TRIBUNE MEDIA COMPANY (NYSE:TRCO) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On May8, 2017, Sinclair Broadcast Group, Inc., a Maryland
corporation (Sinclair), entered into an Agreement and Plan of
Merger (the Merger Agreement) with Tribune Media Company, a
Delaware corporation (Tribune), providing for the acquisition by
Sinclair of all of the outstanding shares of Tribune ClassA
common stock, par value $0.001 per share (the Tribune ClassA
Stock), and of Tribune Class B common stock, par value $0.001 per
share (Tribune Class B Stock, and together with the Tribune
ClassA Stock, the Tribune Stock), by means of a merger of a
wholly owned subsidiary of Sinclair (Merger Sub) with and into
Tribune (the Merger), with Tribune surviving the Merger as a
wholly owned subsidiary of Sinclair (the Surviving Corporation).

Transaction Structure

In the Merger, each share of Tribune Stock will be converted into
the right to receive (i)$35.00 in cash, without interest and less
any required withholding taxes (such amount, the Cash
Consideration), and (ii)0.2300 (the Exchange Ratio) of a validly
issued, fully paid and nonassessable share of ClassA common
stock, $0.01 par value per share (the Sinclair Common Stock), of
Sinclair (the Stock Consideration, and together with the Cash
Consideration, the Merger Consideration).

The Merger Agreement provides that each holder of an outstanding
Tribune stock option (whether or not vested) will receive, for
each share of Tribune Stock subject to the such stock option, a
cash payment equal to the excess, if any, of the value of the
Merger Consideration (with the Stock Consideration valued over a
specified period prior to the consummation of the Merger) and the
exercise price per share of such option, without interest and
subject to all applicable withholding.

Each outstanding Tribune restricted stock unit award will be
converted into a cash-settled restricted stock unit award
reflecting a number of shares of Sinclair Common Stock equal to
the number of shares of Tribune Stock subject to such award
multiplied by a ratio equal to (i)the Exchange Ratio plus (ii)the
Cash Consideration divided by the trading value of the Sinclair
Common Stock over a specified period prior to the consummation of
the Merger. Otherwise, each such award will continue to subject
to the same terms and conditions as such award was subject prior
to the Merger.

Each outstanding Tribune performance stock unit (other than
supplemental performance stock units) will automatically become
vested at target level of performance and will be entitled to
receive an amount of cash equal to the number of shares of
Tribune Stock that are subject to such unit as so vested
multiplied by the sum of (i)the Cash Consideration and (ii)the
Exchange Ratio multiplied by the trading value of the Sinclair
Common Stock over a specified period prior to the consummation of
the Merger without interest and subject to all applicable
withholding.

Each holder of an outstanding Tribune supplemental performance
stock unit that will vest in accordance with its existing terms
will be entitled to receive an amount of cash equal to the number
of shares of Tribune Stock that are subject to such unit as so
vested multiplied by the sum of (i)the Cash Consideration and
(ii)the Exchange Ratio multiplied by the trading value of the
Sinclair Common Stock over a specified period prior to the
consummation of the Merger without interest and subject to all
applicable withholding. Any supplemental performance stock units
that do not vest will be canceled without any consideration.

Each holder of an outstanding Tribune deferred stock unit will be
entitled to receive an amount of cash equal to the number of
shares of Tribune Stock that are subject to such unit as so
vested multiplied by the sum of (i)the Cash Consideration and
(ii)the Exchange Ratio multiplied by the trading value of the
Sinclair Common Stock over a specified period prior to the
consummation of the Merger without interest and subject to all
applicable withholding.

Each outstanding Tribune warrant will become a warrant
exercisable, at its current exercise price, for the Merger
Consideration in respect of each share of Tribune Stock subject
to the warrant prior to the Merger.

