exhibit 2. Defendant shall submit any Acknowledgement of Applicability to the United States within 15 days of consummating the sale of such Station. The United States, in its sole discretion, may waive the prohibition in this Paragraph IV(C) on a Station-by-Station basis. Alternatively, the United States and the Person signing the Acknowledgement of Applicability may agree to void the Acknowledgement of Applicability at any time. The first sentence of this paragraph shall not apply to the sale of any Station to a Person already bound to a final judgment entered by a court regarding the Communication of Competitively Sensitive Information. khammond on DSK30JT082PROD with NOTICES2 V. CONDUCT NOT PROHIBITED A. Nothing in Section IV shall prohibit Defendant from Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information with an actual or prospective Advertiser, except that, if the Advertiser is another Station, Defendant’s Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information is excluded from the terms of Section IV only insofar as is reasonably necessary to negotiate the sale of spot advertising on broadcast television stations. For the avoidance of doubt, Defendant is not prohibited from internally using Competitively Sensitive Information received from an Advertiser that is a Station under the preceding sentence, but Defendant is prohibited from Communicating that Competitively Sensitive Information to a Station in the same DMA that it does not own or operate. B. Nothing in Section IV shall prohibit Defendant from, after securing advice of counsel and in consultation with the Antitrust Compliance Officer, Communicating, using, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information with any Station when such Communication or use is (a) for the purpose of evaluating or effectuating a bona fide acquisition, disposition, or exchange of Stations or related assets, or (b) reasonably necessary for achieving the efficiencies of any other legitimate competitor collaboration. With respect to any such agreement: 1. For all agreements under Part V(B)(a) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment, Defendant shall maintain documents sufficient to show: i. the specific transaction or proposed transaction to which the sharing of Competitively Sensitive Information relates; ii. the employees, identified with reasonable specificity, who are involved in the sharing of Competitively Sensitive Information; and VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 iii. the termination date or event of the sharing of Competitively Sensitive Information. 2. All agreements under Part V(B)(b) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment shall be in writing, and shall: i. identify and describe, with specificity, the collaboration to which it is ancillary; ii. be narrowly tailored to permit the Communication of Competitively Sensitive Information only when reasonably necessary and only to the employees reasonably necessary to effectuate the collaboration; iii. identify with reasonable specificity the Competitively Sensitive Information Communicated pursuant to the agreement and identify the employees to receive the Competitively Sensitive Information; iv. contain a specific termination date or event; and v. be signed by all parties to the agreement, including any modifications to the agreement. 3. For Communications under Part V(B)(a) above, Defendant shall maintain copies of all materials required under Paragraph V(B)(1) for five years or the duration of the Final Judgment, whichever is shorter, following entry into any agreement to Communicate or receive Competitively Sensitive Information, and Defendant shall make such documents available to the United States upon request, if such request is made during the preservation period. 4. For Communications under Part V(B)(b) above, Defendant shall furnish a copy of all materials required under Paragraph V(B)(2) to the United States within thirty days of the entry, renewal, or extension of the agreement. 5. For purposes of this Section V(B) only, a Joint Sales Agreement, Local Marketing Agreement, or similar agreement pursuant to which the Defendant Communicates, uses, encourages or facilitates the Communication of, or attempts to enter into, enters into, maintains, or enforces any agreement to Communicate Competitively Sensitive Information related solely to the sale of spot advertising for which Defendant is responsible on a Station, shall be considered a ‘‘legitimate competitor collaboration’’ under Part V(B)(b). C. Nothing in Section IV shall prohibit Defendant from engaging in conduct in accordance with the doctrine established in Eastern Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and their progeny. D. Nothing in Section IV prohibits Defendant from (1) Communicating, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information for the purpose of aggregation if (a) Competitively Sensitive Information is sent to or received from, and the aggregation is managed by, a third party not owned or operated by any Station; (b) the information disseminated by the aggregator is limited to historical total PO 00000 Frm 00022 Fmt 4701 Sfmt 4703 broadcast television station revenue or other geographic or characteristic categorization (e.g., national, local, or political sales revenue); and (c) any information disseminated is sufficiently aggregated such that it would not allow a recipient to identify, deduce, or estimate the prices or pacing of any individual broadcast television station not owned or operated by that recipient; or (2) using information that meets the requirements of Parts V(D)(1)(a)–(c). VI. REQUIRED CONDUCT A. Within ten days of entry of this Final Judgment, Defendant shall appoint an Antitrust Compliance Officer who is an internal employee or Officer of the Defendant, and identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Within forty-five days of a vacancy in the Antitrust Compliance Officer position, Defendant shall appoint a replacement, and shall identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Defendant’s initial or replacement appointment of an Antitrust Compliance Officer is subject to the approval of the United States, in its sole discretion. B. The Antitrust Compliance Officer shall have, or shall retain outside counsel who has, the following minimum qualifications: 1. be an active member in good standing of the bar in any U.S. jurisdiction; and 2. have at least five years’ experience in legal practice, including experience with antitrust matters, unless finding an Antitrust Compliance Officer or outside counsel meeting this experience requirement is a hardship on or is not reasonably available to the Defendant, under which circumstances the Defendant may select an Antitrust Compliance Officer or shall retain outside counsel who has at least five years’ experience in legal practice, including experience with regulatory or compliance matters. C. The Antitrust Compliance Officer shall, directly or through the employees or counsel working at the Antitrust Compliance Officer’s responsibility and direction: 1. within fourteen days of entry of the Final Judgment, furnish to all of Defendant’s Management and Sales Staff and Sales Representative Firm Managers a copy of this Final Judgment, the Competitive Impact Statement filed by the United States with the Court, and a cover letter in a form attached as Exhibit 1; 2. within fourteen days of entry of the Final Judgment, in a manner to be devised by Defendant and approved by the United States, provide Defendant’s Management and Sales Staff reasonable notice of the meaning and requirements of this Final Judgment; 3. annually brief Defendant’s Management and Sales Staff on the meaning and requirements of this Final Judgment and the U.S. antitrust laws; 4. brief any person who succeeds a person in any position identified in Paragraph VI(C)(3), within sixty days of such succession; 5. obtain from each person designated in Paragraph VI(C)(3) or VI(C)(4), within thirty E:\FR\FM\06DEN2.SGM 06DEN2 khammond on DSK30JT082PROD with NOTICES2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices days of that person’s receipt of the Final Judgment, a certification that the person (i) has read and understands and agrees to abide by the terms of this Final Judgment; (ii) is not aware of any violation of the Final Judgment that has not been reported to Defendant; and (iii) understands that failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court; 6. annually communicate to Defendant’s Management and Sales Staff that they may disclose to the Antitrust Compliance Officer, without reprisal for such disclosure, information concerning any violation or potential violation of this Final Judgment or the U.S. antitrust laws by Defendant; 7. within thirty days of the latest filing of the Complaint, Proposed Final Judgment, or Competitive Impact Statement in this action, Defendant shall provide notice, in each DMA in which Defendant owns or operates a Station, to (i) every full power Station in that DMA that sells broadcast television spot advertising that Defendant does not own or operate and (ii) any Sales Representative Firm selling advertising in that DMA on behalf of Defendant, of the Complaint, Proposed Final Judgment, and Competitive Impact Statement in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion. Defendant shall provide the United States with its proposal, including the list of recipients, within ten days of the filing of the Complaint; and 8. maintain for five years or until expiration of the Final Judgement, whichever is shorter, a copy of all materials required to be issued under Paragraph VI(C), and furnish them to the United States within ten days if requested to do so, except documents protected under the attorney-client privilege or the attorney work-product doctrine. For all materials required to be furnished under Paragraph VI(C) which Defendant claims are protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log. D. Defendant shall: 1. upon Management or the Antitrust Compliance Officer learning of any violation or potential violation of any of the terms and conditions contained in this Final Judgment, (i) promptly take appropriate action to investigate, and in the event of a violation, terminate or modify the activity so as to comply with this Final Judgment, (ii) maintain all documents related to any violation or potential violation of this Final Judgment for a period of five years or the duration of this Final Judgement, whichever is shorter, and (iii) maintain, and furnish to the United States at the United States’ request, a log of (a) all such documents and documents for which Defendant claims protection under the attorney-client privilege or the attorney work product doctrine, and (b) all potential and actual violations, even if no documentary evidence regarding the violations exist; 2. within thirty days of Management or the Antitrust Compliance Officer learning of any such violation or potential violation of any of the terms and conditions contained in this VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 Final Judgment, file with the United States a statement describing any violation or potential violation of any of the terms and conditions contained in this Final Judgment, which shall include a description of any Communications constituting the violation or potential violation, including the date and place of the Communication, the Persons involved, and the subject matter of the Communication; 3. establish a whistleblower protection policy, which provides that any employee may disclose, without reprisal for such disclosure, to the Antitrust Compliance Officer information concerning any violation or potential violation by the Defendant of this Final Judgment or U.S. antitrust laws; 4. have its CEO, General Counsel or Chief Legal Officer certify in writing to the United States annually on the anniversary date of the entry of this Final Judgment that Defendant has complied with the provisions of this Final Judgment; 5. maintain and produce to the United States upon request: (i) a list identifying all employees having received the annual antitrust briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) copies of all materials distributed as part of the annual antitrust briefing required under Paragraphs VI(C)(3) and V(C)(4). For all materials requested to be produced under this Paragraph VI(D)(5) for which Defendant claims is protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log; and 6. instruct each Sales Representative Firm Manager that the Sales Representative Firm shall not Communicate any of Defendant’s Competitively Sensitive Information in a way that would violate Sections IV and V of this Final Judgment if the Sales Representative Firm were included in the definition of ‘‘Defendant’’ in Paragraph II(F), in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion, maintained and produced to the United States upon request. E. For the avoidance of doubt, the term ‘‘potential violation’’ as used in Paragraph VI(D) does not include the discussion of future conduct. F. If Defendant acquires a Station after entry of this Final Judgment, this Section VI will not apply to that acquired Station or the employees of that acquired Station until 120 days after closing of the acquisition of that acquired Station. VII. DEFENDANT’S COOPERATION A. Defendant shall cooperate fully and truthfully with the United States in any investigation or litigation examining whether or alleging that Defendant, any Station that Defendant does not own or operate, or any Sales Representative Firm Communicated Competitively Sensitive Information with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. Defendant shall use its best efforts to ensure that all current and former officers, directors, employees, and agents also fully and promptly cooperate with the United States. The full, truthful, and continuing PO 00000 Frm 00023 Fmt 4701 Sfmt 4703 62985 cooperation of Defendant shall include, but not be limited to: 1. providing sworn testimony, that is not protected by the attorney-client privilege or the attorney work product doctrine, to the United States regarding the Communicating of Competitively Sensitive Information or any agreement with any other Station it does not own or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information while an employee of the Defendant; 2. producing, upon request of the United States, all documents, data, and other materials, wherever located, to the extent not protected under the attorney-client privilege or the attorney work-product doctrine, in the possession, custody, or control of Defendant, that relate to the Communication of Competitively Sensitive Information or any agreement with any other Station or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information, and a log of documents protected by the attorney-client privilege or the attorney work product doctrine; 3. making available for interview any officers, directors, employees, and agents of Defendant if so requested on reasonable notice by the United States; and 4. testifying at trial and other judicial proceedings fully, truthfully, and under oath, when called upon to do so by the United States; 5. provided however, that the obligations of Defendant to cooperate fully with the United States as described in this Section VII shall cease upon the conclusion of all of the United States’ investigations and the United States’ litigations examining whether or alleging that Defendant, any Station that Defendant does not own or operate or such other Station’s Sales Representative Firm Communicated Competitively Sensitive Information or with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1, including exhaustion of all appeals or expiration of time for all appeals of any Court ruling in each such matter, at which point the United States will provide written notice to Defendant that its obligations under this Section VII have expired. B. Defendant is obligated to impose a litigation hold until the United States provides written notice to the Defendant that its obligations under this Section VII have expired. This Paragraph VII(B) does not apply to documents created after entry of this Final Judgment. C. Subject to the full, truthful, and continuing cooperation of Defendant, as defined in Paragraph VII(A), the United States will not bring any further civil action or any criminal charges against Defendant related to any Communication of Competitively Sensitive Information or any agreement to Communicate Competitively Sensitive Information with any other Station it does not own or operate or such other Station’s Sales Representative Firm when that agreement: 1. was Communicated, entered into and terminated on or before the date of the filing of the Complaint in this action (or in the case E:\FR\FM\06DEN2.SGM 06DEN2 khammond on DSK30JT082PROD with NOTICES2 62986 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices of a Station that is acquired by Defendant after entry of this Final Judgment, was Communicated or entered into before the acquisition and terminated within 120 days after the closing of the acquisition); and 2. does not constitute or include an agreement to fix prices or divide markets. D. The United States’ agreement set forth in Paragraph VII(C) does not apply to any acts of perjury or subornation of perjury (18 U.S.C. §§ 1621–22), making a false statement or declaration (18 U.S.C. §§ 1001, 1623), contempt (18 U.S.C. §§ 401–402), or obstruction of justice (18 U.S.C. § 1503, et seq.) by the Defendant or its officers, directors, and employees. The United States’ agreement set forth in Paragraph VII(C) does not release any claims against any Sales Representative Firm. Federal Rules of Civil Procedure, and Defendant marks 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 Defendant ten calendar days’ notice prior to divulging such material in any legal proceeding (other than a grand jury proceeding). VIII. COMPLIANCE INSPECTION A. For the purposes of determining or securing compliance with this Final Judgment or of any related orders, or of determining whether the Final Judgment should be modified, and subject to any legally recognized privilege, from time to time 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 Defendant, be permitted: 1. to access during Defendant’s office hours to inspect and copy, or at the option of the United States, to require Defendant to provide electronic or hard copies of all books, ledgers, accounts, records, data, and documents in the possession, custody, or control of Defendant, relating to any matters that are the subject of this Final Judgment, not protected by the attorney-client privilege or the attorney work product doctrine; and 2. to interview, either informally or on the record, Defendant’s 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 Defendant; and 3. to obtain from Defendant written reports or responses to written interrogatories, of information not protected by the attorneyclient privilege or attorney work product doctrine, under oath if requested, relating to any matters that are the subject of this Final Judgment as may be requested. B. No information or documents obtained by the means provided in this Section VIII shall be divulged by the United States to any Person other than an authorized representative of the executive branch of the United States, 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 for law enforcement purposes, or as otherwise required by law. C. If at the time information or documents are furnished by Defendant to the United States, Defendant represents and identifies 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 X. ENFORCEMENT OF FINAL JUDGMENT A. The United States retains and reserves all rights to enforce the provisions of this Final Judgment, including its right to seek an order of contempt from this Court. Defendant agrees that in any civil contempt action, any motion to show cause, or any similar civil action brought by the United States regarding an alleged violation of this Final Judgment, the United States may establish a violation of the decree and the appropriateness of any remedy therefor by a preponderance of the evidence, and Defendant waives any argument that a different standard of proof should apply. B. The Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore all competition the United States alleged was harmed by the challenged conduct. Defendant agrees that it may be held in contempt of, and that the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter. C. In any enforcement proceeding in which the Court finds that Defendant has violated this Final Judgment, the United States may apply to the Court for a one-time extension of this Final Judgment, together with such other relief as may be appropriate. In connection with any successful effort by the United States to enforce this Final Judgment against Defendant, whether litigated or resolved prior to litigation, Defendant agrees to reimburse the United States for the fees and expenses of its attorneys, as well as any other costs including experts’ fees, incurred in connection with that enforcement effort, including in the investigation of the potential violation. VerDate Sep<11>2014 22:30 Dec 04, 2018 Jkt 247001 IX. 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. XI. EXPIRATION OF FINAL JUDGMENT Unless this Court grants an extension, this Final Judgment shall expire seven years from the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon notice by the United States to the Court and Defendant that the continuation of the Final Judgment PO 00000 Frm 00024 Fmt 4701 Sfmt 4703 no longer is necessary or in the public interest. XII. NOTICE For purposes of this Final Judgment, any notice or other communication required to be provided to the United States shall be sent to the person at the address set forth below (or such other addresses as the United States may specify in writing to Defendant): Chief, Media, Entertainment, and Professional Services Section, U.S. Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 4000, Washington, D.C. 20530. XIII. 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 upon the record before the Court, which includes the Competitive Impact Statement and any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest. IT IS SO ORDERED by the Court, this l l day of ll, 201ll. Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C. § 16 lllllllllllllllllllll United States District Judge Exhibit 1 [Company Letterhead] [Name and Address of Antitrust Compliance Officer] Re: Prohibitions Against Sharing of Competitively Sensitive Information Dear [XX]: I provide you this notice regarding a judgment recently entered by a federal judge in Washington, D.C. prohibiting the sharing of certain information with other broadcast television station(s). The judgment applies to our company and all of its employees, including you, so it is important that you understand the obligations it imposes on us. [CEO Name] has asked me to let each of you know that [s/he] expects you to take these obligations seriously and abide by them. The judgment prohibits us from sharing or receiving, directly or indirectly (including through our national sales representative firm), competitively sensitive information with or from any employee, agent, or representative of another broadcast television station in the same DMA it does not own or operate. Competitively sensitive information means any non-public information regarding the sale of spot advertising on broadcast television stations, including information relating to any pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. There are limited exceptions to this restriction, which are listed in the judgment. The company will provide briefing on the legitimate or illegitimate exchange of information. You must consult with me if E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices you have any questions on whether a particular circumstance is subject to an exception under the judgment. A copy of the judgment is attached. Please read it carefully and familiarize yourself with its terms. The judgment, rather than the above description, is controlling. If you have any questions about the judgment or how it affects your sale of spot advertising, please contact me as soon as possible. Please sign and return the attached Employee Certification to [Defendant’s Antitrust Compliance Officer] within thirty days of your receipt of this letter. Thank you for your cooperation. Sincerely, [Defendant’s Antitrust Compliance Officer] Employee Certification I, ll [name], ll [position] at ll [station or location] do hereby certify that I (i) have read and understand, and agree to abide by, the terms of the Final Judgment; (ii) am not aware of any violation of the Final Judgment that has not been reported to [Defendant]; and (iii) understand that my failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court. lllllllllllllllllllll Name: Date: Exhibit 2 khammond on DSK30JT082PROD with NOTICES2 United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan ACKNOWLEDGEMENT OF APPLICABILITY The undersigned acknowledges that [Full Buyer Name], including its successors and assigns, and its subsidiaries, divisions, and broadcast television stations, and their directors, officers, and employees (‘‘Acquirer’’), following consummation of the Acquirer’s acquisition of [insert names of station or stations acquired] (each, an ‘‘Acquired Station’’), is bound by the Final Judgment entered by this Court on [date] (‘‘Final Judgment’’), as if the Acquirer were a Defendant under the Final Judgment, as follows: 13. The Acquirer shall be bound in full by all Sections of the Consent Decree not specifically discussed below. 14. As to Sections IV, V, and VII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors only with respect to any responsibilities or actions regarding any Acquired Stations, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station, only with respect to those responsibilities. VerDate Sep<11>2014 22:30 Dec 04, 2018 Jkt 247001 15. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), VI(E), and VIII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station. 16. The release contained in Sections VII(C) and (D) applies to the Acquirer, but only to civil actions or criminal charges arising from actions taken by any Acquired Station. 17. The Acquirer shall not be bound by Sections VI(C)(1), VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all. 18. Section VI(A) applies to the Acquirer, but is modified to make the initial period for appointing an Antitrust Compliance Officer in the first sentence 120 days from consummation of the Acquirer’s acquisition of the Acquired Station or Acquired Stations. This Acknowledgement of Applicability may be voided by a joint written agreement between the United States and the Acquirer. Dated: [ ] Respectfully submitted, /s/ lllllllllllllllllll [Counsel for Acquirer] United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al. Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan [PROPOSED] FINAL JUDGMENT WHEREAS, Plaintiff, United States of America, filed its Complaint on November ll, 2018, alleging that Defendant Dreamcatcher Broadcasting, LLC, among others, violated Section 1 of the Sherman Act, 15 U.S.C. § 1, the United States and Defendant, by their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law; AND WHEREAS, this Final Judgment does not constitute any evidence against or admission by any party regarding any issue of fact or law; AND WHEREAS, the United States and Defendant agree to be bound by the provisions of this Final Judgment pending its approval by this Court; AND WHEREAS, the Defendant agrees to undertake certain actions and to refrain from engaging in certain forms of information sharing with its competitors; 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 ORDERED, ADJUDGED, AND DECREED: I. JURISDICTION This Court has jurisdiction over the subject matter and each of the parties to this action. PO 00000 Frm 00025 Fmt 4701 Sfmt 4703 62987 The allegations in the Complaint arise under Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. See 28 U.S.C. § 1331. II. DEFINITIONS As used in this Final Judgment: A. ‘‘Advertiser’’ means an advertiser, an advertiser’s buying agent, or an advertiser’s representative. B. ‘‘Agreement’’ means any agreement, understanding, pact, contract, or arrangement, formal or informal, oral or written, between two or more Persons. C. ‘‘Communicate,’’ ‘‘Communicating,’’ and ‘‘Communication(s)’’ means to provide, send, discuss, circulate, exchange, request, or solicit information, whether directly or indirectly, and regardless of the means by which it is accomplished, including orally or by written means of any kind, such as electronic communications, e-mails, facsimiles, telephone communications, voicemails, text messages, audio recordings, meetings, interviews, correspondence, exchange of written or recorded information, or face-to-face meetings. D. ‘‘Competitively Sensitive Information’’ means any of the following information, less than eighteen months old, of Defendant or any broadcast television station regarding the sale of spot advertising on broadcast television stations: Non-Public Information relating to pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. Reports containing only aggregated market-level or national data are not Competitively Sensitive Information, but reports (including by paid subscription) that are customized or confidential to a particular Station or broadcast television station group are Competitively Sensitive Information. E. ‘‘Cooperative Agreement’’ means (1) joint sales agreements, joint operating agreements, local marketing agreements, news share agreements, or shared services agreements, or (2) any agreement through which a Person exercises control over any broadcast television station not owned by the Person. F. ‘‘Defendant’’ means Dreamcatcher Broadcasting, LLC, a Delaware corporation with its headquarters in Santa Monica, California, its successors and assigns, and its subsidiaries, divisions, and Stations, and their directors, officers, and employees. G. ‘‘DMA’’ means Designated Market Area as defined by A.C. Nielsen Company and used by the Investing in Television BIA Market Report 2018. H. ‘‘Management’’ means all directors and officers of Defendant, or any other employee with management or supervisory responsibilities for Defendant’s business or operations related to the sale of spot advertising on any Station. I. ‘‘Non-Public Information’’ means information that is not available from public sources or generally available to the public. Measurement or quantification of a Station’s future holding capacity is Non-Public Information, but measurement or quantification of a Station’s past holding capacity is not Non-Public Information. For the avoidance of doubt, the fact that information is available by paid subscription does not on its own render the information public. E:\FR\FM\06DEN2.SGM 06DEN2 62988 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices J. ‘‘Person’’ means any natural person, corporation, company, partnership, joint venture, firm, association, proprietorship, agency, board, authority, commission, office, or other business or legal entity, whether private or governmental. K. ‘‘Sales Representative Firm’’ means any organization, including without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their respective subsidiaries and divisions, that represents a Station or its owner in the sale of spot advertising. L. ‘‘Sales Representative Firm Manager’’ means, for each of Defendant’s Sales Representative Firms, the employee of the Sales Representative Firm with primary responsibility for the relationship with Defendant. M. ‘‘Sales Staff’’ means Defendant’s employees with responsibility for the sale of spot advertising on any Station. N. ‘‘Station’’ means any broadcast television station, its successors and assigns, and its subsidiaries, divisions, groups, and its owner or operator and its directors, officers, managers, and employees, unless a Station owns, is owned by, or is under common ownership with a Sales Representative Firm, in which case that Sales Representative Firm will not be considered a Station. khammond on DSK30JT082PROD with NOTICES2 III. APPLICABILITY This Final Judgment applies to Defendant, other Persons in active concert or participation with Defendant who receive actual notice of this Final Judgment by personal service or otherwise, and any Person that signs an Acknowledgment of Applicability, attached as Exhibit 2, to the extent set forth therein, as a condition of the purchase of a Station owned by Defendant as of October 1, 2018. This Final Judgment applies to Defendant’s actions performed under any Cooperative Agreement, even if those actions are taken on behalf of a third party. This Final Judgment is fully enforceable, including by penalty of contempt, against all of the foregoing. IV. PROHIBITED CONDUCT A. Defendant’s Management and Sales Staff shall not, directly or indirectly: 1. Communicate Competitively Sensitive Information to any Station in the same DMA it does not own or operate; 2. Knowingly use Competitively Sensitive Information from or regarding any Station in the same DMA it does not own or operate; 3. Encourage or facilitate the Communication of Competitively Sensitive Information to or from any Station in the same DMA it does not own or operate; or 4. Attempt to enter into, enter into, maintain, or enforce any agreement to Communicate Competitively Sensitive Information with any Station in the same DMA it does not own or operate. B. The prohibitions under Paragraph IV(A) apply to Defendant’s Communicating or agreeing to Communicate through a Sales Representative Firm or a third-party agent at Defendant’s instruction or request. C. Defendant shall not sell any Station owned by the Defendant as of October 1, 2018 to any Person unless that Person has first executed the Acknowledgment of VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 Applicability, attached as Exhibit 2. Defendant shall submit any Acknowledgement of Applicability to the United States within 15 days of consummating the sale of such Station. The United States, in its sole discretion, may waive the prohibition in this Paragraph IV(C) on a Station-by-Station basis. Alternatively, the United States and the Person signing the Acknowledgement of Applicability may agree to void the Acknowledgement of Applicability at any time. The first sentence of this paragraph shall not apply to the sale of any Station to a Person already bound to a final judgment entered by a court regarding the Communication of Competitively Sensitive Information. V. CONDUCT NOT PROHIBITED A. Nothing in Section IV shall prohibit Defendant from Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information with an actual or prospective Advertiser, except that, if the Advertiser is another Station, Defendant’s Communicating, using, or encouraging or facilitating the Communication of, Competitively Sensitive Information is excluded from the terms of Section IV only insofar as is reasonably necessary to negotiate the sale of spot advertising on broadcast television stations. For the avoidance of doubt, Defendant is not prohibited from internally using Competitively Sensitive Information received from an Advertiser that is a Station under the preceding sentence, but Defendant is prohibited from Communicating that Competitively Sensitive Information to a Station in the same DMA that it does not own or operate. B. Nothing in Section IV shall prohibit Defendant from, after securing advice of counsel and in consultation with the Antitrust Compliance Officer, Communicating, using, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information with any Station when such Communication or use is (a) for the purpose of evaluating or effectuating a bona fide acquisition, disposition, or exchange of Stations or related assets, or (b) reasonably necessary for achieving the efficiencies of any other legitimate competitor collaboration. With respect to any such agreement: 1. For all agreements under Part V(B)(a) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment, Defendant shall maintain documents sufficient to show: i. the specific transaction or proposed transaction to which the sharing of Competitively Sensitive Information relates; ii. the employees, identified with reasonable specificity, who are involved in the sharing of Competitively Sensitive Information; and iii. the termination date or event of the sharing of Competitively Sensitive Information. PO 00000 Frm 00026 Fmt 4701 Sfmt 4703 2. All agreements under Part V(B)(b) with any other Station to Communicate Competitively Sensitive Information that Defendant enters into, renews, or affirmatively extends after the date of entry of this Final Judgment shall be in writing, and shall: i. identify and describe, with specificity, the collaboration to which it is ancillary; ii. be narrowly tailored to permit the Communication of Competitively Sensitive Information only when reasonably necessary and only to the employees reasonably necessary to effectuate the collaboration; iii. identify with reasonable specificity the Competitively Sensitive Information Communicated pursuant to the agreement and identify the employees to receive the Competitively Sensitive Information; iv. contain a specific termination date or event; and v. be signed by all parties to the agreement, including any modifications to the agreement. 3. For Communications under Part V(B)(a) above, Defendant shall maintain copies of all materials required under Paragraph V(B)(1) for five years or the duration of the Final Judgment, whichever is shorter, following entry into any agreement to Communicate or receive Competitively Sensitive Information, and Defendant shall make such documents available to the United States upon request, if such request is made during the preservation period. 4. For Communications under Part V(B)(b) above, Defendant shall furnish a copy of all materials required under Paragraph V(B)(2) to the United States within thirty days of the entry, renewal, or extension of the agreement. 