29 Nov Tribune Media Company Announces Secondary Offering of Class A Common Stock
NEW YORK – November 29, 2017 – Tribune Media Company (NYSE: TRCO) (“Tribune” or the “Company”) today announced an offering of 7,000,000 shares of Tribune’s Class A common stock on an underwritten basis by a stockholder affiliated with Oaktree Capital Management, L.P. (the “Selling Stockholder”) to Morgan Stanley, as the underwriter in a registered offering of these shares (the “offering”).
The last reported sale price of Tribune’s Class A common stock on November 29, 2017 was $41.29 per share. Morgan Stanley proposes to offer for sale the shares of Class A common stock from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part.
The offering is expected to close and settle on December 4, 2017, subject to customary closing conditions. Tribune is not selling any shares of Class A common stock in the offering and will not receive any of the proceeds.
A shelf registration statement (including a prospectus) relating to the offering of the Class A common stock has previously been filed with the U.S. Securities and Exchange Commission (the “SEC”) and has become effective. The offering will be made only by means of a preliminary prospectus supplement related to the offering being filed today by the Company with the SEC. Before investing, interested parties should read the preliminary prospectus supplement and the accompanying prospectus and other documents filed with the SEC for information about Tribune and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, a copy of the preliminary prospectus supplement and the accompanying prospectus, and the final prospectus supplement, when available, may be obtained from the underwriter at: Morgan Stanley & Co. LLC, Attn: Prospectus Department – 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “plan,” “intend,” “foresee,” “guidance,” “potential,” “expect,” “should,” “will,” “continue,” “could,” “estimate,” “forecast,” “goal,” “may,” “objective,” “predict,” “projection,” or similar expressions are intended to identify forward-looking statements (including those contained in certain visual depictions) in this release. These forward-looking statements reflect our current expectations, assumptions and/or beliefs concerning future events. As a result, these forward-looking statements rely on a number of assumptions, forecasts and estimates and, therefore, these forward-looking statements are subject to a number of risks and uncertainties that may cause the Company’s actual performance to differ materially from that projected in such statements. Among the factors that could cause actual results to differ materially include, but are not limited to, the risks outlined in the Company’s SEC filings, including under Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and other risks described in documents subsequently filed by the Company from time to time with the SEC. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements, whether as a result of new information, future events or otherwise.
About Tribune Media Company
Tribune is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcasting’s 42 owned or operated local television stations reaching more than 50 million households, national entertainment network WGN America, whose reach is approaching 80 million households, Tribune Studios, and a variety of digital applications and websites commanding 60 million monthly unique visitors online. Tribune Media also includes Chicago’s WGN-AM and the national multicast networks Antenna TV and THIS TV. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds a variety of investments, including a 31% interest in Television Food Network, G.P., which operates Food Network and Cooking Channel. For more information, please visit www.tribunemedia.com. None of the information contained on, or that may be accessed through, our websites or any other website identified herein is part of, or incorporated into, this press release.