04 Aug Tribune Media Company Completes Spin-Off of Its Publishing Business
Tribune Media Company (OTC:TRBAA) announced that it has completed its spin-off today of Tribune Publishing Company. Tribune Publishing Company has now been separated from Tribune Media Company, and its common stock is expected to begin regular-way trading on the New York Stock Exchange under the symbol “TPUB” on August 5, 2014. Tribune Media Company received $275 million in connection with the spin-off, consisting of a cash dividend paid by Tribune Publishing Company prior to the spin-off.
As a result of the distribution, Tribune Publishing Company is an independent company; however, Tribune Publishing Company will continue to have commercial and operational arrangements with Tribune Media Company for an interim period of up to two years. In addition, Tribune Media Company will continue to hold a 1.5% equity stake in Tribune Publishing Company.
Pursuant to the spin-off, 25,042,263 shares of Tribune Publishing Company common stock (98.5% of Tribune Publishing Company shares outstanding) were distributed pro-rata to the holders of Tribune Media Company Class A common stock, Class B common stock and warrants as of 5:00 p.m., Eastern Time, on July 28, 2014, the record date for the distribution. Each Tribune Media Company common stock and warrant holder, as of the record date, received 0.25 of a share of Tribune Publishing Company common stock for each share or warrant held. No fractional shares of Tribune Publishing Company common stock were issued. Instead, the distribution agent will aggregate fractional shares of Tribune Publishing Company common stock and sell the whole shares in the open market. The aggregate net cash proceeds of the sales will be ratably distributed to those stockholders who would otherwise have received fractional shares of Tribune Publishing Company common stock.
In connection with the distribution, Tribune Publishing Company entered into an asset-based senior secured revolving credit facility, which provides for aggregate maximum borrowing commitments of approximately $140 million and a senior secured term loan facility of $350 million. The proceeds from the term loan were used to pay the $275 million cash dividend to Tribune Media Company.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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 state or jurisdiction.
ABOUT TRIBUNE MEDIA: Tribune Media Company (OTC:TRBAA) 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 50 million households, national entertainment network WGN America, available in 72 million households, Tribune Studios, and Tribune Digital Ventures, including the websites Zap2it and TVByTheNumbers, and Gracenote, one of the world’s leading sources of TV and music metadata powering electronic program guides in televisions, automobiles and mobile devices. Tribune Media also includes Chicago’s WGN-AM, 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 other strategic investments in media. For more information please visit www.tribunemedia.com.
ABOUT TRIBUNE PUBLISHING: Tribune Publishing Company (NYSE:TPUB) is a diversified media and marketing solutions company that delivers innovative experiences for audiences and advertisers across all platforms. The company’s diverse portfolio of iconic news and information brands includes 10 award-winning daily titles, more than 60 digital properties and more than 150 verticals in markets, including Los Angeles; Chicago; South Florida; Orlando; Baltimore; Carroll County and Annapolis, Md.; Hartford, Conn.; Allentown, Pa., and Newport News, Va. Tribune Publishing also offers an array of customized marketing solutions, and operates a number of niche products, including Hoy and El Sentinel, the country’s largest Spanish-language publisher. Tribune Publishing is headquartered in Chicago. For more information please visit www.tribpub.com.
|Investor Contact:||Media Contact:|
|Donna Granato||Christa Robinson|
|VP, Corporate Finance & Investor Relations||Chief Communications Officer|
|Tribune Media Company||Tribune Media Company|
|Investor Contact:||Media Contact:|
|Sandy Martin||Matt Hutchison|
|VP, Corporate Finance & Investor Relations||SVP, Corporate Communications|
|Tribune Publishing Company||Tribune Publishing Company|