INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 SUPREME COURT COUNTY OF OF THE NEW YORK OF STATE NEW YORK .___-----_____-__________________-----_______, MARSHALL BROADCASTING GROUP, INC. Index No. Plaintiff(s), -againstNEXSTAR BROADCASTING, INC. _efendant ..____________________-_______ To the above named Date Index the complaint Purchased: No. April 3, 2019 s Defendant(s) NEXSTAR BROADCASTING, INC. 545 E. John Carpenter Freeway, Suite 700 Irving, TX 75062 You a copy of a notice this by Dated: answer, is or, in case for basis of your the is to answer complaint not day not served service (or in this and summons, to serve to serve 20 days after the service of 30 days after the service is or answer, to appear action this within delivered personally in with within attorney of demanded iS is Plaintiffs the failure relief of venue the the of summons this if on exclusive default The summoned appearance, if and York); which hereby summons, complete you are of your to you within judgment will the State be taken of New against complaint. the Defendant's affirmative submission to venue in New York County found in Defendant's Güªrªñt÷÷ of Plaintiff's payment of lenders to the credit facility used to purchase Plaintiff's TV stations Armonk, New York April 3, 2019 Boies Schiller Flexner LLP by ÛA/tO /S} David Boles Attorneys for hv© Plaintiff MARSHALL BROADCASTING GROUP, INC. 333 Main Street Armonk, New York 10504 (914) 749-8200 1 of 31 INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 SUPREME COURT MARSHALL BROADCASTING GROUP, THE OF COUNTY NEW YORK OF STATE NEW YORK OF INC., Case No. Jury Trial Plaintiff, v. NEXSTAR BROADCASTING, Demanded INC., Defendant. COMPLAINT Plaintiff Marshall personal knowledge matters. Plaintiff's information of its undersigned investigation 1. the wanted to sell rules "Commission") acquisition of various knew Nexstar would further commercial that the the FCC's television own belief is a small, it bought largest those its alleges ("MBG") acts and information upon is based on, the among other based following belief and the things, upon as to all other independent counsel. that second and and MBG stations of the subsidiary never as to itself Plaintiff television three Group Broadcasting from operator but stations, Nexstar was other television FCC would longstanding minority-owned Defendant required Nexstar on of in the so in order chose a sale increasing stations. 2 of 31 owns United approval as the diversity buyer a ("Nexstar"), States. to a minority-owned ethnic operates Nexstar ("FCC" Commission to obtain MBG and Inc. Broadcasting, Communications to do favorably objective stations Federal stations. look Nexstar of television under which company, of or its because entity as it in ownership of INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 2. hoped Nexstar that it would subsequently modified so, Nexstar conceived stations sale actions and so that or from MBG 3. that the to reacquire were bankruptcy intended be able regulations television never Nexstar executed has and MBG that stations be able would took MBG Plaintiff minority-owned business KMSS-TV ("KPEJ"); that in no that the but as a result of stations MBG and at a fire of Nexstar's to do those either cheaply, sell to if FCC be in position it would of it Rather, MBG with operations choice in furtherance three sale three in a price. scheme and Texas. MBG Odessa, Texas the it. PARTIES organized television Louisiana Shreveport, the divestiture. parked ensure to acquire harm is a corporation owns it had To have THE 4. that to hobble substantial agents to be a permanent or relaxed. would suffered its the a scheme Nexstar an transaction under stations: the KPEJ-TV in KLJB and ("KMSS"); of laws in Davenport, is a Iowa ("KLJB"). 5. principal Nexstar stations all $2.7 of place company, of Defendant across U.S. the business Media United Nexstar is a corporation is in Irving, Group, Inc., States. Texas. which This household television-viewing Nexstar and Nexstar report the net of a publicly operates Media a total of Delaware. laws is a subsidiary or indirectly directly enables under organized Group 174 to reach revenue for traded television almost 2018 Its 39 perceñt of more than billion. AND JURISDICTION 6. affirmatively This submitted Court enjoys to this personal Court's jurisdiction jurisdiction VENUE over in any 2 3 of 31 Nexstar actions because arising out Nexstar of or relating to INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 Nexstar's agreements MBG's to fund purchase 7. the of submitted Guarantee stations in New York in New to venue vibrant find York History 8. At with of Far mission United States, a rapid, efficient, industry suffers out minorities to CPLR actions § 501 because out arising Nexstar or relating of to the ideas, Americañ only their people are The system of ideas to the United States. government to debate able extent system the however, to the In public. the the lies Through of the issues ability a and day them. facing marketplace, manner Outlets republican to communicate problems other any Of Media that barriers public surrounding of do entry not debate operate to exclude view. that of lenders by Agreements"). pursuant in any provided ALLEGATIONS States' United of view to the Like FCC's shut of solutions 10. airwaves facilities "Guarantee County Ownership of the points in an efficient operates policy heart disparate 9. points Of Minority the marketplace best credit Agreements. A. the (the County FACTUAL of those of the repayment its television is proper Venue affirmatively MBG's to guarantee from serve as the to make have backbone the ranks been of the national an historic of out FCC American the of media of the 47 U.S.C. local media and, media. 