Sinclair Broadcast Group — a conservative, Trump-friendly television empire — is poised to become one of the most powerful players in the mainstream media. The relatively unknown company, whose stations have mixed conservative commentary with local news, is now on the verge of a deal that would allow it to reach nearly three-quarters of American households.

On May 8, Sinclair announced its plan to buy Tribune Media Company and its 42 television stations for $3.9 billion — a merger made possible by the Trump administration relaxing regulations on broadcast ownership. If the acquisition goes through, Sinclair would become the nation's largest broadcast group "by a country mile," as Sinclair CEO Christopher Ripley put it to investors Monday morning.

An estimated 72 percent of American households would live in a place where Sinclair controls at least one of the broadcast television stations.

This is a big deal — literally — because local news programs are some of the most-watched shows in America. About 23 million Americans tune into the evening local news, and 12 million watch the early morning local news. The three top cable networks — CNN, Fox News, and MSNBC — only get around 3 million primetime viewers daily.

People who tune into Sinclair stations for local news often end up getting some conservative commentary in the mix as well. The broadcaster has a history of airing right-leaning segments critical of Hillary Clinton and Barack Obama. According to Trump's son-in-law Jared Kushner, the Trump campaign struck a deal with Sinclair to air exclusive interviews with Trump during the election.

The company's vice president for news, Scott Livingston, has accused mainstream news outlets of being too liberal. He claims that Sinclair is more balanced. "I think maybe some other news organizations may be to the left of center, and we work very hard to be in the center," he told the New York Times recently.

With Fox News, the traditional leader in conservative TV, in turmoil, Sinclair's executives have an opportunity. If the merger goes through, it would have a huge patchwork of local television stations and a national reach rivaling cable news — a springboard, if it wanted, to become the next big thing in conservative broadcasting.

Sinclair Broadcast Group is the biggest media company you've never heard of

Sinclair is already a behemoth of broadcast television — right now, its 173 local TV stations reach 38 percent of US homes. But Sinclair isn't a household name because it's not a network like ABC or Fox or NBC. Instead, the company owns the local TV stations that broadcast those networks.

A common misconception is that a network like ABC controls all the stations that it airs on. In fact, ABC only owns and operates eight broadcast stations in the United States. The rest of the stations are independent affiliates, and many of them are controlled by Sinclair.

For instance, the ABC affiliate in the Washington, DC, metro region is WJLA. This station carries programming from ABC, but it's owned by Sinclair. The agreement is that ABC will provide shows like The Bachelor and Modern Family, and Sinclair will take care of broadcasting those shows from its antenna in Northwest DC.

Sinclair also mixes in its own shows. Most importantly, it is responsible for providing the local news. Its stations employ teams of reporters and producers and anchors who typically produce three newscasts a day — in the morning, the late afternoon, and late at night. Sinclair can order stations to pursue certain stories, or force them to air certain clips. Networks like CBS or NBC or ABC aren't involved in these decisions.

Such arrangements are common because, in order to preserve competition and prevent monopolies from forming, the Federal Communications Commission restricts the number of TV stations that any one company can own. So the big networks can't just broadcast their own shows — they have to outsource that job to independent television stations.

These regulations date back to the 1940s, when the FCC decreed that companies could only own three TV stations at once. By the 1950s, there was the so-called "Rule of Seven," which restricted owners to seven FM, seven AM, and seven TV stations. In recent decades, the FCC has loosened its regulations even further: Altogether, a company's portfolio of TV stations can't reach more than 39 percent of American homes.

Challenging Fox News is an uphill battle — but Sinclair might be able to pull it off

Right now, Sinclair's stations reach about 38 per cent of American households. But in April, an FCC decision reopened a loophole for the company grow much, much bigger.

How Trump's FCC chair brought back a loophole allowing Sinclair to grow

The FCC's new chair, Ajit Pai, a Trump appointee, wants to raise the 39 percent cap and allow broadcasters to buy up more stations — but that might require an act of Congress. In the meantime, he's turned to a loophole known as the UHF discount.

