United States v. Gannett Co., Inc., Belo Corp., and Sander Media LLC; Proposed Final Judgment and Competitive Impact Statement
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Citation: "78 FR 79485"
   Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, Stipulation, and Competitive Impact Statement have been filed with the
   Copies of the Complaint, proposed Final Judgment and Competitive Impact Statement are available for inspection at the
   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
Director of Civil Enforcement.
UNITED STATES DISTRICT COURT FOR THE
   UNITED STATES OF AMERICA,
Case No. 1:13-cv-01984-RBW
Judge:
Filed:
COMPLAINT
   The United States of America, acting under the direction of the Attorney General of
I. NATURE OF THE ACTION
   1. Pursuant to the
   2.
   3. Belo owns and operates
   4. Currently,
   5. Although
   6. If consummated, the Transaction would result in
   7. The Transaction would eliminate or greatly reduce the head-to-head competition between
II. JURISDICTION AND VENUE
   8.
   9.
   10.
III. THE DEFENDANTS
   11.
   12. Belo is a
   13. Sander is a
IV. THE TRANSACTION WOULD LIKELY SUBSTANTIALLY LESSEN COMPETITION AND UNREASONABLY RESTRAIN INTERSTATE TRADE AND COMMERCE
   A. Broadcast Television Spot Advertising Is a Relevant Product Market
   14. Broadcast television stations attract viewers through their programming, which is delivered for free over the air or retransmitted to viewers, mainly through wired cable or other terrestrial television systems and through satellite television systems. Broadcast television stations then sell advertising time to businesses that want to advertise their products to television viewers. Broadcast television "spot" advertising, which comprises the majority of a television station's revenues, is sold directly by the station itself or through its national representative on a localized basis and is purchased by advertisers who want to target potential customers in specific geographic areas. Spot advertising differs from 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.
   15. Broadcast television spot advertising possesses a unique combination of attributes that set it apart from advertising using other types of media. Television combines sight, sound, and motion, thereby creating a more memorable advertisement. Moreover, of all media, broadcast television spot advertising reaches the largest percentage of all potential customers in a particular target geographic area and is therefore especially effective in introducing and establishing the image of a product. For a significant number of advertisers, broadcast television spot advertising, because of its unique combination of attributes, is an advertising medium for which there is no close substitute. Other media, such as radio, newspapers, or outdoor billboards, are not desirable substitutes for broadcast television advertising. None of these media can provide the important combination of sight, sound, and motion that makes television unique and impactful as a medium for advertising.
   16. Like broadcast television, cable television and satellite television channels combine elements of sight, sound, and motion, but they are not a desirable substitute for broadcast television spot advertising for two important reasons. First, satellite, cable, and other landline content delivery systems do not have the "reach" of broadcast television. Typically, broadcast television can reach well-over 90% of homes in a DMA, while cable television often reaches much less, e.g., 50% or fewer of the homes in the St. Louis DMA. As a result, an advertiser can achieve greater audience penetration through broadcast television spot advertising than through cable television. Second, because cable and satellite television may offer more than 100 channels, they fragment the audience into small demographic segments. Because broadcast television programming typically has higher rating points than cable television programming, it is much easier and more efficient for an advertiser to reach its target demographic on broadcast television. Media buyers often buy cable television and satellite television not so much as a substitute for broadcast television, but rather to supplement a broadcast television message, to reach a narrow demographic with greater frequency (e.g., 18-24 year olds) or to target narrow geographic areas within a DMA. A small but significant price increase by broadcast television spot advertising providers would not be made unprofitable by advertisers switching to cable and satellite advertising.
   17. Internet-based media is not currently a substitute for broadcast television spot advertising. Although Online Video Distributors ("OVDs") such as
   18. Broadcast television stations generally can identify advertisers with strong preferences for using broadcast television advertising. Broadcast television stations negotiate prices individually with advertisers and consequently can charge different advertisers different prices. During the individualized negotiations on price and available advertising slots that commonly occur between advertisers and broadcast television stations, advertisers provide stations with information about their advertising needs, including their target audience. Broadcast television stations could profitably raise prices to those advertisers who view broadcast television as a necessary advertising medium, either as their sole means of advertising or as a necessary part of a total advertising plan.