3 4 of 31 system. "to the all Despite the the American Indeed, despite markets, racial consequently, public the the of the people national religion, § 151, the regulating available color, owners. minority ownership with communications of race, basis in is charged system world-wide," of viewpoints broadcast shut on dearth diversity the communications and Nation-wide, from theory, discrimination without maiñtaiñing of the political mere or sex, origin, broadcast FCC's minorities viewpoints stated have been of racial INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 11. Facilities" Broadcast minority audience minority viewpoints "coñipelled in the to all also to observe broadcast of the enriches is a key and viewing educates objective not on Policy that media. serves and of "Statemcñt views the situation listening public. minorities is detrimental and the non-minority only of the Communications owñêrship in the of the Act the 1934 of of minority It ëñhâñces audience. to the only representation interests to be continue not Adequate needs the only of Ownership of racial This not Minority diversified but also the Amendment." First 12. Statement To conibat announced significant transfer the minority a sale "where the licenses [of broadcast Commission licenses.1 broadcast their of lack interest," or assign FCC the sale' at a 'distress tax grant price to those certain to applicants FCC's to parties certificates allowed the media, is proposed licenses] would Additionally, broadcast with 1978 with who assigned broadcasters a significant a "to minority interest." ownership 13. promote Since minority increasing stations were has Congress recognized, repealed by Native within black owners; Islander the continued 15, to adopt broadcast the media. broadcast 2014, only 0.4 percent variety tax certificate and by only of 0.7 percent percent enacted in 1995. 5 of 31 its proves of elusive. major Hispanic and actions programs the 0.9 to FCC's goal broadcast perceñt 0.1 of to an According television owners; by enact efforts, only Asian-American 2.9 and Despite owners; policies prügram policies industry or African-American owners; despite the FCC's has the as of April controlled or Pacific FCC within ownership report," or Alaska Hawaiian the 1978, ownership minority "snapshot Indian the that, minority or transferred I in its in programming which programming FCC but but community FCC was represented inadequately FCC the 1978, By by percent American by or Latino owners. taken the by Native As the INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 the Commission, attributed to "the Commission at 1241 14. In 2013, Nexstar States. Grant in these own in a single was required Nexstar did Nexstar to Mission million and most, Joint if not back-office advertising paid to the wish of rules its 50 FR Broadcasting, Business. of television ownership it entered into stations Knight throughout to acquire agreements White ("CCA"), are the for Sales all, three tried stations stations ("White Broadcasting now owned MBG: by KPEJ, time television the with the to bring and allow then one or more stations entered that day-to-day television a television television the broadcaster broadcaster limit of America into operations as well as sell KPEJ selling paid Agreemeñt allowed all have and Nexstar to of the station-related services- broadcasters. that authorizes in return for 6 of 31 stations broadcaster would Services have to provide television by Mission a Shared would 5 of one any compliance collectively broadcaster. number the it owned. transaction, broadcaster other that into In this ("JSA")3 one FCC its transaction stations stations' the percentage of some ("Mission"). services-to for the and to MBG. stations by Inc. Agreement of these promulgated to divest both that agreements to sell market Broadcasting, agreements are not initially to Nexstar the in Ownership Television to expand stations can 18. including 3 JSAs ventures." broadcast minority be largely KLJB. entity are can industry ("Grant"). Broadcasting because ("SSA")2 Its of America Corporation But reach, broadcast Minority of transactions, a series 17. can of Expand sought Nexstar one SSAs To 16. any 2 Through Included and KMSS, to capitalize Advancement the Regarding in the ownership available financing Attempts and minority (1985). 15. mañage of Nexstar Knight"), $27 of Communications KMSS rate B. United from lack Policy 1239-01 the anemic a fee a broker to sell or percentage some or all of revenues of INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 commercial entered well a set of into SSA as the 19. to pay and had agreements the run the for this the FCC "television involving week of the 22. interest" of similar 29 FCC (3d Cir. that 2016). permit station[.]" rules Such stated like those the was KPEJ station. And a set of of the more by than after that, the Nexstar sale, Nexstar. FCC Rules. was unprecedented, between station of It decided portion reversed (2014), sale for the prepared and Commission of the station's for Quadrennial Radio approved 15 percent and incentives re 2014 by Prometheus that such that brokered provide In a type Nexstar of the ownership." cemmon by was proposed brokered Accordingly, the over be permissible. a substantial to influence ¶ 359 not should JSAs created Mission Circumvent while encompassing 4371 operated To they For to those Red and Mission, whether and Mission envisioned control transactions Attempt with "JSAs are station's latter. as approval. owned Nexstar's potential the brokered another in the that JSAs These documents transaction, transactions Nexstar gave proposed were be permitted. 58-60 33, Mission and purchase In that the Nexstar to FCC as if they like then, effectively of both to determine create F.3d asset to Mission. transactions, arrangement found and that subject Rejects not that Nexstar approval, including KLJB sell station KMSS reality FCC Review, 824 percent stations assessing operation Regulatory per three time advertising FCC, practical should the transactions, to SSA and and The Nexstar's Mission, the transaction, 21. was these tried for a JSA KPEJ The arrangements joint million C. FCC Nexstar into for for to FCC Subject stations. JSA. $15.3 20. would and enter KMSS, on the agreemeñts Similarly, Nexstar as they time advertising Project new v. rules time advertising Id. that if a JSA advertising time, an interest would a station provided the first mean station that, 6 7 of 31 for the would purposes ability have of to sell more than 15 an "attributable determining whether the INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 station first first. the by owned given For market station's market the same influence a JSA the station of the second allowed that would general with a growing operator operator the FCC's would station if a station rule, operator Media Commission respect the governing on cap be counted owned to sell be treated 100 more as owned stations two of percent as owning owning 24. about sham from bringing that its these overall intended acquisition FCC three than in a a third in stations stations two in the which together, intended the by seller seller following by the In 26 warranted to circumvent market ordered Sinclair ability the that acquisition had to terms that to exert re Applications (July 18, a hearing through the FCC pursuant at ¶¶ 2, 21, 18-100, in a given stations proposed transaction. the divestitures proposed ("Sinclair") the that the