5. For purposes of this Section V(B) only, a Joint Sales Agreement, Local Marketing Agreement, or similar agreement pursuant to which the Defendant Communicates, uses, encourages or facilitates the Communication of, or attempts to enter into, enters into, maintains, or enforces any agreement to Communicate Competitively Sensitive Information related solely to the sale of spot advertising for which Defendant is responsible on a Station, shall be considered a ‘‘legitimate competitor collaboration’’ under Part V(B)(b). C. Nothing in Section IV shall prohibit Defendant from engaging in conduct in accordance with the doctrine established in Eastern Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and their progeny. D. Nothing in Section IV prohibits Defendant from (1) Communicating, encouraging or facilitating the Communication of, or attempting to enter into, entering into, maintaining, or enforcing any agreement to Communicate Competitively Sensitive Information for the purpose of aggregation if (a) Competitively Sensitive Information is sent to or received from, and the aggregation is managed by, a third party not owned or operated by any Station; (b) the information disseminated by the aggregator is limited to historical total broadcast television station revenue or other geographic or characteristic categorization (e.g., national, local, or political sales E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices khammond on DSK30JT082PROD with NOTICES2 revenue); and (c) any information disseminated is sufficiently aggregated such that it would not allow a recipient to identify, deduce, or estimate the prices or pacing of any individual broadcast television station not owned or operated by that recipient; or (2) using information that meets the requirements of Parts V(D)(1)(a)–(c). VI. REQUIRED CONDUCT A. Within ten days of entry of this Final Judgment, Defendant shall appoint an Antitrust Compliance Officer who is an internal employee or Officer of the Defendant, and identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Within forty-five days of a vacancy in the Antitrust Compliance Officer position, Defendant shall appoint a replacement, and shall identify to the United States the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Defendant’s initial or replacement appointment of an Antitrust Compliance Officer is subject to the approval of the United States, in its sole discretion. B. The Antitrust Compliance Officer shall have, or shall retain outside counsel who has, the following minimum qualifications: 1. be an active member in good standing of the bar in any U.S. jurisdiction; and 2. have at least five years’ experience in legal practice, including experience with antitrust matters, unless finding an Antitrust Compliance Officer or outside counsel meeting this experience requirement is a hardship on or is not reasonably available to the Defendant, under which circumstances the Defendant may select an Antitrust Compliance Officer or shall retain outside counsel who has at least five years’ experience in legal practice, including experience with regulatory or compliance matters. C. The Antitrust Compliance Officer shall, directly or through the employees or counsel working at the Antitrust Compliance Officer’s responsibility and direction: 1. within fourteen days of entry of the Final Judgment, furnish to all of Defendant’s Management and Sales Staff and Sales Representative Firm Managers a copy of this Final Judgment, the Competitive Impact Statement filed by the United States with the Court, and a cover letter in a form attached as Exhibit 1; 2. within fourteen days of entry of the Final Judgment, in a manner to be devised by Defendant and approved by the United States, provide Defendant’s Management and Sales Staff reasonable notice of the meaning and requirements of this Final Judgment; 3. annually brief Defendant’s Management and Sales Staff on the meaning and requirements of this Final Judgment and the U.S. antitrust laws; 4. brief any person who succeeds a person in any position identified in Paragraph VI(C)(3), within sixty days of such succession; 5. obtain from each person designated in Paragraph VI(C)(3) or VI(C)(4), within thirty days of that person’s receipt of the Final Judgment, a certification that the person (i) has read and understands and agrees to abide VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 by the terms of this Final Judgment; (ii) is not aware of any violation of the Final Judgment that has not been reported to Defendant; and (iii) understands that failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court; 6. annually communicate to Defendant’s Management and Sales Staff that they may disclose to the Antitrust Compliance Officer, without reprisal for such disclosure, information concerning any violation or potential violation of this Final Judgment or the U.S. antitrust laws by Defendant; 7. within thirty days of the latest filing of the Complaint, Proposed Final Judgment, or Competitive Impact Statement in this action, Defendant shall provide notice, in each DMA in which Defendant owns or operates a Station, to (i) every full power Station in that DMA that sells broadcast television spot advertising that Defendant does not own or operate and (ii) any Sales Representative Firm selling advertising in that DMA on behalf of Defendant, of the Complaint, Proposed Final Judgment, and Competitive Impact Statement in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion. Defendant shall provide the United States with its proposal, including the list of recipients, within ten days of the filing of the Complaint; and 8. maintain for five years or until expiration of the Final Judgement, whichever is shorter, a copy of all materials required to be issued under Paragraph VI(C), and furnish them to the United States within ten days if requested to do so, except documents protected under the attorney-client privilege or the attorney work-product doctrine. For all materials required to be furnished under Paragraph VI(C) which Defendant claims are protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log. D. Defendant shall: 1. upon Management or the Antitrust Compliance Officer learning of any violation or potential violation of any of the terms and conditions contained in this Final Judgment, (i) promptly take appropriate action to investigate, and in the event of a violation, terminate or modify the activity so as to comply with this Final Judgment, (ii) maintain all documents related to any violation or potential violation of this Final Judgment for a period of five years or the duration of this Final Judgement, whichever is shorter, and (iii) maintain, and furnish to the United States at the United States’ request, a log of (a) all such documents and documents for which Defendant claims protection under the attorney-client privilege or the attorney work product doctrine, and (b) all potential and actual violations, even if no documentary evidence regarding the violations exist; 2. within thirty days of Management or the Antitrust Compliance Officer learning of any such violation or potential violation of any of the terms and conditions contained in this Final Judgment, file with the United States a statement describing any violation or potential violation of any of the terms and PO 00000 Frm 00027 Fmt 4701 Sfmt 4703 62989 conditions contained in this Final Judgment, which shall include a description of any Communications constituting the violation or potential violation, including the date and place of the Communication, the Persons involved, and the subject matter of the Communication; 3. establish a whistleblower protection policy, which provides that any employee may disclose, without reprisal for such disclosure, to the Antitrust Compliance Officer information concerning any violation or potential violation by the Defendant of this Final Judgment or U.S. antitrust laws; 4. have its CEO, General Counsel or Chief Legal Officer certify in writing to the United States annually on the anniversary date of the entry of this Final Judgment that Defendant has complied with the provisions of this Final Judgment; 5. maintain and produce to the United States upon request: (i) a list identifying all employees having received the annual antitrust briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) copies of all materials distributed as part of the annual antitrust briefing required under Paragraphs VI(C)(3) and V(C)(4). For all materials requested to be produced under this Paragraph VI(D)(5) for which Defendant claims is protected under the attorney-client privilege or the attorney work-product doctrine, Defendant shall furnish to the United States a privilege log; and 6. instruct each Sales Representative Firm Manager that the Sales Representative Firm shall not Communicate any of Defendant’s Competitively Sensitive Information in a way that would violate Sections IV and V of this Final Judgment if the Sales Representative Firm were included in the definition of ‘‘Defendant’’ in Paragraph II(F), in a form and manner to be proposed by Defendant and approved by the United States in its sole discretion, maintained and produced to the United States upon request. E. For the avoidance of doubt, the term ‘‘potential violation’’ as used in Paragraph VI(D) does not include the discussion of future conduct. F. If Defendant acquires a Station after entry of this Final Judgment, this Section VI will not apply to that acquired Station or the employees of that acquired Station until 120 days after closing of the acquisition of that acquired Station. VII. DEFENDANT’S COOPERATION A. Defendant shall cooperate fully and truthfully with the United States in any investigation or litigation examining whether or alleging that Defendant, any Station that Defendant does not own or operate, or any Sales Representative Firm Communicated Competitively Sensitive Information with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1. Defendant shall use its best efforts to ensure that all current and former officers, directors, employees, and agents also fully and promptly cooperate with the United States. The full, truthful, and continuing cooperation of Defendant shall include, but not be limited to: 1. providing sworn testimony, that is not protected by the attorney-client privilege or E:\FR\FM\06DEN2.SGM 06DEN2 khammond on DSK30JT082PROD with NOTICES2 62990 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices the attorney work product doctrine, to the United States regarding the Communicating of Competitively Sensitive Information or any agreement with any other Station it does not own or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information while an employee of the Defendant; 2. producing, upon request of the United States, all documents, data, and other materials, wherever located, to the extent not protected under the attorney-client privilege or the attorney work-product doctrine, in the possession, custody, or control of Defendant, that relate to the Communication of Competitively Sensitive Information or any agreement with any other Station or such other Station’s Sales Representative Firm to Communicate Competitively Sensitive Information, and a log of documents protected by the attorney-client privilege or the attorney work product doctrine; 3. making available for interview any officers, directors, employees, and agents of Defendant if so requested on reasonable notice by the United States; and 4. testifying at trial and other judicial proceedings fully, truthfully, and under oath, when called upon to do so by the United States; 5. provided however, that the obligations of Defendant to cooperate fully with the United States as described in this Section VII shall cease upon the conclusion of all of the United States’ investigations and the United States’ litigations examining whether or alleging that Defendant, any Station that Defendant does not own or operate or such other Station’s Sales Representative Firm Communicated Competitively Sensitive Information or with or among Defendant or any other Station or any Sales Representative Firm in violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. § 1, including exhaustion of all appeals or expiration of time for all appeals of any Court ruling in each such matter, at which point the United States will provide written notice to Defendant that its obligations under this Section VII have expired. B. Defendant is obligated to impose a litigation hold until the United States provides written notice to the Defendant that its obligations under this Section VII have expired. This Paragraph VII(B) does not apply to documents created after entry of this Final Judgment. C. Subject to the full, truthful, and continuing cooperation of Defendant, as defined in Paragraph VII(A), the United States will not bring any further civil action or any criminal charges against Defendant related to any Communication of Competitively Sensitive Information or any agreement to Communicate Competitively Sensitive Information with any other Station it does not own or operate or such other Station’s Sales Representative Firm when that agreement: 1. was Communicated, entered into and terminated on or before the date of the filing of the Complaint in this action (or in the case of a Station that is acquired by Defendant after entry of this Final Judgment, was Communicated or entered into before the acquisition and terminated within 120 days after the closing of the acquisition); and VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 2. does not constitute or include an agreement to fix prices or divide markets. D. The United States’ agreement set forth in Paragraph VII(C) does not apply to any acts of perjury or subornation of perjury (18 U.S.C. §§ 1621–22), making a false statement or declaration (18 U.S.C. §§ 1001, 1623), contempt (18 U.S.C. §§ 401–402), or obstruction of justice (18 U.S.C. § 1503, et seq.) by the Defendant or its officers, directors, and employees. The United States’ agreement set forth in Paragraph VII(C) does not release any claims against any Sales Representative Firm. shall give Defendant ten calendar days’ notice prior to divulging such material in any legal proceeding (other than a grand jury proceeding). VIII. COMPLIANCE INSPECTION A. For the purposes of determining or securing compliance with this Final Judgment or of any related orders, or of determining whether the Final Judgment should be modified, and subject to any legally recognized privilege, from time to time 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 Defendant, be permitted: 1. to access during Defendant’s office hours to inspect and copy, or at the option of the United States, to require Defendant to provide electronic or hard copies of all books, ledgers, accounts, records, data, and documents in the possession, custody, or control of Defendant, relating to any matters that are the subject of this Final Judgment, not protected by the attorney-client privilege or the attorney work product doctrine; and 2. to interview, either informally or on the record, Defendant’s 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 Defendant; and 3. to obtain from Defendant written reports or responses to written interrogatories, of information not protected by the attorneyclient privilege or attorney work product doctrine, under oath if requested, relating to any matters that are the subject of this Final Judgment as may be requested. B. No information or documents obtained by the means provided in this Section VIII shall be divulged by the United States to any Person other than an authorized representative of the executive branch of the United States, 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 for law enforcement purposes, or as otherwise required by law. C. If at the time information or documents are furnished by Defendant to the United States, Defendant represents and identifies 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 Defendant marks 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 X. ENFORCEMENT OF FINAL JUDGMENT A. The United States retains and reserves all rights to enforce the provisions of this Final Judgment, including its right to seek an order of contempt from this Court. Defendant agrees that in any civil contempt action, any motion to show cause, or any similar civil action brought by the United States regarding an alleged violation of this Final Judgment, the United States may establish a violation of the decree and the appropriateness of any remedy therefor by a preponderance of the evidence, and Defendant waives any argument that a different standard of proof should apply. B. The Final Judgment should be interpreted to give full effect to the procompetitive purposes of the antitrust laws and to restore all competition the United States alleged was harmed by the challenged conduct. Defendant agrees that it may be held in contempt of, and that the Court may enforce, any provision of this Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Final Judgment should not be construed against either party as the drafter. C. In any enforcement proceeding in which the Court finds that Defendant has violated this Final Judgment, the United States may apply to the Court for a one-time extension of this Final Judgment, together with such other relief as may be appropriate. In connection with any successful effort by the United States to enforce this Final Judgment against Defendant, whether litigated or resolved prior to litigation, Defendant agrees to reimburse the United States for the fees and expenses of its attorneys, as well as any other costs including experts’ fees, incurred in connection with that enforcement effort, including in the investigation of the potential violation. PO 00000 Frm 00028 Fmt 4701 Sfmt 4703 IX. 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. XI. EXPIRATION OF FINAL JUDGMENT Unless this Court grants an extension, this Final Judgment shall expire seven years from the date of its entry, except that after five years from the date of its entry, this Final Judgment may be terminated upon notice by the United States to the Court and Defendant that the continuation of the Final Judgment no longer is necessary or in the public interest. XII. NOTICE For purposes of this Final Judgment, any notice or other communication required to be E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices provided to the United States shall be sent to the person at the address set forth below (or such other addresses as the United States may specify in writing to Defendant): Chief, Media, Entertainment, and Professional Services Section, U.S. Department of Justice, Antitrust Division, 450 Fifth Street, NW, Suite 4000, Washington, D.C. 20530. khammond on DSK30JT082PROD with NOTICES2 XIII. 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 upon the record before the Court, which includes the Competitive Impact Statement and any comments and response to comments filed with the Court, entry of this Final Judgment is in the public interest. IT IS SO ORDERED by the Court, this l l day of ll, 201ll. Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C. § 16 lllllllllllllllllllll United States District Judge Exhibit 1 [Company Letterhead] [Name and Address of Antitrust Compliance Officer] Re: Prohibitions Against Sharing of Competitively Sensitive Information Dear [XX]: I provide you this notice regarding a judgment recently entered by a federal judge in Washington, D.C. prohibiting the sharing of certain information with other broadcast television station(s). The judgment applies to our company and all of its employees, including you, so it is important that you understand the obligations it imposes on us. [CEO Name] has asked me to let each of you know that [s/he] expects you to take these obligations seriously and abide by them. The judgment prohibits us from sharing or receiving, directly or indirectly (including through our national sales representative firm), competitively sensitive information with or from any employee, agent, or representative of another broadcast television station in the same DMA it does not own or operate. Competitively sensitive information means any non-public information regarding the sale of spot advertising on broadcast television stations, including information relating to any pricing or pricing strategies, pacing, holding capacity, revenues, or market shares. There are limited exceptions to this restriction, which are listed in the judgment. The company will provide briefing on the legitimate or illegitimate exchange of information. You must consult with me if you have any questions on whether a particular circumstance is subject to an exception under the judgment. A copy of the judgment is attached. Please read it carefully and familiarize yourself with its terms. The judgment, rather than the VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 above description, is controlling. If you have any questions about the judgment or how it affects your sale of spot advertising, please contact me as soon as possible. Please sign and return the attached Employee Certification to [Defendant’s Antitrust Compliance Officer] within thirty days of your receipt of this letter. Thank you for your cooperation. Sincerely, [Defendant’s Antitrust Compliance Officer] Employee Certification I, ll [name], ll [position] at ll [station or location] do hereby certify that I (i) have read and understand, and agree to abide by, the terms of the Final Judgment; (ii) am not aware of any violation of the Final Judgment that has not been reported to [Defendant]; and (iii) understand that my failure to comply with this Final Judgment may result in an enforcement action for civil or criminal contempt of court. lllllllllllllllllllll Name: Date: Exhibit 2 United States District Court for the District of Columbia United States of America; Plaintiff, v. Sinclair Broadcast Group, Inc., et al., Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan ACKNOWLEDGEMENT OF APPLICABILITY The undersigned acknowledges that [Full Buyer Name], including its successors and assigns, and its subsidiaries, divisions, and broadcast television stations, and their directors, officers, and employees (‘‘Acquirer’’), following consummation of the Acquirer’s acquisition of [insert names of station or stations acquired] (each, an ‘‘Acquired Station’’), is bound by the Final Judgment entered by this Court on [date] (‘‘Final Judgment’’), as if the Acquirer were a Defendant under the Final Judgment, as follows: 1. The Acquirer shall be bound in full by all Sections of the Consent Decree not specifically discussed below. 2. As to Sections IV, V, and VII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors only with respect to any responsibilities or actions regarding any Acquired Stations, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station, only with respect to those responsibilities. 3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), VI(E), and VIII of the Final Judgment, the Acquirer is bound to the Final Judgment only as to (i) each Acquired Station, each Acquired Station’s successors and assigns, and each Acquired Station’s PO 00000 Frm 00029 Fmt 4701 Sfmt 4703 62991 subsidiaries and divisions, and each Acquired Station’s directors, officers, and employees, (ii) Acquirer’s officers and directors, and (iii) employees with management or supervisory responsibilities for Acquirer’s business or operations related to the sale of spot advertising on any Acquired Station. 4. The release contained in Sections VII(C) and (D) applies to the Acquirer, but only to civil actions or criminal charges arising from actions taken by any Acquired Station. 5. The Acquirer shall not be bound by Sections VI(C)(1), VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all. 6. Section VI(A) applies to the Acquirer, but is modified to make the initial period for appointing an Antitrust Compliance Officer in the first sentence 120 days from consummation of the Acquirer’s acquisition of the Acquired Station or Acquired Stations. This Acknowledgement of Applicability may be voided by a joint written agreement between the United States and the Acquirer. Dated: [ ] Respectfully submitted, /s/ lllllllllllllllllll [Counsel for Acquirer] United States District Court for the District of Columbia United States of America, Plaintiff, v. Sinclair Broadcast Group, Inc., Raycom Media, Inc., Tribune Media Company, Meredith Corporation, Griffin Communications, LLC, and Dreamcatcher Broadcasting, LLC, Defendants. Case No. 1:18–cv–2609 Judge: Tanya S. Chutkan COMPETITIVE IMPACT STATEMENT Plaintiff United States of America (‘‘United States’’), pursuant to Section 2(b) of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)–(h) (‘‘APPA’’ or ‘‘Tunney Act’’), files this Competitive Impact Statement relating to the proposed Final Judgments against Defendants Sinclair Broadcast Group, Inc. (‘‘Sinclair’’), Raycom Media, Inc. (‘‘Raycom’’), Tribune Media Company (‘‘Tribune’’), Meredith Corporation (‘‘Meredith’’), Griffin Communications, LLC (‘‘Griffin’’), and Dreamcatcher Broadcasting, LLC (‘‘Dreamcatcher’’) (collectively, ‘‘Defendants’’), submitted for entry in this civil antitrust proceeding. I. Nature and Purpose of the Proceeding On November 13, 2018, the United States filed a civil antitrust complaint alleging that Defendants agreed among themselves and other broadcast television stations in many local markets to reciprocally exchange station-specific, competitively sensitive information regarding spot advertising revenues. The Complaint alleges Defendants’ agreements are unreasonable restraints of trade that are unlawful under Section 1 of the Sherman Act, 15 U.S.C. § 1. The Complaint seeks injunctive relief to prevent Defendants from exchanging competitively sensitive information with and among competing broadcast television stations. Along with the Complaint, the United States filed proposed Final Judgments for each of the Defendants. The proposed Final E:\FR\FM\06DEN2.SGM 06DEN2 62992 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices Judgments are substantively the same for all Defendants. The proposed Final Judgments prohibit sharing of competitively sensitive information, require Defendants to implement antitrust compliance training programs, and impose cooperation and reporting requirements. The United States and Defendants have stipulated that the proposed Final Judgments may be entered after compliance with the APPA, unless the United States withdraws its consent. Entry of the proposed Final Judgments would terminate this action, except that the Court would retain jurisdiction to construe, modify, or enforce the provisions of the proposed Final Judgments and to punish violations thereof. II. Description of the Events Giving Rise to the Alleged Violation A. Industry Background Broadcast television stations sell advertising time to businesses that want to advertise their products to television viewers. Broadcast television ‘‘spot’’ advertising,1 which typically comprises the majority of a station’s revenues, is sold directly by the station itself or through its sales representatives to advertisers who want to target viewers in specific geographic areas called Designated Market Areas (‘‘DMAs’’).2 Broadcast stations typically make their spot advertising sales through two channels: (1) local sales, which are sales made by the station’s own local sales staff to advertisers who are usually located within the DMA; and (2) national sales, which are sales made either by the broadcast group’s national sales staff or by a national sales representative firm (‘‘Sales Rep Firm’’) to regional or national advertisers. Defendants own or operate multiple broadcast television stations, as set forth in the following table: Defendant Sinclair ...................... Raycom ..................... Tribune ...................... Meredith .................... Griffin ........................ Dreamcatcher ........... Stations DMAs 130 55 41 17 4 3 87 43 31 12 2 2 khammond on DSK30JT082PROD with NOTICES2 Defendants, along with certain other television broadcast station groups, compete in various configurations in multiple DMAs across the United States. Each Defendant sells spot advertising time to advertisers that seek to target viewers in the DMAs in which 1 Spot advertising differs from other types of television advertising, such as 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. 2 A DMA is a geographical unit designated by the A.C. Nielsen Company, a company that surveys television viewers and furnishes data to aid in evaluating television audiences. There are 210 DMAs in the United States. DMAs are widely accepted by television stations, advertisers, and advertising agencies as the standard geographic area to use in evaluating television audience size and demographic composition. VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 Defendants operate. Prices are individually negotiated with advertisers, and advertisers are able to ‘‘play off’’ the stations against each other to obtain competitive rates. There are two primary Sales Rep Firms in the United States today, and each represents hundreds of television stations throughout the country in the sale of national advertising time. It is common for one Sales Rep Firm to represent multiple competing stations in the same DMA. In such cases, the stations and the Sales Rep Firms purportedly create firewalls to prevent coordination and information sharing between the sales teams representing competing stations. B. The Exchanges of Competitively Sensitive Information The Complaint alleges that Defendants and other broadcasters have agreed in many DMAs to reciprocally exchange stationspecific revenue pacing data. Revenue pacing data compares a station’s revenues booked for a certain time period to the revenues booked for the same point in time in the previous year, indicating how each station is performing versus the rest of the market and providing insight into each station’s remaining spot advertising inventory for the current period or future periods. The exchanges were systematic and typically included non-public pacing data on national revenues, local revenues, or both, depending on the DMA. The Complaint further alleges that certain Defendants engaged in the exchange of other forms of competitively sensitive information relating to spot advertising in certain DMAs. The Complaint alleges that the Defendants exchanged pacing information in at least two ways. First, Defendants and other television broadcast stations exchanged information through the Sales Rep Firms. The information was passed both within and between Sales Rep Firms representing competing stations, and was done with Defendants’ knowledge and frequently at Defendants’ instruction. Second, in some DMAs, Defendants and other broadcasters exchanged pacing information directly between local station employees. The Complaint alleges that these exchanges of pacing information allowed stations to better understand, in real time, the availability of inventory on competitors’ stations, which is often a key factor affecting negotiations with buyers over spot advertising prices. The exchanges also helped stations to anticipate whether competitors were likely to raise, maintain, or lower spot advertising prices. Understanding competitors’ pacing can help stations gauge competitors’ and advertisers’ negotiation strategies, inform their own pricing strategies, and help them resist more effectively advertisers’ attempts to obtain lower prices by playing stations off of one another. Defendants’ information exchanges therefore distorted the normal price-setting mechanism in the spot advertising market and harmed the competitive process within the affected DMAs. III. Explanation of the Proposed Final Judgments The provisions of the proposed Final Judgments closely track the relief sought in PO 00000 Frm 00030 Fmt 4701 Sfmt 4703 the Complaint and are intended to provide prompt, certain, and effective remedies that will ensure that Defendants and their employees and sales representatives will not impede competition by sharing competitively sensitive information, directly or indirectly, including through Sales Rep Firms, with their rival broadcast television stations. The requirements and prohibitions in the proposed Final Judgments will terminate Defendants’ illegal conduct, prevent recurrence of the same or similar conduct, ensure that Defendants establish an antitrust compliance program, and provide the United States with cooperation in its ongoing investigation. The proposed Final Judgments protect competition and consumers by putting a stop to the anticompetitive information sharing alleged in the Complaint. A. Prohibited Conduct The proposed Final Judgments broadly prohibit Defendants from sharing competitively sensitive information with rival broadcast television stations in the same DMA.3 Specifically, Section IV ensures that Defendants will not, directly or indirectly, communicate competitively sensitive information, including pricing or pricing strategies, pacing, holding capacity, revenues, or market shares, to broadcast television stations in the same DMA or to those stations’ sales representatives and agents. The proposed Final Judgment provides that its provisions will apply to stations owned by the settling Defendants even if Defendants sell those stations to new buyers. In particular, Paragraph IV(C) provides that Defendants may not sell any stations they own as of October 1, 2018, unless the buyer has executed an Acknowledgement that each station will continue to be bound by the terms of the proposed Final Judgment. The United States, in its discretion, may waive this requirement on a station-by-station basis, or alternatively the buyer and the United States may agree to void the Acknowledgement after the sale has been consummated. B. Conduct Not Prohibited Section V makes clear that the proposed Final Judgments do not prohibit Defendants from sharing or receiving competitively sensitive information in certain specified circumstances where the information sharing appears unlikely to cause harm to competition. Paragraph V(A) allows Defendants to communicate competitively sensitive information to advertising customers or prospective customers. Paragraph V(B) allows for the communication of competitively sensitive information with other broadcasters (i) for purposes of evaluating or effectuating a transaction, such 3 As the proposed Final Judgments for each of the Defendants are substantively identical, references to sections throughout this Competitive Impact Statement refer to the same section in each Final Judgment. The only exception is Section III of the proposed Final Judgment for Defendant Raycom, which has a provision that, in light of the proposed acquisition of Raycom by Gray Television, Inc. (‘‘Gray’’), clarifies that the proposed Final Judgment does not apply to stations Gray owned that were not owned by Raycom as of October 1, 2018. E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices khammond on DSK30JT082PROD with NOTICES2 as the purchase or sale of a station; or (ii) when reasonably necessary for achieving the efficiencies of a legitimate collaboration among competitors, such as a lawful joint venture.4 Paragraph V(C) confirms that the proposed Final Judgments do not prohibit petitioning conduct protected by the NoerrPennington doctrine. Paragraph V(D) permits the exchange of competitively sensitive information through certain third-party aggregation services under the conditions listed in that paragraph, including that the aggregated data does not permit individual stations to identify, deduce, or estimate the prices or pacing of their competitors. C. Antitrust Compliance Obligations Under Section VI of the proposed Final Judgments, each of the Defendants must designate an Antitrust Compliance Officer who is responsible for implementing training and antitrust compliance programs and ensuring compliance with the Final Judgment. Among other duties, the Antitrust Compliance Officer will be required to distribute copies of the Final Judgment and ensure that training on the Final Judgment and the antitrust laws is provided to Defendants’ management and sales staff. Section VI also requires Defendants to establish an antitrust whistleblower policy and remedy and report violations of the Final Judgment. Under Paragraph VI(D)(4), each Defendant, through its CEO, General Counsel, or Chief Legal Officer, must certify annual compliance with the Final Judgment. This compliance program is necessary in light of the extensive history of communications among rival stations that facilitated Defendants’ agreements. D. Defendants’ Cooperation As outlined in Section VII, Defendants must cooperate fully and truthfully with the United States in any investigation or litigation relating to the sharing of competitively sensitive information in the broadcast television industry. The required cooperation may include providing sworn testimony, employee interviews, and/or documents and data. Paragraph VII(C) provides that, subject to each Defendant’s truthful and continuing cooperation as defined in Paragraphs VII(A) and (B), the United States will not bring further civil actions or criminal charges against that Defendant for any agreement to share competitively sensitive information with any other station or Sales Rep Firm when the agreement: (1) was entered into and terminated before the date of the filing of the 4 Paragraph V(B)(5) states that, for purposes of Paragraph V(B) only, certain types of Joint Sales Agreements, Local Marketing Agreements, and similar agreements qualify as a ‘‘legitimate competitor collaboration’’ under Paragraph V(B)(b). Paragraph V(B)(5) was included in recognition of the fact that some broadcasters have entered into a number of these agreements in various DMAs. The question of whether these agreements have any effect on competition was outside the scope of the United States’ investigation in this matter. Accordingly, Paragraph V(B)(5) should not be read as an admission that such agreements otherwise comply with the antitrust laws, and the United States takes no position on that question for purposes of this proceeding. VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 Complaint and (2) does not constitute or include an agreement to fix prices or divide markets. E. Enforcement of Final Judgment The proposed Final Judgments contain provisions designed to promote compliance and make the enforcement of Division consent decrees as effective as possible. Paragraph X(A) provides that the United States retains and reserves all rights to enforce the provisions of the proposed Final Judgment, including its rights to seek an order of contempt from the Court. Defendants have agreed that in any civil contempt action, any motion to show cause, or any similar action brought by the United States regarding an alleged violation of the Final Judgments, the United States may establish the violation and the appropriateness of any remedy by a preponderance of the evidence and that the Defendants have waived any argument that a different standard of proof should apply. This provision aligns the standard for compliance obligations with the standard of proof that applies to the underlying offense that the compliance commitments address. Paragraph X(B) provides additional clarification regarding the interpretation of the provisions of the proposed Final Judgments. The proposed Final Judgments were drafted to restore all competition the United States alleged was harmed by Defendants’ challenged conduct. The Defendants agree that they will abide by the proposed Final Judgments, and that they may be held in contempt of this Court for failing to comply with any provision of the proposed Final Judgments that is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face, and as interpreted in light of this procompetitive purpose. Paragraph X(C) further provides that, should the Court find in an enforcement proceeding that a Defendant has violated the Final Judgment, the United States may apply to the Court for a one-time extension of the Final Judgment, together with such other relief as may be appropriate. In addition, in order to compensate American taxpayers for any costs associated with the investigation and enforcement of violations of a proposed Final Judgment, Paragraph X(C) provides that in any successful effort by the United States to enforce a Final Judgment against a Defendant, whether litigated or resolved before litigation, Defendant agrees to reimburse the United States for any attorneys’ fees, experts’ fees, or costs incurred in connection with any enforcement effort, including the investigation of the potential violation. Finally, Section XI of the proposed Final Judgments provides that each Final Judgment shall expire seven years from the date of its entry, except that after five years from the date of its entry, the Final Judgments may be terminated upon notice by the United States to the Court and the Defendants that the continuation of the Final Judgments is no longer necessary or in the public interest. 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 PO 00000 Frm 00031 Fmt 4701 Sfmt 4703 62993 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 Judgments 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 Judgments have no prima facie effect in any subsequent private lawsuit that may be brought against Defendants. V. Procedures Available for Modification of the Proposed Final Judgments The United States and Defendants have stipulated that the Court may enter the proposed Final Judgments 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 Judgments are in the public interest. The APPA provides a period of at least sixty days preceding the effective date of the proposed Final Judgments within which any person may submit to the United States written comments regarding the proposed Final Judgments. Any person who wishes to comment should do so within sixty 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 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 Judgments at any time before 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 U.S. Department of Justice, Antitrust Division’s website and, under certain circumstances, published in the Federal Register. Written comments should be submitted to: Owen M. Kendler, Chief, Media, Entertainment, & Professional Services Section, Antitrust Division, United States Department of Justice, 450 5th Street, N.W., Suite 4000, Washington, DC 20530. Under Section IX, the proposed Final Judgments provide that the Court retains jurisdiction over this action, and the parties may apply to the Court for any order necessary or appropriate for the modification, interpretation, or enforcement of the Final Judgments. VI. Alternatives to the Proposed Final Judgment The United States considered, as an alternative to the proposed Final Judgments, seeking injunctive relief against Defendants’ conduct through a full trial on the merits. The United States is satisfied, however, that the relief sought in the proposed Final Judgments will terminate the anticompetitive conduct alleged in the Complaint and more quickly restore the benefits of competition to advertisers. Thus, the proposed Final Judgments would achieve the relief the United States might have obtained through E:\FR\FM\06DEN2.SGM 06DEN2 62994 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices khammond on DSK30JT082PROD with NOTICES2 litigation, but avoids the time, expense, and uncertainty of a full trial on the merits. VII. Standard of Review Under the APPA for the Proposed Final Judgments 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 60-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. U.S. Airways Group, Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) (explaining that the ‘‘court’s inquiry is limited’’ in Tunney Act settlements); United States v. InBev N.V./ S.A., No. 08–1965 (JR), 2009 U.S. Dist. LEXIS 84787, 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’’). 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 in the government’s complaint, whether the decree is sufficiently clear, whether its 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) (quoting United States v. Bechtel VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 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. Instead: [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).5 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 U.S. Airways, 38 F. Supp. 3d at 74–75 (noting that a court should not reject the proposed remedies because it believes others are preferable and that room must be made for the government to grant concessions in the negotiation process for settlements); 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 government’s prediction as to the effect of proposed remedies, its perception of the market structure, and its views of the nature of the case’’). The ultimate question is 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.’ ’’ Microsoft, 56 F.3d at 1461 (quoting United States v. Western Elec. Co., 900 F.2d 283, 309 (D.C. Cir. 1990)). 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 U.S. Airways, 38 F. Supp. 5 See also 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’’). PO 00000 Frm 00032 Fmt 4701 Sfmt 4703 3d at 75 (noting that the court must simply determine whether there is a factual foundation for the government’s decisions such that its conclusions regarding the proposed settlements are reasonable); 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 a court in this district 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,6 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); see also U.S. Airways, 38 F. Supp. 3d at 76 (indicating that a court is not required to hold an evidentiary hearing or to permit intervenors as part of its review under the Tunney Act). This language explicitly wrote into the statute what Congress intended when it first 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 Sen. 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. A court can make its public interest determination based on the competitive impact statement and response to public comments alone. U.S. Airways, 38 F. Supp. 3d at 76. See also 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’’); S. Rep. No. 93–298 93d Cong., 1st Sess., at 6 (1973) (‘‘Where the public interest 6 The 2004 amendments substituted ‘‘shall’’ for ‘‘may’’ in directing relevant factors for a 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). E:\FR\FM\06DEN2.SGM 06DEN2 Federal Register / Vol. 83, No. 234 / Thursday, December 6, 2018 / Notices can be meaningfully evaluated simply on the basis of briefs and oral arguments, that is the approach that should be utilized.’’). khammond on DSK30JT082PROD with NOTICES2 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 Judgments. VerDate Sep<11>2014 21:14 Dec 04, 2018 Jkt 247001 Dated: November 13, 2018 Respectfully submitted, lllllllllllllllllllll Lee F. Berger * (D.C. Bar #482435) Trial Attorney, U.S. Department of Justice, Antitrust Division, Media, Entertainment, and Professional Services Section, 450 Fifth Street, N.W., Suite 4000, Washington, DC PO 00000 Frm 00033 Fmt 4701 Sfmt 9990 62995 20530, Phone: 202–598–2698, Facsimile: 202–514–7308, Email: Lee.Berger@usdoj.gov *Attorney of Record [FR Doc. 2018–26201 Filed 12–4–18; 8:45 am] BILLING CODE 4410–11–P E:\FR\FM\06DEN2.SGM 06DEN2

