As Tribune has completed the spin-off of its newspaper businesses, Tribune Company has begun operating under the name Tribune Media Company. Tribune Media combines Tribune Broadcasting, WGN America, Tribune Studios, Tribune Digital Ventures, WGN Radio in Chicago, and Tribune Real Estate.
“In the last year, we have executed a strategy designed to embrace a rapidly changing media environment,” said Peter Liguori, President and CEO, Tribune Media Company. “We doubled the size of our broadcast group, re-launched our national cable network, WGN America, with high-quality original programming, and expanded our digital businesses that power some of the world’s leading media brands. The result is a rich and diverse portfolio of media properties and the birth today of Tribune Media Company.”
Tribune Media Company (OTC:TRBAA) is 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.
The separation of its publishing business was done via a pro-rata dividend of 98.5% of the outstanding shares of Tribune Publishing Company common stock.
The Tribune board 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 effectuated the spin-off and resulted in the legal and structural separation of the two companies. Following the spin-off, Tribune Company continues 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 warrant holders of record as of 5:00 p.m., New York time, on 7/28/14, the record date for the distribution.
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 had 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 they expect that a limited trading market, known as a “when-issued” market, will begin on the New York Stock Exchange on 7/24/14, 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 8/5/14, the first trading day following the completion of the distribution.