to be transferred taken shams controlled rule, after characteristics, two Inc.'s provided stations FCC recently, divestitures were and 17-179, were than attribution transactions sold Docket abandoned subsequently the question in of the is effectively The because at the Most Group, transactions transactions of more that Broadcast stations MB Company, ownership Tribune the concern transactions." "sham Sinclair operations divestiture entity to long-arm market, concluded are ("Tribune") a sham: core consistent stations Company of over Tribune with of atypical was acquiring Media characteristics and rule new FCC's into then time, This by Tribune related entered in violation be held hearing whether the the market. made were under thus and 23. of then and in a market, stations many example, advertising the being too FCC's 2018). The into rules to a closely- divesting transaction. of Id. Sinclair transaction. is consistent to circumvent the of television with the ownership stations 7 8 of 31 from FCC's longstanding restrictions, CCA, White precluded Knight, concern Nexstar and Grant a INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 into compliance that effectively by KPEJ, divesting Nexstar allowed 25. Nexstar D. The 26. Nexstar, the to control thus was forced KLJB and KMSS, to Mission JSAs executing SSAs and stations. divested to find and a new around way the FCC's ownership limitations. alter the proposed stations determined transaction 27. As of diversity interest Sook Perry to retain its it more control over KPEJ, to the appealing and KLJB, in particular by KMSS, FCC, sought to the selling entity. the above, its among minority CFO and Transaction. to make explained in increasing Pluria media ownership ranks. ownership of television Thomas Carter In hope reached been has industry out of plagued historically to the appealing stations, in or about through an inteñüediary an by Commission's March Nexstar 2014, to MBG's owner, Marshall. 28. experieñce career, Mr. financing Corporation. acquisitions, radio, Marshall has sought period, experience, Marshall in print, and broadcast financing Marshall Institutional citing Mr. He no without Marshall's stations than one private of but or more equity sufficient late was with firms 9 of 31 course nearly television were of has his in various 1980s unable independent 8 the hurdles institutional eight In 2008, success. lack In the who activist ownership significant acquisitions. to acquire Over his faced civic and operations. often fewer and executive to increase television with lenders has such several sought station steadfastly consummate contact media television worked to acquire he made Mr. is a longtime stations. to necessary Marshall provide Mr. in television particularly this MBG/Nexstar to a minority-owned absence CEO Initial obtaining and early lenders that three decades stations unwilling assets. from decades-long media in to obtain extensive outlets, the Mr. 1990s, financing. Over commonly of media Media to finance General these INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 29. assist the him next agreed To enable overcome the few months, to sell KPEJ, agicemcñt was stations and technical Nexstar promised and affairs program public In or about these 32. purchase The agreement 33. million required purchase Nexstar additional television As that MBG price for Mr. 2014, from drafted previously entered of agree KMSS explaiñed that assets it did In June this not KPEJ increase intend of this operate and the that week of offered minority-oriented it would provide financial locally-produced new, of Nexstar stations, new, FCC, production MBG formed news, a minority-oriented for the express MBG required into asset from to the $27 in value to provide executing asset million was the public purpose of the to $43.3 Mission. 9 10 of 31 acquisition role in the of the asset Mission. MBG agreement, purchase result Mission's and purchase after 2014, to assume Nexstar between MBG's to facilitate agreements to an amendment and part Nexstar. Mission's assuming KPEJ. the per the the acquiring to produce later hours Marshall drafted agreements and of 40 ultimately syndicate. subsequently part KMSS for May and including would for resources Marshall, production stations Nexstar stations. Mr. Over and necessary to purchase financing efforts. to discuss and to years. support financial programming, Nexstar that 31. three affairs five Marshall An essential the offered previous Marshall's Mr. with Marshall. financial and in the met for financing Mr. Nexstar status, minority stalled in obtaining help that knowhow that to Mr. to offering assistance sports, acquiring guarantee techñical programming and would Marshall's leadership KLJB and Nexstar would the senior KMSS, Mr. obstacles financing In addition to provide to leverage Nexstar's that 30. itself assignment agreemcñt million, of Nexstar agreed agreement, that a $16.3 providing raised million MBG to pay $27 Nexstar the increase. with INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 The 34. so MBG has list been of assets unable Nexstar to compare assets Nexstar transferred to MBG. MBG believed Nexstar's explanation representation did not when 35. Nexstar intend to provide 36. identical The that $185,000 with SSAs fee for involving FCC representatives the number the the sale additional price assets of and the in good operating upon relied at $16.3 valued of on faith, that million that it minority-owned and with the be enough of more than by Mission. on Nexstar to of at MBG's under for stations all of to waive the time. filed and sell Nexstar's FCC the a station's MBG were would sales. those to convince 15 percent that Specifically, Nexstar FCC, a commission SSAs and with the FCC, a combined SSAs. the objective more several to Nexstar filed for JSAs included services Nexstar's sale and would back-office term also provided initially continued of was with price. in return the of furtherance Nexstar Nexstar available, publicly to Mission to transfer purchase between MBG to status certain JSAs transaction. increase the into stations involving to provide In Nexstar minority-owned to JSAs monthly 38. met MBG's agreed to Nexstar MBG's for Under 37. related by by related Nexstar drafted is not Mission. provided was believed purchase MBG to Mission intended increased to agreements time Nexstar transfer initially advertising to transfer MBG the new to be entered the rule for proposed JSAs new not assets Because to those the hope did the to that agreeing intended than to the television to FCC stations 10 11 of 31 the convince 15 percent