Agencies

[Federal Register Volume 83, Number 234 (Thursday, December 6, 2018)]
[Notices]
[Pages 62964-62995]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-26201]



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Vol. 83

Thursday,

No. 234

December 6, 2018

Part II





 Department of Justice





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Antitrust Division





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United States v. Sinclair Broadcast Group, Inc., et al.; Proposed Final 
Judgments and Competitive Impact Statement; Notice

Federal Register / Vol. 83 , No. 234 / Thursday, December 6, 2018 / 
Notices

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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Sinclair Broadcast Group, Inc., et al.; Proposed 
Final Judgments and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that proposed Final Judgments, 
Stipulations, and a Competitive Impact Statement have been filed with 
the United States District Court for the District of Columbia in United 
States of America v. Sinclair Broadcast Group, Inc., et al., Civil 
Action No. 1:18-cv-2609. On November 13, 2018, the United States filed 
a Complaint alleging that Sinclair Broadcast Group, Inc., Raycom Media, 
Inc., Tribune Media Company, Meredith Corporation, Griffin 
Communications, LLC, and Dreamcatcher Broadcasting, LLC (collectively, 
``Defendants'') violated Section 1 of the Sherman Act, 15 U.S.C. 1, by 
agreeing to unlawfully exchange station-specific, competitively 
sensitive information regarding spot advertising revenues. The proposed 
Final Judgments, filed at the same time as the Complaint, prohibit 
sharing of competitively sensitive information, require Defendants to 
implement antitrust compliance training programs, and impose 
cooperation and reporting requirements on Defendants.
    Copies of the Complaint, proposed Final Judgments, Stipulations and 
Competitive Impact Statement are available for inspection on the 
Antitrust Division's website at http://www.justice.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 Antitrust Division's website, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be directed to Owen Kendler, 
Chief, Media, Entertainment, and Professional Services Section, 
Antitrust Division, Department of Justice, 450 Fifth Street NW, Suite 
4000, Washington, DC 20530 (telephone: 202-616-5935).

Patricia A. Brink,
Director of Civil Enforcement.

United States District Court for the District of Columbia

    United States of America, 450 Fifth Street NW, Washington, DC 
20530, Plaintiff, v. Sinclair Broadcast Group, Inc., 10706 Beaver 
Dam Road, Hunt Valley, Maryland 21030; Raycom Media, Inc., 201 
Monroe Street, Montgomery, AL 36104; Tribune Media Company, 435 
North Michigan Avenue, Chicago, IL 60611; Meredith Corporation, 1716 
Locust Street, Des Moines, IA 50309; Griffin Communications, LLC, 
7401 N Kelley Avenue, Oklahoma City, OK 73111; and Dreamcatcher 
Broadcasting, LLC, 2016 Broadway, Santa Monica, CA 90404, 
Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

COMPLAINT

    The United States of America, acting under the direction of the 
Acting Attorney General of the United States, brings this civil 
antitrust action to obtain equitable relief against Defendants 
Sinclair Broadcast Group, Inc. (``Sinclair''), Raycom Media, Inc. 
(``Raycom''), Tribune Media Company (``Tribune''), Meredith 
Corporation (``Meredith''), Griffin Communications, LLC 
(``Griffin''), and Dreamcatcher Broadcasting, LLC 
(``Dreamcatcher''), alleging as follows:

I. NATURE OF THE ACTION

    1. This action challenges under Section 1 of the Sherman Act 
Defendants' agreements to unlawfully exchange competitively 
sensitive information among broadcast television stations.
    2. Sinclair, Raycom, Tribune, Meredith, Griffin, and 
Dreamcatcher (``Defendants'') and certain other television broadcast 
station groups (``Other Broadcasters'') compete in various 
configurations in a number of designated marketing areas (``DMAs'') 
in the market for broadcast television spot advertising. Certain 
national sales representation firms (``Sales Rep Firms'') represent 
broadcast station groups, including the Defendants, in their sales 
of spot advertising to advertisers. Defendants', Other 
Broadcasters', and Sales Rep Firms' concerted behavior in exchanging 
competitively sensitive information has enabled the Defendants and 
Other Broadcasters to reduce competition in the sale of broadcast 
television spot advertising where they purport to compete head to 
head.
    3. Defendants' agreements are restraints of trade that are 
unlawful under Section 1 of the Sherman Act, 15 U.S.C. Sec.  1. The 
Court should therefore enjoin Defendants from exchanging 
competitively sensitive information with and among competing 
broadcast television stations.

II. JURISDICTION AND VENUE

    4. Each Defendant sells spot advertising to advertisers 
throughout the United States, or owns and operates broadcast 
television stations in multiple states or in DMAs that cross state 
lines. Sales Rep Firms represent broadcast stations throughout the 
United States, including each of the Defendants, in the sale of spot 
advertising to advertisers throughout the United States. Such 
activities, including the exchanges of competitively sensitive 
information featured in this Complaint, are in the flow of and 
substantially affect interstate commerce. The Court has subject 
matter jurisdiction under Section 4 of the Sherman Act, 15 U.S.C. 
Sec.  4, and under 28 U.S.C. Sec. Sec.  1331 and 1337, to prevent 
and restrain the Defendants from violating Section 1 of the Sherman 
Act, 15 U.S.C. Sec.  1.
    5. Defendants have consented to venue and personal jurisdiction 
in this District. Venue is proper in this judicial district under 
Section 12 of the Clayton Act, 15 U.S.C. Sec.  22, and 28 U.S.C. 
Sec.  1391.

III. DEFENDANTS

    6. Defendant Sinclair is a Maryland corporation with its 
principal place of business in Hunt Valley, Maryland. Sinclair owns 
or operates 130 television stations in 87 DMAs and had over $2.7 
billion in revenues in 2017.
    7. Defendant Raycom is a Delaware corporation with its principal 
place of business in Montgomery, Alabama. Raycom owns or operates 55 
television stations in 43 DMAs and had over $670 million in revenues 
in 2017.
    8. Defendant Tribune is a Delaware corporation with its 
principal place of business in Chicago, Illinois. Tribune owns or 
operates 41 television stations in 31 DMAs and had over $1.8 billion 
in revenues in 2017.
    9. Defendant Meredith is an Iowa corporation with its principal 
place of business in Des Moines, Iowa. Meredith owns or operates 17 
television stations in 12 DMAs and had over $1.7 billion in revenues 
in 2017.
    10. Defendant Griffin is an Oklahoma corporation with its 
principal place of business in Oklahoma City, Oklahoma. Griffin owns 
or operates four television stations in two DMAs and had over $60 
million in revenues in 2017.
    11. Defendant Dreamcatcher is a Delaware corporation with its 
principal place of business in Santa Monica, California. 
Dreamcatcher owns or operates three television stations in two DMAs 
and had over $50 million in revenues in 2017.

IV. INDUSTRY BACKGROUND

    12. Broadcast television is important to both viewers and 
advertisers. For viewers, broadcast stations, including local 
affiliates of ABC, CBS, FOX, and NBC (collectively, the ``Big 4'' 
stations), offer not only highly rated entertainment and sports 
programming, but also local reporting of the news and events in 
their own communities and regions. The wide popularity of broadcast 
station programming--and the concomitant opportunity to reach a 
large local audience--also make broadcast television critical to 
advertisers, including local businesses that seek to reach potential 
customers in their own communities.
    13. Broadcast stations sell advertising ``spots'' during breaks 
in their programming.

[[Page 62965]]

An advertiser purchases spots from a broadcast station to 
communicate its message to viewers within the DMA in which the 
broadcast television station is located.
    14. Broadcast stations typically divide their sale of spot 
advertising into two categories: local sales and national sales. 
Local sales are sales a broadcast station makes through its own 
local sales staff, typically to advertisers located within the DMA. 
National sales are sales a broadcast station makes through either a 
Sales Rep Firm or through a centrally located broadcast group staff, 
typically to regional or national advertisers.
    15. Sales Rep Firms represent broadcast stations in negotiations 
with advertisers' or advertisers' agents regarding the sale of 
broadcast stations' spot advertising. There are two primary Sales 
Rep Firms in the United States. Often a Sales Rep Firm represents 
two or more competing stations in the same DMA. In those cases, the 
Sales Rep Firms purportedly erect firewalls to prevent coordination 
and information sharing between sales teams representing competing 
stations.

V. THE UNLAWFUL AGREEMENTS

    16. Defendants and Other Broadcasters have agreed in many DMAs 
across the United States to reciprocally exchange revenue pacing 
information. Certain Defendants also engaged in the exchange of 
other forms of competitively sensitive sales information in certain 
DMAs. Pacing compares a broadcast station's revenues booked for a 
certain time period to the revenues booked for the same point in 
time in the previous year. Pacing indicates how each station is 
performing versus the rest of the market and provides insight into 
each station's remaining spot advertising inventory for the period.
    17. Defendants' exchange of competitively sensitive information 
has taken at least two forms.
    18. First, Defendants and Other Broadcasters regularly exchanged 
pacing information through the Sales Rep Firms. At least once per 
quarter, but frequently more often, the Sales Rep Firms representing 
the Big 4 stations in a DMA exchanged real-time pacing information 
regarding each station's revenues, and reported the information to 
the Defendants and the other Big 4 station owners in the DMA. 
Typically, the exchanges included data on individual stations' 
booked sales for current and future months as well as a comparison 
to past periods. To the extent a Sales Rep Firm represents more than 
one Big 4 station in a DMA through sales teams separated by a 
supposed firewall, the exchange of pacing and other competitively 
sensitive information occurred between the sales teams and through 
those firewalls. Once given to the Defendants and Other Broadcasters 
in the DMA, the competitors' pacing information was then 
disseminated to the stations' sales managers and other individuals 
with authority over pricing and sales for the broadcast stations. 
These exchanges occurred with Defendants' knowledge and frequently 
at Defendants' instruction, and occurred in DMAs across the United 
States.
    19. Second, in some DMAs, Defendants and Other Broadcasters 
exchanged competitively sensitive information, including real-time 
pacing information for booked sales for current and future months, 
directly between broadcast station employees. These exchanges 
predominantly concerned local sales, but sometimes pertained to all 
sales or national sales.
    20. These exchanges of pacing information allowed stations to 
better understand, in real time, the availability of inventory on 
competitors' stations, which is often a key factor affecting 
negotiations with buyers over spot advertising prices. The exchanges 
also helped stations to anticipate whether competitors were likely 
to raise, maintain, or lower spot advertising prices. Understanding 
competitors' pacing can help stations gauge competitors' and 
advertisers' negotiation strategies, inform their own pricing 
strategies, and help them resist more effectively advertisers' 
attempts to obtain lower prices by playing stations off of one 
another. Defendants' information exchanges therefore distorted the 
normal price-setting mechanism in the spot advertising market and 
harmed the competitive process.
    21. Defendants' and Other Broadcasters' regular information 
exchanges, directly and through the Sales Rep Firms, reflect 
concerted action between horizontal competitors in the broadcast 
television spot advertising market.

VI. VIOLATION ALLEGED

(Violation of Section 1 of the Sherman Act)

    22. The United States repeats and realleges paragraphs 1 through 
21 as if fully set forth herein.
    23. Defendants violated Section 1 of the Sherman Act, 15 U.S.C. 
Sec.  1, by agreeing to exchange competitively sensitive 
information, either directly or through Sales Rep Firms. Defendants' 
exchange of pacing information resulted in anticompetitive effects 
in the broadcast television spot advertising markets in many DMAs 
throughout the United States.
    24. The scheme consists of exchanges between Defendants and 
Other Broadcasters, either directly or through the Sales Rep Firms, 
in many DMAs, of their stations' revenue pacing information or, for 
certain Defendants in certain DMAs, other competitively sensitive 
information concerning spot advertising sales.
    25. These unlawful information sharing agreements between 
Defendants, Other Broadcasters, and Sales Rep Firms have had, and 
likely will continue to have, anticompetitive effects in spot 
advertising markets by disrupting the normal mechanisms for 
negotiating and setting prices and harming the competitive process.
    26. Defendants' agreements to exchange competitively sensitive 
information are unreasonable restraints of interstate trade and 
commerce. This offense is likely to continue and recur unless the 
requested relief is granted.

VII. REQUESTED RELIEF

    27. The United States requests that the Court:
    a. adjudge that the information sharing agreements unreasonably 
restrain trade and are unlawful under Section 1 of the Sherman Act, 
15 U.S.C. Sec.  1;
    b. permanently enjoin and restrain Defendants from sharing 
pacing or other competitively sensitive information or agreeing to 
share such information with any other broadcast station or broadcast 
station group, directly or indirectly, and requiring Defendants to 
take such internal measures as are necessary to ensure compliance 
with that injunction;
    c. award the United States the costs of this action; and
    d. award such other relief to the United States as the Court may 
deem just and proper.

Dated: November 13, 2018

    Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA,

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Makan Delrahim (D.C. Bar #457795),

Assistant Attorney General for Antitrust.

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William J. Rinner,

Acting Chief of Staff and Senior Counsel.

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Patricia A. Brink,

Director of Civil Enforcement.

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Owen M. Kendler,

Chief, Media, Entertainment & Professional Services Section.

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Yvette Tarlov (D.C. Bar #442452),

Assistant Chief, Media, Entertainment & Professional Services 
Section.

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Lee F. Berger (D.C. Bar #482435),
Richard A. Hellings, Jr.,
Gregg Malawer (D.C. Bar #481685),
Bennett J. Matelson (D.C. Bar #454551),
Monsura A. Sirajee,

United States Department of Justice Antitrust Division, Media, 
Entertainment & Professional Services Section, 450 Fifth Street, 
N.W., Suite 4000, Washington, DC 20530, Telephone: (202) 514-0230, 
Facsimile: (202) 514-7308.

