Tribune Co - Current report filing (8-K)
09 July 2008 - 7:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
July 1, 2008
Commission file number 1-8572
TRIBUNE
COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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36-1880355
(I.R.S. Employer
Identification No.)
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435 North Michigan Avenue
Chicago, Illinois
(Address of principal executive offices)
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60611
(Zip code)
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Registrants
telephone number, including area code:
(312)
222-9100
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the obligation of the registrant
under any of the following provisions:
o
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM
1.01.
ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
As
of July 1, 2008, Tribune Company and Tribune Receivables, LLC, a
wholly-owned bankruptcy-remote special purpose subsidiary of Tribune Company
(the Receivables Subsidiary), entered into a $300 million trade receivables
securitization facility.
Pursuant
to a receivables purchase agreement, dated as of July 1, 2008 (the Receivables
Purchase Agreement), among Tribune Company, the Receivables Subsidiary and
certain other subsidiaries of Tribune Company (the Operating Subsidiaries),
the Operating Subsidiaries will sell certain trade receivables and related
assets (the Receivables) to Tribune Company on a daily basis. Tribune Company, in turn, will sell such
Receivables (including Receivables purchased from the Operating Subsidiaries)
to the Receivables Subsidiary, also on a daily basis. The Receivables Purchase Agreement is filed
as Exhibit 10.1 to this Report on Form 8-K and is incorporated herein
by reference. Receivables transferred to
the Receivables Subsidiary will be assets of the Receivables Subsidiary and not
of Tribune Company or any of the Operating Subsidiaries (and accordingly will
not be available to the creditors of Tribune Company or any of the Operating
Subsidiaries).
The
Receivables Subsidiary has also entered into a receivables loan agreement,
dated as of July 1, 2008 (the Receivables Loan Agreement), among Tribune
Company, as servicer, the Receivables Subsidiary, as borrower, certain entities
from time to time parties thereto as conduit lenders and committed lenders (the
Lenders), certain financial institutions from time to time parties thereto as
funding agents, and Barclays Bank PLC, as administrative agent. Pursuant to the Receivables Loan Agreement,
the Lenders will, from time to time, make advances to the Receivables
Subsidiary. The advances will be secured
by, and repaid through collections on, the Receivables owned by the Receivables
Subsidiary. The aggregate outstanding
principal amount of the advances may not exceed $300 million. Tribune Company (directly and indirectly
through the Operating Subsidiaries) will service the Receivables, and the
Receivables Subsidiary will pay a fee to Tribune Company for such services. The
Receivables Loan Agreement is filed as Exhibit 10.2 to this Report on Form 8-K
and is incorporated herein by reference.
Advances
under the Receivables Loan Agreement that are funded through commercial paper
issued by the Lenders will accrue interest based on the applicable commercial
paper interest rate or discount rate, plus a margin. All other advances will
accrue interest at (i) LIBOR, (ii) the prime rate or (iii) the
federal funds rate, in each case plus an applicable margin. The Receivables Loan Agreement includes
customary early amortization events and events of default for facilities of
this nature. The Receivables Subsidiary
is required to repay the advances in full by no later than July 1, 2010.
The
summary of the Receivables Purchase Agreement and the Receivables Loan
Agreement set forth above is qualified in its entirety by reference to Exhibits
10.1 and 10.2 filed with this Report on Form 8-K.
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ITEM 2.03.
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CREATION OF A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT.
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The
information set forth above in Item 1.01 of this Form 8-K is incorporated
herein by reference.
A
copy of the press release announcing the trade receivables securitization facility
is attached to this Report on Form 8-K as Exhibit 99.1.
ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
Exhibits to this Form 8-K
Exhibit No.
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Description
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10.1
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Receivables
Purchase Agreement, dated as of July 1, 2008, among Tribune Company, as
Parent and as Servicer, Subsidiaries of Parent party thereto, as
Sub-Originators and Tribune Receivables, LLC, as Buyer
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10.2
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Receivables
Loan Agreement, dated July 1, 2008, among Tribune Receivables, LLC, as
Borrower, Tribune Company, as Servicer, the persons from time to time party
thereto as Conduit Lenders and Committed Lenders, Barclays Bank PLC, and the
persons from time to time parties thereto as Funding Agents and Barclays Bank
PLC, as Administrative Agent
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99.1
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Press
Release of Tribune Company dated July 3, 2008
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3
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.
Dated:
July 8, 2008
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TRIBUNE
COMPANY
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By:
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/s/
David P. Eldersveld
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Name:
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David
P. Eldersveld
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Title:
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Vice
President/Deputy General
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Counsel
and Secretary
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4
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Receivables
Purchase Agreement, dated as of July 1, 2008, among Tribune Company, as
Parent and as Servicer, Subsidiaries of Parent party thereto, as
Sub-Originators and Tribune Receivables, LLC, as Buyer
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10.2
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Receivables
Loan Agreement, dated July 1, 2008, among Tribune Receivables, LLC, as
Borrower, Tribune Company, as Servicer, the persons from time to time party
thereto as Conduit Lenders and Committed Lenders, Barclays Bank PLC, and the
persons from time to time parties thereto as Funding Agents and Barclays Bank
PLC, as Administrative Agent
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99.1
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Press
Release of Tribune Company dated July 3, 2008
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5
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