   19. Accordingly, the sale of broadcast television spot advertising is a line of commerce under Section 7 of the Clayton Act and a relevant product market for purposes of analyzing the Transaction under Section 7 of the Clayton Act and Section 1 of the Sherman Act.
B. The St. Louis DMA Is the Relevant Geographic Market
   20. DMAs are geographic units defined by
   21. Advertisers use broadcast television stations within the St. Louis DMA to reach the largest possible number of viewers across the DMA. Some of these advertisers are located in the St. Louis DMA and need to reach customers there; others are regional or national businesses that want to target consumers in the
   22. Accordingly, the St. Louis DMA is a section of the country under Section 7 of the Clayton Act and a relevant geographic market for the sale of broadcast television spot advertising for purposes of analyzing the Transaction under Section 7 of the Clayton Act and Section 1 of the Sherman Act.
C.
   23. Broadcast television stations compete for advertisers through programming that attracts viewers to their stations. In developing their own programming and in considering the programming of the networks with which they may be affiliated, broadcast television stations try to select programs that appeal to the greatest number of viewers and also try to differentiate their stations from others in the same DMA by appealing to specific demographic groups. Advertisers, in turn, are interested in using broadcast television spot advertising to reach a large audience, as well as to reach a high proportion of the type of viewers that are most likely to buy their products.
   24. Broadcast station ownership in the St. Louis DMA is already significantly concentrated. Three stations, each affiliated with a major network, had more than 80% of gross advertising revenues in 2012, with
   25. After the Transaction, even though
   a. With the eight-year assignable option,
   b. Under its financing guarantee to Sander,
   c. Pursuant to the eight-year Shared Services Agreements, Sander will be dependent upon
Taken together, these agreements are likely to give
   26. If
   27. In addition to increasing concentration in the St. Louis DMA, the Transaction involves two stations that are close substitutes for one another in a market with limited alternatives.
   28. In the St. Louis DMA,
   29. After the Transaction, advertisers in the St. Louis DMA would likely find it more difficult to "buy around" both
   30. Accordingly, the Transaction is likely to substantially reduce competition and will restrain trade in the sale of broadcast television spot advertising in the St. Louis DMA.
1. Entry and Expansion Are Unlikely
   31. De novo entry into the St. Louis DMA is unlikely because the
   32. Other broadcast television stations in the St. Louis DMA could not readily increase their advertising capacity or change their programming sufficiently in response to a price increase by
2. The Alleged Efficiencies Do Not Offset the Harm
   33. Although Defendants assert that the Transaction would produce efficiencies, they cannot demonstrate acquisition-specific and cognizable efficiencies that would be sufficient to offset the Transaction's anticompetitive effects.
V. VIOLATIONS ALLEGED
   34.
   35. The Transaction likely would lessen competition substantially in interstate trade and commerce, in violation of Section 7 of the Clayton Act, 15 U.S.C.
   a. competition in the sale of broadcast television spot advertising in the St. Louis DMA would be lessened substantially;
   b. actual and perceived competition between
   c. the prices for spot advertising time on broadcast television stations in the St. Louis DMA would likely increase, and the quality of services likely would decline.
   36. Unless restrained, the acquisition will violate Section 1 of the Sherman Act, 15 U.S.C.
VI. REQEST FOR RELIEF
   37.
   a. that the Court adjudge the proposed acquisition to violate Section 1 of the Sherman Act, 15 U.S.C.
   b. that the Court permanently enjoin and restrain Defendants from carrying out the Transaction, or entering into any other agreement, understanding, or plan by which Belo would be acquired by
   c. that the proposed Final Judgment giving effect to the divestiture be entered by the Court after compliance with the Antitrust Procedures and Penalties Act, 15 U.S.C.