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al. Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its 
Complaint on November __, 2018, alleging that Defendant Sinclair 
Broadcast Group, Inc., among others, violated Section 1 of the 
Sherman Act, 15 U.S.C. Sec.  1, the United States and Defendant, by 
their respective attorneys, have consented to the entry of this 
Final Judgment without trial or adjudication of any issue of fact or 
law;
    AND WHEREAS, this Final Judgment does not constitute any 
evidence against or admission by any party regarding any issue of 
fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound 
by the

[[Page 62966]]

provisions of this Final Judgment pending its approval by this 
Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions 
and to refrain from engaging in certain forms of information sharing 
with its competitors;
    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 ORDERED, ADJUDGED, AND DECREED:

I. JURISDICTION

    This Court has jurisdiction over the subject matter and each of 
the parties to this action. The allegations in the Complaint arise 
under Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
See 28 U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, 
between two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless 
of the means by which it is accomplished, including orally or by 
written means of any kind, such as electronic communications, e-
mails, facsimiles, telephone communications, voicemails, text 
messages, audio recordings, meetings, interviews, correspondence, 
exchange of written or recorded information, or face-to-face 
meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant 
or any broadcast television station regarding the sale of spot 
advertising on broadcast television stations: Non-Public Information 
relating to pricing or pricing strategies, pacing, holding capacity, 
revenues, or market shares. Reports containing only aggregated 
market-level or national data are not Competitively Sensitive 
Information, but reports (including by paid subscription) that are 
customized or confidential to a particular Station or broadcast 
television station group are Competitively Sensitive Information.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement 
through which a Person exercises control over any broadcast 
television station not owned by the Person.
    F. ``Defendant'' means Sinclair Broadcast Group, Inc., a 
Maryland corporation with its headquarters in Hunt Valley, Maryland, 
its successors and assigns, and its subsidiaries, divisions, and 
Stations, and their directors, officers, and employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. 
Nielsen Company and used by the Investing in Television BIA Market 
Report 2018.
    H. ``Management'' means all directors and officers of Defendant, 
or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to 
the sale of spot advertising on any Station.
    I. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity 
is Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For 
the avoidance of doubt, the fact that information is available by 
paid subscription does not on its own render the information public.
    J. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, 
agency, board, authority, commission, office, or other business or 
legal entity, whether private or governmental.
    K. ``Sales Representative Firm'' means any organization, 
including without limitation Katz Media Group, Inc. and Cox Reps, 
Inc., and their respective subsidiaries and divisions, that 
represents a Station or its owner in the sale of spot advertising.
    L. ``Sales Representative Firm Manager'' means, for each of 
Defendant's Sales Representative Firms, the employee of the Sales 
Representative Firm with primary responsibility for the relationship 
with Defendant.
    M. ``Sales Staff'' means Defendant's employees with 
responsibility for the sale of spot advertising on any Station.
    N. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in 
active concert or participation with Defendant who receive actual 
notice of this Final Judgment by personal service or otherwise, and 
any Person that signs an Acknowledgment of Applicability, attached 
as Exhibit 2, to the extent set forth therein, as a condition of the 
purchase of a Station owned by Defendant as of October 1, 2018. This 
Final Judgment applies to Defendant's actions performed under any 
Cooperative Agreement, even if those actions are taken on behalf of 
a third party. This Final Judgment is fully enforceable, including 
by penalty of contempt, against all of the foregoing.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly:
    1. Communicate Competitively Sensitive Information to any 
Station in the same DMA it does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or
    4. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with 
any Station in the same DMA it does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales 
Representative Firm or a third-party agent at Defendant's 
instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant 
as of October 1, 2018 to any Person unless that Person has first 
executed the Acknowledgment of Applicability, attached as Exhibit 2. 
Defendant shall submit any Acknowledgement of Applicability to the 
United States within 15 days of consummating the sale of such 
Station. The United States, in its sole discretion, may waive the 
prohibition in this Paragraph IV(C) on a Station-by-Station basis. 
Alternatively, the United States and the Person signing the 
Acknowledgement of Applicability may agree to void the 
Acknowledgement of Applicability at any time. The first sentence of 
this paragraph shall not apply to the sale of any Station to a 
Person already bound to a final judgment entered by a court 
regarding the Communication of Competitively Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information with an actual 
or prospective Advertiser, except that, if the Advertiser is another 
Station, Defendant's Communicating, using, or encouraging or 
facilitating the Communication of, Competitively Sensitive 
Information is excluded from the terms of Section IV only insofar as 
is reasonably necessary to negotiate the sale of spot advertising on 
broadcast television stations. For the avoidance of doubt, Defendant 
is not prohibited from internally using Competitively Sensitive 
Information received from an Advertiser that is a Station under the 
preceding sentence, but Defendant is prohibited from Communicating 
that Competitively Sensitive Information to a Station in the same 
DMA that it does not own or operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or 
facilitating the Communication of, or attempting to enter into, 
entering into, maintaining, or enforcing any agreement to 
Communicate Competitively Sensitive Information with any Station 
when such Communication or use is (a) for the purpose of evaluating 
or effectuating a bona fide acquisition, disposition, or exchange of 
Stations or related assets, or (b) reasonably necessary for 
achieving the efficiencies of any other legitimate competitor 
collaboration. With respect to any such agreement:
    1. For all agreements under Part V(B)(a) with any other Station 
to Communicate

[[Page 62967]]

Competitively Sensitive Information that Defendant enters into, 
renews, or affirmatively extends after the date of entry of this 
Final Judgment, Defendant shall maintain documents sufficient to 
show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who 
are involved in the sharing of Competitively Sensitive Information; 
and
    iii. the termination date or event of the sharing of 
Competitively Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary 
and only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) 
for five years or the duration of the Final Judgment, whichever is 
shorter, following entry into any agreement to Communicate or 
receive Competitively Sensitive Information, and Defendant shall 
make such documents available to the United States upon request, if 
such request is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to 
the United States within thirty days of the entry, renewal, or 
extension of the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales 
Agreement, Local Marketing Agreement, or similar agreement pursuant 
to which the Defendant Communicates, uses, encourages or facilitates 
the Communication of, or attempts to enter into, enters into, 
maintains, or enforces any agreement to Communicate Competitively 
Sensitive Information related solely to the sale of spot advertising 
for which Defendant is responsible on a Station, shall be considered 
a ``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging 
in conduct in accordance with the doctrine established in Eastern 
Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 
U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 
(1965), and their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing 
any agreement to Communicate Competitively Sensitive Information for 
the purpose of aggregation if (a) Competitively Sensitive 
Information is sent to or received from, and the aggregation is 
managed by, a third party not owned or operated by any Station; (b) 
the information disseminated by the aggregator is limited to 
historical total broadcast television station revenue or other 
geographic or characteristic categorization (e.g., national, local, 
or political sales revenue); and (c) any information disseminated is 
sufficiently aggregated such that it would not allow a recipient to 
identify, deduce, or estimate the prices or pacing of any individual 
broadcast television station not owned or operated by that 
recipient; or (2) using information that meets the requirements of 
Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant 
shall appoint an Antitrust Compliance Officer who is an internal 
employee or Officer of the Defendant, and identify to the United 
States the Antitrust Compliance Officer's name, business address, 
telephone number, and email address. Within forty-five days of a 
vacancy in the Antitrust Compliance Officer position, Defendant 
shall appoint a replacement, and shall identify to the United States 
the Antitrust Compliance Officer's name, business address, telephone 
number, and email address. Defendant's initial or replacement 
appointment of an Antitrust Compliance Officer is subject to the 
approval of the United States, in its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this 
experience requirement is a hardship on or is not reasonably 
available to the Defendant, under which circumstances the Defendant 
may select an Antitrust Compliance Officer or shall retain outside 
counsel who has at least five years' experience in legal practice, 
including experience with regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through 
the employees or counsel working at the Antitrust Compliance 
Officer's responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish 
to all of Defendant's Management and Sales Staff and Sales 
Representative Firm Managers a copy of this Final Judgment, the 
Competitive Impact Statement filed by the United States with the 
Court, and a cover letter in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a 
manner to be devised by Defendant and approved by the United States, 
provide Defendant's Management and Sales Staff reasonable notice of 
the meaning and requirements of this Final Judgment;
    3. annually brief Defendant's Management and Sales Staff on the 
meaning and requirements of this Final Judgment and the U.S. 
antitrust laws;
    4. brief any person who succeeds a person in any position 
identified in Paragraph VI(C)(3), within sixty days of such 
succession;
    5. obtain from each person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that person's receipt of the Final 
Judgment, a certification that the person (i) has read and 
understands and agrees to abide by the terms of this Final Judgment; 
(ii) is not aware of any violation of the Final Judgment that has 
not been reported to Defendant; and (iii) understands that failure 
to comply with this Final Judgment may result in an enforcement 
action for civil or criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales 
Staff that they may disclose to the Antitrust Compliance Officer, 
without reprisal for such disclosure, information concerning any 
violation or potential violation of this Final Judgment or the U.S. 
antitrust laws by Defendant;
    7. within thirty days of the latest filing of the Complaint, 
Proposed Final Judgment, or Competitive Impact Statement in this 
action, Defendant shall provide notice, in each DMA in which 
Defendant owns or operates a Station, to (i) every full power 
Station in that DMA that sells broadcast television spot advertising 
that Defendant does not own or operate and (ii) any Sales 
Representative Firm selling advertising in that DMA on behalf of 
Defendant, of the Complaint, Proposed Final Judgment, and 
Competitive Impact Statement in a form and manner to be proposed by 
Defendant and approved by the United States in its sole discretion. 
Defendant shall provide the United States with its proposal, 
including the list of recipients, within ten days of the filing of 
the Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgement, whichever is shorter, a copy of all materials required to 
be issued under Paragraph VI(C), and furnish them to the United 
States within ten days if requested to do so, except documents 
protected under the attorney-client privilege or the attorney work-
product doctrine. For all materials required to be furnished under 
Paragraph VI(C) which Defendant claims are protected under the 
attorney-client privilege or the attorney work-product doctrine, 
Defendant shall furnish to the United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning 
of any violation or potential violation of any of the terms and 
conditions contained in this Final Judgment, (i) promptly take 
appropriate action to investigate, and in the event of a violation, 
terminate or modify the activity so as to comply with this Final 
Judgment, (ii) maintain all documents related to any violation or 
potential violation of this Final Judgment for a period of five 
years or the duration of this Final Judgement, whichever is shorter, 
and (iii) maintain, and furnish to the United States at the United 
States' request, a log of (a) all such documents and

[[Page 62968]]

documents for which Defendant claims protection under the attorney-
client privilege or the attorney work product doctrine, and (b) all 
potential and actual violations, even if no documentary evidence 
regarding the violations exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any 
of the terms and conditions contained in this Final Judgment, file 
with the United States a statement describing any violation or 
potential violation of any of the terms and conditions contained in 
this Final Judgment, which shall include a description of any 
Communications constituting the violation or potential violation, 
including the date and place of the Communication, the Persons 
involved, and the subject matter of the Communication;
    3. establish a whistleblower protection policy, which provides 
that any employee may disclose, without reprisal for such 
disclosure, to the Antitrust Compliance Officer information 
concerning any violation or potential violation by the Defendant of 
this Final Judgment or U.S. antitrust laws;
    4. have its CEO, General Counsel or Chief Legal Officer certify 
in writing to the United States annually on the anniversary date of 
the entry of this Final Judgment that Defendant has complied with 
the provisions of this Final Judgment;
    5. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) 
copies of all materials distributed as part of the annual antitrust 
briefing required under Paragraphs VI(C)(3) and V(C)(4). For all 
materials requested to be produced under this Paragraph VI(D)(5) for 
which Defendant claims is protected under the attorney-client 
privilege or the attorney work-product doctrine, Defendant shall 
furnish to the United States a privilege log; and
    6. instruct each Sales Representative Firm Manager that the 
Sales Representative Firm shall not Communicate any of Defendant's 
Competitively Sensitive Information in a way that would violate 
Sections IV and V of this Final Judgment if the Sales Representative 
Firm were included in the definition of ``Defendant'' in Paragraph 
II(F), in a form and manner to be proposed by Defendant and approved 
by the United States in its sole discretion, maintained and produced 
to the United States upon request.
    E. For the avoidance of doubt, the term ``potential violation'' 
as used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing 
of the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the 
United States in any investigation or litigation examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate, or any Sales Representative Firm Communicated 
Competitively Sensitive Information with or among Defendant or any 
other Station or any Sales Representative Firm in violation of 
Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
Defendant shall use its best efforts to ensure that all current and 
former officers, directors, employees, and agents also fully and 
promptly cooperate with the United States. The full, truthful, and 
continuing cooperation of Defendant shall include, but not be 
limited to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or the attorney work product doctrine, to 
the United States regarding the Communicating of Competitively 
Sensitive Information or any agreement with any other Station it 
does not own or such other Station's Sales Representative Firm to 
Communicate Competitively Sensitive Information while an employee of 
the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of 
Defendant, that relate to the Communication of Competitively 
Sensitive Information or any agreement with any other Station or 
such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information, and a log of documents 
protected by the attorney-client privilege or the attorney work 
product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable 
notice by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to 
cooperate fully with the United States as described in this Section 
VII shall cease upon the conclusion of all of the United States' 
investigations and the United States' litigations examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate or such other Station's Sales Representative Firm 
Communicated Competitively Sensitive Information or with or among 
Defendant or any other Station or any Sales Representative Firm in 
violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. 
Sec.  1, including exhaustion of all appeals or expiration of time 
for all appeals of any Court ruling in each such matter, at which 
point the United States will provide written notice to Defendant 
that its obligations under this Section VII have expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph 
VII(B) does not apply to documents created after entry of this Final 
Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will 
not bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any agreement to Communicate Competitively Sensitive 
Information with any other Station it does not own or operate or 
such other Station's Sales Representative Firm when that agreement:
    1. was Communicated, entered into and terminated on or before 
the date of the filing of the Complaint in this action (or in the 
case of a Station that is acquired by Defendant after entry of this 
Final Judgment, was Communicated or entered into before the 
acquisition and terminated within 120 days after the closing of the 
acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) 
does not apply to any acts of perjury or subornation of perjury (18 
U.S.C. Sec. Sec.  1621-22), making a false statement or declaration 
(18 U.S.C. Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  
401-402), or obstruction of justice (18 U.S.C. Sec.  1503, et seq.) 
by the Defendant or its officers, directors, and employees. The 
United States' agreement set forth in Paragraph VII(C) does not 
release any claims against any Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with 
this Final Judgment or of any related orders, or of determining 
whether the Final Judgment should be modified, and subject to any 
legally recognized privilege, from time to time 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and 
copy, or at the option of the United States, to require Defendant to 
provide electronic or hard copies of all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control 
of Defendant, relating to any matters that are the subject of this 
Final Judgment, not protected by the attorney-client privilege or 
the attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to 
written interrogatories, of information not protected by the 
attorney-client privilege or attorney work product doctrine, under 
oath if requested, relating to any matters that are the subject of 
this Final Judgment as may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII shall be divulged by the United States to any 
Person other than an authorized representative of the executive 
branch of the United States, except in the course of legal 
proceedings to which the United States is a

[[Page 62969]]

party (including grand jury proceedings), or for the purpose of 
securing compliance with this Final Judgment, or for law enforcement 
purposes, or as otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies 
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 Defendant marks 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 Defendant ten calendar days' 
notice prior to divulging such material in any legal proceeding 
(other than a grand jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce 
the provisions of this Final Judgment, including its right to seek 
an order of contempt from this Court. Defendant agrees that in any 
civil contempt action, any motion to show cause, or any similar 
civil action brought by the United States regarding an alleged 
violation of this Final Judgment, the United States may establish a 
violation of the decree and the appropriateness of any remedy 
therefor by a preponderance of the evidence, and Defendant waives 
any argument that a different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect 
to the procompetitive purposes of the antitrust laws and to restore 
all competition the United States alleged was harmed by the 
challenged conduct. Defendant agrees that it may be held in contempt 
of, and that the Court may enforce, any provision of this Final 
Judgment that, as interpreted by the Court in light of these 
procompetitive principles and applying ordinary tools of 
interpretation, is stated specifically and in reasonable detail, 
whether or not it is clear and unambiguous on its face. In any such 
interpretation, the terms of this Final Judgment should not be 
construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may 
apply to the Court for a one-time extension of this Final Judgment, 
together with such other relief as may be appropriate. In connection 
with any successful effort by the United States to enforce this 
Final Judgment against Defendant, whether litigated or resolved 
prior to litigation, Defendant agrees to reimburse the United States 
for the fees and expenses of its attorneys, as well as any other 
costs including experts' fees, incurred in connection with that 
enforcement effort, including in the investigation of the potential 
violation.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after 
five years from the date of its entry, this Final Judgment may be 
terminated upon notice by the United States to the Court and 
Defendant that the continuation of the Final Judgment no longer is 
necessary or in the public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice, Antitrust Division, 450 Fifth Street, NW, 
Suite 4000, Washington, D.C. 20530.

XIII. 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. Sec.  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 upon the record before 
the Court, which includes the Competitive Impact Statement and any 
comments and response to comments filed with the Court, entry of 
this Final Judgment is in the public interest.

IT IS SO ORDERED by the Court, this __ day of __, 201__.
Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16

-----------------------------------------------------------------------

United States District Judge

Exhibit 1

[Company Letterhead]
[Name and Address of Antitrust Compliance Officer]
Re: Prohibitions Against Sharing of Competitively Sensitive 
Information

Dear [XX]:

    I provide you this notice regarding a judgment recently entered 
by a federal judge in Washington, D.C. prohibiting the sharing of 
certain information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the 
obligations it imposes on us. [CEO Name] has asked me to let each of 
you know that [s/he] expects you to take these obligations seriously 
and abide by them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through our national sales representative 
firm), competitively sensitive information with or from any 
employee, agent, or representative of another broadcast television 
station in the same DMA it does not own or operate. Competitively 
sensitive information means any non-public information regarding the 
sale of spot advertising on broadcast television stations, including 
information relating to any pricing or pricing strategies, pacing, 
holding capacity, revenues, or market shares. There are limited 
exceptions to this restriction, which are listed in the judgment. 
The company will provide briefing on the legitimate or illegitimate 
exchange of information. You must consult with me if you have any 
questions on whether a particular circumstance is subject to an 
exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about 
the judgment or how it affects your sale of spot advertising, please 
contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of 
your receipt of this letter. Thank you for your cooperation.

Sincerely,

[Defendant's Antitrust Compliance Officer]

Employee Certification

I, ___ [name], ___ [position] at ___ [station or location] do hereby 
certify that I (i) have read and understand, and agree to abide by, 
the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment 
may result in an enforcement action for civil or criminal contempt 
of court.

-----------------------------------------------------------------------

Name:
Date:

EXHIBIT 2

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al. Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including 
its successors and assigns, and its subsidiaries, divisions, and 
broadcast television stations, and their directors, officers, and 
employees (``Acquirer''), following consummation of the Acquirer's 
acquisition of [insert names of station or stations acquired] (each, 
an ``Acquired Station''), is bound by the Final Judgment entered by 
this Court on [date] (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    1. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    2. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's 
officers and

[[Page 62970]]

directors only with respect to any responsibilities or actions 
regarding any Acquired Stations, and (iii) employees with management 
or supervisory responsibilities for Acquirer's business or 
operations related to the sale of spot advertising on any Acquired 
Station, only with respect to those responsibilities.
    3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    4. The release contained in Sections VII(C) and (D) applies to 
the Acquirer, but only to civil actions or criminal charges arising 
from actions taken by any Acquired Station.
    5. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all.
    6. Section VI(A) applies to the Acquirer, but is modified to 
make the initial period for appointing an Antitrust Compliance 
Officer in the first sentence 120 days from consummation of the 
Acquirer's acquisition of the Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,

/s/--------------------------------------------------------------------

[Counsel for Acquirer]

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al. Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its 
Complaint on November __, 2018, alleging that Defendant Raycom 
Media, Inc., among others, violated Section 1 of the Sherman Act, 15 
U.S.C. Sec.  1, the United States and Defendant, by their respective 
attorneys, have consented to the entry of this Final Judgment 
without trial or adjudication of any issue of fact or law;
    AND WHEREAS, this Final Judgment does not constitute any 
evidence against or admission by any party regarding any issue of 
fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound 
by the provisions of this Final Judgment pending its approval by 
this Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions 
and to refrain from engaging in certain forms of information sharing 
with its competitors;
    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 ORDERED, ADJUDGED, AND DECREED:

I. JURISDICTION

    This Court has jurisdiction over the subject matter and each of 
the parties to this action. The allegations in the Complaint arise 
under Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
See 28 U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, 
between two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless 
of the means by which it is accomplished, including orally or by 
written means of any kind, such as electronic communications, e-
mails, facsimiles, telephone communications, voicemails, text 
messages, audio recordings, meetings, interviews, correspondence, 
exchange of written or recorded information, or face-to-face 
meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant 
or any broadcast television station regarding the sale of spot 
advertising on broadcast television stations: Non-Public Information 
relating to pricing or pricing strategies, pacing, holding capacity, 
revenues, or market shares. Reports containing only aggregated 
market-level or national data are not Competitively Sensitive 
Information, but reports (including by paid subscription) that are 
customized or confidential to a particular Station or broadcast 
television station group are Competitively Sensitive Information.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement 
through which a Person exercises control over any broadcast 
television station not owned by the Person.
    F. ``Defendant'' means Raycom Media, Inc., a Delaware 
corporation with its headquarters in Birmingham, Alabama, its 
successors and assigns, and its subsidiaries, divisions, and 
Stations, and their directors, officers, and employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. 
Nielsen Company and used by the Investing in Television BIA Market 
Report 2018.
    H. ``Management'' means all directors and officers of Defendant, 
or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to 
the sale of spot advertising on any Station.
    I. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity 
is Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For 
the avoidance of doubt, the fact that information is available by 
paid subscription does not on its own render the information public.
    J. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, 
agency, board, authority, commission, office, or other business or 
legal entity, whether private or governmental.
    K. ``Sales Representative Firm'' means any organization, 
including without limitation Katz Media Group, Inc. and Cox Reps, 
Inc., and their respective subsidiaries and divisions, that 
represents a Station or its owner in the sale of spot advertising.
    L. ``Sales Representative Firm Manager'' means, for each of 
Defendant's Sales Representative Firms, the employee of the Sales 
Representative Firm with primary responsibility for the relationship 
with Defendant.
    M. ``Sales Staff'' means Defendant's employees with 
responsibility for the sale of spot advertising on any Station.
    N. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in 
active concert or participation with Defendant who receive actual 
notice of this Final Judgment by personal service or otherwise, and 
any Person that signs an Acknowledgment of Applicability, attached 
as Exhibit 2, to the extent set forth therein, as a condition of the 
purchase of a Station owned by Defendant as of October 1, 2018. This 
Final Judgment applies to Defendant's actions performed under any 
Cooperative Agreement, even if those actions are taken on behalf of 
a third party. This Final Judgment is fully enforceable, including 
by penalty of contempt, against all of the foregoing. 
Notwithstanding any other provision contained herein, this Final 
Judgment does not apply to broadcast television stations owned by 
Gray Television, Inc. that were not owned by Raycom Media, Inc. as 
of October 1, 2018.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly:
    1. Communicate Competitively Sensitive Information to any 
Station in the same DMA it does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or

[[Page 62971]]

    4. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with 
any Station in the same DMA it does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales 
Representative Firm or a third-party agent at Defendant's 
instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant 
as of October 1, 2018 to any Person unless that Person has first 
executed the Acknowledgment of Applicability, attached as Exhibit 2. 
Defendant shall submit any Acknowledgement of Applicability to the 
United States within 15 days of consummating the sale of such 
Station. The United States, in its sole discretion, may waive the 
prohibition in this Paragraph IV(C) on a Station-by-Station basis. 
Alternatively, the United States and the Person signing the 
Acknowledgement of Applicability may agree to void the 
Acknowledgement of Applicability at any time. The first sentence of 
this paragraph shall not apply to the sale of any Station to a 
Person already bound to a final judgment entered by a court 
regarding the Communication of Competitively Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information with an actual 
or prospective Advertiser, except that, if the Advertiser is another 
Station, Defendant's Communicating, using, or encouraging or 
facilitating the Communication of, Competitively Sensitive 
Information is excluded from the terms of Section IV only insofar as 
is reasonably necessary to negotiate the sale of spot advertising on 
broadcast television stations. For the avoidance of doubt, Defendant 
is not prohibited from internally using Competitively Sensitive 
Information received from an Advertiser that is a Station under the 
preceding sentence, but Defendant is prohibited from Communicating 
that Competitively Sensitive Information to a Station in the same 
DMA that it does not own or operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or 
facilitating the Communication of, or attempting to enter into, 
entering into, maintaining, or enforcing any agreement to 
Communicate Competitively Sensitive Information with any Station 
when such Communication or use is (a) for the purpose of evaluating 
or effectuating a bona fide acquisition, disposition, or exchange of 
Stations or related assets, or (b) reasonably necessary for 
achieving the efficiencies of any other legitimate competitor 
collaboration. With respect to any such agreement:
    1. For all agreements under Part V(B)(a) with any other Station 
to Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment, Defendant shall maintain documents 
sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who 
are involved in the sharing of Competitively Sensitive Information; 
and
    iii. the termination date or event of the sharing of 
Competitively Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary 
and only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) 
for five years or the duration of the Final Judgment, whichever is 
shorter, following entry into any agreement to Communicate or 
receive Competitively Sensitive Information, and Defendant shall 
make such documents available to the United States upon request, if 
such request is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to 
the United States within thirty days of the entry, renewal, or 
extension of the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales 
Agreement, Local Marketing Agreement, or similar agreement pursuant 
to which the Defendant Communicates, uses, encourages or facilitates 
the Communication of, or attempts to enter into, enters into, 
maintains, or enforces any agreement to Communicate Competitively 
Sensitive Information related solely to the sale of spot advertising 
for which Defendant is responsible on a Station, shall be considered 
a ``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging 
in conduct in accordance with the doctrine established in Eastern 
Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 
U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 
(1965), and their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing 
any agreement to Communicate Competitively Sensitive Information for 
the purpose of aggregation if (a) Competitively Sensitive 
Information is sent to or received from, and the aggregation is 
managed by, a third party not owned or operated by any Station; (b) 
the information disseminated by the aggregator is limited to 
historical total broadcast television station revenue or other 
geographic or characteristic categorization (e.g., national, local, 
or political sales revenue); and (c) any information disseminated is 
sufficiently aggregated such that it would not allow a recipient to 
identify, deduce, or estimate the prices or pacing of any individual 
broadcast television station not owned or operated by that 
recipient; or (2) using information that meets the requirements of 
Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant 
shall appoint an Antitrust Compliance Officer who is an internal 
employee or Officer of the Defendant, and identify to the United 
States the Antitrust Compliance Officer's name, business address, 
telephone number, and email address. Within forty-five days of a 
vacancy in the Antitrust Compliance Officer position, Defendant 
shall appoint a replacement, and shall identify to the United States 
the Antitrust Compliance Officer's name, business address, telephone 
number, and email address. Defendant's initial or replacement 
appointment of an Antitrust Compliance Officer is subject to the 
approval of the United States, in its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this 
experience requirement is a hardship on or is not reasonably 
available to the Defendant, under which circumstances the Defendant 
may select an Antitrust Compliance Officer or shall retain outside 
counsel who has at least five years' experience in legal practice, 
including experience with regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through 
the employees or counsel working at the Antitrust Compliance 
Officer's responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish 
to all of Defendant's Management and Sales Staff and Sales 
Representative Firm Managers a copy of this Final Judgment, the 
Competitive Impact Statement filed by the United States with the 
Court, and a cover letter in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a 
manner to be devised by Defendant and approved by the United States, 
provide Defendant's Management and Sales Staff reasonable notice of 
the meaning and requirements of this Final Judgment;

[[Page 62972]]