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Conditions to the Merger

The consummation of the Merger is subject to the satisfaction or
waiver of certain customary conditions, including, among others:
(i)the approval of the Merger by the stockholders of Tribune,
(ii)the receipt of approval from the Federal Communications
Commission and the expiration or termination of the waiting
period applicable to the Merger under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, (iii)the
effectiveness of a registration statement on Form S-4 registering
the Sinclair Common Stock to be issued in connection with the
Merger and no stop order or proceedings seeking the same have
been initiated by the Securities and Exchange Commission, (iv)the
listing of the Sinclair Common Stock to be issued in the Merger
on the NASDAQ Global Select Market and (v)the absence of certain
legal impediments to the consummation of the Merger.

Sinclairs and Tribunes respective obligation to consummate the
Merger are also subject to certain additional customary
conditions, including (i)material accuracy of representations and
warranties of the other party, (ii)performance by the other party
of its covenants in all material respects and (iii)since the date
of the Merger Agreement, no material adverse effect with respect
to the other party having occurred.

The Merger does not require approval of the Sinclair stockholders
and is not subject to any financing contingency.

Non-Solicit

Both parties have agreed, among other things, (i)not to solicit,
initiate, knowingly encourage or knowingly facilitate alternative
acquisition proposals from third parties and (ii)subject to
certain exceptions, not to engage in any discussions or
negotiations with any third parties, or furnish any nonpublic
information, regarding alternative acquisition proposals.

Before the Tribune stockholders approve the Merger: (i)if Tribune
receives a bona fide alternative acquisition proposal that the
Tribune board of directors determines in good faith is or would
reasonably be expected to lead to a superior proposal, and the
board determines that that the failure to take the following
actions would reasonably be expected to be inconsistent with the
Tribune board of directors fiduciary duties under applicable law,
then Tribune may furnish nonpublic information with respect to
Tribune and its subsidiaries to the person making such
alternative acquisition proposal and engage in discussions or
negotiations with such person regarding such alternative
acquisition proposal; (ii)Tribune may, subject to compliance with
certain obligations set forth in the Merger Agreement, including
the payment of a termination fee to Sinclair and customary notice
and matching rights in favor of Sinclair, terminate the Merger
Agreement to enter into a definitive agreement with respect to a
superior proposal in accordance with the Merger Agreement; and
(iii)the Tribune board of directors may change its recommendation
to the Tribune stockholders regarding adopting the Merger
Agreement (x)in response to an intervening event if the Tribune
board of directors determines in good faith that failure to take
action would reasonably be expected to be inconsistent with the
directors fiduciary duties under applicable law or (y)in response
to a bona fide alternative acquisition proposal if the Tribune
board of directors concludes in good faith that such alternative
acquisition proposal constitutes a superior proposal and that the
failure take such action would be reasonably likely to be
inconsistent with its fiduciary duties under applicable law, in
each case subject to customary notice and matching rights in
favor of Sinclair.

Other Terms of the Merger Agreement

The Merger Agreement contains customary representations,
warranties and covenants for a transaction of this nature. The
Merger Agreement also contains customary mutual pre-closing
covenants, including the obligation of Sinclair and Tribune to
conduct their respective businesses in all material respects in
the ordinary course consistent with past practices and to refrain
from taking certain specified actions without the consent of the
other party.

The Merger Agreement contains certain termination rights for both
Sinclair and Tribune. Upon termination of the Merger Agreement
under specific circumstances, Tribune will be required to pay
Sinclair a termination fee. If the Merger Agreement is terminated
in connection with Tribune entering into a definitive agreement
with respect to a superior proposal, as well as under certain
other circumstances, the termination fee payable by Tribune to
Sinclair will be $135,500,000. If the Merger Agreement is
terminated because the required Tribune stockholder vote is not
obtained at a stockholder meeting duly held for such purpose, the
amount of the termination fee payable by Tribune will be equal to
the sum of $38,500,000 plus Sinclairs costs and expenses,
not to exceed $10,000,000 (Parent Expenses). If the Merger
Agreement is terminated (i)by either Tribune or Sinclair because
the Merger has not occurred by the end date described below or
because Tribune stockholder approval is not obtained at a
stockholder meeting duly held for such purpose or (ii)by Sinclair
in respect of a willful breach of Tribunes covenants or
agreements that would give rise to the failure of a closing
condition that is incapable of being cured within the time
periods prescribed by the Merger Agreement, and an alternative
acquisition proposal has been

