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Tribune Top Executive Payouts Disclosed as FCC Sets Sinclair Merger Comments Timetable

Top Tribune Media executives are set for multimillion-dollar payouts if the company’s $3.9 billion merger with Sinclair Broadcast Group is completed.

The payouts were revealed in a Securities and Exchange Commission filing Friday by Sinclair. That came a day after the FCC set the timetable for public comments on the proposed combination as part of its review process.

The pact announced in May is expected to draw significant opposition from media watchdog groups as it is poised to create a broadcast TV colossus with more than 200 stations and reaching more than 70% of U.S. TV households. Sinclair already owns more than 170 stations and aims to add Tribune’s 42 stations. Sinclair has acknowledged in FCC filings that it may have to sell off some stations to secure FCC approval of the deal.

Edward Lazarus, Tribune Media exec VP and general counsel, is estimated to receive $9.7 million from severance compensation and the value of his existing holdings in Tribune stock and options. Chandler Bigelow, chief financial officer, is estimated to receive $9.2 million. Larry Wert, president of Tribune’s TV station division, is set to pull in $7.8 million.

Peter Kern, who has served as Tribune’s interim CEO since March, will take in $207,774. Former Tribune Media CEO Peter Liguori will receive $1.7 million based on the value of his existing equity holdings.

On Thursday, the FCC set Aug. 7 as the first deadline for comments from the public asking the commission to reject the deal. Aug. 22 is the deadline for opposition arguments to those petitions to deny. Replies to those opposition arguments are due by Aug. 29.

Sinclair acknowledge in its merger-related filing with the FCC last week that the merger as it stands now would put the combined company 6.5% above the current limit on the number of stations that a single entity can own.

The FCC is set to conduct a review of its existing media ownership rules and may well raise the cap enough to allow Sinclair to avoid divestitures. Sinclair said it would be prepared to sell stations if need be to comply with the current limit of 39% of TV households, or with concerns about its control of more than two stations in some markets that would result from the Tribune combination.

Newly installed FCC chairman Ajit Pai signaled his willingness to ease broadcast TV ownership rules in April when he led the charge to reinstate the so-called UHF discount. That rule, which was eliminated just last year, counts UHF stations (channels 14-69) at half of their actual market reach compared to VHF stations (channels 2-13). The vast majority of Sinclair’s stations are UHF outlets, which made it plausible for Sinclair to acquire Tribune even with the existing 39% national limit.

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