   d. that the Court award
   e. that the Court award such other relief to
Respectfully submitted,
For Plaintiff United States:
Assistant Attorney General,
Deputy Assistant Attorney General,
Director of Civil Enforcement,
Chief, Telecommunications and Media Section,
Assistant Chief, Telecommunications and Media Section
Trial Attorneys,
* Attorney of Record
Dated:
APPENDIX A
Herfindahl-Hirschman Index
   The term "HHI" means the Herfindahl-Hirschman Index, a commonly accepted measure of market concentration. The HHI is calculated by squaring the market share of each firm competing in the market and then summing the resulting numbers. For example, for a market consisting of four firms with shares of 30, 30, 20, and 20 percent, the HHI is 2,600 (30 2 + 30 2 + 20 2 + 20 2 = 2,600). The HHI takes into account the relative size distribution of the firms in a market. It approaches zero when a market is occupied by a large number of firms of relatively equal size and reaches its maximum of 10,000 points when a market is controlled by a single firm. The HHI increases both as the number of firms in the market decreases and as the disparity in size between those firms increases. Markets in which the HHI is between 1,500 and 2,500 points are considered to be moderately concentrated, and markets in which the HHI is in excess of 2,500 points are considered to be highly concentrated.
UNITED STATES DISTRICT COURT FOR THE
   UNITED STATES OF AMERICA, Plaintiff, v.
   GANNETT CO., INC.,
Case No. 1:13-cv-01984-RBW
Judge:
Filed:
COMPETITIVE IMPACT STATEMENT
   Pursuant to Section 2(b) of the Antitrust Procedures and Penalties Act ("APPA" or "Tunney Act"), 15 U.S.C.
I. NATURE AND PURPOSE OF THE PROCEEDING
   
   The United States filed a civil antitrust Complaint on
   At the same time the Complaint was filed,
   The United States and Defendants have stipulated that the proposed Final Judgment may be entered after compliance with the APPA. Entry of the proposed Final Judgment would terminate this action, except that the Court would retain jurisdiction to construe, modify, or enforce the provisions of the proposed Final Judgment and to punish violations thereof.
II. DESCRIPTION OF THE EVENTS GIVING RISE TO THE ALLEGED VIOLATION
A. The Defendants and the Proposed Transaction
1. The Defendants
   Gannett, a
2. The Proposed Transaction
   
   The Transaction, as initially agreed to by Defendants on
B. Anticompetitive Consequences of the Transaction
1. The Relevant Product
   The Complaint alleges that the sale of broadcast television spot advertising constitutes a relevant product market for analyzing this acquisition under the Clayton and Sherman Acts. Television stations attract viewers through their programming and then sell advertising time to businesses wanting to advertise their products to those television viewers. Broadcast television "spot" advertising is purchased by advertisers seeking to target potential customers in specific geographic markets. It differs from network and syndicated television advertising, which are sold on a nationwide basis by major television networks and by producers of syndicated programs and are broadcast in every market where the network or syndicated program is aired.
   Broadcast television spot advertising possesses a unique combination of attributes that sets it apart from advertising using other types of media. Television combines sight, sound, and motion, thereby creating a more memorable advertisement. Broadcast television spot advertising reaches the largest percentage of potential customers in a targeted geographic market and is therefore especially effective in introducing and establishing a product's image.
   Because of this unique combination of attributes, broadcast television spot advertising has no close substitute for a significant number of advertisers. Cable television spot advertising and Internet-based video advertising lack the same reach; radio spots lack the visual impact; and newspaper and billboard ads lack sound and motion, as do many internet search engine and Web site banner ads. Through information provided during individualized price negotiations, stations can readily identify advertisers with strong preferences for using broadcast television advertising and ultimately can charge different advertisers different prices. Consequently, a small but significant increase in the price of broadcast television spot advertising is unlikely to cause enough advertising customers to switch enough advertising purchases to other media to make the price increase unprofitable.
2. The Relevant Market
   The Complaint alleges that the St. Louis DMA constitutes a relevant geographic market for analyzing this acquisition under the Clayton and Sherman Acts. DMAs are geographic units defined by
3. Harm to Competition in the St. Louis DMA
   The Complaint alleges that the Transaction likely would lessen competition substantially in interstate trade and commerce, in violation of Section 7 of the Clayton Act, 15 U.S.C.
