Justice Department Requires Divestiture in Order for Nexstar to Proceed with its Acquisition of Communications Corporation of America

The Department of Justice announced today that it will require Nexstar Broadcasting Group Inc., Mission Broadcasting Inc., Communications Corporation of America (CCA), and Silver Point Partners L.P. to divest their interests in WEVV‑TV, a CBS and FOX affiliate in Evansville, Indiana, in order for Nexstar to proceed with its acquisition of CCA.  Without this divestiture, the department said, Nexstar, with its control of Mission would have gained a dominant position in broadcast television spot advertising in the Evansville, Indiana area, resulting in higher prices to advertisers.  The Nexstar-CCA transaction is valued at approximately $270 million.

The Antitrust Division filed a civil antitrust lawsuit today in the U.S. District Court for the District of Columbia to block the proposed acquisition.  Concurrent with the filing of the lawsuit, the division filed a proposed settlement that, if approved by the court, would resolve the competitive concerns alleged in the lawsuit.

“This divestiture maintains the status quo in Evansville, Indiana, and avoids a loss of competition for local broadcast television spot advertising,” said Bill Baer, Assistant Attorney General in charge of the Antitrust Division.  “By ensuring that Nexstar does not come to control three of four major network affiliations, consumers will benefit as these stations continue to compete to attract viewers and advertisers.”

The department’s complaint alleges that the proposed acquisition would lessen competition in broadcast television spot advertising in the Evansville, Indiana, Designated Market Area (DMA).  In the Evansville DMA, the transaction would result in Nexstar owning or controlling three TV stations and three of the four major broadcast network affiliations in Evansville.  Had the transaction been consummated as originally proposed, Nexstar would have owned or controlled WEHT (ABC affiliate), WEVV-TV (CBS & FOX affiliate), and WTVW (CW affiliate).  To remedy this likely harm, the proposed settlement requires Nexstar and

CCA to divest CCA’s WEVV-TV to Bayou City Broadcasting Evansville Inc., or an alternative, independent buyer to be approved by the United States.

Nexstar, a Delaware corporation with headquarters in Irving, Texas, owns or operates 72 broadcast television stations located in 41 markets in 18 states. Nexstar reported revenues of $378 million for 2013.  Mission, a Delaware corporation with headquarters in Westlake, Ohio, owns broadcast television stations for which Nexstar sells the advertising time.  Nexstar receives substantially all of Mission’s available cash and is deemed to have a controlling interest in Mission under generally accepted accounting principles.

CCA, a Delaware corporation with headquarters in Lafayette, Louisiana, owns or operates 25 broadcast television stations in 10 markets throughout Louisiana, Texas and Indiana.  CCA had revenues of $98.3 million for 2012.  Silver Point Capital Fund L.P., based in Greenwich, Connecticut, controls and is the ultimate parent entity of CCA.

Bayou City Broadcasting Evansville Inc., a Delaware corporation headquartered in Boston, Massachusetts, is a newly formed entity that will be run by individuals with significant experience owning, managing and operating broadcast television stations.

As required by the Tunney Act, the proposed settlement, along with a competitive impact statement, will be published in the Federal Register.  Any person may submit written comments concerning the proposed settlement during a 60‑day comment period to Scott A. Scheele, Chief, Telecommunications & Media Enforcement Section, Antitrust Division, U.S. Department of Justice, 450 Fifth Street, N.W., Suite 7000, Washington, D.C. 20530.  At the conclusion of the 60‑day comment period, the U.S. District Court for the District of Columbia may approve the proposed settlement upon finding that it is in the public interest.