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): September 19, 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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Registrant’s 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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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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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. ☐
Introduction
On September 19, 2019, Tribune Media Company, a Delaware corporation (“Tribune”), completed its previously announced merger with Nexstar Media Group, Inc., a Delaware corporation (“Nexstar”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated November 30, 2018, by and among Tribune, Nexstar and Titan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar (“Merger Sub”), providing for the acquisition by Nexstar of all of the outstanding shares of Tribune Class A common stock, par value $0.001 per share (the “Tribune Class A Stock”) and Tribune Class B common stock, par value $0.001 per share (the “Tribune Class B Stock”, and together with the Tribune Class A Stock, the “Tribune Stock”), by means of a merger of Merger Sub with and into Tribune (the “Merger”), with Tribune surviving the Merger as a wholly owned subsidiary of Nexstar.
At the effective time of the Merger (the “Effective Time”), each share of Tribune Stock outstanding as of the Effective Time was converted into the right to receive $46.687397 in cash, without interest and less any required withholding taxes (such amount, as adjusted as provided below, the “Merger Consideration”).
At the Effective time, each option to purchase shares of Tribune Stock outstanding as of immediately prior to the Effective Time (a “Tribune Stock Option”) was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the value of the Merger Consideration over the exercise price per share of such Tribune Stock Option, without any interest and subject to all applicable withholding. Any Tribune Stock Option that had an exercise price per share that was greater than or equal to the Merger Consideration was cancelled for no consideration or payment.
At the Effective Time, each award of Tribune restricted stock units outstanding as of immediately prior to the Effective Time (“Tribune RSUs”) immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune RSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding (the “RSU Consideration”), except that each award of Tribune RSUs granted to an employee on or after December 1, 2018 (other than Tribune RSUs required to be granted pursuant to employment agreements or offer letters) (“Annual Tribune RSUs”) that had vested as of the Effective Time was cancelled and converted into the right to receive the RSU Consideration and any Annual Tribune RSUs that remained unvested as of the Effective Time was cancelled for no consideration or payment.
At the Effective Time, each award of Tribune performance stock units outstanding as of immediately prior to the Effective Time (“Tribune PSUs”) immediately vested (with performance conditions for each open performance period as of the closing date deemed achieved at the applicable “target” level performance for such Tribune PSUs) and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune PSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding.
Each outstanding award of Tribune deferred stock units outstanding as of immediately prior to the Effective Time (“Tribune DSUs”) was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune DSUs multiplied by the Merger Consideration, without interest and subject to all applicable withholding.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to Tribune’s Current Report on Form 8-K filed with the SEC on December 4, 2018 and is incorporated by reference herein.
Concurrently with the closing of the Merger, Tribune (i) repaid all obligations under the Credit Agreement, dated as of December 27, 2013, among Tribune, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swing line lender and l/c issuer, and the other lenders party thereto (as amended, supplemented, waived or otherwise modified from time to time, the “Existing Credit Agreement”), and (ii) redeemed all of Tribune’s outstanding 5.875% Senior Notes due 2022 issued pursuant to the Indenture, dated as of June 24, 2015, among Tribune, the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (as amended and supplemented, the “Existing Indenture”). The Existing Credit Agreement and the Existing Indenture were each terminated in connection with such transactions. The material terms of the Existing Credit Agreement and the Existing Indenture are described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in Tribune’s Annual Report on Form 10-K for the year ended December 31, 2018.