   FOOTNOTE 1 Using the Herfindahl-Hirschman Index ("HHI"), a standard measure of market concentration, the post-acquisition HHI (combining
   
   After the Transaction closes,
   1. Through the eight-year assignable option, which gives
   2. Through the financing guarantee, which requires
   3. Through the eight-year Shared Services Agreements, Sander will be dependent on a competitor for key services that Sander needs to run
In sum, the sale of
   Currently,
   a. Competition in the sale of broadcast television spot advertising in the St. Louis DMA likely would be lessened substantially;
   b. Actual and perceived potential competition between
   c. Prices for spot advertising time on television stations in the St. Louis DMA likely would increase, and the quality of services likely would decline.
After the Transaction, a significant number of St. Louis DMA advertisers would not be able to reach their desired audiences with equivalent efficiency without advertising on stations controlled or significantly influenced by
4. Lack of Countervailing Factors
   The Complaint alleges that entry or expansion in the St. Louis DMA broadcast television spot advertising market would not be timely, likely, or sufficient to prevent anticompetitive effects. New entry in the St. Louis DMA is unlikely since a new station would require an
III. EXPLANATION OF THE PROPOSED FINAL JUDGMENT
   The divestiture requirement of the proposed Final Judgment will eliminate the anticompetitive effects of the Transaction in the St. Louis DMA by maintaining
   The "Divestiture Assets" are defined in Paragraph II.G of the proposed Final Judgment to cover all assets used primarily in the operation of
   To ensure that
   Defendants are required to take all steps reasonably necessary to accomplish the divestiture quickly and to cooperate with prospective purchasers. Because transferring the
   If the divestiture does not occur within this prescribed timeframe, the proposed Final Judgment provides that the Court, upon application of
IV. REMEDIES AVAILABLE TO POTENTIAL PRIVATE LITIGANTS
   Section 4 of the Clayton Act, 15 U.S.C.
V. PROCEDURES AVAILABLE FOR MODIFICATION OF THE PROPOSED FINAL JUDGMENT
   The United States and Defendants have stipulated that the proposed Final Judgment may be entered by the Court after compliance with the provisions of the APPA, provided that
   The APPA provides a period of at least sixty (60) days preceding the effective date of the proposed Final Judgment within which any person may submit to
   Written comments should be submitted to:
The proposed Final Judgment provides that the Court retains jurisdiction over this action, and Defendants may apply to the Court for any order necessary or appropriate for the modification, interpretation, or enforcement of the Final Judgment.
VI. ALTERNATIVES TO THE PROPOSED FINAL JUDGMENT
   The United States considered, as an alternative to the proposed Final Judgment, a full trial on the merits against Defendants.
VII. STANDARD OF REVIEW UNDER THE APPA FOR THE PROPOSED FINAL JUDGMENT
   The Clayton Act, as amended by the APPA, requires that proposed consent judgments in antitrust cases brought by
   (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.
   FOOTNOTE 2 The 2004 amendments substituted "shall" for "may" in directing relevant factors for 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.
   As the
   [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). /3/ 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
   FOOTNOTE 3 Cf. 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");
   Courts have greater flexibility in approving proposed consent decrees than in crafting their own decrees following a finding of liability in a litigated matter. "[A] proposed decree must be approved even if it falls short of the remedy the court would impose on its own, as long as it falls within the range of acceptability or is `within the reaches of public interest.' "
   Moreover, the court's role under the APPA is limited to reviewing the remedy in relationship to the violations that
   In its 2004 amendments,
   FOOTNOTE 4 See United States v.
VIII. DETERMINATIVE DOCUMENTS
   There are no determinative materials or documents within the meaning of the APPA that were considered by
Dated:
Respectfully submitted,
/s/
Trial Attorneys,
* Attorney of Record
UNITED STATES DISTRICT COURT FOR THE
   UNITED STATES OF AMERICA, Plaintiff, v.
Case No. 1:13-cv-01984-RBW
Judge:
Filed:
CERTIFICATE OF SERVICE
   I,
Counsel for
Counsel for
Counsel for
/s/
Attorney,
*Attorney of Record
UNITED STATES DISTRICT COURT FOR THE
   UNITED STATES OF AMERICA, Plaintiff, v.
