Current Report Filing (8-k)
August 02 2019 - 4:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 2, 2019
TRIBUNE MEDIA COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-08572
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36-1880355
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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515 North State Street, Chicago, Illinois
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60654
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(312)
222-3394
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $0.001 par value per share
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TRCO
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events.
On August 2, 2019, Tribune Media Company (the Company) caused to be delivered to the holders of the Companys 5.875%
Senior Notes Due 2022 (the Notes) a conditional notice of redemption (the Notice) relating to the full redemption of all of its issued and outstanding Notes (the Redemption) on August 12, 2019 (the
Redemption Date), pursuant to Section 5.2 of the Indenture, dated as of June 24, 2015 (as amended, supplemented or otherwise modified to date, the Indenture), among the Company, each of the subsidiary guarantors
party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee. The redemption price for the Notes is equal to the sum of 101.469% of the principal amount of the Notes, plus accrued and unpaid interest, if any, on the Notes to (but
not including) the Redemption Date (the Redemption Price).
The Companys obligation to pay the Redemption Price on the
Redemption Date is conditioned upon the consummation of the closing of the merger of Titan Merger Sub, Inc. (Merger Sub) with and into the Company, with the Company surviving the merger, pursuant to an Agreement and Plan of Merger, dated
as of November 30, 2018 (the Merger Agreement), among the Company, Merger Sub and Nexstar Media Group, Inc. (the Condition). In the Companys discretion, the Redemption Date may be delayed until such time as the
Condition is satisfied (or waived by the Company in its sole discretion). In the Companys discretion, the Redemption may not occur and the Notice may be rescinded in the event that the Condition is not satisfied (or waived by the Company in
its sole discretion) by the Redemption Date or by the Redemption Date so delayed. The closing of the merger is subject to a number of conditions. As a result, there can be no assurance that the Redemption will occur on the Redemption Date or at all.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: August 2, 2019
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Tribune Media Company
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By:
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/s/ Chandler Bigelow
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Chandler Bigelow
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Executive Vice President and Chief Financial Officer
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