Public interest organizations disapproved of the use of AMAs for virtual duopolyes that circumvent FCC rules because of their impact on the broadcasting industry, particularly the results of consolidation through the irregular use of AMLs. [10] [11] In markets where duopolys are not legally possible, a company may choose to form one by acquiring a broadcaster`s “unlicensed” assets (such as its physical facilities, programming rights and other intellectual property rights) and selling the license itself to a third-party sidecar company (often associated with the buyer); who in turn enters into an AML or similar agreement with the lead partner. Due to the FCC`s restrictions on station ownership at the time (which prevented the co-ownership of several radio stations), local radio marketing agreements were prevalent between the 1970s and the early 1990s, when a smaller station sold all of its broadcast time to a third party. [4] These alliances have given major broadcasters the opportunity to expand their reach. and small broadcasters a way to obtain a stable source of revenue. [4] In 1992, the FCC began allowing broadcasters to own multiple radio stations in a single market. As a result of these changes, local marketing agreements for radio fell largely out of favor, as it was now possible for broadcasters to simply buy another station directly instead of renting it, triggering a wave of mass consolidation in the radio industry. [4] However, broadcasters have always used local marketing arrangements to facilitate the transition of acquired broadcasters to their new owners. [4] The screen rate replacement clause (the “screen rate replacement clause”) provides a mechanism for the parties to a syndicated facility agreement to agree on a replacement reference rate using a lower consent threshold than would otherwise have been the case (a majority of lenders and not all lenders). Since May 2018, a version of the screen rate replacement clause is available specifically for the libor transition. The current version of the clause (which has been included in the form agreements recommended by LMA since February 2020) is the version published by the AML in December 2018. The parties should carefully consider their preferred approach – whether they prefer to (i) use the two-step process and enter into a selection agreement in which the agent and the borrowers/debtors would enter into the relevant amendment agreement to implement the RFR, or (ii) complete a one-step process and agree and implement the relevant changes in accordance with an amendment agreement between all parties. This article discusses the development available to a lender documenting a new or refinanced facility.
However, this is, of course, only part of the bigger picture. Lenders will continue to have the essential task of negotiating with each of their borrowers an existing LIBOR benchmark loan in order to reach an agreement on an alternative replacement benchmark rate before the end of 2021. The documentary solutions available to support this process of change will undoubtedly be more important in the coming months. The increased scrutiny imposed by the FCC with respect to local marketing, joint services, and joint sales agreements has led to more drastic measures by broadcasters attempting to use them in acquisitions. In 2014, two broadcasters stated their intention to completely close the acquired stations and consolidate their multicast programming on existing stations, rather than trying to use sidecars and sharing agreements or sell them to other parties who would take full responsibility for their day-to-day operations. [98] [99] Am 11. In September 2020, the AML published a “draft” of a multi-currency rate change agreement using the Lookback-without Observation Shift methodology. The AML is currently seeking comments on this document. Some of these terms appear in optional tabs that can be added to investment quality agreements, but none are included in basic investment quality agreements. The gannett Company`s acquisition of Belo in 2013 was challenged by organizations such as the American Cable Association and Free Press because Gannett planned to use LMAs and two shell companies owned by former Executives of Belo and Fisher Communications (Sander Media and Tucker Operating Co., respectively) to circumvent FCC restrictions on newspapers in Louisville, Phoenix, Portland, Oregon and Tucson. Although Gannett claimed the deals were legal, Free Press President Craig Aaron said that “the FCC should not let Gannett break the rules. The consolidation of the media leads to fewer journalists in the newsroom and fewer opinions in the ether.
The concentration of media in the hands of a few companies only benefits the companies themselves. The deal would have given Gannett a virtual trio in Phoenix, consisting of its NBC station KPNX, independent broadcaster KTVK and CW subsidiary kasW. In Tucson, FOX subsidiary KMSB and MyNetworkTV subsidiary KTTU were already operated by KOLD-TV, Raycom Media`s subsidiary at CBS, under a joint services agreement owned by Belo, but Gannett would continue to make promotional sales for the stations. [61] The selection agreement aims to support market participants in the transition to existing credit agreements and to streamline the process of transition to DFRs by using the same form of agreement for different transactions. The selection agreement allows the parties to agree on the applicable alternative composite RFR and other relevant conditions regarding the use of those composite RFRs in relation to their former syndicated credit transactions. Sinclair`s use of local marketing agreements led to legal problems in 1999 when Glencairn, Ltd. (now restructured into Cunningham Broadcasting) announced that it would acquire KOKH-TV, Fox`s Oklahoma City, Oklahoma subsidiary, from Sullivan Broadcasting; Glencairn subsequently announced its intention to sell five of its 11 existing stations operated by Sinclair as part of LMA directly to that company. .