occasions convey to of lobby that FCC a station's for waive approval with of the the the Nexstar time, approving consistent to the new and MBG contemplated transaction FCC's rule policy. would INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 39. would Central allow with a 100% 40. also Black Owned of and Council Marshall also Caucus, which in 41. FCC, influential to met issued with on E. To 42. In response MBG's Obtain independent To meet Nexstar could Nexstar and The FCC's to the their for the support the transaction the television for support industry Media, Nexstar-MBG Nexstar Telecom, transaction. Mr. Congressional of the it would that because JSAs Multicultural National Black transaction. the informed The including members occasions, the sell FCC new to rules, 15 percent in a joint MBG, of 43. The independent the 44. After of commercial stations Nexstar being the stated without the MBG not approve stations would the not be the for time to MBG, the all that Nexstar Nexstar revenue of the that on the this was JSAs Nexstar could FCC and MBG had 12 of 31 to for the time to MBG. will acquire the Nexstar." MBG that could make acquiring. MBG amend 15 percent to agree disallowed. amended sold "MBG time provide advertising being to ensure it was sell 11 of Nexstar commercial stations than stations required the of involvement to the transaction in question, amount other Transaction. Nexstar-MBG stations the that The Modifies the time amendment requirement advertising to capture limited declaration, FCC's sold JSAs advertising of this that of the the decisions programming insistence operation independently purpose Nexstar Approval, FCC's and ownership programming to allow groups, The contemplated Stations' on the enter of independent. sufficiently amount interest and ultimately the to ("NABOB") of approval that stations. several a letter was company public solicit with, however, agreement controlled Broadcasters 2014 FCC the network-affiliated contacted and July The Nexstar-MBG and ("MMTC"), engaged, to message full-power, MBG Association Internet Nexstar's minority-owned of three ownership JSAs. to the of the JSAs advertising to an amendment After the to limit to the amendment the time SSAs to INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 the rather SSAs, required the RECEIVED NYSCEF: 04/03/2019 to pay SSA entire beyond term. 45. With approved the Wheeler and of progress Nexstar's the amounts after the FCC had not were not materially MBG. despite the well fact SSA the the been 47. Despite has consistently structured from do breaches the was were 2.5% it provide increases was year every additional any for services transaction of the same of the them it would of in if the terms financial which from Nexstar the 15 percent, only so that- fees received The income work-selling SSA have arrangement shifted Nexstar into proposed. amount maintaining Specifically, converting amount information. of purpose agreemcñt. as originally the less MBG's would agreements rather than time. that MBG's tortious in a 1uanno1 Operate To Ability given and as indicative "[i]ñcreasing incomplete the with fees, terms advertisement of contract Tom Chairman of the owner, transaction goal" on materially a similar received with FCC the elusive but station 2014, identified proposed financial assurances December changed agreement 85 perceñt interfered based to receive the Sabotages In to as JSA entitled Nexstar the with MBG term, stations." originally Nexstar-MBG commercial Nexstar SSA entire as an independent operate "often-stated, fees was it would F. that specifically broadcast from have that Clyburn Commission's that the the fees, propose would at minimum, different of the as various Nexstar the Accordingly, percent, Nexstar Mignon income rejected SSA to MBG. stations amendments-Nexstar control 100 of the approval, it would for not MBG that of television of did for monthly SSAs. transfer disclose level to Nexstar assurances This not month Nexstar original ownership did $185,000 Notably, Commissioner 46. a static per in achieving minority Nexstar paying $535,500 in the those FCC than MBG would operations. acts, that have makes 12 13 of 31 Its operate Nexstar's hamstrung it impossible Stations. its stations independently, consistent MBG's for interference, operations. MBG to operate as INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 freely, RECEIVED NYSCEF: 04/03/2019 interferes regularly default on its Nexstar Set Failed 48. As was markets. input or-leave-it contract 49. on based from an the amend under to of result MBG. the Grant, White In consummating assets accounts receivable, and its almost allowed MBG force into a Undermine Business MBG's And MBG and broader acquisition entirely documented to negotiate involved Nexstar of stations in Nexstar by rather but stations with no a take-it- given was various the SSA fees and fees of the original as allow to to Nexstar to the FCC After capture the parties' to the pursuant stations. CCA. that subsequent FCC licenses. other streams based revenue SSAs the capture revenue Nexstar required have it would were to garnered the fair-market to value of Nexstar allow to the services substantively JSAs. in connection Then, with KPEJ Nexstar transaction, Nexstar a larger and was KMSS, selling however, retained revenue Nexstar-MBG the above, KLJB, of on designed only noted divestiture and not was stations-including and refusal was SSAs matters, required their to Nexstar MBG's on the SSA in Knight, due JSAs. rejection of fees FCC's time increased under a number not the the advertising increase Nexstar's with was was matter, now-rejected physical That to To MBG. between connection circumvent Nexstar FCC's At transaction which Complicating acquiring from of provided 51. Rates attempted adhesion. attempt This the recently Promised transaction a threshold original, disregard in divest As 50. Nexstar the MBG, of JSAs, the to Terms Assets above, from all selling noted Nexstar-MBG meaningful and operations, Commercial Transfer To required The MBG's facility. credit 1. Nexstar with and 13 14 of 31 the did not MBG stations' pass transaction arose Nexstar acquisition. the existing to only the capital MBG. here- stations' accounts, As a was KMSS and KPEJ acquired those at issue stations KLJB, as a result, to INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 MBG RECEIVED NYSCEF: 04/03/2019 had no MBG stations. and was as a means it one of of intent is ultimately to facilities same For Nexstar those re-take back to this to MBG. stations will Nexstar sell contemplated previously granted assets