Television stations use one of two different kinds of wavelengths, VHF or UHF. Until 2009, stations licensed to broadcast on VHF were more valuable, because VHF waves are larger, travel farther, and can get into homes more easily. This made UHF stations less desirable than VHF stations, so in calculating the ownership limits, the FCC gave companies what's called a "UHF discount" — only half of a UHF station's audience would count toward a company's limit of 39 percent of American households.

But in 2009, American television stations switched to digital broadcasting. When that happened, UHF stations were no longer at a disadvantage; in fact, they were more desirable. Although UHF frequencies don't penetrate as far as VHF, they are less prone to the kind of interference that affects digital TV signals, so customers get a clearer picture.

Long before the digital transition was complete, the FCC was warning that the UHF discount would eventually go away. Expecting this, many broadcasting companies have been wary of moving forward with mergers — without the discount, many of them were already dangerously close to the 39 percent ownership cap.

In 2016, after a long period of debate, the FCC finally eliminated the UHF discount. But under Pai, that decision was quickly reversed in late April. Pai agrees that the UHF discount doesn't make sense anymore in the age of digital broadcasting. But as he has hinted, he views the UHF discount as a temporary measure until the ownership cap can be increased.

"All I said was, let's return to the status quo, take a fresh look at the issue, and try to figure out what the optimal structure is for this going forward," Pai told Recode's Tony Romm recently.

Sinclair had been one of the chief proponents of reinstating the UHF discount, and it was widely known that it aspired to acquire more television stations. Restoring the UHF discount meant that, for the FCC's purposes, Sinclair only covers about 24 percent of American households — giving the company room to grow.

Sinclair's purchase of Tribune Media will give it a bigger presence in large cities like New York City, New Orleans, Los Angeles and Washington, DC — complementing its existing portfolio, which mostly covers smaller cities. Since many of those stations are UHF stations, they will only partially count toward the 39 percent limit — and in any case, the new merger-friendly FCC is expected to sign off on the deal.

Sinclair has a history of dabbling in conservative causes

Sinclair is a notable company not just for its size, but for its efforts to inject conservative views into the news.

For instance, over 80 Sinclair stations regularly air a 90-second segment called Behind the Headlines, where conservative commentator Mark Hyman gives his opinions on the news. In a recent spot, Hyman defended Trump's first 100 days, claiming that the media was unfairly harsh on the president. In February, Hyman criticized the US Court of Appeals for the Ninth Circuit for ruling against Trump's travel ban on people from seven Muslim countries.

The company also produces national news segments — often with a conservative tinge — that it requires stations to run during their local news broadcasts.

A Washington Post investigation revealed that during 2016 election, Sinclair executives often forced their stations to run pro-Trump or anti-Clinton segments during their evening or morning local news programs. One of the mandatory segments emphasized problems about Clinton's health and questioned her trustworthiness. Another mandatory segment featured Ivanka Trump talking about her potential role in her father's White House.

In December, Trump's son-in-law Jared Kushner reportedly bragged that the Trump campaign had struck a deal with Sinclair executives to provide exclusive interviews during the primaries and presidential campaign, which Sinclair agreed to run as-is, without any commentary. Sinclair's current network of stations covers many key swing states, and the deal seems to have been aimed at increasing Trump's exposure in those parts of the nation.

The Washington Post counted 15 such interviews with Sinclair stations. In one instance, Sinclair ordered some of its Wisconsin stations to air an extended version of its Trump interview on the local news just two days before the Wisconsin primary. Sinclair denies that there was any special deal with the Trump campaign, and claims that Clinton had passed on similar opportunities.

Sinclair has a history of using its stations to support conservative causes. In 2004, famously, it ordered its ABC affiliates not to air a Nightline episode in which the host Ted Koppel read aloud the names of American casualties in Iraq. Sinclair executives complained in a statement that "Mr. Koppel and 'Nightline' are hiding behind this so-called tribute in an effort to highlight only one aspect of the war effort and in doing so to influence public opinion against the military action in Iraq."