Case No. 1:13-cv-01984-RBW
Judge:
Filed:
PROPOSED FINAL JUDGMENT
   WHEREAS, plaintiff,
   AND WHEREAS, Defendants have agreed to be bound by the provisions of this Final Judgment pending its approval by the Court;
   AND WHEREAS, the essence of this Final Judgment is the prompt and certain divestiture of certain rights and assets by the Defendants to assure that competition is not substantially lessened;
   AND WHEREAS,
   AND WHEREAS, Defendants have represented to
   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 hereby ORDERED, ADJUDGED, AND DECREED:
I. JURISDICTION
   This Court has jurisdiction over each of the parties hereto and over the subject matter of this action. The Complaint states a claim upon which relief may be granted against Defendants under Section 1 of the Sherman Act, and Section 7 of the Clayton Act, as amended, 15 U.S.C. SUBSEC 1 and 18.
II. DEFINITIONS
   As used in this Final Judgment:
   A. "Acquirer" means the entity to which the Defendants divest the Divestiture Assets.
   B. "
   C. "Belo" means defendant
   D. "Sander" means defendant
   E. "DMA" means Designated Market Area as defined by
   F. "
   G. "Divestiture Assets" means all of the assets, tangible or intangible, used in the operation of
   H. "Transaction" means the merger and acquisition contemplated by the Agreement and Plan of Merger, dated
   I. "Shared Services Agreement" means the Shared Services Agreement between
III. APPLICABILITY
   A. This Final Judgment applies to
   B. If, prior to complying with Sections IV and V of this Final Judgment, Defendants sell or otherwise dispose of all or substantially all of their assets or of lesser business units that include the Defendants' Divestiture Assets, they shall require the purchaser to be bound by the provisions of this Final Judgment. Defendants need not obtain such an agreement from the Acquirer of the assets divested pursuant to the Final Judgment.
IV. DIVESTITURES
   A. Defendants are ordered and directed to divest the Divestiture Assets to an Acquirer acceptable to
   B. In accomplishing the divestiture ordered by this Final Judgment, Defendants promptly shall make known, by usual and customary means, the availability of the Divestiture Assets. Defendants shall inform any person making inquiry regarding a possible purchase of the Divestiture Assets that they are being divested pursuant to this Final Judgment and provide that person with a copy of this Final Judgment. Defendants shall furnish to all prospective Acquirers, subject to customary confidentiality assurances, all information and documents relating to the Divestiture Assets customarily provided in a due diligence process, except such information or documents subject to the attorney-client privilege or work-product doctrine. Defendants shall make available such information to
   C. Defendants shall provide the Acquirer and
   D. Defendants shall permit prospective acquirers of the Divestiture Assets to have reasonable access to personnel and to make inspections of the physical facilities of
   E. Defendants shall warrant to the Acquirer that each asset will be operational on the date of sale.
   F. Defendants shall not take any action that will impede in any way the permitting, operation, or divestiture of the Divestiture Assets.
   G. Defendants shall warrant to the Acquirer that there are no material defects in the environmental, zoning, or other permits pertaining to the operation of each asset, and that following the sale of the Divestiture Assets, Defendants will not undertake, directly or indirectly, any challenges to the environmental, zoning, or other permits relating to the operation of the Divestiture Assets.
   H. Unless
   (1) shall be made to an Acquirer that, in
   (2) shall be accomplished so as to satisfy
V. APPOINTMENT OF TRUSTEE
   A. If the Defendants have not divested the Divestiture Assets within the time period specified in Paragraph IV(A), Defendants shall notify
   B. If (a) the Defendants have not divested the Divestiture Assets within the time period specified by Paragraph IV(A), or (b)
   C. After the appointment of a trustee becomes effective, only the trustee shall have the right to sell the Divestiture Assets. The trustee shall have the power and authority to accomplish the divestiture to an Acquirer, and in a manner acceptable to
   D. Defendants shall not object to a sale by the trustee on any ground other than the trustee's malfeasance. Any such objection by Defendants must be conveyed in writing to
   E. The trustee shall serve at the cost and expense of
   F. Defendants shall use their best efforts to assist the trustee in accomplishing the required divestiture. The trustee and any consultants, accountants, attorneys, and other persons retained by the trustee shall have full and complete access to the personnel, books, records, and facilities of the business to be divested, and Defendants shall develop financial and other information relevant to such business as the trustee may reasonably request, subject to reasonable protection for trade secret or other confidential research, development or commercial information. Defendants shall take no action to interfere with or to impede the trustee's accomplishment of the divestiture.