    3. annually brief Defendant's Management and Sales Staff on the 
meaning and requirements of this Final Judgment and the U.S. 
antitrust laws;
    4. brief any person who succeeds a person in any position 
identified in Paragraph VI(C)(3), within sixty days of such 
succession;
    5. obtain from each person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that person's receipt of the Final 
Judgment, a certification that the person (i) has read and 
understands and agrees to abide by the terms of this Final Judgment; 
(ii) is not aware of any violation of the Final Judgment that has 
not been reported to Defendant; and (iii) understands that failure 
to comply with this Final Judgment may result in an enforcement 
action for civil or criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales 
Staff that they may disclose to the Antitrust Compliance Officer, 
without reprisal for such disclosure, information concerning any 
violation or potential violation of this Final Judgment or the U.S. 
antitrust laws by Defendant;
    7. within thirty days of the latest filing of the Complaint, 
Proposed Final Judgment, or Competitive Impact Statement in this 
action, Defendant shall provide notice, in each DMA in which 
Defendant owns or operates a Station, to (i) every full power 
Station in that DMA that sells broadcast television spot advertising 
that Defendant does not own or operate and (ii) any Sales 
Representative Firm selling advertising in that DMA on behalf of 
Defendant, of the Complaint, Proposed Final Judgment, and 
Competitive Impact Statement in a form and manner to be proposed by 
Defendant and approved by the United States in its sole discretion. 
Defendant shall provide the United States with its proposal, 
including the list of recipients, within ten days of the filing of 
the Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgement, whichever is shorter, a copy of all materials required to 
be issued under Paragraph VI(C), and furnish them to the United 
States within ten days if requested to do so, except documents 
protected under the attorney-client privilege or the attorney work-
product doctrine. For all materials required to be furnished under 
Paragraph VI(C) which Defendant claims are protected under the 
attorney-client privilege or the attorney work-product doctrine, 
Defendant shall furnish to the United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning 
of any violation or potential violation of any of the terms and 
conditions contained in this Final Judgment, (i) promptly take 
appropriate action to investigate, and in the event of a violation, 
terminate or modify the activity so as to comply with this Final 
Judgment, (ii) maintain all documents related to any violation or 
potential violation of this Final Judgment for a period of five 
years or the duration of this Final Judgement, whichever is shorter, 
and (iii) maintain, and furnish to the United States at the United 
States' request, a log of (a) all such documents and documents for 
which Defendant claims protection under the attorney-client 
privilege or the attorney work product doctrine, and (b) all 
potential and actual violations, even if no documentary evidence 
regarding the violations exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any 
of the terms and conditions contained in this Final Judgment, file 
with the United States a statement describing any violation or 
potential violation of any of the terms and conditions contained in 
this Final Judgment, which shall include a description of any 
Communications constituting the violation or potential violation, 
including the date and place of the Communication, the Persons 
involved, and the subject matter of the Communication;
    3. establish a whistleblower protection policy, which provides 
that any employee may disclose, without reprisal for such 
disclosure, to the Antitrust Compliance Officer information 
concerning any violation or potential violation by the Defendant of 
this Final Judgment or U.S. antitrust laws;
    4. have its CEO, General Counsel or Chief Legal Officer certify 
in writing to the United States annually on the anniversary date of 
the entry of this Final Judgment that Defendant has complied with 
the provisions of this Final Judgment;
    5. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) 
copies of all materials distributed as part of the annual antitrust 
briefing required under Paragraphs VI(C)(3) and V(C)(4). For all 
materials requested to be produced under this Paragraph VI(D)(5) for 
which Defendant claims is protected under the attorney-client 
privilege or the attorney work-product doctrine, Defendant shall 
furnish to the United States a privilege log; and
    6. instruct each Sales Representative Firm Manager that the 
Sales Representative Firm shall not Communicate any of Defendant's 
Competitively Sensitive Information in a way that would violate 
Sections IV and V of this Final Judgment if the Sales Representative 
Firm were included in the definition of ``Defendant'' in Paragraph 
II(F), in a form and manner to be proposed by Defendant and approved 
by the United States in its sole discretion, maintained and produced 
to the United States upon request.
    E. For the avoidance of doubt, the term ``potential violation'' 
as used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing 
of the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the 
United States in any investigation or litigation examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate, or any Sales Representative Firm Communicated 
Competitively Sensitive Information with or among Defendant or any 
other Station or any Sales Representative Firm in violation of 
Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
Defendant shall use its best efforts to ensure that all current and 
former officers, directors, employees, and agents also fully and 
promptly cooperate with the United States. The full, truthful, and 
continuing cooperation of Defendant shall include, but not be 
limited to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or the attorney work product doctrine, to 
the United States regarding the Communicating of Competitively 
Sensitive Information or any agreement with any other Station it 
does not own or such other Station's Sales Representative Firm to 
Communicate Competitively Sensitive Information while an employee of 
the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of 
Defendant, that relate to the Communication of Competitively 
Sensitive Information or any agreement with any other Station or 
such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information, and a log of documents 
protected by the attorney-client privilege or the attorney work 
product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable 
notice by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to 
cooperate fully with the United States as described in this Section 
VII shall cease upon the conclusion of all of the United States' 
investigations and the United States' litigations examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate or such other Station's Sales Representative Firm 
Communicated Competitively Sensitive Information or with or among 
Defendant or any other Station or any Sales Representative Firm in 
violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. 
Sec.  1, including exhaustion of all appeals or expiration of time 
for all appeals of any Court ruling in each such matter, at which 
point the United States will provide written notice to Defendant 
that its obligations under this Section VII have expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph 
VII(B) does not apply to documents created after entry of this Final 
Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will 
not bring any further civil action or any criminal charges against 
Defendant

[[Page 62973]]

related to any Communication of Competitively Sensitive Information 
or any agreement to Communicate Competitively Sensitive Information 
with any other Station it does not own or operate or such other 
Station's Sales Representative Firm when that agreement:
    1. was Communicated, entered into and terminated on or before 
the date of the filing of the Complaint in this action (or in the 
case of a Station that is acquired by Defendant after entry of this 
Final Judgment, was Communicated or entered into before the 
acquisition and terminated within 120 days after the closing of the 
acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) 
does not apply to any acts of perjury or subornation of perjury (18 
U.S.C. Sec. Sec.  1621-22), making a false statement or declaration 
(18 U.S.C. Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  
401-402), or obstruction of justice (18 U.S.C. Sec.  1503, et seq.) 
by the Defendant or its officers, directors, and employees. The 
United States' agreement set forth in Paragraph VII(C) does not 
release any claims against any Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with 
this Final Judgment or of any related orders, or of determining 
whether the Final Judgment should be modified, and subject to any 
legally recognized privilege, from time to time 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and 
copy, or at the option of the United States, to require Defendant to 
provide electronic or hard copies of all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control 
of Defendant, relating to any matters that are the subject of this 
Final Judgment, not protected by the attorney-client privilege or 
the attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to 
written interrogatories, of information not protected by the 
attorney-client privilege or attorney work product doctrine, under 
oath if requested, relating to any matters that are the subject of 
this Final Judgment as may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII shall be divulged by the United States to any 
Person other than an authorized representative of the executive 
branch of the United States, 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 for law enforcement purposes, or as 
otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies 
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 Defendant marks 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 Defendant ten calendar days' 
notice prior to divulging such material in any legal proceeding 
(other than a grand jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce 
the provisions of this Final Judgment, including its right to seek 
an order of contempt from this Court. Defendant agrees that in any 
civil contempt action, any motion to show cause, or any similar 
civil action brought by the United States regarding an alleged 
violation of this Final Judgment, the United States may establish a 
violation of the decree and the appropriateness of any remedy 
therefor by a preponderance of the evidence, and Defendant waives 
any argument that a different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect 
to the procompetitive purposes of the antitrust laws and to restore 
all competition the United States alleged was harmed by the 
challenged conduct. Defendant agrees that it may be held in contempt 
of, and that the Court may enforce, any provision of this Final 
Judgment that, as interpreted by the Court in light of these 
procompetitive principles and applying ordinary tools of 
interpretation, is stated specifically and in reasonable detail, 
whether or not it is clear and unambiguous on its face. In any such 
interpretation, the terms of this Final Judgment should not be 
construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may 
apply to the Court for a one-time extension of this Final Judgment, 
together with such other relief as may be appropriate. In connection 
with any successful effort by the United States to enforce this 
Final Judgment against Defendant, whether litigated or resolved 
prior to litigation, Defendant agrees to reimburse the United States 
for the fees and expenses of its attorneys, as well as any other 
costs including experts' fees, incurred in connection with that 
enforcement effort, including in the investigation of the potential 
violation.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after 
five years from the date of its entry, this Final Judgment may be 
terminated upon notice by the United States to the Court and 
Defendant that the continuation of the Final Judgment no longer is 
necessary or in the public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice, Antitrust Division, 450 Fifth Street NW, 
Suite 4000, Washington, D.C. 20530.

XIII. 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. Sec.  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 upon the record before 
the Court, which includes the Competitive Impact Statement and any 
comments and response to comments filed with the Court, entry of 
this Final Judgment is in the public interest.
    IT IS SO ORDERED by the Court, this __ day of __, 201__.

    Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16

-----------------------------------------------------------------------

United States District Judge

Exhibit 1

[Company Letterhead]

[Name and Address of Antitrust Compliance Officer]

Re: Prohibitions Against Sharing of Competitively Sensitive 
Information

Dear [XX]:

    I provide you this notice regarding a judgment recently entered 
by a federal judge in Washington, D.C. prohibiting the sharing of 
certain information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the 
obligations it imposes on us. [CEO Name] has asked me to let each of 
you know that [s/he] expects you to take these obligations seriously 
and abide by them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through our national sales representative 
firm), competitively sensitive information with or from any 
employee, agent, or representative of another broadcast television 
station in the same DMA it does not own or operate. Competitively 
sensitive information means any non-public information regarding

[[Page 62974]]

the sale of spot advertising on broadcast television stations, 
including information relating to any pricing or pricing strategies, 
pacing, holding capacity, revenues, or market shares. There are 
limited exceptions to this restriction, which are listed in the 
judgment. The company will provide briefing on the legitimate or 
illegitimate exchange of information. You must consult with me if 
you have any questions on whether a particular circumstance is 
subject to an exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about 
the judgment or how it affects your sale of spot advertising, please 
contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of 
your receipt of this letter. Thank you for your cooperation.

Sincerely,

[Defendant's Antitrust Compliance Officer]

Employee Certification

I, ___ [name],___ [position] at___ [station or location] do hereby 
certify that I (i) have read and understand, and agree to abide by, 
the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment 
may result in an enforcement action for civil or criminal contempt 
of court.
-----------------------------------------------------------------------

Name:
Date:

Exhibit 2

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. SINCLAIR BROADCAST 
GROUP, INC., et al. Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including 
its successors and assigns, and its subsidiaries, divisions, and 
broadcast television stations, and their directors, officers, and 
employees (``Acquirer''), following consummation of the Acquirer's 
acquisition of [insert names of station or stations acquired] (each, 
an ``Acquired Station''), is bound by the Final Judgment entered by 
this Court on [date] (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    1. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    2. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's 
officers and directors only with respect to any responsibilities or 
actions regarding any Acquired Stations, and (iii) employees with 
management or supervisory responsibilities for Acquirer's business 
or operations related to the sale of spot advertising on any 
Acquired Station, only with respect to those responsibilities.
    3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    4. The release contained in Sections VII(C) and (D) applies to 
the Acquirer, but only to civil actions or criminal charges arising 
from actions taken by any Acquired Station.
    5. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all.
    6. Section VI(A) applies to the Acquirer, but is modified to 
make the initial period for appointing an Antitrust Compliance 
Officer in the first sentence 120 days from consummation of the 
Acquirer's acquisition of the Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,

/s/--------------------------------------------------------------------

[Counsel for Acquirer]

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al. Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its 
Complaint on November __, 2018, alleging that Defendant Tribune 
Media Company, among others, violated Section 1 of the Sherman Act, 
15 U.S.C. Sec.  1, the United States and Defendant, by their 
respective attorneys, have consented to the entry of this Final 
Judgment without trial or adjudication of any issue of fact or law;
    AND WHEREAS, this Final Judgment does not constitute any 
evidence against or admission by any party regarding any issue of 
fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound 
by the provisions of this Final Judgment pending its approval by 
this Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions 
and to refrain from engaging in certain forms of information sharing 
with its competitors;
    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 ORDERED, ADJUDGED, AND DECREED:

I. JURISDICTION

    This Court has jurisdiction over the subject matter and each of 
the parties to this action. The allegations in the Complaint arise 
under Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
See 28 U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, 
between two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless 
of the means by which it is accomplished, including orally or by 
written means of any kind, such as electronic communications, e-
mails, facsimiles, telephone communications, voicemails, text 
messages, audio recordings, meetings, interviews, correspondence, 
exchange of written or recorded information, or face-to-face 
meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant 
or any broadcast television station regarding the sale of spot 
advertising on broadcast television stations: Non-Public Information 
relating to pricing or pricing strategies, pacing, holding capacity, 
revenues, or market shares. Reports containing only aggregated 
market-level or national data are not Competitively Sensitive 
Information, but reports (including by paid subscription) that are 
customized or confidential to a particular Station or broadcast 
television station group are Competitively Sensitive Information.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement 
through which a Person exercises control over any broadcast 
television station not owned by the Person.
    F. ``Defendant'' means Tribune Media Company, a Delaware 
corporation with its headquarters in Chicago, Illinois, its 
successors and assigns, and its subsidiaries, divisions, and 
Stations, and their directors, officers, and employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. 
Nielsen Company and used by the Investing in Television BIA Market 
Report 2018.
    H. ``Management'' means all directors and officers of Defendant, 
or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to 
the sale of spot advertising on any Station.
    I. ``Non-Public Information'' means information that is not 
available from public

[[Page 62975]]

sources or generally available to the public. Measurement or 
quantification of a Station's future holding capacity is Non-Public 
Information, but measurement or quantification of a Station's past 
holding capacity is not Non-Public Information. For the avoidance of 
doubt, the fact that information is available by paid subscription 
does not on its own render the information public.
    J. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, 
agency, board, authority, commission, office, or other business or 
legal entity, whether private or governmental.
    K. ``Sales Representative Firm'' means any organization, 
including without limitation Katz Media Group, Inc. and Cox Reps, 
Inc., and their respective subsidiaries and divisions, that 
represents a Station or its owner in the sale of spot advertising.
    L. ``Sales Representative Firm Manager'' means, for each of 
Defendant's Sales Representative Firms, the employee of the Sales 
Representative Firm with primary responsibility for the relationship 
with Defendant.
    M. ``Sales Staff'' means Defendant's employees with 
responsibility for the sale of spot advertising on any Station.
    N. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in 
active concert or participation with Defendant who receive actual 
notice of this Final Judgment by personal service or otherwise, and 
any Person that signs an Acknowledgment of Applicability, attached 
as Exhibit 2, to the extent set forth therein, as a condition of the 
purchase of a Station owned by Defendant as of October 1, 2018. This 
Final Judgment applies to Defendant's actions performed under any 
Cooperative Agreement, even if those actions are taken on behalf of 
a third party. This Final Judgment is fully enforceable, including 
by penalty of contempt, against all of the foregoing.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly:
    1. Communicate Competitively Sensitive Information to any 
Station in the same DMA it does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or
    4. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with 
any Station in the same DMA it does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales 
Representative Firm or a third-party agent at Defendant's 
instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant 
as of October 1, 2018 to any Person unless that Person has first 
executed the Acknowledgment of Applicability, attached as Exhibit 2. 
Defendant shall submit any Acknowledgement of Applicability to the 
United States within 15 days of consummating the sale of such 
Station. The United States, in its sole discretion, may waive the 
prohibition in this Paragraph IV(C) on a Station-by-Station basis. 
Alternatively, the United States and the Person signing the 
Acknowledgement of Applicability may agree to void the 
Acknowledgement of Applicability at any time. The first sentence of 
this paragraph shall not apply to the sale of any Station to a 
Person already bound to a final judgment entered by a court 
regarding the Communication of Competitively Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information with an actual 
or prospective Advertiser, except that, if the Advertiser is another 
Station, Defendant's Communicating, using, or encouraging or 
facilitating the Communication of, Competitively Sensitive 
Information is excluded from the terms of Section IV only insofar as 
is reasonably necessary to negotiate the sale of spot advertising on 
broadcast television stations. For the avoidance of doubt, Defendant 
is not prohibited from internally using Competitively Sensitive 
Information received from an Advertiser that is a Station under the 
preceding sentence, but Defendant is prohibited from Communicating 
that Competitively Sensitive Information to a Station in the same 
DMA that it does not own or operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or 
facilitating the Communication of, or attempting to enter into, 
entering into, maintaining, or enforcing any agreement to 
Communicate Competitively Sensitive Information with any Station 
when such Communication or use is (a) for the purpose of evaluating 
or effectuating a bona fide acquisition, disposition, or exchange of 
Stations or related assets, or (b) reasonably necessary for 
achieving the efficiencies of any other legitimate competitor 
collaboration. With respect to any such agreement:
    1. For all agreements under Part V(B)(a) with any other Station 
to Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment, Defendant shall maintain documents 
sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who 
are involved in the sharing of Competitively Sensitive Information; 
and
    iii. the termination date or event of the sharing of 
Competitively Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary 
and only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) 
for five years or the duration of the Final Judgment, whichever is 
shorter, following entry into any agreement to Communicate or 
receive Competitively Sensitive Information, and Defendant shall 
make such documents available to the United States upon request, if 
such request is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to 
the United States within thirty days of the entry, renewal, or 
extension of the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales 
Agreement, Local Marketing Agreement, or similar agreement pursuant 
to which the Defendant Communicates, uses, encourages or facilitates 
the Communication of, or attempts to enter into, enters into, 
maintains, or enforces any agreement to Communicate Competitively 
Sensitive Information related solely to the sale of spot advertising 
for which Defendant is responsible on a Station, shall be considered 
a ``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging 
in conduct in accordance with the doctrine established in Eastern 
Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 
U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 
(1965), and their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing 
any agreement to Communicate

[[Page 62976]]

Competitively Sensitive Information for the purpose of aggregation 
if (a) Competitively Sensitive Information is sent to or received 
from, and the aggregation is managed by, a third party not owned or 
operated by any Station; (b) the information disseminated by the 
aggregator is limited to historical total broadcast television 
station revenue or other geographic or characteristic categorization 
(e.g., national, local, or political sales revenue); and (c) any 
information disseminated is sufficiently aggregated such that it 
would not allow a recipient to identify, deduce, or estimate the 
prices or pacing of any individual broadcast television station not 
owned or operated by that recipient; or (2) using information that 
meets the requirements of Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant 
shall appoint an Antitrust Compliance Officer who is an internal 
employee or Officer of the Defendant, and identify to the United 
States the Antitrust Compliance Officer's name, business address, 
telephone number, and email address. Within forty-five days of a 
vacancy in the Antitrust Compliance Officer position, Defendant 
shall appoint a replacement, and shall identify to the United States 
the Antitrust Compliance Officer's name, business address, telephone 
number, and email address. Defendant's initial or replacement 
appointment of an Antitrust Compliance Officer is subject to the 
approval of the United States, in its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this 
experience requirement is a hardship on or is not reasonably 
available to the Defendant, under which circumstances the Defendant 
may select an Antitrust Compliance Officer or shall retain outside 
counsel who has at least five years' experience in legal practice, 
including experience with regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through 
the employees or counsel working at the Antitrust Compliance 
Officer's responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish 
to all of Defendant's Management and Sales Staff and Sales 
Representative Firm Managers a copy of this Final Judgment, the 
Competitive Impact Statement filed by the United States with the 
Court, and a cover letter in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a 
manner to be devised by Defendant and approved by the United States, 
provide Defendant's Management and Sales Staff reasonable notice of 
the meaning and requirements of this Final Judgment;
    3. annually brief Defendant's Management and Sales Staff on the 
meaning and requirements of this Final Judgment and the U.S. 
antitrust laws;
    4. brief any person who succeeds a person in any position 
identified in Paragraph VI(C)(3), within sixty days of such 
succession;
    5. obtain from each person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that person's receipt of the Final 
Judgment, a certification that the person (i) has read and 
understands and agrees to abide by the terms of this Final Judgment; 
(ii) is not aware of any violation of the Final Judgment that has 
not been reported to Defendant; and (iii) understands that failure 
to comply with this Final Judgment may result in an enforcement 
action for civil or criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales 
Staff that they may disclose to the Antitrust Compliance Officer, 
without reprisal for such disclosure, information concerning any 
violation or potential violation of this Final Judgment or the U.S. 
antitrust laws by Defendant;
    7. within thirty days of the latest filing of the Complaint, 
Proposed Final Judgment, or Competitive Impact Statement in this 
action, Defendant shall provide notice, in each DMA in which 
Defendant owns or operates a Station, to (i) every full power 
Station in that DMA that sells broadcast television spot advertising 
that Defendant does not own or operate and (ii) any Sales 
Representative Firm selling advertising in that DMA on behalf of 
Defendant, of the Complaint, Proposed Final Judgment, and 
Competitive Impact Statement in a form and manner to be proposed by 
Defendant and approved by the United States in its sole discretion. 
Defendant shall provide the United States with its proposal, 
including the list of recipients, within ten days of the filing of 
the Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgement, whichever is shorter, a copy of all materials required to 
be issued under Paragraph VI(C), and furnish them to the United 
States within ten days if requested to do so, except documents 
protected under the attorney-client privilege or the attorney work-
product doctrine. For all materials required to be furnished under 
Paragraph VI(C) which Defendant claims are protected under the 
attorney-client privilege or the attorney work-product doctrine, 
Defendant shall furnish to the United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning 
of any violation or potential violation of any of the terms and 
conditions contained in this Final Judgment, (i) promptly take 
appropriate action to investigate, and in the event of a violation, 
terminate or modify the activity so as to comply with this Final 
Judgment, (ii) maintain all documents related to any violation or 
potential violation of this Final Judgment for a period of five 
years or the duration of this Final Judgement, whichever is shorter, 
and (iii) maintain, and furnish to the United States at the United 
States' request, a log of (a) all such documents and documents for 
which Defendant claims protection under the attorney-client 
privilege or the attorney work product doctrine, and (b) all 
potential and actual violations, even if no documentary evidence 
regarding the violations exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any 
of the terms and conditions contained in this Final Judgment, file 
with the United States a statement describing any violation or 
potential violation of any of the terms and conditions contained in 
this Final Judgment, which shall include a description of any 
Communications constituting the violation or potential violation, 
including the date and place of the Communication, the Persons 
involved, and the subject matter of the Communication;
    3. establish a whistleblower protection policy, which provides 
that any employee may disclose, without reprisal for such 
disclosure, to the Antitrust Compliance Officer information 
concerning any violation or potential violation by the Defendant of 
this Final Judgment or U.S. antitrust laws;
    4. have its CEO, General Counsel or Chief Legal Officer certify 
in writing to the United States annually on the anniversary date of 
the entry of this Final Judgment that Defendant has complied with 
the provisions of this Final Judgment;
    5. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) 
copies of all materials distributed as part of the annual antitrust 
briefing required under Paragraphs VI(C)(3) and V(C)(4). For all 
materials requested to be produced under this Paragraph VI(D)(5) for 
which Defendant claims is protected under the attorney-client 
privilege or the attorney work-product doctrine, Defendant shall 
furnish to the United States a privilege log; and
    6. instruct each Sales Representative Firm Manager that the 
Sales Representative Firm shall not Communicate any of Defendant's 
Competitively Sensitive Information in a way that would violate 
Sections IV and V of this Final Judgment if the Sales Representative 
Firm were included in the definition of ``Defendant'' in Paragraph 
II(F), in a form and manner to be proposed by Defendant and approved 
by the United States in its sole discretion, maintained and produced 
to the United States upon request.
    E. For the avoidance of doubt, the term ``potential violation'' 
as used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing 
of the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the 
United States in any investigation or litigation examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate, or any Sales Representative Firm Communicated 
Competitively Sensitive Information with or among Defendant or any 
other Station or any Sales Representative Firm in violation of

[[Page 62977]]

Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
Defendant shall use its best efforts to ensure that all current and 
former officers, directors, employees, and agents also fully and 
promptly cooperate with the United States. The full, truthful, and 
continuing cooperation of Defendant shall include, but not be 
limited to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or the attorney work product doctrine, to 
the United States regarding the Communicating of Competitively 
Sensitive Information or any agreement with any other Station it 
does not own or such other Station's Sales Representative Firm to 
Communicate Competitively Sensitive Information while an employee of 
the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of 
Defendant, that relate to the Communication of Competitively 
Sensitive Information or any agreement with any other Station or 
such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information, and a log of documents 
protected by the attorney-client privilege or the attorney work 
product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable 
notice by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to 
cooperate fully with the United States as described in this Section 
VII shall cease upon the conclusion of all of the United States' 
investigations and the United States' litigations examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate or such other Station's Sales Representative Firm 
Communicated Competitively Sensitive Information or with or among 
Defendant or any other Station or any Sales Representative Firm in 
violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. 
Sec.  1, including exhaustion of all appeals or expiration of time 
for all appeals of any Court ruling in each such matter, at which 
point the United States will provide written notice to Defendant 
that its obligations under this Section VII have expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph 
VII(B) does not apply to documents created after entry of this Final 
Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will 
not bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any agreement to Communicate Competitively Sensitive 
Information with any other Station it does not own or operate or 
such other Station's Sales Representative Firm when that agreement:
    1. was Communicated, entered into and terminated on or before 
the date of the filing of the Complaint in this action (or in the 
case of a Station that is acquired by Defendant after entry of this 
Final Judgment, was Communicated or entered into before the 
acquisition and terminated within 120 days after the closing of the 
acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) 
does not apply to any acts of perjury or subornation of perjury (18 
U.S.C. Sec. Sec.  1621-22), making a false statement or declaration 
(18 U.S.C. Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  
401-402), or obstruction of justice (18 U.S.C. Sec.  1503, et seq.) 
by the Defendant or its officers, directors, and employees. The 
United States' agreement set forth in Paragraph VII(C) does not 
release any claims against any Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with 
this Final Judgment or of any related orders, or of determining 
whether the Final Judgment should be modified, and subject to any 
legally recognized privilege, from time to time 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and 
copy, or at the option of the United States, to require Defendant to 
provide electronic or hard copies of all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control 
of Defendant, relating to any matters that are the subject of this 
Final Judgment, not protected by the attorney-client privilege or 
the attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to 
written interrogatories, of information not protected by the 
attorney-client privilege or attorney work product doctrine, under 
oath if requested, relating to any matters that are the subject of 
this Final Judgment as may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII shall be divulged by the United States to any 
Person other than an authorized representative of the executive 
branch of the United States, 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 for law enforcement purposes, or as 
otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies 
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 Defendant marks 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 Defendant ten calendar days' 
notice prior to divulging such material in any legal proceeding 
(other than a grand jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce 
the provisions of this Final Judgment, including its right to seek 
an order of contempt from this Court. Defendant agrees that in any 
civil contempt action, any motion to show cause, or any similar 
civil action brought by the United States regarding an alleged 
violation of this Final Judgment, the United States may establish a 
violation of the decree and the appropriateness of any remedy 
therefor by a preponderance of the evidence, and Defendant waives 
any argument that a different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect 
to the procompetitive purposes of the antitrust laws and to restore 
all competition the United States alleged was harmed by the 
challenged conduct. Defendant agrees that it may be held in contempt 
of, and that the Court may enforce, any provision of this Final 
Judgment that, as interpreted by the Court in light of these 
procompetitive principles and applying ordinary tools of 
interpretation, is stated specifically and in reasonable detail, 
whether or not it is clear and unambiguous on its face. In any such 
interpretation, the terms of this Final Judgment should not be 
construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may 
apply to the Court for a one-time extension of this Final Judgment, 
together with such other relief as may be appropriate. In connection 
with any successful effort by the United States to enforce this 
Final Judgment against Defendant, whether litigated or resolved 
prior to litigation, Defendant agrees to reimburse the United States 
for the fees and expenses of its attorneys, as well as any other 
costs including experts' fees, incurred in connection with that 
enforcement effort, including in the investigation of the potential 
violation.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from

[[Page 62978]]

the date of its entry, except that after five years from the date of 
its entry, this Final Judgment may be terminated upon notice by the 
United States to the Court and Defendant that the continuation of 
the Final Judgment no longer is necessary or in the public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice, Antitrust Division, 450 Fifth Street, NW, 
Suite 4000, Washington, D.C. 20530.

XIII. 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. Sec.  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 upon the record before 
the Court, which includes the Competitive Impact Statement and any 
comments and response to comments filed with the Court, entry of 
this Final Judgment is in the public interest.