Later in 2004, Sinclair became embroiled in another political controversy. Reports claimed that the company planned to force all of its stations to air, just a few days before the general election, an anti-Kerry documentary called Stolen Honor, which questioned Kerry's conduct during the Vietnam War. New York Times television critic Alessandra Stanley described the documentary as a "histrionic, often specious and deeply sad film," whose "distortions are intended to hurt Mr. Kerry at the polls." (Sinclair stations ended up running selected clips of the documentary instead.)

Sinclair's own Washington bureau chief, Jon Leiberman, called the documentary "biased political propaganda." Lieberman was promptly fired. In a subsequent interview with CNN, he complained that Sinclair executives often pushed conservative views. "There was a lot of pressure from above and from the commentary department to put a certain slant on the news, and I fought that," he said. "I fought that for months."

Since then, it seems that Sinclair has continued in its efforts to tilt the news in a conservative direction. When Sinclair recently acquired WJLA, the Washington, DC, ABC station, there was a noticeable shift the right. The local newscasts, for instance, began airing regular segments criticizing the federal government. Reporters from the WJLA's newsroom complained to the Washington Post that Sinclair was forcing them to run overly partisan news segments. Reporters at KOMO, the Seattle ABC station, described a similar experience after Sinclair bought the station in 2013.

Sinclair executives, in turn, say that the mainstream media leans too far to the left. In March, Sinclair ordered its stations to broadcast a message from Vice President Scott Livingston complaining about the "biased and false news" — an echo of Trump's own attacks on the press.

"Unfortunately, some members of the national media are using their platforms to push their own personal bias and agenda to control exactly what people think," Livingston said. "This is extremely dangerous to our democracy."

Challenging Fox News is an uphill battle — but Sinclair might be able to pull it off

During the election, Trump adviser Peter Navarro criticized the power of large media companies and promised to cut them down to size.

"Donald Trump will break up the new media conglomerate oligopolies that have gained enormous control over our information, intrude into our personal lives, and in this election, are attempting to unduly influence America's political process," Navarro said, in a statement that has now been taken off the Trump campaign website.

If the Trump administration is wary of "media oligopolies," why would a media company like Sinclair be allowed to grow larger? One cynical explanation is that Sinclair has been friendly to conservatives and especially to Donald Trump, and that this latest regulatory reversal is an example of pure quid pro quo.

But there is case to be made that a larger Sinclair would increase competition in the television marketplace, which these days involves more than just broadcast, but cable and YouTube, and even video news companies like NowThis, which distributes its content almost entirely on social networking sites.

Conservatives often complain that Fox News is only major station for conservative news. According to a Pew survey in January, 40 percent of Trump voters said Fox News was their "main source" of information about the 2016 election. Clinton voters, on the other hand, were divided among several outlets — some of them watched CNN, some of them watched MSNBC, and others relied on local TV.

Fox News, meanwhile, has suffered several setbacks in the past year. A pair of sexual harassment scandals forced out both its founder, Roger Ailes, and its most popular host, Bill O'Reilly. Top stars like Megyn Kelly and Greta Van Susteren have left for rival networks, and co-President Bill Shine resigned last week. [Since the time of publication of this article, Fox has also fired Bill O'Reilly, for sexual harassment.]

So far, attempts to compete with Fox News have not been very successful. But rumors are swirling that conservative moguls want to create a new challenger, perhaps a channel that caters more to the alt-right. In October, when polls were claiming a likely Clinton victory, there was even talk of creating "Trump TV," a cable channel targeting Trump supporters.

Back then, many pointed out that major cable companies are reluctant to pick up new channels, and that new networks often struggle to attract viewers. Even Oprah has faced an uphill battle with her cable channel OWN, which last year only reached around 68 percent of households.

Sinclair doesn't have that disadvantage. With its prospective expanded reach, it could launch a show with a national footprint. Sinclair doesn't have complete freedom to broadcast what it wants, especially not during primetime. Still, it can air its own content during off hours or negotiate to bump network programs from its stations. And thanks to video compression, it can also use digital subchannels to broadcast alternate content alongside its main programs.