Additionally, MBG that acquired its of credit. proposed Nexstar deal. the line existing operate face it sold to significantly MBG, with less regulatory the agreed that MBG "MBG that provisions and ability Nexstar has the maintain the FCC FCC's to operate of the control full "management, with compliance retain would shall stations' the Of Its Stations. Operation control, Rules and stations it was supervision and finances, editorial programming, Regulations." Nexstar requirements, its stations independently has from Nexstar's locations. example, MBG's a. MBG's MBG's with have on and to these Nexstar advertisers-that communications the climate With provides including interfered in the MBG SSAs stations, its to required 2014. and Contrary 55. advertising late Interfered of the personnel, continuously potential in Nexstar the political current Nexstar 54. stations the it did Each policies, in Nexstar's 53. of" acquired away in on capital, working it had locations down stripping 2. direction additional generating demands flow draw of than acquiring. to immediately means that push-back cash immediate as a further 52. expectation the meet forced physical the sale property to ability stations. b. interfered c. reduced ability the across staff, with and/or to gain of nature viewers, MBG's in critical its to the and market-including KMSS. and KPEJ, clients prevented stations, Nexstar-MBG Nexstar relationship Those from pursuing has: to MBG and others; and programming eliminated traction MBG's the and clients, KLJB, MBG from clients Additionally, misrepresented Nexstar to own continues it to take enabled communicated falsely on-air markets; 14 15 of 31 sales matters; promotions, which inhibits MBG's INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 d. refused are e. to MBG impossible has And failed to do "maintain and 57. 59. in those never assistance promised assistance, has viewers and the FCC. oriented public affairs makeshift small, they offices, it making and effectively; discussions SSAs refused has MBG's affecting provide to meet facilities" Nexstar that will operations, of MBG's assist under obligation its Nexstar stations, Nexstar's MBG, SSAs the stations. employees have consistently with comply has contractual its MBG's crippled to operate ability creation the Nexstar it would that such programming, of the diverse that fact central programming promising to create despite program conduct minority-oriented MBG Indeed, Nexstar promised MBG provide the Nexstar has Nexstar never and withheld by produced independently to syndicate, financial touted programming proposal to Nexstar's the Nexstar the in its minority- syndicated the program. 60. Nexstar's have representations, the operations continue to of operate it to clients. Despite the that requested new, blocking to the to stations critical the acquired refused. to allow proposal staff its transmission the of the materialized. technical in where Nexstar repeatedly Moreover, FCC areas example, has its which to operations. Nexstar serve and and to operate MBG include at each MBG's but commissions sales advertising financing. (as needed) MBG obligations to the repair with 58. stations For Indeed, interfered to and even so. executives MBG for refused sales, 56. staff sales entitled; moved f. MBG pay actions, been, MBG's the and including continue acquired-stations its to be, failure part so that, to honor its of a calculated ultimately, stations. 15 16 of 31 and agreements MBG plot will by Nexstar no longer to undermine be able to its INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 61. As of Nexstar's a result effective it enjoys actions, control over KLJB, and KPEJ, KMSS. 3. Nexstar 62. television ("MVPDs"). Since of the 65. rightfully Retransmission 67. of commitment Mr. broadcast multichannel transmits stations, video MBG's To MBG. Belong a digital distributors programming MVPDs programming, pay a fee rather than to paid their Retransmission Fees directly to Nexstar acquired Fees and KLJB, KPEJ, certain MVPDs retâining millions KMSS, Nexstar has paid withheld wrongfully to Nexstar. directly of dollars of Retransmission Fees that to MBG. As Nexstar MBG's of the 2, 2018, date Attempted most MBG of this requested that Nexstar Nexstar complaint, has that the to overcome to guarantee MBG's was finañciñg and acquisitions the MBG's turn refused Nexstar's "inability to obtain financing. 16 17 of 31 Its over all of its over to turn Credit business a crucial transaction Nexstar-MBG On To Default with interference This Nexstar's MBG To Force recent financing. noted Marshall May all of Fees. approved specifically right is currently Nexstar's Commission enabled to broadcast the Retransmission Fees. 4. FCC for MBG Retransmission guarantee to certain On or about 66. MBG's over-the-air MVPDs Nexstar belong television owned wholly That Fees to MBG. fees 64. Retransmission Fee"). Certain those portions its "Retransmission 63. paying signal In exchange (the Withheld through MBG, broadcast MBG Has aspect sale was Obligations. relates of the of three transaction. stations remarkable finañcing" to Nexstar's through in part When to MBG, because Nexstar's the it the INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 MBG's 68. the principal aggregate 69. Agreement and agent; the 2014 the financing between MBG, December provided amount The various the facilities Credit that the Nexstar a syndicated credit committed not 1, 2014 in facility even its Credit notice As to any or seek part of credit "December (the apply collateral and of the payment would Nexstar provide agent Agreement guarantee Credit Agreement"). Credit MBG's 1, 2014 that 1, 2014 as administrative guarañtced December need lenders via a December America, "December (the in the and fiñañced through of Bank Agreement, MBG to was provided initially as borrower; Agreement") such stations million. institutions lenders Guarantee $60 of was lending 1, 2014 by of the acquisition of extension additional assurances. 70. Section Specifically, Each Guarantor renewed further agrees or otherwise notwithstanding the that it, and that such 2014 Guarantee Obligations in whole Guarantor without will or other Agreement any remain states: be extended, may or in part, renewal extension, any December Guaranteed modified, from assent 2 of the bound modification of notice to or this by Guaranty Guaranteed any Obligation. 71. described The herein, was Guarantee Agreement assistance, and the 2014 December entered to into fulfill thereby provide Without the its Guarantee for the MBG to with Nexstar the and a sufficient the including MBG. of benefit obligation MBG Agreement, period specific provided FCC December the 2014 flñàñcial to provide of time provision to take over and operate stations. 