A Sinclair-Scripps Deal Reality Check

The proposed merger between Sinclair Broadcast Group and E.W. Scripps is far more than a bid for scale. On paper, it would instantly create one of the nation’s most powerful local-television conglomerates — an operator with sprawling multicast holdings, formidable retransmission leverage, and something close to a de facto national news platform.

Yet beneath that surface logic lies a tangle of structural, regulatory, and reputational hazards. The transaction would fuse Scripps’s broadly respected, community-oriented operations with Sinclair’s long-standing record of political, operational, and financial controversy — raising serious questions about what, exactly, this new broadcasting giant would stand for.

The National Cap - And Local Market Conflicts

Even with the FCC now openly reconsidering its media-ownership rules — hinting at everything from a higher national cap to loosened duopoly restrictions — the Sinclair–Scripps merger runs headlong into the realities of the framework that exists today. Under current law, the FCC’s 39% national ownership limit represents a near-insurmountable barrier. A combined Sinclair–Scripps portfolio would surpass that cap even with the still-functioning (and logic-defying) UHF discount. If the agency were to curtail that discount, as it has repeatedly signaled it may, the merged company’s theoretical national reach would balloon even further. Until new rules are formally adopted — and that could take months or years — any attempted consolidation of this size would be attempting to thread a regulatory needle that may not exist. (See also/more egregiously: Nexstar-TEGNA.)

And the national cap is only the beginning. Local-market rules remain the FCC’s most robust tool for preserving content diversity, and even ongoing talk of “modernization” cannot erase the clear conflicts in markets where Sinclair and Scripps already overlap. Three examples make the point unavoidable:

  • Cincinnati: Sinclair’s WKRC (CBS) and Scripps’s WCPO (ABC) are both entrenched top-four stations, and Cincinnati simply does not have enough independent voices to allow common ownership under the FCC’s long-standing tests. The top-four prohibition and the eight-voices test together make this combination structurally impossible. To proceed, the merged company would have to divest a premier CBS affiliate — a strategically painful and financially irrational step.

  • Baltimore: Sinclair’s Baltimore cluster is unusually concentrated: WBFF (Fox), WNUV (CW), and WUTB, a MyNetworkTV affiliate that simulcasts all of WBFF’s local news. Adding Scripps’s WMAR (ABC) would create a four-station footprint with two Big Four network affiliations and a secondary outlet closely tied to a major network affiliate. FCC rules limit ownership to two full-power stations per market and discourage consolidation across multiple major networks. Baltimore also underscores the retransmission-consent dilemma: signals controlling both Fox and ABC, plus a network-adjacent station effectively extending Fox’s local brand reach, would give the combined company outsized leverage over MVPDs — precisely the type of market power regulators have flagged as concerning since Sinclair’s ill-fated attempt to acquire Tribune Media back in 2018.

  • Nashville: The situation in Music City presents an even more unusual challenge. Sinclair owns WZTV, the Fox affiliate; WUXP, the MyNetworkTV station; and WNAB, where the ROAR multicast network has been elevated to the primary .1 channel — an unusual move that gives a typically secondary “diginet” full-power prominence. (Sinclair has also elevated ROAR to .1 status in eight other markets.) Adding Scripps’s WTVF (CBS) would consolidate two major-network affiliations, an MNT outlet, and a high-visibility multicast service under one owner in a market that does not have enough independent broadcast voices to support such clustering. The FCC’s top-four prohibition and eight-voices test would almost certainly force at least one divestiture to bring the combined footprint back within regulatory bounds.

Sinclair’s Checkered History

These structural risks are magnified by Sinclair’s operational, editorial, and regulatory record. The company’s history is defined by centralized ideological control, aggressive ownership maneuvers, and financial overextension — a pattern that becomes far more consequential if the merged entity becomes the dominant steward of not one but two Big Four networks.

Sinclair already owns more Fox affiliates than any other broadcaster, giving it outsized influence over one major network’s programming. Adding Scripps’s ABC stations would make the combined company the nation’s largest ABC affiliate owner as well — an unprecedented concentration of dual-network influence. September’s Jimmy Kimmel Live! incident, in which Sinclair preempted the show across all its ABC affiliates, demanded an apology from Kimmel, and conditioned reinstatement on a donation to Turning Point USA, illustrates the stakes. This was not an isolated programming dispute; it was a demonstration of how Sinclair can use its affiliated-station portfolio to enforce ideological preferences. Extending that leverage across two major networks would raise serious concerns about editorial independence and viewpoint neutrality.

Sinclair’s reliance on “sidecar” entities (e.g., Cunningham Broadcasting, Deerfield Media, Rincon Broadcasting, etc.) to operate stations it cannot legally own persists despite a 2001 FCC fine for improper control. A merger of this scale would draw renewed scrutiny and could force divestitures, particularly in markets where sidecars already strain regulatory limits.

Financial overreach adds another layer of risk. Sinclair carries roughly $4.1 billion in debt (Q3 2025) with limited liquidity (~$1.2 billion). Its recent history includes high-stakes gambles gone awry — the failed Tribune Media acquisition and Diamond Sports bankruptcy. A post-merger integration would almost certainly involve newsroom consolidation, layoffs, and aggressive cost-cutting, jeopardizing Scripps’s long-acknowledged local news reputation.

Sinclair’s technological ambitions further complicate matters. Its heavy investment in ATSC 3.0 and associated patents positions the company to accelerate rollout across its station portfolio while monetizing device royalties. Regulators may view this dual role — as broadcaster and patent-holder — as an antitrust and consumer-welfare risk.

Squinting To Find Potential Upsides

Scripps brings operational discipline, credible local-news brands, and expertise integrating multicast networks. The combined company could realize operational efficiencies: streamlined back-end functions, expanded advertising reach, stronger retransmission-consent leverage, and improved multicast distribution. On paper, these benefits are tangible.

But efficiencies do not erase structural or behavioral risks. National-cap violations, top-four conflicts, and sidecar entanglements exist today, and clearly run afoul of today’s clearly defined FCC rules. Assuming those rules were to meaningfully change, the question of Sinclair’s history of ideological interventions, aggressive cost-cutting, and high-risk financial maneuvers would still linger.

The Bottom Line

This is far from a routine acquisition. Even with potential national-cap relief, the Sinclair–Scripps deal faces hard local regulatory conflicts in markets such as Cincinnati, Baltimore, and Nashville. Combined with a corporate culture prone to political activism, financial overextension, and regulatory brinkmanship, it represents a high-risk consolidation of US local television.

For regulators, approval should require more than simple divestitures. It should include enforceable commitments on editorial independence, protection for local newsrooms, and full transparency on — or even eliminations of — convoluted sidecar arrangements. Without such safeguards, a merged Sinclair–Scripps entity would wield unprecedented scale, control two of the Big Four networks, and influence local journalism, political messaging, and technological adoption in ways that will most certainly conflict with the “public interest.”

Tim Hanlon

Tim Hanlon is the Founder & CEO of the Chicago-based Vertere Group, LLC – a boutique strategic consulting and advisory firm focused on helping today’s most forward-leaning media companies, brands, entrepreneurs, and investors benefit from rapidly changing technological advances in marketing, media and consumer communications.

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