John R. Read, Chief, Litigation III Section, Antitrust Division
Lee J. Lofthus, Assistant Attorney General, Administration
U.S. Department of Justice
Justice Management Division
Robert F. Kennedy Building
950 Pennsylvania Ave., N.W. Room 1111
Washington, D.C. 20530
As former employees and current readers of The Salt Lake Tribune, we respectfully request an investigation into the 2013 amendments to the Joint Operating Agreement between MediaNews Group, Inc. and Deseret News Publishing Co. The changes threaten to undermine an important journalistic voice in Utah's unique marketplace of ideas, represent an intolerable consolidation of news media ownership here, and violate the spirit and letter of the Newspaper Preservation Act.
Over the mast of The Salt Lake Tribune are the words "Utah's Independent Voice Since 1871." The changes to the Joint Operating Agreement would threaten the newspaper's independence and give too much control of The Tribune to the competing Deseret News Publishing Co. and its owner, The Church of Jesus Christ of Latter-day Saints.
For decades, Utah readers have looked to The Tribune as a source of information not unduly influenced by the LDS Church, which wields considerable control over so much of political and social life in the Intermountain West. Although the JOA changes contain reassuring language promising a commitment to the editorial independence and financial strength of both newspapers, the actual provisions are alarming.
The Newspaper Preservation Act states that "it is the public policy of the United States to preserve the publication of newspapers in any city, community, or metropolitan area where a joint operating arrangement has been heretofore entered into because of economic distress." In Salt Lake City, where a JOA has been in place for six decades, the newspaper in "economic distress" was the Deseret News. Even today, with the existential challenges facing all mainstream media, The Tribune has remained the stronger newspaper both editorially and financially.
The JOA changes would reverse the positions of the newspapers, weakening The Tribune immediately with the sale of assets and into the future by apportioning it only 30 percent of profits henceforth, with 70 percent going to the Deseret News. (Previously, 58 percent of revenues were accorded to The Tribune.) The revised JOA, thus, would have the perverse effect of creating economic distress in a community's profitable and respected newspaper.
In a market where LDS Church-owned Bonneville International dominates broadcast media, the proposed changes to the newspapers1 JOA represent yet further consolidation of news media ownership. The changes would give the Deseret News a three-to-two majority on the board of MediaOne of Utah, the entity created by the JOA to handle advertising, printing and distribution of both newspapers. If the changes lead to the reduction or termination of The Tribune1s print editions, with a focus on the less profitable and arguably less visible digital publication, the problem of media consolidation in Utah likely will be exacerbated.
The changes could weaken The Tribune to the point where it cannot be financially viable going forward under different ownership. The profit split in the amendments would, of course, deter potential investors from purchasing the newspaper. Upon information and belief, a group recently sought to buy The Tribune, but were rebuffed. (The longstanding Joint Operating Agreement, as well as the proposed amended agreement, gives Deseret News Publishing Co. veto power over any purchase of The Tribune.) A purchase by the rebuffed investors would not raise the sort of antitrust issues implicated in the amended JOA submitted for your review last week.
Finally, the changes are so expansive as to represent an entirely new Joint Operating Agreement and are not merely "amendments." As such, we believe it should receive more exacting review by your department. The owners of The Tribune and Deseret News sought to make these changes without publicity and many important terms of the deal remain confidential.
A fuller disclosure would allow Utahns, who likely currently regard these developments as merely a complicated business deal, the information they need to assess whether the amended Joint Operating Agreement would leave them with a radically hobbled newspaper source.
Please do not construe our concerns as expressions of religious intolerance. A great many Tribune readers are good and faithful members of the LDS Church. This letter simply states our fears that such a large transfer of Tribune value to its historic competitor for cash (that will immediately flow out of state to retire a hedge fund's massive debt) will leave those readers without the independent news source they and the wider community have relied upon for decades.
We appreciate your consideration of this matter. Please do not hesitate to call upon us if you need anything.