Sinclair Broadcast Group responded to FCC Chairman Ajit Pai’s Monday announcement of plans to refer the broadcast giant’s merger with Tribune Media for administrative review, saying the company was “shocked” by the news and had in no way misrepresented the deal.

In a statement released earlier in the day announcing the draft hearing designation order, Pai said, “The evidence we’ve received suggests that certain station divestitures that have been proposed to the FCC would allow Sinclair to control those stations in practice, even if not in name, in violation of the law.”  

Reuters viewed the draft order, which has not been released, and said it noted possible “misconduct” on Sinclair’s part, as well as potential deception in regards to the broadcaster’s application to the FCC for approval to buy Tribune. 

In a lengthy statement, Sinclair strongly denied the allegations and said it has been “completely transparent about every aspect of the proposed transaction.”

“Sinclair was shocked and disappointed today by the news that FCC Chairman Pai was circulating an order proposing to designate our acquisition of Tribune for an administrative hearing,” Sinclair said. “Although the actual Hearing Designation Order (HDO) has not yet been released, press reports indicate that a leaked version of the HDO suggests that Sinclair may have engaged in misrepresentation or lack of candor. To the extent that the HDO does in fact include any such allegations, we deny such allegations in the strongest possible manner.”

Sinclair went on to say that it had several meetings with the FCC’s Media Bureau throughout the regulatory review process, “to make sure that they were fully aware of the transaction’s structure and basis for complying with FCC rules and meeting public interest obligations.”

The company went on to indicate that it gave full disclosure about relationships with buyers who planned to purchase Sinclair’s divested stations.

“We have fully identified who the buyers are and the terms under which stations would be sold to such buyer, including any ongoing relationship we would have with any such stations after the sales. We have filed all relevant agreements documenting such terms as required by FCC rules,” the statement read.

Sinclair appeared ready to address issues the FCC may have with sale agreements for those stations, but reiterated it had not deceived the commission during the review process.

“While we understand that certain parties which oppose the transaction object to certain of the buyers based on such buyers’ relationships with Sinclair, a situation we are prepared to address if the FCC agrees with such views, at no time have we misled the FCC in any manner whatsoever with respect to the relationships or the structure of those relationships proposed as part of the Tribune acquisition. Any suggestion to the contrary is unfounded and without factual basis.”

“We are prepared to resolve any perceived issues and look forward to finalizing our acquisition of Tribune Media. The proposed merger of Sinclair Broadcast Group and Tribune Media will create numerous public interest benefits and help move the broadcast industry forward at a time when it is facing unprecedented challenges. We look forward to working with regulators to make the merger a reality,” the statement concluded.

Tribune on Tuesday also put out a statement saying it was disappointed by Pai’s decision, but would review the hearing designation order when it’s released and intends to work with the FCC to address any concerns.

“Until we have reviewed the order it is difficult to explain the potential issues it might create for the transaction,” the Tribune statement said. “Fortunately, Tribune’s operations have been strong since 2018 and our team has done a terrific job of maximizing the value of the business through this extended regulatory approval process.”

Sinclair’s proposed $3.9 billion deal would see it absorb 42 Tribune stations in markets like New York and Chicago, bringing the company’s national total to more than 200 stations.

Pai’s announcement was met with praise by both industry groups and by FCC Commissioner Jessica Rosenworcel.

Rosenworcel released a statement saying, “As I have noted before, too many of this agency’s media policies have been custom built to support the business plans of Sinclair Broadcasting. With this hearing designation order, the agency will finally take a hard look at its proposed merger with Tribune. This is overdue and favoritism like this needs to end.”

The American Cable Association, an industry group that has long been a vocal critic of the deal, was unsurprisingly pleased with Pai’s decision, noting in a statement that from the beginning the group has voiced concerns over numerous harms to consumers. 

“The American Cable Association applauds FCC Chairman Pai for seeking the support of the other Commissioners to refer the Sinclair-Tribune transaction and the associated station sales to Fox and others to an Administration Law Judge, an action that’s understood to signal the Commission’s disapproval of the deal,” ACA President and CEO Matthew Polka said in a statement. “It’s well past time for Sinclair to realize that its effort to engage in massive media consolidation has failed and that it should withdraw the transaction without delay so the FCC no longer needs to devote any of its limited resources to a doomed endeavor.”