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made to Tribune and publicly announced and not withdrawn prior to
the termination or the date of the stockholders meeting, as
applicable, and within twelve months after termination of the
Merger Agreement, Tribune enters into a definitive agreement with
respect to an alternative acquisition proposal (and subsequently
consummates such transaction) or consummates a transaction with
respect to an alternative acquisition proposal, Tribune will pay
Sinclair $135,500,000 less the Parent Expenses paid.

In addition to the foregoing termination rights, either party may
terminate the Merger Agreement if the Merger is not consummated
on or before an end date of May8, 2018, with an automatic
extension to August8, 2018, if necessary to obtain regulatory
approval under circumstances specified in the Merger Agreement.

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, a copy
of which is attached to this report as Exhibit 2.1 and which is
incorporated herein by reference.

The Merger Agreement has been attached to provide investors with
information regarding its terms. It is not intended to provide
any other factual information about Tribune or Sinclair. In
particular, the assertions embodied in the representations and
warranties contained in the Merger Agreement are qualified by
information in confidential Disclosure Letters provided by each
of Tribune and Sinclair to the other in connection with the
signing of the Merger Agreement. These confidential Disclosure
Letters contain information that modifies, qualifies and creates
exceptions to the representations and warranties and certain
covenants set forth in the Merger Agreement. Moreover, certain
representations and warranties in the Merger Agreement were used
for the purposes of allocating risk between Tribune and Sinclair
rather than establishing matters as facts. In addition, investors
are not third party beneficiaries under the Merger Agreement.
Accordingly, the representations and warranties in the Merger
Agreement should not be relied on as characterizations of the
actual state of facts about Tribune or Sinclair.

Voting Agreement

In connection with entering into the Merger Agreement, Oaktree
Tribune, L.P. and OCM FIE, LLC, affiliates of Oaktree Capital
Management (the Oaktree Stockholders), who collectively hold
approximately 16.3% of the issued and outstanding shares of
Tribune ClassA Stock, entered into a voting and support agreement
with Sinclair (the Oaktree Support Agreement). The Oaktree
Support Agreement requires that the Oaktree Stockholders vote
their shares of Tribune ClassA Stock to approve the Merger and
take certain other actions in furtherance of the transactions
contemplated by the Merger Agreement, including voting any shares
such parties then hold against an alternative acquisition
proposal. The Oaktree Support Agreement terminates upon the
earliest of (i)the effective time of the Merger, (ii)a
termination of the Merger Agreement in accordance with its terms,
and (iii)in the event that the Merger Agreement is amended or
modified or a provision thereof is waived in a manner that alters
or changes the amount or kind consideration to be paid to
Tribunes stockholders.

NO OFFER OR SOLICITATION / ADDITIONAL INFORMATION AND
WHERE TO FIND IT

This communication is for information purposes only and does not
constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale, issuance or transfer of securities in
any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section10 of the Securities Act of 1933, as
amended.

This communication is being made in respect of a proposed
business combination involving Sinclair and Tribune. In
connection with the proposed transaction, Tribune and Sinclair
intend to file relevant materials with the SEC, including a
Registration Statement on Form S-4 to be filed by Sinclair that
will include a preliminary proxy statement of Tribune and that
will also constitute a prospectus of Sinclair. The information in
the preliminary proxy statement/prospectus will not be complete
and may be changed. Tribune will deliver the definitive proxy
statement to its shareholders as required by applicable law. This
communication is not a substitute for any prospectus, proxy
statement or any other document that may be filed with the SEC in
connection with the proposed business combination. INVESTORS AND
SECURITY HOLDERS OF SINCLAIR AND TRIBUNE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION.