    IT IS SO ORDERED by the Court, this __ day of __, 201__.
    Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16

-----------------------------------------------------------------------

United States District Judge

Exhibit 1

[Company Letterhead]

[Name and Address of Antitrust Compliance Officer]

Re: Prohibitions Against Sharing of Competitively Sensitive 
Information

Dear [XX]:

    I provide you this notice regarding a judgment recently entered 
by a federal judge in Washington, D.C. prohibiting the sharing of 
certain information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the 
obligations it imposes on us. [CEO Name] has asked me to let each of 
you know that [s/he] expects you to take these obligations seriously 
and abide by them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through our national sales representative 
firm), competitively sensitive information with or from any 
employee, agent, or representative of another broadcast television 
station in the same DMA it does not own or operate. Competitively 
sensitive information means any non-public information regarding the 
sale of spot advertising on broadcast television stations, including 
information relating to any pricing or pricing strategies, pacing, 
holding capacity, revenues, or market shares. There are limited 
exceptions to this restriction, which are listed in the judgment. 
The company will provide briefing on the legitimate or illegitimate 
exchange of information. You must consult with me if you have any 
questions on whether a particular circumstance is subject to an 
exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about 
the judgment or how it affects your sale of spot advertising, please 
contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of 
your receipt of this letter. Thank you for your cooperation.

Sincerely,

[Defendant's Antitrust Compliance Officer]

Employee Certification

I, __ [name], __ [position] at __ [station or location] do hereby 
certify that I (i) have read and understand, and agree to abide by, 
the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment 
may result in an enforcement action for civil or criminal contempt 
of court.
-----------------------------------------------------------------------
Name:
Date:

Exhibit 2

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al. Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including 
its successors and assigns, and its subsidiaries, divisions, and 
broadcast television stations, and their directors, officers, and 
employees (``Acquirer''), following consummation of the Acquirer's 
acquisition of [insert names of station or stations acquired] (each, 
an ``Acquired Station''), is bound by the Final Judgment entered by 
this Court on [date] (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    1. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    2. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's 
officers and directors only with respect to any responsibilities or 
actions regarding any Acquired Stations, and (iii) employees with 
management or supervisory responsibilities for Acquirer's business 
or operations related to the sale of spot advertising on any 
Acquired Station, only with respect to those responsibilities.
    3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    4. The release contained in Sections VII(C) and (D) applies to 
the Acquirer, but only to civil actions or criminal charges arising 
from actions taken by any Acquired Station.
    5. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all.
    6. Section VI(A) applies to the Acquirer, but is modified to 
make the initial period for appointing an Antitrust Compliance 
Officer in the first sentence 120 days from consummation of the 
Acquirer's acquisition of the Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,

/s/--------------------------------------------------------------------

[Counsel for Acquirer]

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al. Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its 
Complaint on November __, 2018, alleging that Defendant Meredith 
Corporation, among others, violated Section 1 of the Sherman Act, 15 
U.S.C. Sec.  1, the United States and Defendant, by their respective 
attorneys, have consented to the entry of this Final Judgment 
without trial or adjudication of any issue of fact or law;
    AND WHEREAS, this Final Judgment does not constitute any 
evidence against or admission by any party regarding any issue of 
fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound 
by the provisions of this Final Judgment pending its approval by 
this Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions 
and to refrain from engaging in certain forms of information sharing 
with its competitors;
    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 ORDERED, ADJUDGED, AND DECREED:

[[Page 62979]]

I. JURISDICTION

    This Court has jurisdiction over the subject matter and each of 
the parties to this action. The allegations in the Complaint arise 
under Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
See 28 U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, 
between two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless 
of the means by which it is accomplished, including orally or by 
written means of any kind, such as electronic communications, e-
mails, facsimiles, telephone communications, voicemails, text 
messages, audio recordings, meetings, interviews, correspondence, 
exchange of written or recorded information, or face-to-face 
meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant 
or any broadcast television station regarding the sale of spot 
advertising on broadcast television stations: Non-Public Information 
relating to pricing or pricing strategies, pacing, holding capacity, 
revenues, or market shares. Reports containing only aggregated 
market-level or national data are not Competitively Sensitive 
Information, but reports (including by paid subscription) that are 
customized or confidential to a particular Station or broadcast 
television station group are Competitively Sensitive Information.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement 
through which a Person exercises control over any broadcast 
television station not owned by the Person.
    F. ``Defendant'' means Meredith Corporation, an Iowa corporation 
with its headquarters in Des Moines, Iowa, its successors and 
assigns, and its subsidiaries, divisions, and Stations, and their 
directors, officers, and employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. 
Nielsen Company and used by the Investing in Television BIA Market 
Report 2018.
    H. ``Management'' means all directors and officers of Defendant, 
or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to 
the sale of spot advertising on any Station.
    I. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity 
is Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For 
the avoidance of doubt, the fact that information is available by 
paid subscription does not on its own render the information public.
    J. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, 
agency, board, authority, commission, office, or other business or 
legal entity, whether private or governmental.
    K. ``Sales Representative Firm'' means any organization, 
including without limitation Katz Media Group, Inc. and Cox Reps, 
Inc., and their respective subsidiaries and divisions, that 
represents a Station or its owner in the sale of spot advertising.
    L. ``Sales Representative Firm Manager'' means, for each of 
Defendant's Sales Representative Firms, the employee of the Sales 
Representative Firm with primary responsibility for the relationship 
with Defendant.
    M. ``Sales Staff'' means Defendant's employees with 
responsibility for the sale of spot advertising on any Station.
    N. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in 
active concert or participation with Defendant who receive actual 
notice of this Final Judgment by personal service or otherwise, and 
any Person that signs an Acknowledgment of Applicability, attached 
as Exhibit 2, to the extent set forth therein, as a condition of the 
purchase of a Station owned by Defendant as of October 1, 2018. This 
Final Judgment applies to Defendant's actions performed under any 
Cooperative Agreement, even if those actions are taken on behalf of 
a third party. This Final Judgment is fully enforceable, including 
by penalty of contempt, against all of the foregoing.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly:
    1. Communicate Competitively Sensitive Information to any 
Station in the same DMA it does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or
    4. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with 
any Station in the same DMA it does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales 
Representative Firm or a third-party agent at Defendant's 
instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant 
as of October 1, 2018 to any Person unless that Person has first 
executed the Acknowledgment of Applicability, attached as Exhibit 2. 
Defendant shall submit any Acknowledgement of Applicability to the 
United States within 15 days of consummating the sale of such 
Station. The United States, in its sole discretion, may waive the 
prohibition in this Paragraph IV(C) on a Station-by-Station basis. 
Alternatively, the United States and the Person signing the 
Acknowledgement of Applicability may agree to void the 
Acknowledgement of Applicability at any time. The first sentence of 
this paragraph shall not apply to the sale of any Station to a 
Person already bound to a final judgment entered by a court 
regarding the Communication of Competitively Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information with an actual 
or prospective Advertiser, except that, if the Advertiser is another 
Station, Defendant's Communicating, using, or encouraging or 
facilitating the Communication of, Competitively Sensitive 
Information is excluded from the terms of Section IV only insofar as 
is reasonably necessary to negotiate the sale of spot advertising on 
broadcast television stations. For the avoidance of doubt, Defendant 
is not prohibited from internally using Competitively Sensitive 
Information received from an Advertiser that is a Station under the 
preceding sentence, but Defendant is prohibited from Communicating 
that Competitively Sensitive Information to a Station in the same 
DMA that it does not own or operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or 
facilitating the Communication of, or attempting to enter into, 
entering into, maintaining, or enforcing any agreement to 
Communicate Competitively Sensitive Information with any Station 
when such Communication or use is (a) for the purpose of evaluating 
or effectuating a bona fide acquisition, disposition, or exchange of 
Stations or related assets, or (b) reasonably necessary for 
achieving the efficiencies of any other legitimate competitor 
collaboration. With respect to any such agreement:
    1. For all agreements under Part V(B)(a) with any other Station 
to Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment, Defendant shall maintain documents 
sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who 
are involved in the sharing of Competitively Sensitive Information; 
and

[[Page 62980]]

    iii. the termination date or event of the sharing of 
Competitively Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary 
and only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) 
for five years or the duration of the Final Judgment, whichever is 
shorter, following entry into any agreement to Communicate or 
receive Competitively Sensitive Information, and Defendant shall 
make such documents available to the United States upon request, if 
such request is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to 
the United States within thirty days of the entry, renewal, or 
extension of the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales 
Agreement, Local Marketing Agreement, or similar agreement pursuant 
to which the Defendant Communicates, uses, encourages or facilitates 
the Communication of, or attempts to enter into, enters into, 
maintains, or enforces any agreement to Communicate Competitively 
Sensitive Information related solely to the sale of spot advertising 
for which Defendant is responsible on a Station, shall be considered 
a ``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging 
in conduct in accordance with the doctrine established in Eastern 
Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 
U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 
(1965), and their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing 
any agreement to Communicate Competitively Sensitive Information for 
the purpose of aggregation if (a) Competitively Sensitive 
Information is sent to or received from, and the aggregation is 
managed by, a third party not owned or operated by any Station; (b) 
the information disseminated by the aggregator is limited to 
historical total broadcast television station revenue or other 
geographic or characteristic categorization (e.g., national, local, 
or political sales revenue); and (c) any information disseminated is 
sufficiently aggregated such that it would not allow a recipient to 
identify, deduce, or estimate the prices or pacing of any individual 
broadcast television station not owned or operated by that 
recipient; or (2) using information that meets the requirements of 
Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant 
shall appoint an Antitrust Compliance Officer who is an internal 
employee or Officer of the Defendant, and identify to the United 
States the Antitrust Compliance Officer's name, business address, 
telephone number, and email address. Within forty-five days of a 
vacancy in the Antitrust Compliance Officer position, Defendant 
shall appoint a replacement, and shall identify to the United States 
the Antitrust Compliance Officer's name, business address, telephone 
number, and email address. Defendant's initial or replacement 
appointment of an Antitrust Compliance Officer is subject to the 
approval of the United States, in its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this 
experience requirement is a hardship on or is not reasonably 
available to the Defendant, under which circumstances the Defendant 
may select an Antitrust Compliance Officer or shall retain outside 
counsel who has at least five years' experience in legal practice, 
including experience with regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through 
the employees or counsel working at the Antitrust Compliance 
Officer's responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish 
to all of Defendant's Management and Sales Staff and Sales 
Representative Firm Managers a copy of this Final Judgment, the 
Competitive Impact Statement filed by the United States with the 
Court, and a cover letter in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a 
manner to be devised by Defendant and approved by the United States, 
provide Defendant's Management and Sales Staff reasonable notice of 
the meaning and requirements of this Final Judgment;
    3. annually brief Defendant's Management and Sales Staff on the 
meaning and requirements of this Final Judgment and the U.S. 
antitrust laws;
    4. brief any person who succeeds a person in any position 
identified in Paragraph VI(C)(3), within sixty days of such 
succession;
    5. obtain from each person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that person's receipt of the Final 
Judgment, a certification that the person (i) has read and 
understands and agrees to abide by the terms of this Final Judgment; 
(ii) is not aware of any violation of the Final Judgment that has 
not been reported to Defendant; and (iii) understands that failure 
to comply with this Final Judgment may result in an enforcement 
action for civil or criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales 
Staff that they may disclose to the Antitrust Compliance Officer, 
without reprisal for such disclosure, information concerning any 
violation or potential violation of this Final Judgment or the U.S. 
antitrust laws by Defendant;
    7. within thirty days of the latest filing of the Complaint, 
Proposed Final Judgment, or Competitive Impact Statement in this 
action, Defendant shall provide notice, in each DMA in which 
Defendant owns or operates a Station, to (i) every full power 
Station in that DMA that sells broadcast television spot advertising 
that Defendant does not own or operate and (ii) any Sales 
Representative Firm selling advertising in that DMA on behalf of 
Defendant, of the Complaint, Proposed Final Judgment, and 
Competitive Impact Statement in a form and manner to be proposed by 
Defendant and approved by the United States in its sole discretion. 
Defendant shall provide the United States with its proposal, 
including the list of recipients, within ten days of the filing of 
the Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgement, whichever is shorter, a copy of all materials required to 
be issued under Paragraph VI(C), and furnish them to the United 
States within ten days if requested to do so, except documents 
protected under the attorney-client privilege or the attorney work-
product doctrine. For all materials required to be furnished under 
Paragraph VI(C) which Defendant claims are protected under the 
attorney-client privilege or the attorney work-product doctrine, 
Defendant shall furnish to the United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning 
of any violation or potential violation of any of the terms and 
conditions contained in this Final Judgment, (i) promptly take 
appropriate action to investigate, and in the event of a violation, 
terminate or modify the activity so as to comply with this Final 
Judgment, (ii) maintain all documents related to any violation or 
potential violation of this Final Judgment for a period of five 
years or the duration of this Final Judgement, whichever is shorter, 
and (iii) maintain, and furnish to the United States at the United 
States' request, a log of (a) all such documents and documents for 
which Defendant claims protection under the attorney-client 
privilege or the attorney work product doctrine, and (b) all 
potential and actual violations, even if no documentary evidence 
regarding the violations exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any 
of the terms and conditions contained in this

[[Page 62981]]

Final Judgment, file with the United States a statement describing 
any violation or potential violation of any of the terms and 
conditions contained in this Final Judgment, which shall include a 
description of any Communications constituting the violation or 
potential violation, including the date and place of the 
Communication, the Persons involved, and the subject matter of the 
Communication;
    3. establish a whistleblower protection policy, which provides 
that any employee may disclose, without reprisal for such 
disclosure, to the Antitrust Compliance Officer information 
concerning any violation or potential violation by the Defendant of 
this Final Judgment or U.S. antitrust laws;
    4. have its CEO, General Counsel or Chief Legal Officer certify 
in writing to the United States annually on the anniversary date of 
the entry of this Final Judgment that Defendant has complied with 
the provisions of this Final Judgment;
    5. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) 
copies of all materials distributed as part of the annual antitrust 
briefing required under Paragraphs VI(C)(3) and V(C)(4). For all 
materials requested to be produced under this Paragraph VI(D)(5) for 
which Defendant claims is protected under the attorney-client 
privilege or the attorney work-product doctrine, Defendant shall 
furnish to the United States a privilege log; and
    6. instruct each Sales Representative Firm Manager that the 
Sales Representative Firm shall not Communicate any of Defendant's 
Competitively Sensitive Information in a way that would violate 
Sections IV and V of this Final Judgment if the Sales Representative 
Firm were included in the definition of ``Defendant'' in Paragraph 
II(F), in a form and manner to be proposed by Defendant and approved 
by the United States in its sole discretion, maintained and produced 
to the United States upon request.
    E. For the avoidance of doubt, the term ``potential violation'' 
as used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing 
of the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the 
United States in any investigation or litigation examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate, or any Sales Representative Firm Communicated 
Competitively Sensitive Information with or among Defendant or any 
other Station or any Sales Representative Firm in violation of 
Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
Defendant shall use its best efforts to ensure that all current and 
former officers, directors, employees, and agents also fully and 
promptly cooperate with the United States. The full, truthful, and 
continuing cooperation of Defendant shall include, but not be 
limited to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or the attorney work product doctrine, to 
the United States regarding the Communicating of Competitively 
Sensitive Information or any agreement with any other Station it 
does not own or such other Station's Sales Representative Firm to 
Communicate Competitively Sensitive Information while an employee of 
the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of 
Defendant, that relate to the Communication of Competitively 
Sensitive Information or any agreement with any other Station or 
such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information, and a log of documents 
protected by the attorney-client privilege or the attorney work 
product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable 
notice by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to 
cooperate fully with the United States as described in this Section 
VII shall cease upon the conclusion of all of the United States' 
investigations and the United States' litigations examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate or such other Station's Sales Representative Firm 
Communicated Competitively Sensitive Information or with or among 
Defendant or any other Station or any Sales Representative Firm in 
violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. 
Sec.  1, including exhaustion of all appeals or expiration of time 
for all appeals of any Court ruling in each such matter, at which 
point the United States will provide written notice to Defendant 
that its obligations under this Section VII have expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph 
VII(B) does not apply to documents created after entry of this Final 
Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will 
not bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any agreement to Communicate Competitively Sensitive 
Information with any other Station it does not own or operate or 
such other Station's Sales Representative Firm when that agreement:
    1. was Communicated, entered into and terminated on or before 
the date of the filing of the Complaint in this action (or in the 
case of a Station that is acquired by Defendant after entry of this 
Final Judgment, was Communicated or entered into before the 
acquisition and terminated within 120 days after the closing of the 
acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) 
does not apply to any acts of perjury or subornation of perjury (18 
U.S.C. Sec. Sec.  1621-22), making a false statement or declaration 
(18 U.S.C. Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  
401-402), or obstruction of justice (18 U.S.C. Sec.  1503, et seq.) 
by the Defendant or its officers, directors, and employees. The 
United States' agreement set forth in Paragraph VII(C) does not 
release any claims against any Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with 
this Final Judgment or of any related orders, or of determining 
whether the Final Judgment should be modified, and subject to any 
legally recognized privilege, from time to time 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and 
copy, or at the option of the United States, to require Defendant to 
provide electronic or hard copies of all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control 
of Defendant, relating to any matters that are the subject of this 
Final Judgment, not protected by the attorney-client privilege or 
the attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to 
written interrogatories, of information not protected by the 
attorney-client privilege or attorney work product doctrine, under 
oath if requested, relating to any matters that are the subject of 
this Final Judgment as may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII shall be divulged by the United States to any 
Person other than an authorized representative of the executive 
branch of the United States, 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 for law enforcement purposes, or as 
otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies 
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

[[Page 62982]]

Federal Rules of Civil Procedure, and Defendant marks 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 Defendant ten calendar days' notice prior 
to divulging such material in any legal proceeding (other than a 
grand jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce 
the provisions of this Final Judgment, including its right to seek 
an order of contempt from this Court. Defendant agrees that in any 
civil contempt action, any motion to show cause, or any similar 
civil action brought by the United States regarding an alleged 
violation of this Final Judgment, the United States may establish a 
violation of the decree and the appropriateness of any remedy 
therefor by a preponderance of the evidence, and Defendant waives 
any argument that a different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect 
to the procompetitive purposes of the antitrust laws and to restore 
all competition the United States alleged was harmed by the 
challenged conduct. Defendant agrees that it may be held in contempt 
of, and that the Court may enforce, any provision of this Final 
Judgment that, as interpreted by the Court in light of these 
procompetitive principles and applying ordinary tools of 
interpretation, is stated specifically and in reasonable detail, 
whether or not it is clear and unambiguous on its face. In any such 
interpretation, the terms of this Final Judgment should not be 
construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may 
apply to the Court for a one-time extension of this Final Judgment, 
together with such other relief as may be appropriate. In connection 
with any successful effort by the United States to enforce this 
Final Judgment against Defendant, whether litigated or resolved 
prior to litigation, Defendant agrees to reimburse the United States 
for the fees and expenses of its attorneys, as well as any other 
costs including experts' fees, incurred in connection with that 
enforcement effort, including in the investigation of the potential 
violation.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after 
five years from the date of its entry, this Final Judgment may be 
terminated upon notice by the United States to the Court and 
Defendant that the continuation of the Final Judgment no longer is 
necessary or in the public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice, Antitrust Division, 450 Fifth Street NW, 
Suite 4000, Washington, D.C. 20530.

XIII. 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. Sec.  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 upon the record before 
the Court, which includes the Competitive Impact Statement and any 
comments and response to comments filed with the Court, entry of 
this Final Judgment is in the public interest.

    IT IS SO ORDERED by the Court, this __ day of __, 201__.

    Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16

-----------------------------------------------------------------------

United States District Judge

Exhibit 1

[Company Letterhead]

[Name and Address of Antitrust Compliance Officer]

Re: Prohibitions Against Sharing of Competitively Sensitive 
Information

Dear [XX]:

    I provide you this notice regarding a judgment recently entered 
by a federal judge in Washington, D.C. prohibiting the sharing of 
certain information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the 
obligations it imposes on us. [CEO Name] has asked me to let each of 
you know that [s/he] expects you to take these obligations seriously 
and abide by them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through our national sales representative 
firm), competitively sensitive information with or from any 
employee, agent, or representative of another broadcast television 
station in the same DMA it does not own or operate. Competitively 
sensitive information means any non-public information regarding the 
sale of spot advertising on broadcast television stations, including 
information relating to any pricing or pricing strategies, pacing, 
holding capacity, revenues, or market shares. There are limited 
exceptions to this restriction, which are listed in the judgment. 
The company will provide briefing on the legitimate or illegitimate 
exchange of information. You must consult with me if you have any 
questions on whether a particular circumstance is subject to an 
exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about 
the judgment or how it affects your sale of spot advertising, please 
contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of 
your receipt of this letter. Thank you for your cooperation.

Sincerely,
[Defendant's Antitrust Compliance Officer]

Employee Certification

I, __ [name], __ [position] at [station or location] do hereby 
certify that I (i) have read and understand, and agree to abide by, 
the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment 
may result in an enforcement action for civil or criminal contempt 
of court.
-----------------------------------------------------------------------

Name:
Date:

Exhibit 2

United States District Court for the District of Columbia

    United States of America; Plaintiff, v.Sinclair Broadcast Group, 
Inc., et al. Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including 
its successors and assigns, and its subsidiaries, divisions, and 
broadcast television stations, and their directors, officers, and 
employees (``Acquirer''), following consummation of the Acquirer's 
acquisition of [insert names of station or stations acquired] (each, 
an ``Acquired Station''), is bound by the Final Judgment entered by 
this Court on [date] (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    7. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    8. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's 
officers and directors only with respect to any responsibilities or 
actions regarding any Acquired Stations, and (iii) employees with 
management or supervisory responsibilities for Acquirer's business 
or operations related to the sale of spot advertising on any 
Acquired Station, only with respect to those responsibilities.

[[Page 62983]]

    9. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    10. The release contained in Sections VII(C) and (D) applies to 
the Acquirer, but only to civil actions or criminal charges arising 
from actions taken by any Acquired Station.
    11. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all.
    12. Section VI(A) applies to the Acquirer, but is modified to 
make the initial period for appointing an Antitrust Compliance 
Officer in the first sentence 120 days from consummation of the 
Acquirer's acquisition of the Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,

/s/--------------------------------------------------------------------

[Counsel for Acquirer]

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al. Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its 
Complaint on November __, 2018, alleging that Defendant Griffin 
Communications, LLC, among others, violated Section 1 of the Sherman 
Act, 15 U.S.C. Sec.  1, the United States and Defendant, by their 
respective attorneys, have consented to the entry of this Final 
Judgment without trial or adjudication of any issue of fact or law;
    AND WHEREAS, this Final Judgment does not constitute any 
evidence against or admission by any party regarding any issue of 
fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound 
by the provisions of this Final Judgment pending its approval by 
this Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions 
and to refrain from engaging in certain forms of information sharing 
with its competitors;
    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 ORDERED, ADJUDGED, AND DECREED:

I. JURISDICTION

    This Court has jurisdiction over the subject matter and each of 
the parties to this action. The allegations in the Complaint arise 
under Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
See 28 U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, 
between two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless 
of the means by which it is accomplished, including orally or by 
written means of any kind, such as electronic communications, e-
mails, facsimiles, telephone communications, voicemails, text 
messages, audio recordings, meetings, interviews, correspondence, 
exchange of written or recorded information, or face-to-face 
meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant 
or any broadcast television station regarding the sale of spot 
advertising on broadcast television stations: Non-Public Information 
relating to pricing or pricing strategies, pacing, holding capacity, 
revenues, or market shares. Reports containing only aggregated 
market-level or national data are not Competitively Sensitive 
Information, but reports (including by paid subscription) that are 
customized or confidential to a particular Station or broadcast 
television station group are Competitively Sensitive Information.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement 
through which a Person exercises control over any broadcast 
television station not owned by the Person.
    F. ``Defendant'' means Griffin Communications, LLC, an Oklahoma 
limited liability company with its headquarters in Oklahoma City, 
Oklahoma, its successors and assigns, and its subsidiaries, 
divisions, and Stations, and their directors, officers, and 
employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. 
Nielsen Company and used by the Investing in Television BIA Market 
Report 2018.
    H. ``Management'' means all directors and officers of Defendant, 
or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to 
the sale of spot advertising on any Station.
    I. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity 
is Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For 
the avoidance of doubt, the fact that information is available by 
paid subscription does not on its own render the information public.
    J. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, 
agency, board, authority, commission, office, or other business or 
legal entity, whether private or governmental.
    K. ``Sales Representative Firm'' means any organization, 
including without limitation Katz Media Group, Inc. and Cox Reps, 
Inc., and their respective subsidiaries and divisions, that 
represents a Station or its owner in the sale of spot advertising.
    L. ``Sales Representative Firm Manager'' means, for each of 
Defendant's Sales Representative Firms, the employee of the Sales 
Representative Firm with primary responsibility for the relationship 
with Defendant.
    M. ``Sales Staff'' means Defendant's employees with 
responsibility for the sale of spot advertising on any Station.
    N. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in 
active concert or participation with Defendant who receive actual 
notice of this Final Judgment by personal service or otherwise, and 
any Person that signs an Acknowledgment of Applicability, attached 
as Exhibit 2, to the extent set forth therein, as a condition of the 
purchase of a Station owned by Defendant as of October 1, 2018. This 
Final Judgment applies to Defendant's actions performed under any 
Cooperative Agreement, even if those actions are taken on behalf of 
a third party. This Final Judgment is fully enforceable, including 
by penalty of contempt, against all of the foregoing.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly:
    1. Communicate Competitively Sensitive Information to any 
Station in the same DMA it does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or
    4. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with 
any Station in the same DMA it does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales 
Representative Firm or a third-party agent at Defendant's 
instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant 
as of October 1,

[[Page 62984]]