72. able on thereby its own allowed including Bank providing MBG to obtain Nexstar of America, the credit December the 2014 required facilities. its the separate $500 December Indeed, the MBG Agreement, to purchase necessary financing to complete Guarantee million 2014 December 17 18 of 31 the stations acquisition. Guarantee 2014 would from not Nexstar, The Agreement Credit have Agrcemêñt been and lenders, as a condition explicitly to INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 states that RECEIVED NYSCEF: 04/03/2019 Nexstar's guarantee precedent" is a "condition for the lenders credit to extend to MBG. 73. was entered collateral under On January 2017. January facilities The into agent; 17, by MBG, and the the December a new agreement borrower; Bank of America, institutions that as the Agreement Credit credit 2017, lending 1, 2014 provided Credit 2017 ("January as administrative through credit refinanced were Agreement") agent and syndicated the in credit facility. When 74. reaffirmed its Agreemeñt"; through collectively with 75. any Nexstar notice credit 2.15 of the facilities: the Credit Consistent with June 31, 28, 2019." (the Guarantee 2017 "January Agicemcñt and Guarantee as defined Guarantee will Agreement continue automatically and facilities, the Agreement, the 2017 January to guarantee lenders need not the even debts provide assurances. the 2017 Agreement Nexstar's 2017 January Credit January The 2014 Nexstar Credit "Amended Amended December that 19, 2017, and 2014 December additional (the Agreement extended. than facilities agreement Nexstar 2017, Agreements"). original On July in January refinanced guarantee December the of the or seek were facilities a new provides extension 76. Credit the Agreement through the "Guarantee Like Guarantee credit guarantee the previously, MBG's Agreement"; Credit permits did not, with collectively Agreement, the was Agreement maturity commitment, financing amendment Credit however, 2018. 18 19 of 31 the the the of the maturity chañge to refinance December 1, 2014 Agreements"). "Credit date amended the credit date Section to be facility "shall maturity be no date for later the INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 77. Nexstar date maturity Guarantee as leverage had procedures of its been for to its involved in arranging and spring the contractual thereto. amendments obligations to the It has and MBG, FCC, used the the beneficiary. of summer early initial MBG facilities, to request prerogative In March 2018. began the about inquiring an extension because 2018, of the date maturity loans. via would In May be extended Some lenders 81. Other lenders, guarantee MBG's guarantee acquisitions. separately Nexstar reaffirmed agreed to lenders the that during did seek not its extend On May MBG 30, debt five had requested extension. agree to the extension if, reaffirm the made Wells 2018, of its facilities the and period, the lenders Nexstar commitment to only of Nexstar's and America, the transaction that agreed five-year extend if, and approval of would they agreed FCC Bank original in the years, to get Fargo, that explaining year If approved, to the facilities-i.e. five agent. agreed would Again, for date maturity the Royal not it would reaffirm existing commitment. its to if only in 2014, have of Bank date maturity documents did other seek commitment Nexstar Nexstar's if the reaffirmation. Nexstar 82. it would in June of the 1, 2019. Nexstar its guarantee. guarantee reaffirmation credit that to administrative syndicate however, financing wrote loan's December in the of the Specifically, Canada on an extension requested formally to the to mature 80. its MBG 2018, correspondence written reaffirmed 2018. and is a third-party in the its agreements contrary MBG occurred exercising 79. loan of the MBG, to which This not terms against Agreements 78. MBG set the initially its guarantee 2018, it wrote to reaffirm refused obligation to MBG, its beyond stating the that 19 20 of 31 then-current "Nexstar maturity is not willing In fact, date it stated of to renew June that 28, that INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 guarantee This upon the its affirmed 83. that its Nexstar Agreemeñts Nexstar was guarantee facilities had Section 9.2 of the assurañces" requested to the 86. Bank Nexstar America effort to obtain 88. Guarantee of agree Guarantee of Bank America refused of of America to MBG's commercial Nexstar's at the were for Bank their loans agent if Nexstar of the MBG 2018, Credit Credit informed that Agreements, Guarantee Agreemeñt in the participating of America to obtain to credit from agent exercise Nexstar under its right and "any all to "confirm necessary . . . . . . the agreement. to the credit direction attempt in violation under its powers or aid to purchase of the Agreements. 20 21 of 31 Section facilities' of Nexstar, an extension in its of the 2017 collateral to exercise acted leverage actions the extension request that as the any In June lenders Agreement under" Nexstar informed collateral agent that of guarantee. its guarantee. requested America Parties guarantee Bank not 2017 Secured its reaffirm 87. by and of Nexstar's MBG MBG and agent January extend reaffirmation. that collateral in the facilities month, January granted credit reaffirmation same and agent 2018, maturity Agreemeñt." Credit not obligations. and rights to the it would 20, of the to provide commitment of the requested That its June administrative contractual of on that an extension refused the administrative extension 85. rights the its in violation any still encouraged to abdicate America, MBG pursuant 2018 21, specifically provide Nexstar to Marshall March on including would guarantee. 