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Tribune Publishing Company in New $25MM ABL Facility

August 05, 2014, 07:14 AM
Filed Under: Media

Tribune Media Company has completed its spin-off 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.

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.

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.







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