2018 to any Person unless that Person has first executed the 
Acknowledgment of Applicability, attached as Exhibit 2. Defendant 
shall submit any Acknowledgement of Applicability to the United 
States within 15 days of consummating the sale of such Station. The 
United States, in its sole discretion, may waive the prohibition in 
this Paragraph IV(C) on a Station-by-Station basis. Alternatively, 
the United States and the Person signing the Acknowledgement of 
Applicability may agree to void the Acknowledgement of Applicability 
at any time. The first sentence of this paragraph shall not apply to 
the sale of any Station to a Person already bound to a final 
judgment entered by a court regarding the Communication of 
Competitively Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information with an actual 
or prospective Advertiser, except that, if the Advertiser is another 
Station, Defendant's Communicating, using, or encouraging or 
facilitating the Communication of, Competitively Sensitive 
Information is excluded from the terms of Section IV only insofar as 
is reasonably necessary to negotiate the sale of spot advertising on 
broadcast television stations. For the avoidance of doubt, Defendant 
is not prohibited from internally using Competitively Sensitive 
Information received from an Advertiser that is a Station under the 
preceding sentence, but Defendant is prohibited from Communicating 
that Competitively Sensitive Information to a Station in the same 
DMA that it does not own or operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or 
facilitating the Communication of, or attempting to enter into, 
entering into, maintaining, or enforcing any agreement to 
Communicate Competitively Sensitive Information with any Station 
when such Communication or use is (a) for the purpose of evaluating 
or effectuating a bona fide acquisition, disposition, or exchange of 
Stations or related assets, or (b) reasonably necessary for 
achieving the efficiencies of any other legitimate competitor 
collaboration. With respect to any such agreement:
    1. For all agreements under Part V(B)(a) with any other Station 
to Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment, Defendant shall maintain documents 
sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who 
are involved in the sharing of Competitively Sensitive Information; 
and
    iii. the termination date or event of the sharing of 
Competitively Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary 
and only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) 
for five years or the duration of the Final Judgment, whichever is 
shorter, following entry into any agreement to Communicate or 
receive Competitively Sensitive Information, and Defendant shall 
make such documents available to the United States upon request, if 
such request is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to 
the United States within thirty days of the entry, renewal, or 
extension of the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales 
Agreement, Local Marketing Agreement, or similar agreement pursuant 
to which the Defendant Communicates, uses, encourages or facilitates 
the Communication of, or attempts to enter into, enters into, 
maintains, or enforces any agreement to Communicate Competitively 
Sensitive Information related solely to the sale of spot advertising 
for which Defendant is responsible on a Station, shall be considered 
a ``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging 
in conduct in accordance with the doctrine established in Eastern 
Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 
U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 
(1965), and their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing 
any agreement to Communicate Competitively Sensitive Information for 
the purpose of aggregation if (a) Competitively Sensitive 
Information is sent to or received from, and the aggregation is 
managed by, a third party not owned or operated by any Station; (b) 
the information disseminated by the aggregator is limited to 
historical total broadcast television station revenue or other 
geographic or characteristic categorization (e.g., national, local, 
or political sales revenue); and (c) any information disseminated is 
sufficiently aggregated such that it would not allow a recipient to 
identify, deduce, or estimate the prices or pacing of any individual 
broadcast television station not owned or operated by that 
recipient; or (2) using information that meets the requirements of 
Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant 
shall appoint an Antitrust Compliance Officer who is an internal 
employee or Officer of the Defendant, and identify to the United 
States the Antitrust Compliance Officer's name, business address, 
telephone number, and email address. Within forty-five days of a 
vacancy in the Antitrust Compliance Officer position, Defendant 
shall appoint a replacement, and shall identify to the United States 
the Antitrust Compliance Officer's name, business address, telephone 
number, and email address. Defendant's initial or replacement 
appointment of an Antitrust Compliance Officer is subject to the 
approval of the United States, in its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this 
experience requirement is a hardship on or is not reasonably 
available to the Defendant, under which circumstances the Defendant 
may select an Antitrust Compliance Officer or shall retain outside 
counsel who has at least five years' experience in legal practice, 
including experience with regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through 
the employees or counsel working at the Antitrust Compliance 
Officer's responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish 
to all of Defendant's Management and Sales Staff and Sales 
Representative Firm Managers a copy of this Final Judgment, the 
Competitive Impact Statement filed by the United States with the 
Court, and a cover letter in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a 
manner to be devised by Defendant and approved by the United States, 
provide Defendant's Management and Sales Staff reasonable notice of 
the meaning and requirements of this Final Judgment;
    3. annually brief Defendant's Management and Sales Staff on the 
meaning and requirements of this Final Judgment and the U.S. 
antitrust laws;
    4. brief any person who succeeds a person in any position 
identified in Paragraph VI(C)(3), within sixty days of such 
succession;
    5. obtain from each person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty

[[Page 62985]]

days of that person's receipt of the Final Judgment, a certification 
that the person (i) has read and understands and agrees to abide by 
the terms of this Final Judgment; (ii) is not aware of any violation 
of the Final Judgment that has not been reported to Defendant; and 
(iii) understands that failure to comply with this Final Judgment 
may result in an enforcement action for civil or criminal contempt 
of court;
    6. annually communicate to Defendant's Management and Sales 
Staff that they may disclose to the Antitrust Compliance Officer, 
without reprisal for such disclosure, information concerning any 
violation or potential violation of this Final Judgment or the U.S. 
antitrust laws by Defendant;
    7. within thirty days of the latest filing of the Complaint, 
Proposed Final Judgment, or Competitive Impact Statement in this 
action, Defendant shall provide notice, in each DMA in which 
Defendant owns or operates a Station, to (i) every full power 
Station in that DMA that sells broadcast television spot advertising 
that Defendant does not own or operate and (ii) any Sales 
Representative Firm selling advertising in that DMA on behalf of 
Defendant, of the Complaint, Proposed Final Judgment, and 
Competitive Impact Statement in a form and manner to be proposed by 
Defendant and approved by the United States in its sole discretion. 
Defendant shall provide the United States with its proposal, 
including the list of recipients, within ten days of the filing of 
the Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgement, whichever is shorter, a copy of all materials required to 
be issued under Paragraph VI(C), and furnish them to the United 
States within ten days if requested to do so, except documents 
protected under the attorney-client privilege or the attorney work-
product doctrine. For all materials required to be furnished under 
Paragraph VI(C) which Defendant claims are protected under the 
attorney-client privilege or the attorney work-product doctrine, 
Defendant shall furnish to the United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning 
of any violation or potential violation of any of the terms and 
conditions contained in this Final Judgment, (i) promptly take 
appropriate action to investigate, and in the event of a violation, 
terminate or modify the activity so as to comply with this Final 
Judgment, (ii) maintain all documents related to any violation or 
potential violation of this Final Judgment for a period of five 
years or the duration of this Final Judgement, whichever is shorter, 
and (iii) maintain, and furnish to the United States at the United 
States' request, a log of (a) all such documents and documents for 
which Defendant claims protection under the attorney-client 
privilege or the attorney work product doctrine, and (b) all 
potential and actual violations, even if no documentary evidence 
regarding the violations exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any 
of the terms and conditions contained in this Final Judgment, file 
with the United States a statement describing any violation or 
potential violation of any of the terms and conditions contained in 
this Final Judgment, which shall include a description of any 
Communications constituting the violation or potential violation, 
including the date and place of the Communication, the Persons 
involved, and the subject matter of the Communication;
    3. establish a whistleblower protection policy, which provides 
that any employee may disclose, without reprisal for such 
disclosure, to the Antitrust Compliance Officer information 
concerning any violation or potential violation by the Defendant of 
this Final Judgment or U.S. antitrust laws;
    4. have its CEO, General Counsel or Chief Legal Officer certify 
in writing to the United States annually on the anniversary date of 
the entry of this Final Judgment that Defendant has complied with 
the provisions of this Final Judgment;
    5. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) 
copies of all materials distributed as part of the annual antitrust 
briefing required under Paragraphs VI(C)(3) and V(C)(4). For all 
materials requested to be produced under this Paragraph VI(D)(5) for 
which Defendant claims is protected under the attorney-client 
privilege or the attorney work-product doctrine, Defendant shall 
furnish to the United States a privilege log; and
    6. instruct each Sales Representative Firm Manager that the 
Sales Representative Firm shall not Communicate any of Defendant's 
Competitively Sensitive Information in a way that would violate 
Sections IV and V of this Final Judgment if the Sales Representative 
Firm were included in the definition of ``Defendant'' in Paragraph 
II(F), in a form and manner to be proposed by Defendant and approved 
by the United States in its sole discretion, maintained and produced 
to the United States upon request.
    E. For the avoidance of doubt, the term ``potential violation'' 
as used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing 
of the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the 
United States in any investigation or litigation examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate, or any Sales Representative Firm Communicated 
Competitively Sensitive Information with or among Defendant or any 
other Station or any Sales Representative Firm in violation of 
Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
Defendant shall use its best efforts to ensure that all current and 
former officers, directors, employees, and agents also fully and 
promptly cooperate with the United States. The full, truthful, and 
continuing cooperation of Defendant shall include, but not be 
limited to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or the attorney work product doctrine, to 
the United States regarding the Communicating of Competitively 
Sensitive Information or any agreement with any other Station it 
does not own or such other Station's Sales Representative Firm to 
Communicate Competitively Sensitive Information while an employee of 
the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of 
Defendant, that relate to the Communication of Competitively 
Sensitive Information or any agreement with any other Station or 
such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information, and a log of documents 
protected by the attorney-client privilege or the attorney work 
product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable 
notice by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to 
cooperate fully with the United States as described in this Section 
VII shall cease upon the conclusion of all of the United States' 
investigations and the United States' litigations examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate or such other Station's Sales Representative Firm 
Communicated Competitively Sensitive Information or with or among 
Defendant or any other Station or any Sales Representative Firm in 
violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. 
Sec.  1, including exhaustion of all appeals or expiration of time 
for all appeals of any Court ruling in each such matter, at which 
point the United States will provide written notice to Defendant 
that its obligations under this Section VII have expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph 
VII(B) does not apply to documents created after entry of this Final 
Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will 
not bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any agreement to Communicate Competitively Sensitive 
Information with any other Station it does not own or operate or 
such other Station's Sales Representative Firm when that agreement:
    1. was Communicated, entered into and terminated on or before 
the date of the filing of the Complaint in this action (or in the 
case

[[Page 62986]]

of a Station that is acquired by Defendant after entry of this Final 
Judgment, was Communicated or entered into before the acquisition 
and terminated within 120 days after the closing of the 
acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) 
does not apply to any acts of perjury or subornation of perjury (18 
U.S.C. Sec. Sec.  1621-22), making a false statement or declaration 
(18 U.S.C. Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  
401-402), or obstruction of justice (18 U.S.C. Sec.  1503, et seq.) 
by the Defendant or its officers, directors, and employees. The 
United States' agreement set forth in Paragraph VII(C) does not 
release any claims against any Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with 
this Final Judgment or of any related orders, or of determining 
whether the Final Judgment should be modified, and subject to any 
legally recognized privilege, from time to time 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and 
copy, or at the option of the United States, to require Defendant to 
provide electronic or hard copies of all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control 
of Defendant, relating to any matters that are the subject of this 
Final Judgment, not protected by the attorney-client privilege or 
the attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to 
written interrogatories, of information not protected by the 
attorney-client privilege or attorney work product doctrine, under 
oath if requested, relating to any matters that are the subject of 
this Final Judgment as may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII shall be divulged by the United States to any 
Person other than an authorized representative of the executive 
branch of the United States, 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 for law enforcement purposes, or as 
otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies 
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 Defendant marks 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 Defendant ten calendar days' 
notice prior to divulging such material in any legal proceeding 
(other than a grand jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce 
the provisions of this Final Judgment, including its right to seek 
an order of contempt from this Court. Defendant agrees that in any 
civil contempt action, any motion to show cause, or any similar 
civil action brought by the United States regarding an alleged 
violation of this Final Judgment, the United States may establish a 
violation of the decree and the appropriateness of any remedy 
therefor by a preponderance of the evidence, and Defendant waives 
any argument that a different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect 
to the procompetitive purposes of the antitrust laws and to restore 
all competition the United States alleged was harmed by the 
challenged conduct. Defendant agrees that it may be held in contempt 
of, and that the Court may enforce, any provision of this Final 
Judgment that, as interpreted by the Court in light of these 
procompetitive principles and applying ordinary tools of 
interpretation, is stated specifically and in reasonable detail, 
whether or not it is clear and unambiguous on its face. In any such 
interpretation, the terms of this Final Judgment should not be 
construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may 
apply to the Court for a one-time extension of this Final Judgment, 
together with such other relief as may be appropriate. In connection 
with any successful effort by the United States to enforce this 
Final Judgment against Defendant, whether litigated or resolved 
prior to litigation, Defendant agrees to reimburse the United States 
for the fees and expenses of its attorneys, as well as any other 
costs including experts' fees, incurred in connection with that 
enforcement effort, including in the investigation of the potential 
violation.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after 
five years from the date of its entry, this Final Judgment may be 
terminated upon notice by the United States to the Court and 
Defendant that the continuation of the Final Judgment no longer is 
necessary or in the public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice, Antitrust Division, 450 Fifth Street NW, 
Suite 4000, Washington, D.C. 20530.

XIII. 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. Sec.  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 upon the record before 
the Court, which includes the Competitive Impact Statement and any 
comments and response to comments filed with the Court, entry of 
this Final Judgment is in the public interest.

    IT IS SO ORDERED by the Court, this __ day of __, 201__.

    Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16
-----------------------------------------------------------------------

United States District Judge

Exhibit 1

[Company Letterhead]

[Name and Address of Antitrust Compliance Officer]

Re: Prohibitions Against Sharing of Competitively Sensitive 
Information

Dear [XX]:

    I provide you this notice regarding a judgment recently entered 
by a federal judge in Washington, D.C. prohibiting the sharing of 
certain information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the 
obligations it imposes on us. [CEO Name] has asked me to let each of 
you know that [s/he] expects you to take these obligations seriously 
and abide by them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through our national sales representative 
firm), competitively sensitive information with or from any 
employee, agent, or representative of another broadcast television 
station in the same DMA it does not own or operate. Competitively 
sensitive information means any non-public information regarding the 
sale of spot advertising on broadcast television stations, including 
information relating to any pricing or pricing strategies, pacing, 
holding capacity, revenues, or market shares. There are limited 
exceptions to this restriction, which are listed in the judgment. 
The company will provide briefing on the legitimate or illegitimate 
exchange of information. You must consult with me if

[[Page 62987]]

you have any questions on whether a particular circumstance is 
subject to an exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about 
the judgment or how it affects your sale of spot advertising, please 
contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of 
your receipt of this letter. Thank you for your cooperation.

Sincerely,

[Defendant's Antitrust Compliance Officer]

Employee Certification

I, __ [name], __ [position] at __ [station or location] do hereby 
certify that I (i) have read and understand, and agree to abide by, 
the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment 
may result in an enforcement action for civil or criminal contempt 
of court.

-----------------------------------------------------------------------

Name:
Date:

Exhibit 2

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al. Defendants.
Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including 
its successors and assigns, and its subsidiaries, divisions, and 
broadcast television stations, and their directors, officers, and 
employees (``Acquirer''), following consummation of the Acquirer's 
acquisition of [insert names of station or stations acquired] (each, 
an ``Acquired Station''), is bound by the Final Judgment entered by 
this Court on [date] (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    13. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    14. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's 
officers and directors only with respect to any responsibilities or 
actions regarding any Acquired Stations, and (iii) employees with 
management or supervisory responsibilities for Acquirer's business 
or operations related to the sale of spot advertising on any 
Acquired Station, only with respect to those responsibilities.
    15. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    16. The release contained in Sections VII(C) and (D) applies to 
the Acquirer, but only to civil actions or criminal charges arising 
from actions taken by any Acquired Station.
    17. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all.
    18. Section VI(A) applies to the Acquirer, but is modified to 
make the initial period for appointing an Antitrust Compliance 
Officer in the first sentence 120 days from consummation of the 
Acquirer's acquisition of the Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,

/s/--------------------------------------------------------------------

[Counsel for Acquirer]

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al. Defendants.
Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its 
Complaint on November __, 2018, alleging that Defendant Dreamcatcher 
Broadcasting, LLC, among others, violated Section 1 of the Sherman 
Act, 15 U.S.C. Sec.  1, the United States and Defendant, by their 
respective attorneys, have consented to the entry of this Final 
Judgment without trial or adjudication of any issue of fact or law;
    AND WHEREAS, this Final Judgment does not constitute any 
evidence against or admission by any party regarding any issue of 
fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound 
by the provisions of this Final Judgment pending its approval by 
this Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions 
and to refrain from engaging in certain forms of information sharing 
with its competitors;
    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 ORDERED, ADJUDGED, AND DECREED:

I. JURISDICTION

    This Court has jurisdiction over the subject matter and each of 
the parties to this action. The allegations in the Complaint arise 
under Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
See 28 U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, 
between two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless 
of the means by which it is accomplished, including orally or by 
written means of any kind, such as electronic communications, e-
mails, facsimiles, telephone communications, voicemails, text 
messages, audio recordings, meetings, interviews, correspondence, 
exchange of written or recorded information, or face-to-face 
meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant 
or any broadcast television station regarding the sale of spot 
advertising on broadcast television stations: Non-Public Information 
relating to pricing or pricing strategies, pacing, holding capacity, 
revenues, or market shares. Reports containing only aggregated 
market-level or national data are not Competitively Sensitive 
Information, but reports (including by paid subscription) that are 
customized or confidential to a particular Station or broadcast 
television station group are Competitively Sensitive Information.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement 
through which a Person exercises control over any broadcast 
television station not owned by the Person.
    F. ``Defendant'' means Dreamcatcher Broadcasting, LLC, a 
Delaware corporation with its headquarters in Santa Monica, 
California, its successors and assigns, and its subsidiaries, 
divisions, and Stations, and their directors, officers, and 
employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. 
Nielsen Company and used by the Investing in Television BIA Market 
Report 2018.
    H. ``Management'' means all directors and officers of Defendant, 
or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to 
the sale of spot advertising on any Station.
    I. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity 
is Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For 
the avoidance of doubt, the fact that information is available by 
paid subscription does not on its own render the information public.

[[Page 62988]]

    J. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, 
agency, board, authority, commission, office, or other business or 
legal entity, whether private or governmental.
    K. ``Sales Representative Firm'' means any organization, 
including without limitation Katz Media Group, Inc. and Cox Reps, 
Inc., and their respective subsidiaries and divisions, that 
represents a Station or its owner in the sale of spot advertising.
    L. ``Sales Representative Firm Manager'' means, for each of 
Defendant's Sales Representative Firms, the employee of the Sales 
Representative Firm with primary responsibility for the relationship 
with Defendant.
    M. ``Sales Staff'' means Defendant's employees with 
responsibility for the sale of spot advertising on any Station.
    N. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in 
active concert or participation with Defendant who receive actual 
notice of this Final Judgment by personal service or otherwise, and 
any Person that signs an Acknowledgment of Applicability, attached 
as Exhibit 2, to the extent set forth therein, as a condition of the 
purchase of a Station owned by Defendant as of October 1, 2018. This 
Final Judgment applies to Defendant's actions performed under any 
Cooperative Agreement, even if those actions are taken on behalf of 
a third party. This Final Judgment is fully enforceable, including 
by penalty of contempt, against all of the foregoing.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly:
    1. Communicate Competitively Sensitive Information to any 
Station in the same DMA it does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or
    4. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with 
any Station in the same DMA it does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales 
Representative Firm or a third-party agent at Defendant's 
instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant 
as of October 1, 2018 to any Person unless that Person has first 
executed the Acknowledgment of Applicability, attached as Exhibit 2. 
Defendant shall submit any Acknowledgement of Applicability to the 
United States within 15 days of consummating the sale of such 
Station. The United States, in its sole discretion, may waive the 
prohibition in this Paragraph IV(C) on a Station-by-Station basis. 
Alternatively, the United States and the Person signing the 
Acknowledgement of Applicability may agree to void the 
Acknowledgement of Applicability at any time. The first sentence of 
this paragraph shall not apply to the sale of any Station to a 
Person already bound to a final judgment entered by a court 
regarding the Communication of Competitively Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information with an actual 
or prospective Advertiser, except that, if the Advertiser is another 
Station, Defendant's Communicating, using, or encouraging or 
facilitating the Communication of, Competitively Sensitive 
Information is excluded from the terms of Section IV only insofar as 
is reasonably necessary to negotiate the sale of spot advertising on 
broadcast television stations. For the avoidance of doubt, Defendant 
is not prohibited from internally using Competitively Sensitive 
Information received from an Advertiser that is a Station under the 
preceding sentence, but Defendant is prohibited from Communicating 
that Competitively Sensitive Information to a Station in the same 
DMA that it does not own or operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or 
facilitating the Communication of, or attempting to enter into, 
entering into, maintaining, or enforcing any agreement to 
Communicate Competitively Sensitive Information with any Station 
when such Communication or use is (a) for the purpose of evaluating 
or effectuating a bona fide acquisition, disposition, or exchange of 
Stations or related assets, or (b) reasonably necessary for 
achieving the efficiencies of any other legitimate competitor 
collaboration. With respect to any such agreement:
    1. For all agreements under Part V(B)(a) with any other Station 
to Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment, Defendant shall maintain documents 
sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who 
are involved in the sharing of Competitively Sensitive Information; 
and
    iii. the termination date or event of the sharing of 
Competitively Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant 
enters into, renews, or affirmatively extends after the date of 
entry of this Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary 
and only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) 
for five years or the duration of the Final Judgment, whichever is 
shorter, following entry into any agreement to Communicate or 
receive Competitively Sensitive Information, and Defendant shall 
make such documents available to the United States upon request, if 
such request is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to 
the United States within thirty days of the entry, renewal, or 
extension of the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales 
Agreement, Local Marketing Agreement, or similar agreement pursuant 
to which the Defendant Communicates, uses, encourages or facilitates 
the Communication of, or attempts to enter into, enters into, 
maintains, or enforces any agreement to Communicate Competitively 
Sensitive Information related solely to the sale of spot advertising 
for which Defendant is responsible on a Station, shall be considered 
a ``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging 
in conduct in accordance with the doctrine established in Eastern 
Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 
U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657 
(1965), and their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing 
any agreement to Communicate Competitively Sensitive Information for 
the purpose of aggregation if (a) Competitively Sensitive 
Information is sent to or received from, and the aggregation is 
managed by, a third party not owned or operated by any Station; (b) 
the information disseminated by the aggregator is limited to 
historical total broadcast television station revenue or other 
geographic or characteristic categorization (e.g., national, local, 
or political sales

[[Page 62989]]

revenue); and (c) any information disseminated is sufficiently 
aggregated such that it would not allow a recipient to identify, 
deduce, or estimate the prices or pacing of any individual broadcast 
television station not owned or operated by that recipient; or (2) 
using information that meets the requirements of Parts V(D)(1)(a)-
(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant 
shall appoint an Antitrust Compliance Officer who is an internal 
employee or Officer of the Defendant, and identify to the United 
States the Antitrust Compliance Officer's name, business address, 
telephone number, and email address. Within forty-five days of a 
vacancy in the Antitrust Compliance Officer position, Defendant 
shall appoint a replacement, and shall identify to the United States 
the Antitrust Compliance Officer's name, business address, telephone 
number, and email address. Defendant's initial or replacement 
appointment of an Antitrust Compliance Officer is subject to the 
approval of the United States, in its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this 
experience requirement is a hardship on or is not reasonably 
available to the Defendant, under which circumstances the Defendant 
may select an Antitrust Compliance Officer or shall retain outside 
counsel who has at least five years' experience in legal practice, 
including experience with regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through 
the employees or counsel working at the Antitrust Compliance 
Officer's responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish 
to all of Defendant's Management and Sales Staff and Sales 
Representative Firm Managers a copy of this Final Judgment, the 
Competitive Impact Statement filed by the United States with the 
Court, and a cover letter in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a 
manner to be devised by Defendant and approved by the United States, 
provide Defendant's Management and Sales Staff reasonable notice of 
the meaning and requirements of this Final Judgment;
    3. annually brief Defendant's Management and Sales Staff on the 
meaning and requirements of this Final Judgment and the U.S. 
antitrust laws;
    4. brief any person who succeeds a person in any position 
identified in Paragraph VI(C)(3), within sixty days of such 
succession;
    5. obtain from each person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that person's receipt of the Final 
Judgment, a certification that the person (i) has read and 
understands and agrees to abide by the terms of this Final Judgment; 
(ii) is not aware of any violation of the Final Judgment that has 
not been reported to Defendant; and (iii) understands that failure 
to comply with this Final Judgment may result in an enforcement 
action for civil or criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales 
Staff that they may disclose to the Antitrust Compliance Officer, 
without reprisal for such disclosure, information concerning any 
violation or potential violation of this Final Judgment or the U.S. 
antitrust laws by Defendant;
    7. within thirty days of the latest filing of the Complaint, 
Proposed Final Judgment, or Competitive Impact Statement in this 
action, Defendant shall provide notice, in each DMA in which 
Defendant owns or operates a Station, to (i) every full power 
Station in that DMA that sells broadcast television spot advertising 
that Defendant does not own or operate and (ii) any Sales 
Representative Firm selling advertising in that DMA on behalf of 
Defendant, of the Complaint, Proposed Final Judgment, and 
Competitive Impact Statement in a form and manner to be proposed by 
Defendant and approved by the United States in its sole discretion. 
Defendant shall provide the United States with its proposal, 
including the list of recipients, within ten days of the filing of 
the Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgement, whichever is shorter, a copy of all materials required to 
be issued under Paragraph VI(C), and furnish them to the United 
States within ten days if requested to do so, except documents 
protected under the attorney-client privilege or the attorney work-
product doctrine. For all materials required to be furnished under 
Paragraph VI(C) which Defendant claims are protected under the 
attorney-client privilege or the attorney work-product doctrine, 
Defendant shall furnish to the United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning 
of any violation or potential violation of any of the terms and 
conditions contained in this Final Judgment, (i) promptly take 
appropriate action to investigate, and in the event of a violation, 
terminate or modify the activity so as to comply with this Final 
Judgment, (ii) maintain all documents related to any violation or 
potential violation of this Final Judgment for a period of five 
years or the duration of this Final Judgement, whichever is shorter, 
and (iii) maintain, and furnish to the United States at the United 
States' request, a log of (a) all such documents and documents for 
which Defendant claims protection under the attorney-client 
privilege or the attorney work product doctrine, and (b) all 
potential and actual violations, even if no documentary evidence 
regarding the violations exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any 
of the terms and conditions contained in this Final Judgment, file 
with the United States a statement describing any violation or 
potential violation of any of the terms and conditions contained in 
this Final Judgment, which shall include a description of any 
Communications constituting the violation or potential violation, 
including the date and place of the Communication, the Persons 
involved, and the subject matter of the Communication;
    3. establish a whistleblower protection policy, which provides 
that any employee may disclose, without reprisal for such 
disclosure, to the Antitrust Compliance Officer information 
concerning any violation or potential violation by the Defendant of 
this Final Judgment or U.S. antitrust laws;
    4. have its CEO, General Counsel or Chief Legal Officer certify 
in writing to the United States annually on the anniversary date of 
the entry of this Final Judgment that Defendant has complied with 
the provisions of this Final Judgment;
    5. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) 
copies of all materials distributed as part of the annual antitrust 
briefing required under Paragraphs VI(C)(3) and V(C)(4). For all 
materials requested to be produced under this Paragraph VI(D)(5) for 
which Defendant claims is protected under the attorney-client 
privilege or the attorney work-product doctrine, Defendant shall 
furnish to the United States a privilege log; and
    6. instruct each Sales Representative Firm Manager that the 
Sales Representative Firm shall not Communicate any of Defendant's 
Competitively Sensitive Information in a way that would violate 
Sections IV and V of this Final Judgment if the Sales Representative 
Firm were included in the definition of ``Defendant'' in Paragraph 
II(F), in a form and manner to be proposed by Defendant and approved 
by the United States in its sole discretion, maintained and produced 
to the United States upon request.
    E. For the avoidance of doubt, the term ``potential violation'' 
as used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing 
of the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the 
United States in any investigation or litigation examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate, or any Sales Representative Firm Communicated 
Competitively Sensitive Information with or among Defendant or any 
other Station or any Sales Representative Firm in violation of 
Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
Defendant shall use its best efforts to ensure that all current and 
former officers, directors, employees, and agents also fully and 
promptly cooperate with the United States. The full, truthful, and 
continuing cooperation of Defendant shall include, but not be 
limited to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or