84. of 2018, made loans ovusu1unication lenders reaffirmed Bank oral In June multiple of the maturity requested in obtaining MBG's that stations Credit that to request date. maturity which Amended 9.2 that extension Bank in an at a discount. Agreemeñt and the of INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 89. Nexstar's assets it sold Perry Sook Credit result. equity its to MBG. stated interests others, after Nexstar consideration for the 91. Nexstar abandoned Once Nexstar provided date. The 92. effect delay, its however, thus in the this MBG's its over the the to Nexstar loss sale foreclosure is asked foreclosure under obligations in any CEO Nexstar 2018, any . . . or if Nexstar as a large leverage as a over three after quickly in will acquired only banks actions client Nexstar to MBG's under to perform of Bank of America, obligations receive the among as because, collateral held MBG agreed threatened it with to an extension litigation. of the maturity business. of furtherance its scheme had the purpose COUNTS (Shared 93. MBG repeats and realleges I: Breach Services the by stations. operations. Count the as successor-in- efforts guarantee Nexstar's approach Nexstar's participate 30, the to re-acquire scheme Lenders." of the harm caused take its May to minimize obligation, the dated diligently trigger form guarantee, Collectively, of hamstringing its of that satisfaction assets namely to use and default MBG's banks, the of or repay actively . . . will part to refinance of Marshall off paying intended MBG's to force assets Nexstar Lenders, Lenders 90. or the will MBG to work Nexstar therewith, the will was guarantee is unable Nexstar due, its correspondence Marshall in Marshall by to the "[i]f when In connection to provide In written that Agreemeñt guarantee interest refusal of Contract Agrêêm-:=ts) foregoing herein. 21 22 of 31 paragraphs as though fully set forth and the INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 94. The supported contracts 95. under 96. be continuous Nexstar resources Nexstar clients are valid enforceable and otherwise excused Nexstar's by MBG conduct, performed has its continuous are in Nexstar and nature, MBG and intended the SSAs from breached has to and/or MBG to contractual (iv) on air; stations; to failing and exerting obligations content MBG's controls Nexstar; (v) its MBG's promote owns and programming; (ii) (iii) MBG (i) adequate over steal the or marketplace MBG's divert signal broadcast MBG's to devote refusing to to attempting control by: communicating an maintain maintaining to programming for MBG and sales matters. 98. suffered As and a direct continues proximate and to suffer injuries Count result and of the 99. MBG 100. The repeats and II: Breach realleges Nexstar's breach of the SSAs, MBG fully set forth has damages. (Guarantee of Contract Agreements) the as though paragraphs foregoing herein. valid and enforceable 101. party to in nature. 97. sufficient MBG and SSAs. SSAs The Nexstar consideration. where the between executed mutual by Except obligations that SSAs beneficiary The Guarantee supported contracts Guarantee of the executed Agreements by Agreemeñts Guarantee Agreemeñts mutual were Nexstar between and Bank of America are consideration. intended executed 22 23 of 31 to benefit between MBG, Nexstar and and MBG Bank of is a third- America. INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 102. Guarantee The intended America 103. guarantee the Guarantee Nexstar 104. As credit a MBG Agreements, Count and and of the result MBG 106. The to Imolied repeats and of the to suffer continues MBG when it refused to Services realleges the of breach Nexstar's injuries Covenant (Shared 105. and Bank of extend its in nature. obligations proximate suffered Breach III: contractual Nexstar and nature, facility. direct has its in continuous to be continuous Agreements breached MBG's of are Agreemcñts the Guarantee damages. and Good of Faith Fair and Dealing Agreemeñts) as though paragraphs foregoing set forth fully herein. contracts supported 107. each SSAs by mutual in the Implied contracting executed party agrees Nexstar between MBG and are and valid enforceable consideration. MBG SSAs between to act in good faith Nexstar and in the is a mutual performance of covenant which by its respective contractual duties. 108. under obligations 109. be continuous 110. receive the 111. of good Except faith The where the excused otherwise by Nexstar's MBG conduct, has performed its SSAs. SSAs are continuous in nature, and Nexstar and MBG the intended SSAs to in nature. By the benefits As and conduct of the a direct fair SSAs and dealing, complained and has, proximate MBG has of hereinabove in fact, result Nexstar frustrated the has purpose of the Nexstar's breach and continues to suffer suffered 23 24 of 31 subverted MBG's of the contracts. of the implied injuries and right covenant damages. to INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 IV: Count Breach of the Implied Covenant (Guarantee 112. MBG 113. The repeats and realleges of Good Faith and Fair Dealing Agreements) the paragraphs foregoing as though fully set forth herein. valid and enforceable 114. party Guarantee the Guarantee agrees party were Agreements Guarantee to act between mutual by Agreements in the Implied executed supported Guarantee of 115. contracting contracts The beneficiary Agreements faith intended to benefit executed in the and Bank MBG, and of America are consideration. Agreements in good Nexstar between Nexstar is a mutual and covenant performañce of its Bank which by is a third- MBG respective of America. each contractual duties. 116. America intended 117. receive The the By Guarañtee Agreemeñts the Guarantee the conduct of the benefits are Agreements to be continuous complained Guarañtec in nature, continuous of hereinabove Agreements and Nexstar and Bank of in nature. Nexstar has and has, in fact, the Nexstar's breach and continues to suffer MBG's subverted frustrated the purpose right of the contracts. 118. of good faith As and a direct fair Count and dealing, proximate MBG V: Intentional and 119. MBG repeats 120. MBG enjoys of result has suffered Interference realleges the with foregoing Contractual paragraphs of the implied injuries and covenant damages. Relations as though fully set forth herein. or enjoyed valid contractual clients. 24 25 of 31 relationships with employees and to INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 MBG 121. contractual relationships and Nexstar at all 122. relationships 123. and disruption of MBG's falsely representing owned and to suffer By injuries 126. entitled clients the stations' with by MBG's and MBG, any the employees and clients. relationships that clients, breach and contractual by business induced its to MBG's including future. contractual without with such them. maliciously those with in the MBG's has, and interfering acquired them of Nexstar including marketplace, stations known intentionally of from to interfere alleged, relationships, means have intended herein means, to the reason and to maintain, or to continue advantages or should matters improper controlled and By and improper to MBG's 125. knew of the of economic times contractual Nexstar's executives further use by 124. include MBG, reason By justification to derive employees with to maintain, expected reasonably MBG disparaging and Nexstar, and not its employees. of Nexstar's interference, MBG of Nexstar's intentional interference, to be fixed at trial. intentional has suffered and continues damages. reason of the to an award Count egregious of punitive VI: 127. MBG repeats 128. MBG enjoys MBG reasonably damages Tortious and nature in an amount Interference realleges the E-==:--==:-=='" with foregoing paragraphs MBG is Relations as though fully set forth herein. potential or enjoyed economic relationships with employees, clients, and clients. 