Tribune's board of directors formally approves spinoff of Tribune Publishing, setting July 28 as record date for distribution of shares of company stock; distribution expected on Aug. 4
July 15, 2014
– Tribune Company Board of Directors Approves the Separation of Tribune Publishing Company and Establishes July 28, 2014 as the Record Date for the Distribution of Shares of Tribune Publishing Company Common Stock
Tribune Company (OTC: TRBAA) today announced the timing and details regarding the separation of its publishing business by means of a pro-rata dividend of 98.5% of the outstanding shares of Tribune Publishing Company common stock.
The Tribune Company Board of Directors 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 will effectuate the spin-off and result in the legal and structural separation of the two companies. Following the spin-off, Tribune Company will continue 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 warrantholders of record as of 5:00 p.m., New York time, on July 28, 2014, the record date for the distribution. The distribution is expected to occur on August 4, 2014.
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 expects to have 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 we expect that a limited trading market, known as a “when-issued” market, will begin on the New York Stock Exchange on July 24, 2014, 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 August 5, 2014, the first trading day following the completion of the distribution.
We expect that, from a date determined by the OTC Bulletin Board through the distribution date, there will be two markets in Tribune Company Class A and Class B common stock and warrants: a “regular-way” (or “due bills”) market and an “ex-distribution” market. Tribune Company common stock and warrants that trade on the regular-way market will trade with an entitlement to shares of Tribune Publishing Company common stock on the distribution date. Tribune Company common stock and warrants that trade on the ex-distribution market will trade without an entitlement to shares of Tribune Publishing Company common stock on the distribution date. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Tribune Company or Tribune Publishing Company securities on or before the distribution date.
For U.S. federal income tax purposes, the distribution of Tribune Publishing Company stock is intended to be tax-free to Tribune Company stockholders and warrantholders, except for cash received in lieu of fractional shares. Tribune Company has received a private letter ruling from the U.S. Internal Revenue Service and expects to receive an opinion of tax counsel confirming that the distribution of shares of Tribune Publishing Company common stock generally will not be taxable to Tribune Company or U.S. holders of Tribune Company common stock or warrants. Tribune Company stockholders are urged to consult their tax advisor with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the spin-off.
The distribution is subject to the satisfaction or waiver of a number of conditions described in the registration statement on Form 10, filed by Tribune Publishing Company with the Securities and Exchange Commission (“SEC”). Tribune Company also reserves the right to withdraw and cancel the distribution if, at any time prior to the distribution date, the board of directors of Tribune Company determines, in its sole discretion, that the distribution is not in the best interest of Tribune Company or its stockholders, or that market conditions are such that it is not advisable to consummate the distribution.
When available, copies of the information statement relating to the proposed spin-off may be obtained from Computershare Trust Company, N.A., by calling (877) 373-6374 (toll-free).
A registration statement on Form 10 relating to Tribune Publishing Company common stock has been filed with the SEC, but has not yet become effective. The distribution of Tribune Publishing Company common stock will be made in book-entry form, which means no physical certificates of Tribune Publishing Company will be issued. No action is required by Tribune Company stockholders or warrantholders in order to receive shares of Tribune Publishing Company. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
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