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Investors and security holders will be able to obtain these
materials (when they are available) and other documents filed
with the SEC free of charge at the SECs website, www.sec.gov.
Copies of documents filed with the SEC by Sinclair (when they
become available) may be obtained free of charge on Sinclairs
website at www.sbgi.net or by directing a written request to
Sinclair at 10706 Beaver Dam Road, Hunt Valley, MD 21030,
Attention: Lucy A. Rutishauser. Copies of documents filed with
the SEC by Tribune (when they become available) may be obtained
free of charge on Tribunes website at www.tribunemedia.com.

PARTICIPANTS IN THE MERGER SOLICITATION

Tribune and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding these persons who
may, under the rules of the SEC, be considered participants in
the solicitation of Tribune stockholders in connection with the
proposed transaction is set forth in the proxy
statement/prospectus described above to be filed with the SEC.
Additional information regarding Tribunes executive officers and
directors is included in Tribunes proxy statement for its 2017
annual meeting of shareholders filed with the SEC on March24,
2017, which can be obtained free of charge from the sources
indicated above.

FORWARD-LOOKING STATEMENTS

Certain statements and information in this communication may be
deemed to be forward-looking statements within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to Tribunes and Sinclairs objectives, plans
and strategies, and all statements (other than statements of
historical facts) that address activities, events or developments
that Tribune and Sinclair intend, expect, project, believe or
anticipate will or may occur in the future. These statements are
often characterized by terminology such as believe, hope, may,
anticipate, should, intend, plan, will, expect, estimate,
project, positioned, strategy and similar expressions, and are
based on assumptions and assessments made by Tribunes and
Sinclairs management in light of their experience and their
perception of historical trends, current conditions, expected
future developments, and other factors they believe to be
appropriate. Any forward-looking statements in this communication
are made as of the date hereof, and Tribune and Sinclair
undertake no duty to update or revise any such statements,
whether as a result of new information, future events or
otherwise. Forward-looking statements are not guarantees of
future performance. Whether actual results will conform to
expectations and predictions is subject to known and unknown
risks and uncertainties, including: risks and uncertainties
discussed in the reports that Tribune and Sinclair have filed
with the SEC; general economic, market, or business conditions;
risks associated with the ability to consummate the business
combination between Tribune and Sinclair and the timing of the
closing of the business combination; the risk that a regulatory
approval that may be required for the proposed transaction is
delayed, is not obtained or is obtained subject to conditions
that are not anticipated; pricing fluctuations in local and
national advertising; future regulatory actions and conditions in
the television stations operating areas; competition from others
in the broadcast television markets; volatility in programming
costs; the ability to successfully integrate Tribunes and
Sinclairs operations and employees; the ability to realize
anticipated benefits and synergies of the business combination;
the potential impact of announcement of the business combination
or consummation of the transaction on relationships, including
with employees, customers and competitors; andother circumstances
beyond Tribunes and Sinclairs control. Refer to the section
entitled Risk Factors in Tribunes and Sinclairs annual and
quarterly reports filed with the SEC and in the Form S-4 to be
filed by Sinclair with the SEC at a later date for a discussion
of important factors that could cause actual results,
developments and business decisions to differ materially from
forward-looking statements.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

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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.

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EXHIBIT INDEX

About TRIBUNE MEDIA COMPANY (NYSE:TRCO)

Tribune Media Company is a diversified media and entertainment business. As of December 31, 2016, the Company consisted of 42 local television stations that were either owned by the Company or owned by others but to which it provides certain services, along with a national general entertainment cable network, a radio station, a production studio, a portfolio of real estate assets and investments in a range of media, Websites and other related assets. Its business consists of its Television and Entertainment operations and the management of certain of its real estate assets. The Television and Entertainment segment provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and television series and movies on WGN America, including through content produced by Tribune Studios and its production partners, as well as news, entertainment and sports information via its Websites and other digital assets.

TRIBUNE MEDIA COMPANY (NYSE:TRCO) Recent Trading Information

TRIBUNE MEDIA COMPANY (NYSE:TRCO) closed its last trading session up +2.11 at 42.40 with 30,885,711 shares trading hands.