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SOURCE Tribune Company
Tribune Company Board of Directors Approves the Separation of Tribune Publishing Company and Establishes July 28, 2014 as the Record Date for the Distribution of Shares of Tribune Publishing Company Common Stock
CHICAGO, July 15, 2014 /PRNewswire/ -- Tribune Company (OTC: TRBAA) today announced the timing and details regarding the separation of its publishing business by means of a pro-rata dividend of 98.5% of the outstanding shares of Tribune Publishing Company common stock.
The Tribune Company Board of Directors approved the final distribution ratio and declared a pro-rata distribution of 98.5% of the outstanding shares of Tribune Publishing Company common stock, which will effectuate the spin-off and result in the legal and structural separation of the two companies. Following the spin-off, Tribune Company will continue to hold 1.5% of the outstanding shares of Tribune Publishing Company common stock.
The distribution will be made to Tribune Company's stockholders and warrantholders of record as of 5:00 p.m., New York time, on July 28, 2014, the record date for the distribution. The distribution is expected to occur on August 4, 2014.
In the distribution, each holder of Tribune Company Class A common stock, Class B common stock and warrants will receive 0.25 of a share of Tribune Publishing Company common stock for each share of Tribune Company common stock or warrant said stockholder held as of the record date.
No fractional shares of Tribune Publishing Company common stock will be 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, net of brokerage fees and other expenses, will be ratably distributed to those stockholders and warrantholders who would otherwise have received fractional shares of Tribune Publishing Company common stock.
Following the spin-off, Tribune Publishing Company expects to have its common stock listed on the New York Stock Exchange under the symbol "TPUB". There is no current trading market for Tribune Publishing Company common stock, although we expect that a limited trading market, known as a "when-issued" market, will begin on the New York Stock Exchange on July 24, 2014, two trading days before the record date. "Regular-way" trading of Tribune Publishing Company common stock is expected to begin on the New York Stock Exchange on August 5, 2014, the first trading day following the completion of the distribution.
We expect that, from a date determined by the OTC Bulletin Board through the distribution date, there will be two markets in Tribune Company Class A and Class B common stock and warrants: a "regular-way" (or "due bills") market and an "ex-distribution" market. Tribune Company common stock and warrants that trade on the regular-way market will trade with an entitlement to shares of Tribune Publishing Company common stock on the distribution date. Tribune Company common stock and warrants that trade on the ex-distribution market will trade without an entitlement to shares of Tribune Publishing Company common stock on the distribution date. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Tribune Company or Tribune Publishing Company securities on or before the distribution date.
For U.S. federal income tax purposes, the distribution of Tribune Publishing Company stock is intended to be tax-free to Tribune Company stockholders and warrantholders, except for cash received in lieu of fractional shares. Tribune Company has received a private letter ruling from the U.S. Internal Revenue Service and expects to receive an opinion of tax counsel confirming that the distribution of shares of Tribune Publishing Company common stock generally will not be taxable to Tribune Company or U.S. holders of Tribune Company common stock or warrants. Tribune Company stockholders are urged to consult their tax advisor with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the spin-off.
The distribution is subject to the satisfaction or waiver of a number of conditions described in the registration statement on Form 10, filed by Tribune Publishing Company with the Securities and Exchange Commission ("SEC"). Tribune Company also reserves the right to withdraw and cancel the distribution if, at any time prior to the distribution date, the board of directors of Tribune Company determines, in its sole discretion, that the distribution is not in the best interest of Tribune Company or its stockholders, or that market conditions are such that it is not advisable to consummate the distribution.
When available, copies of the information statement relating to the proposed spin-off may be obtained from Computershare Trust Company, N.A., by calling (877) 373-6374 (toll-free).
A registration statement on Form 10 relating to Tribune Publishing Company common stock has been filed with the SEC, but has not yet become effective. The distribution of Tribune Publishing Company common stock will be made in book-entry form, which means no physical certificates of Tribune Publishing Company will be issued. No action is required by Tribune Company stockholders or warrantholders in order to receive shares of Tribune Publishing 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: Following the spin-off of its publishing businesses, Tribune Company will operate under the name TRIBUNE MEDIA COMPANY, and be home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. TRIBUNE MEDIA will be 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.
ABOUT TRIBUNE PUBLISHING: Tribune Publishing Company 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.
Cautions Concerning Forward-Looking Statements
This press release contains certain forward-looking statements that are based largely on Tribune Company's current expectations and reflect various estimates and assumptions by Tribune Company. These statements may be identified by words such as "intend," "expect," "anticipate," "will," "implied," "designed," "assume" and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond Tribune Company's control, include underlying assumptions or expectations regarding the proposed transaction, such as unanticipated developments that delay or negatively impact the proposed transaction, changes in market conditions or disruption to business operations as a result of the proposed transaction. There can be no assurance that the proposed transaction will be completed as anticipated or at all. Any forward-looking statements in this press release should be evaluated in light of these important risk factors. Except to the extent required by applicable law, Tribune Company undertakes no obligation to update or revise any information contained in this press release beyond the published date, or for changes made to this press release by wire services, Internet service providers or other media, whether as a result of new information, future events or otherwise.
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