[[Page 62990]]

the attorney work product doctrine, to the United States regarding 
the Communicating of Competitively Sensitive Information or any 
agreement with any other Station it does not own or such other 
Station's Sales Representative Firm to Communicate Competitively 
Sensitive Information while an employee of the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of 
Defendant, that relate to the Communication of Competitively 
Sensitive Information or any agreement with any other Station or 
such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information, and a log of documents 
protected by the attorney-client privilege or the attorney work 
product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable 
notice by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to 
cooperate fully with the United States as described in this Section 
VII shall cease upon the conclusion of all of the United States' 
investigations and the United States' litigations examining whether 
or alleging that Defendant, any Station that Defendant does not own 
or operate or such other Station's Sales Representative Firm 
Communicated Competitively Sensitive Information or with or among 
Defendant or any other Station or any Sales Representative Firm in 
violation of Section 1 of the Sherman Act, as amended, 15 U.S.C. 
Sec.  1, including exhaustion of all appeals or expiration of time 
for all appeals of any Court ruling in each such matter, at which 
point the United States will provide written notice to Defendant 
that its obligations under this Section VII have expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph 
VII(B) does not apply to documents created after entry of this Final 
Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will 
not bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any agreement to Communicate Competitively Sensitive 
Information with any other Station it does not own or operate or 
such other Station's Sales Representative Firm when that agreement:
    1. was Communicated, entered into and terminated on or before 
the date of the filing of the Complaint in this action (or in the 
case of a Station that is acquired by Defendant after entry of this 
Final Judgment, was Communicated or entered into before the 
acquisition and terminated within 120 days after the closing of the 
acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) 
does not apply to any acts of perjury or subornation of perjury (18 
U.S.C. Sec. Sec.  1621-22), making a false statement or declaration 
(18 U.S.C. Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  
401-402), or obstruction of justice (18 U.S.C. Sec.  1503, et seq.) 
by the Defendant or its officers, directors, and employees. The 
United States' agreement set forth in Paragraph VII(C) does not 
release any claims against any Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with 
this Final Judgment or of any related orders, or of determining 
whether the Final Judgment should be modified, and subject to any 
legally recognized privilege, from time to time 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and 
copy, or at the option of the United States, to require Defendant to 
provide electronic or hard copies of all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control 
of Defendant, relating to any matters that are the subject of this 
Final Judgment, not protected by the attorney-client privilege or 
the attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to 
written interrogatories, of information not protected by the 
attorney-client privilege or attorney work product doctrine, under 
oath if requested, relating to any matters that are the subject of 
this Final Judgment as may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII shall be divulged by the United States to any 
Person other than an authorized representative of the executive 
branch of the United States, 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 for law enforcement purposes, or as 
otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies 
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 Defendant marks 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 Defendant ten calendar days' 
notice prior to divulging such material in any legal proceeding 
(other than a grand jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce 
the provisions of this Final Judgment, including its right to seek 
an order of contempt from this Court. Defendant agrees that in any 
civil contempt action, any motion to show cause, or any similar 
civil action brought by the United States regarding an alleged 
violation of this Final Judgment, the United States may establish a 
violation of the decree and the appropriateness of any remedy 
therefor by a preponderance of the evidence, and Defendant waives 
any argument that a different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect 
to the procompetitive purposes of the antitrust laws and to restore 
all competition the United States alleged was harmed by the 
challenged conduct. Defendant agrees that it may be held in contempt 
of, and that the Court may enforce, any provision of this Final 
Judgment that, as interpreted by the Court in light of these 
procompetitive principles and applying ordinary tools of 
interpretation, is stated specifically and in reasonable detail, 
whether or not it is clear and unambiguous on its face. In any such 
interpretation, the terms of this Final Judgment should not be 
construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may 
apply to the Court for a one-time extension of this Final Judgment, 
together with such other relief as may be appropriate. In connection 
with any successful effort by the United States to enforce this 
Final Judgment against Defendant, whether litigated or resolved 
prior to litigation, Defendant agrees to reimburse the United States 
for the fees and expenses of its attorneys, as well as any other 
costs including experts' fees, incurred in connection with that 
enforcement effort, including in the investigation of the potential 
violation.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after 
five years from the date of its entry, this Final Judgment may be 
terminated upon notice by the United States to the Court and 
Defendant that the continuation of the Final Judgment no longer is 
necessary or in the public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be

[[Page 62991]]

provided to the United States shall be sent to the person at the 
address set forth below (or such other addresses as the United 
States may specify in writing to Defendant): Chief, Media, 
Entertainment, and Professional Services Section, U.S. Department of 
Justice, Antitrust Division, 450 Fifth Street, NW, Suite 4000, 
Washington, D.C. 20530.

XIII. 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. Sec.  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 upon the record before 
the Court, which includes the Competitive Impact Statement and any 
comments and response to comments filed with the Court, entry of 
this Final Judgment is in the public interest.

    IT IS SO ORDERED by the Court, this __ day of __, 201__.

    Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16
-----------------------------------------------------------------------

United States District Judge

Exhibit 1

[Company Letterhead]

[Name and Address of Antitrust Compliance Officer]

Re: Prohibitions Against Sharing of Competitively Sensitive 
Information

Dear [XX]:

    I provide you this notice regarding a judgment recently entered 
by a federal judge in Washington, D.C. prohibiting the sharing of 
certain information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the 
obligations it imposes on us. [CEO Name] has asked me to let each of 
you know that [s/he] expects you to take these obligations seriously 
and abide by them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through our national sales representative 
firm), competitively sensitive information with or from any 
employee, agent, or representative of another broadcast television 
station in the same DMA it does not own or operate. Competitively 
sensitive information means any non-public information regarding the 
sale of spot advertising on broadcast television stations, including 
information relating to any pricing or pricing strategies, pacing, 
holding capacity, revenues, or market shares. There are limited 
exceptions to this restriction, which are listed in the judgment. 
The company will provide briefing on the legitimate or illegitimate 
exchange of information. You must consult with me if you have any 
questions on whether a particular circumstance is subject to an 
exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about 
the judgment or how it affects your sale of spot advertising, please 
contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of 
your receipt of this letter. Thank you for your cooperation.

Sincerely,

[Defendant's Antitrust Compliance Officer]

Employee Certification

I, __ [name], __ [position] at __ [station or location] do hereby 
certify that I (i) have read and understand, and agree to abide by, 
the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment 
may result in an enforcement action for civil or criminal contempt 
of court.
-----------------------------------------------------------------------

Name:
Date:

Exhibit 2

United States District Court for the District of Columbia

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including 
its successors and assigns, and its subsidiaries, divisions, and 
broadcast television stations, and their directors, officers, and 
employees (``Acquirer''), following consummation of the Acquirer's 
acquisition of [insert names of station or stations acquired] (each, 
an ``Acquired Station''), is bound by the Final Judgment entered by 
this Court on [date] (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    1. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    2. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's 
officers and directors only with respect to any responsibilities or 
actions regarding any Acquired Stations, and (iii) employees with 
management or supervisory responsibilities for Acquirer's business 
or operations related to the sale of spot advertising on any 
Acquired Station, only with respect to those responsibilities.
    3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    4. The release contained in Sections VII(C) and (D) applies to 
the Acquirer, but only to civil actions or criminal charges arising 
from actions taken by any Acquired Station.
    5. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all.
    6. Section VI(A) applies to the Acquirer, but is modified to 
make the initial period for appointing an Antitrust Compliance 
Officer in the first sentence 120 days from consummation of the 
Acquirer's acquisition of the Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]
Respectfully submitted,

/s/--------------------------------------------------------------------

[Counsel for Acquirer]

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Sinclair Broadcast 
Group, Inc., Raycom Media, Inc., Tribune Media Company, Meredith 
Corporation, Griffin Communications, LLC, and Dreamcatcher 
Broadcasting, LLC, Defendants.

Case No. 1:18-cv-2609
Judge: Tanya S. Chutkan

COMPETITIVE IMPACT STATEMENT

    Plaintiff United States of America (``United States''), pursuant 
to Section 2(b) of the Antitrust Procedures and Penalties Act, 15 
U.S.C. Sec.  16(b)-(h) (``APPA'' or ``Tunney Act''), files this 
Competitive Impact Statement relating to the proposed Final 
Judgments against Defendants Sinclair Broadcast Group, Inc. 
(``Sinclair''), Raycom Media, Inc. (``Raycom''), Tribune Media 
Company (``Tribune''), Meredith Corporation (``Meredith''), Griffin 
Communications, LLC (``Griffin''), and Dreamcatcher Broadcasting, 
LLC (``Dreamcatcher'') (collectively, ``Defendants''), submitted for 
entry in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

    On November 13, 2018, the United States filed a civil antitrust 
complaint alleging that Defendants agreed among themselves and other 
broadcast television stations in many local markets to reciprocally 
exchange station-specific, competitively sensitive information 
regarding spot advertising revenues. The Complaint alleges 
Defendants' agreements are unreasonable restraints of trade that are 
unlawful under Section 1 of the Sherman Act, 15 U.S.C. Sec.  1. The 
Complaint seeks injunctive relief to prevent Defendants from 
exchanging competitively sensitive information with and among 
competing broadcast television stations.
    Along with the Complaint, the United States filed proposed Final 
Judgments for each of the Defendants. The proposed Final

[[Page 62992]]

Judgments are substantively the same for all Defendants. The 
proposed Final Judgments prohibit sharing of competitively sensitive 
information, require Defendants to implement antitrust compliance 
training programs, and impose cooperation and reporting 
requirements.
    The United States and Defendants have stipulated that the 
proposed Final Judgments may be entered after compliance with the 
APPA, unless the United States withdraws its consent. Entry of the 
proposed Final Judgments would terminate this action, except that 
the Court would retain jurisdiction to construe, modify, or enforce 
the provisions of the proposed Final Judgments and to punish 
violations thereof.

II. Description of the Events Giving Rise to the Alleged Violation

A. Industry Background

    Broadcast television stations sell advertising time to 
businesses that want to advertise their products to television 
viewers. Broadcast television ``spot'' advertising,\1\ which 
typically comprises the majority of a station's revenues, is sold 
directly by the station itself or through its sales representatives 
to advertisers who want to target viewers in specific geographic 
areas called Designated Market Areas (``DMAs'').\2\
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    \1\ Spot advertising differs from other types of television 
advertising, such as 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.
    \2\ A DMA is a geographical unit designated by the A.C. Nielsen 
Company, a company that surveys television viewers and furnishes 
data to aid in evaluating television audiences. There are 210 DMAs 
in the United States. DMAs are widely accepted by television 
stations, advertisers, and advertising agencies as the standard 
geographic area to use in evaluating television audience size and 
demographic composition.
---------------------------------------------------------------------------

    Broadcast stations typically make their spot advertising sales 
through two channels: (1) local sales, which are sales made by the 
station's own local sales staff to advertisers who are usually 
located within the DMA; and (2) national sales, which are sales made 
either by the broadcast group's national sales staff or by a 
national sales representative firm (``Sales Rep Firm'') to regional 
or national advertisers.
    Defendants own or operate multiple broadcast television 
stations, as set forth in the following table:

------------------------------------------------------------------------
                     Defendant                       Stations     DMAs
------------------------------------------------------------------------
Sinclair..........................................        130         87
Raycom............................................         55         43
Tribune...........................................         41         31
Meredith..........................................         17         12
Griffin...........................................          4          2
Dreamcatcher......................................          3          2
------------------------------------------------------------------------

    Defendants, along with certain other television broadcast 
station groups, compete in various configurations in multiple DMAs 
across the United States. Each Defendant sells spot advertising time 
to advertisers that seek to target viewers in the DMAs in which 
Defendants operate. Prices are individually negotiated with 
advertisers, and advertisers are able to ``play off'' the stations 
against each other to obtain competitive rates.
    There are two primary Sales Rep Firms in the United States 
today, and each represents hundreds of television stations 
throughout the country in the sale of national advertising time. It 
is common for one Sales Rep Firm to represent multiple competing 
stations in the same DMA. In such cases, the stations and the Sales 
Rep Firms purportedly create firewalls to prevent coordination and 
information sharing between the sales teams representing competing 
stations.

B. The Exchanges of Competitively Sensitive Information

    The Complaint alleges that Defendants and other broadcasters 
have agreed in many DMAs to reciprocally exchange station-specific 
revenue pacing data. Revenue pacing data compares a station's 
revenues booked for a certain time period to the revenues booked for 
the same point in time in the previous year, indicating how each 
station is performing versus the rest of the market and providing 
insight into each station's remaining spot advertising inventory for 
the current period or future periods. The exchanges were systematic 
and typically included non-public pacing data on national revenues, 
local revenues, or both, depending on the DMA. The Complaint further 
alleges that certain Defendants engaged in the exchange of other 
forms of competitively sensitive information relating to spot 
advertising in certain DMAs.
    The Complaint alleges that the Defendants exchanged pacing 
information in at least two ways. First, Defendants and other 
television broadcast stations exchanged information through the 
Sales Rep Firms. The information was passed both within and between 
Sales Rep Firms representing competing stations, and was done with 
Defendants' knowledge and frequently at Defendants' instruction. 
Second, in some DMAs, Defendants and other broadcasters exchanged 
pacing information directly between local station employees.
    The Complaint alleges that these exchanges of pacing information 
allowed stations to better understand, in real time, the 
availability of inventory on competitors' stations, which is often a 
key factor affecting negotiations with buyers over spot advertising 
prices. The exchanges also helped stations to anticipate whether 
competitors were likely to raise, maintain, or lower spot 
advertising prices. Understanding competitors' pacing can help 
stations gauge competitors' and advertisers' negotiation strategies, 
inform their own pricing strategies, and help them resist more 
effectively advertisers' attempts to obtain lower prices by playing 
stations off of one another. Defendants' information exchanges 
therefore distorted the normal price-setting mechanism in the spot 
advertising market and harmed the competitive process within the 
affected DMAs.

III. Explanation of the Proposed Final Judgments

    The provisions of the proposed Final Judgments closely track the 
relief sought in the Complaint and are intended to provide prompt, 
certain, and effective remedies that will ensure that Defendants and 
their employees and sales representatives will not impede 
competition by sharing competitively sensitive information, directly 
or indirectly, including through Sales Rep Firms, with their rival 
broadcast television stations. The requirements and prohibitions in 
the proposed Final Judgments will terminate Defendants' illegal 
conduct, prevent recurrence of the same or similar conduct, ensure 
that Defendants establish an antitrust compliance program, and 
provide the United States with cooperation in its ongoing 
investigation. The proposed Final Judgments protect competition and 
consumers by putting a stop to the anticompetitive information 
sharing alleged in the Complaint.

A. Prohibited Conduct

    The proposed Final Judgments broadly prohibit Defendants from 
sharing competitively sensitive information with rival broadcast 
television stations in the same DMA.\3\ Specifically, Section IV 
ensures that Defendants will not, directly or indirectly, 
communicate competitively sensitive information, including pricing 
or pricing strategies, pacing, holding capacity, revenues, or market 
shares, to broadcast television stations in the same DMA or to those 
stations' sales representatives and agents.
---------------------------------------------------------------------------

    \3\ As the proposed Final Judgments for each of the Defendants 
are substantively identical, references to sections throughout this 
Competitive Impact Statement refer to the same section in each Final 
Judgment. The only exception is Section III of the proposed Final 
Judgment for Defendant Raycom, which has a provision that, in light 
of the proposed acquisition of Raycom by Gray Television, Inc. 
(``Gray''), clarifies that the proposed Final Judgment does not 
apply to stations Gray owned that were not owned by Raycom as of 
October 1, 2018.
---------------------------------------------------------------------------

    The proposed Final Judgment provides that its provisions will 
apply to stations owned by the settling Defendants even if 
Defendants sell those stations to new buyers. In particular, 
Paragraph IV(C) provides that Defendants may not sell any stations 
they own as of October 1, 2018, unless the buyer has executed an 
Acknowledgement that each station will continue to be bound by the 
terms of the proposed Final Judgment. The United States, in its 
discretion, may waive this requirement on a station-by-station 
basis, or alternatively the buyer and the United States may agree to 
void the Acknowledgement after the sale has been consummated.

B. Conduct Not Prohibited

    Section V makes clear that the proposed Final Judgments do not 
prohibit Defendants from sharing or receiving competitively 
sensitive information in certain specified circumstances where the 
information sharing appears unlikely to cause harm to competition. 
Paragraph V(A) allows Defendants to communicate competitively 
sensitive information to advertising customers or prospective 
customers. Paragraph V(B) allows for the communication of 
competitively sensitive information with other broadcasters (i) for 
purposes of evaluating or effectuating a transaction, such

[[Page 62993]]

as the purchase or sale of a station; or (ii) when reasonably 
necessary for achieving the efficiencies of a legitimate 
collaboration among competitors, such as a lawful joint venture.\4\ 
Paragraph V(C) confirms that the proposed Final Judgments do not 
prohibit petitioning conduct protected by the Noerr-Pennington 
doctrine. Paragraph V(D) permits the exchange of competitively 
sensitive information through certain third-party aggregation 
services under the conditions listed in that paragraph, including 
that the aggregated data does not permit individual stations to 
identify, deduce, or estimate the prices or pacing of their 
competitors.
---------------------------------------------------------------------------

    \4\ Paragraph V(B)(5) states that, for purposes of Paragraph 
V(B) only, certain types of Joint Sales Agreements, Local Marketing 
Agreements, and similar agreements qualify as a ``legitimate 
competitor collaboration'' under Paragraph V(B)(b). Paragraph 
V(B)(5) was included in recognition of the fact that some 
broadcasters have entered into a number of these agreements in 
various DMAs. The question of whether these agreements have any 
effect on competition was outside the scope of the United States' 
investigation in this matter. Accordingly, Paragraph V(B)(5) should 
not be read as an admission that such agreements otherwise comply 
with the antitrust laws, and the United States takes no position on 
that question for purposes of this proceeding.
---------------------------------------------------------------------------

C. Antitrust Compliance Obligations

    Under Section VI of the proposed Final Judgments, each of the 
Defendants must designate an Antitrust Compliance Officer who is 
responsible for implementing training and antitrust compliance 
programs and ensuring compliance with the Final Judgment. Among 
other duties, the Antitrust Compliance Officer will be required to 
distribute copies of the Final Judgment and ensure that training on 
the Final Judgment and the antitrust laws is provided to Defendants' 
management and sales staff. Section VI also requires Defendants to 
establish an antitrust whistleblower policy and remedy and report 
violations of the Final Judgment. Under Paragraph VI(D)(4), each 
Defendant, through its CEO, General Counsel, or Chief Legal Officer, 
must certify annual compliance with the Final Judgment. This 
compliance program is necessary in light of the extensive history of 
communications among rival stations that facilitated Defendants' 
agreements.

D. Defendants' Cooperation

    As outlined in Section VII, Defendants must cooperate fully and 
truthfully with the United States in any investigation or litigation 
relating to the sharing of competitively sensitive information in 
the broadcast television industry. The required cooperation may 
include providing sworn testimony, employee interviews, and/or 
documents and data.
    Paragraph VII(C) provides that, subject to each Defendant's 
truthful and continuing cooperation as defined in Paragraphs VII(A) 
and (B), the United States will not bring further civil actions or 
criminal charges against that Defendant for any agreement to share 
competitively sensitive information with any other station or Sales 
Rep Firm when the agreement: (1) was entered into and terminated 
before the date of the filing of the Complaint and (2) does not 
constitute or include an agreement to fix prices or divide markets.

E. Enforcement of Final Judgment

    The proposed Final Judgments contain provisions designed to 
promote compliance and make the enforcement of Division consent 
decrees as effective as possible. Paragraph X(A) provides that the 
United States retains and reserves all rights to enforce the 
provisions of the proposed Final Judgment, including its rights to 
seek an order of contempt from the Court. Defendants have agreed 
that in any civil contempt action, any motion to show cause, or any 
similar action brought by the United States regarding an alleged 
violation of the Final Judgments, the United States may establish 
the violation and the appropriateness of any remedy by a 
preponderance of the evidence and that the Defendants have waived 
any argument that a different standard of proof should apply. This 
provision aligns the standard for compliance obligations with the 
standard of proof that applies to the underlying offense that the 
compliance commitments address.
    Paragraph X(B) provides additional clarification regarding the 
interpretation of the provisions of the proposed Final Judgments. 
The proposed Final Judgments were drafted to restore all competition 
the United States alleged was harmed by Defendants' challenged 
conduct. The Defendants agree that they will abide by the proposed 
Final Judgments, and that they may be held in contempt of this Court 
for failing to comply with any provision of the proposed Final 
Judgments that is stated specifically and in reasonable detail, 
whether or not it is clear and unambiguous on its face, and as 
interpreted in light of this procompetitive purpose.
    Paragraph X(C) further provides that, should the Court find in 
an enforcement proceeding that a Defendant has violated the Final 
Judgment, the United States may apply to the Court for a one-time 
extension of the Final Judgment, together with such other relief as 
may be appropriate. In addition, in order to compensate American 
taxpayers for any costs associated with the investigation and 
enforcement of violations of a proposed Final Judgment, Paragraph 
X(C) provides that in any successful effort by the United States to 
enforce a Final Judgment against a Defendant, whether litigated or 
resolved before litigation, Defendant agrees to reimburse the United 
States for any attorneys' fees, experts' fees, or costs incurred in 
connection with any enforcement effort, including the investigation 
of the potential violation.
    Finally, Section XI of the proposed Final Judgments provides 
that each Final Judgment shall expire seven years from the date of 
its entry, except that after five years from the date of its entry, 
the Final Judgments may be terminated upon notice by the United 
States to the Court and the Defendants that the continuation of the 
Final Judgments is no longer necessary or in the public interest.

IV. Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. Sec.  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 Judgments 
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. Sec.  16(a), the proposed Final Judgments have no 
prima facie effect in any subsequent private lawsuit that may be 
brought against Defendants.

V. Procedures Available for Modification of the Proposed Final 
Judgments

    The United States and Defendants have stipulated that the Court 
may enter the proposed Final Judgments 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 Judgments are in the public 
interest.
    The APPA provides a period of at least sixty days preceding the 
effective date of the proposed Final Judgments within which any 
person may submit to the United States written comments regarding 
the proposed Final Judgments. Any person who wishes to comment 
should do so within sixty 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 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 Judgments at any time before 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 
U.S. Department of Justice, Antitrust Division's website and, under 
certain circumstances, published in the Federal Register.
    Written comments should be submitted to: Owen M. Kendler, Chief, 
Media, Entertainment, & Professional Services Section, Antitrust 
Division, United States Department of Justice, 450 5th Street, N.W., 
Suite 4000, Washington, DC 20530.
    Under Section IX, the proposed Final Judgments provide that the 
Court retains jurisdiction over this action, and the parties may 
apply to the Court for any order necessary or appropriate for the 
modification, interpretation, or enforcement of the Final Judgments.

VI. Alternatives to the Proposed Final Judgment

    The United States considered, as an alternative to the proposed 
Final Judgments, seeking injunctive relief against Defendants' 
conduct through a full trial on the merits. The United States is 
satisfied, however, that the relief sought in the proposed Final 
Judgments will terminate the anticompetitive conduct alleged in the 
Complaint and more quickly restore the benefits of competition to 
advertisers. Thus, the proposed Final Judgments would achieve the 
relief the United States might have obtained through

[[Page 62994]]

litigation, but avoids the time, expense, and uncertainty of a full 
trial on the merits.

VII. Standard of Review Under the APPA for the Proposed Final Judgments

    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 60-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. Sec.  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. Sec.  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. U.S. Airways Group, Inc., 38 F. Supp. 3d 69, 
75 (D.D.C. 2014) (explaining that the ``court's inquiry is limited'' 
in Tunney Act settlements); United States v. InBev N.V./S.A., No. 
08-1965 (JR), 2009 U.S. Dist. LEXIS 84787, 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'').
    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 in the government's complaint, whether the 
decree is sufficiently clear, whether its 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) (quoting 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. Instead:

 [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).\5\
---------------------------------------------------------------------------

    \5\ See also 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'').

    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 U.S. 
Airways, 38 F. Supp. 3d at 74-75 (noting that a court should not 
reject the proposed remedies because it believes others are 
preferable and that room must be made for the government to grant 
concessions in the negotiation process for settlements); 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 government's prediction as to the effect of 
proposed remedies, its perception of the market structure, and its 
views of the nature of the case''). The ultimate question is 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.' '' Microsoft, 56 F.3d at 1461 (quoting United States v. 
Western Elec. Co., 900 F.2d 283, 309 (D.C. Cir. 1990)). 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 U.S. Airways, 38 F. Supp. 3d at 75 (noting that the court 
must simply determine whether there is a factual foundation for the 
government's decisions such that its conclusions regarding the 
proposed settlements are reasonable); 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 a court in this district 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,\6\ 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. Sec.  16(e)(2); see also U.S. 
Airways, 38 F. Supp. 3d at 76 (indicating that a court is not 
required to hold an evidentiary hearing or to permit intervenors as 
part of its review under the Tunney Act). This language explicitly 
wrote into the statute what Congress intended when it first 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 Sen. 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. A court can make its public interest determination 
based on the competitive impact statement and response to public 
comments alone. U.S. Airways, 38 F. Supp. 3d at 76. See also 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''); S. Rep. No. 93-298 93d 
Cong., 1st Sess., at 6 (1973) (``Where the public interest

[[Page 62995]]

can be meaningfully evaluated simply on the basis of briefs and oral 
arguments, that is the approach that should be utilized.'').
---------------------------------------------------------------------------

    \6\ The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for a 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. 
Sec.  16(e) (2004), with 15 U.S.C. Sec.  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).
---------------------------------------------------------------------------

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 Judgments.

Dated: November 13, 2018

Respectfully submitted,
-----------------------------------------------------------------------

Lee F. Berger * (D.C. Bar #482435)

Trial Attorney, U.S. Department of Justice, Antitrust Division, 
Media, Entertainment, and Professional Services Section, 450 Fifth 
Street, N.W., Suite 4000, Washington, DC 20530, Phone: 202-598-2698, 
Facsimile: 202-514-7308, Email: [email protected]

*Attorney of Record

[FR Doc. 2018-26201 Filed 12-4-18; 8:45 am]
 BILLING CODE 4410-11-P