If Sinclair wants to launch more shows, it could follow a pattern set a few years ago, when it began producing an hour-long Sunday morning public affairs show called Full Measure, which currently airs on 162 of its stations. If all its acquisitions go through, Sinclair will have 233 stations by next year, and it could beam a show like Full Measureinto 72 percent of American households. (About 80 percent of American households have access to Fox News.)

The local news, which still commands a huge audience, could be a key part of this strategy. During the election, Sinclair promotedFull Measure by asking some of its stations to air clips of the show during their local newscasts. If by next year only a quarter of households in Sinclair's distribution area watched the local news on a Sinclair-owned station, that would still yield over 4 million nightly viewers — which is more than the typical audience for Fox News's top show The O'Reilly Factor.

For anyone who wants to launch a new conservative show or television network, that's a tantalizing prospect.

This article, an overview of issues connected to Sinclair and the dangers to Democracy it poses, was posted on Vox on May 15, 2017. Since then, the challenges Sinclair and Trump's FCC Chair offer to Democracy have increased. Read Part 2 of our coverage next.

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August 8, 2017

"Donald Trump will break up the new media conglomerate oligopolies that have gained enormous control over our information, intrude into our personal lives, and in this election, are attempting to unduly influence America's political process," Navarro said, in a statement that has now been taken off the Trump campaign website.

If the Trump administration is wary of "media oligopolies," why would a media company like Sinclair be allowed to grow larger? One cynical explanation is that Sinclair has been friendly to conservatives and especially to Donald Trump, and that this latest regulatory reversal is an example of pure quid pro quo.

But there is case to be made that a larger Sinclair would increase competition in the television marketplace, which these days involves more than just broadcast, but cable and YouTube, and even video news companies like NowThis, which distributes its content almost entirely on social networking sites.

Conservatives often complain that Fox News is only major station for conservative news. According to a Pew survey in January, 40 percent of Trump voters said Fox News was their "main source" of information about the 2016 election. Clinton voters, on the other hand, were divided among several outlets — some of them watched CNN, some of them watched MSNBC, and others relied on local TV.

Fox News, meanwhile, has suffered several setbacks in the past year. A pair of sexual harassment scandals forced out both its founder, Roger Ailes, and its most popular host, Bill O'Reilly. Top stars like Megyn Kelly and Greta Van Susteren have left for rival networks, and co-President Bill Shine resigned last week.

So far, attempts to compete with Fox News have not been very successful. But rumors are swirling that conservative moguls want to create a new challenger, perhaps a channel that caters more to the alt-right. In October, when polls were claiming a likely Clinton victory, there was even talk of creating "Trump TV," a cable channel targeting Trump supporters.

Back then, many pointed out that major cable companies are reluctant to pick up new channels, and that new networks often struggle to attract viewers. Even Oprah has faced an uphill battle with her cable channel OWN, which last year only reached around 68 percent of households.

Sinclair doesn't have that disadvantage. With its prospective expanded reach, it could launch a show with a national footprint. Sinclair doesn't have complete freedom to broadcast what it wants, especially not during primetime. Still, it can air its own content during off hours or negotiate to bump network programs from its stations. And thanks to video compression, it can also use digital subchannels to broadcast alternate content alongside its main programs.

If Sinclair wants to launch more shows, it could follow a pattern set a few years ago, when it began producing an hour-long Sunday morning public affairs show called Full Measure, which currently airs on 162 of its stations. If all its acquisitions go through, Sinclair will have 233 stations by next year, and it could beam a show like Full Measureinto 72 percent of American households. (About 80 percent of American households have access to Fox News.)

The local news, which still commands a huge audience, could be a key part of this strategy. During the election, Sinclair promotedFull Measure by asking some of its stations to air clips of the show during their local newscasts. If by next year only a quarter of households in Sinclair's distribution area watched the local news on a Sinclair-owned station, that would still yield over 4 million nightly viewers — which is more than the typical audience for Fox News's top show The O'Reilly Factor.

For anyone who wants to launch a new conservative show or television network, that's a tantalizing prospect.