129. relationships and to derive expected economic to maintain, advantages from 25 26 of 31 or to continiie them in the to maintain, future. such economic INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 130. Nexstar relationships with 131. and economic controlled knew of means, improper stations and acquired means employees, that and by potential to the not MBG disparaging interfered and and with MBG's with clients. marketplace, owned MBG, and them. business any maliciously representing Nexstar, to interfere without has, clients, falsely clients, MBG, by its economic intended Nexstar and MBG's of and intentionally include potential known clients alleged, with those including have potential herein matters improper clients or should and clients, of the Nexstar's the stations' and to MBG's its executives employees. 133. Nexstar's with relationships further use by to MBG's including suffer reason relationships, 132. times employees, By justification at all tortious has MBG's employees, clients, reason of Nexstar's tortious 134. By injuries and damages. 135. By reason entitled interference of the to an award MBG 137. As and disruption actual of economic clients. potential MBG of Nexstar's has tortious in an amount VII: the realleges the interference, damages of punitive repeats and nature egregious Count 136. caused suffered and MBG interference, to be fixed continues to is at trial. Conversion as though paragraphs foregoing fully set forth herein. transmits the right to broadcast those Certain fees herein, broadcast a digital 138. paying alleged MBG's MVPDs MBG through signal television programming, tender their its wholly over-the-air MVPDs owned television MVPDs. to certain pay Retransmission to MBG. 26 27 of 31 Retransmission Fees broadcast directly stations, In exchange Fees for to MBG. to Nexstar rather than INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 139. possession At of its 140. rightfully Nexstar MBG, MBG 143. entitled herein, MBG which Nexstar Fees, is currently On or about Fees. As Retransmission 142. mentioned was is wrongfully millions retaining is entitled and of dollars to the full and complete withholding. of Retransmission Fees that to MBG. Retransmission MBG's times Retransmission belong 141. all As has May of the date of this requested that Nexstar complaint, turn Nexstar has refused over all to turn of its over all of due to Fees. a result been to an award of Nexstar damaged reason By MBG 2, 2018, wrongfully in an amount of the of punitive egregious 144. MBG 145. In repeats and of Nexstar's in an amount Count realleges VIII: the Retransmission Fees to proof. according nature damages the withholding unlawful to be fixed conduct, MBG is further at trial. Accounting as though paragraphs foregoing fully set forth herein. MBG various 146. unable and to the Retransmission Fees referenced Nexstar herein, currently owes monies. As to ascertain a result a fixed of Nexstar's sum due actions to the and complexity concealment of the of various facts from accounts MBG, MBG as between is MBG Nexstar. 147. sums addition due and Therefore, owing MBG MBG requests from Nexstar. that Nexstar be ordered 27 28 of 31 to provide an accounting of all INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 Count 148. MBG 149. Nexstar repeats IX: and Fraudulent realleges Misrepresentation the paragraphs foregoing as though set forth fully herein. increased million the purchase increase. on Nexstar not KPEJ from told MBG that MBG to MBG to MBG's the million $27 it did not additional of the to $43.3 increase the that acquisition price to transfer intend valued when it a $16.3 million, in purchase assets stations was based to Mission. million at $16.3 that it Mission. Nexstar on Nexstar transfer of and assets not did to provide 151. based additional Nexstar intend Nexstar Specifically, terms the KMSS for price transferring 150. did misrepresented knew that the additional transferring in purchase increase assets to price KMSS for MBG that on misrepresentation it did not and KPEJ was to transfer intend not to Mission. 152. increased purchase 153. so MBG was actually and damages and of KMSS assets to MBG. relied for KMSS and As a result of injuries through MBG for and the intended assets MBG to Mission intended to transfer Nexstar believed misrepresentation Nexstar's to agree to the was is not to Mission operating as the basis available, publicly in for with good the assets MBG faith, increasing the KPEJ. its its reliance upon overpayment PRAYER WHEREFORE, its to transfer Nexstar MBG Because upon to rely KPEJ. Nexstar to compare justifiably price 154. list unable transferred for price The Nexstar purchase intended Nexstar prays for the Nexstar's for misrepresentation, the FOR stations RELIEF following 28 29 of 31 relief: it acquired. MBG has suffered INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 1. Grant 2. Declare 3. Grant 4. Award in favor judgment that of MBG conduct Nexstar's and against constitutes Nexstar; of the violations common law cited herein; pre- including 5. herein and and all MBG an appropriate post-judgment Award to deter 6. Award 7. Grant damages future MBG MBG relief; amount in monetary damages as determined at trial, interest; punitive such injunctive appropriate sufficient to punish Nexstar for the acts complained conduct; attorneys' such other fees relief and the as is just costs and 29 30 of 31 of bringing appropriate. this action; and of INDEX NO. 651943/2019 FILED: NEW YORK COUNTY CLERK 04/03/2019 09:56 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/03/2019 _JURY MBG Dated: April hereby demands a trial DEMANDED by jury. 3, 2019 /s/ By: DAVID Main Fax: FLEXNER LLP FLEXNER LLP Street NY Armonk, Tel: Boies SCHILLER BOIES 333 David BOIES (914) (914) 10504 749-8200 749-8300 dboies@bsfllp.com WILLIAM JACKSON BLOOM WILLIAM SCHILLER BOIES 1401 New York Washington, Tel: Fax: (202) (202) Avenue, DC 20005 237-2727 237-6131 wjackson@bsfllp.com wbloom@bsfllp.com Attorneys 30 31 of 31 for Plaintiff NW