   G. After its appointment, the trustee shall file monthly reports with
   H. If the trustee has not accomplished the divestiture ordered under this Final Judgment within six (6) months after its appointment, the trustee shall promptly file with the Court a report setting forth: (1) the trustee's efforts to accomplish the required divestiture, (2) the reasons, in the trustee's judgment, why the required divestiture has not been accomplished, and (3) the trustee's recommendations. To the extent that such report contains information that the trustee deems confidential, such report shall not be filed in the public docket of the Court. The trustee shall at the same time furnish such report to
VI. NOTICE OF PROPOSED DIVESTITURE
   A. Within two (2) business days following execution of a definitive divestiture agreement, Defendants or the trustee, whichever is then responsible for effecting the divestiture required herein, shall notify
   B. Within fifteen (15) calendar days of receipt by
   C. Within thirty (30) calendar days after receipt of the notice or within twenty (20) calendar days after
VII. FINANCING
   Defendants shall not finance all or any part of any purchase made pursuant to Section IV or V of this Final Judgment.
VIII. HOLD SEPARATE
   Until the divestiture required by this Final Judgment has been accomplished, Defendants shall take all steps necessary to comply with the Hold Separate Stipulation and Order entered by this Court. Defendants shall take no action that would jeopardize the divestiture ordered by this Court.
IX. AFFIDAVITS
   A. Within twenty (20) calendar days of the filing of the Complaint in this matter, and every thirty (30) calendar days thereafter until the divestiture has been completed under Section IV or V of this Final Judgment, Defendants shall deliver to
   B. Within twenty (20) calendar days of the filing of the Complaint in this matter, each Defendant shall deliver to
   C. Defendants shall keep all records of all efforts made to preserve and divest the Divestiture Assets until one year after such divestiture has been completed.
X. COMPLIANCE INSPECTION
   A. For the purposes of determining or securing compliance with this Final Judgment, or of any related orders such as the Hold Separate Stipulation and Order, or of determining whether the Final Judgment should be modified or vacated, and subject to any legally recognized privilege, from time to time duly authorized representatives of the
   (1) access during Defendants' office hours to inspect and copy, or at the option of
   (2) to interview, either informally or on the record, Defendants' 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 Defendants.
   B. Upon the written request of an authorized representative of the Assistant Attorney General in charge of the
   C. No information or documents obtained by the means provided in this section shall be divulged by
   D. If at the time information or documents are furnished by Defendants to
XI. NO REACQUISITION OR OTHER PROHIBITED ACTIVITIES
   Defendants may not (1) reacquire any part of the Divestiture Assets, (2) acquire any option to reacquire any part of the Divestiture Assets or to assign the Divestiture Assets to any other person, (3) enter into any local marketing agreement, joint sales agreement, other cooperative selling arrangement, or shared services agreement, or conduct other business negotiations jointly with the Acquirer with respect to the Divestiture Assets, or (4) provide financing or guarantees of financing with respect to the Divestiture Assets, during the term of this Final Judgment. The shared services prohibition does not preclude Defendants from continuing or entering into agreements in a form customarily used in the industry to (1) share news helicopters or (2) pool generic video footage that does not include recording a reporter or other on-air talent.
XII. 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.
XIII. EXPIRATION OF FINAL JUDGMENT
   Unless this Court grants an extension, this Final Judgment shall expire ten (10) years from the date of its entry.
XIV. 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
Date:
Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C.
United States District Judge
[FR Doc. 2013-31182 Filed 12-27-13;
BILLING CODE P
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