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

Item1.01.

On June21, 2017 the consent deadline for Tribune Media Companys
(Tribune) previously announced consent solicitation with respect
to its outstanding 5.875% Senior Notes due 2022 (the Notes)
passed and holders of a majority of the outstanding principal
amount of the Notes have delivered consents to the proposed
amendments (the Amendments) to the indenture governing the Notes.
On June22, 2017, Tribune entered into the fourth supplemental
indenture (the Supplemental Indenture) to the Indenture, dated as
of June24, 2015 (as supplemented and amended, the Indenture),
among Tribune, the subsidiary guarantors from time to time
parties thereto and The Bank of New York Mellon Trust Company,
N.A., as trustee, governing the Notes, which effects the
Amendments.

The Amendments (i)eliminate any requirement for Tribune to make a
Change of Control Offer (as defined in the Indenture) to holders
of the Notes in connection with the transactions contemplated by
the previously announced agreement and plan of merger entered
into on May8, 2017 by and among Tribune, Sinclair Broadcast
Group, Inc. (Sinclair) and Samson Merger Sub Inc. (Merger Sub),
to which Merger Sub will be merged with and into Tribune (the
Merger), with Tribune surviving the merger as a wholly-owned
subsidiary of Sinclair, (ii)clarify the treatment under the
Indenture of the proposed structure of the transaction and
facilitate the integration of Tribune and its subsidiaries and
the Notes with and into Sinclairs debt capital structure, and
(iii)eliminate the expense associated with producing and filing
with the Securities and Exchange Commission (the SEC) separate
financial reports for Sinclair Television Group, Inc. (STG), a
wholly-owned subsidiary of Sinclair, as successor issuer of the
Notes, if Sinclair or any other parent entity of the successor
issuer of the Notes, in its sole discretion, provides an
unconditional guarantee of the payment obligations of the
successor issuer under the Notes.

The Amendments will not become operative until immediately prior
to the effective time of the Merger and will not become operative
if the Merger is not consummated or the other conditions of the
consent solicitation to which the Amendments were approved are
not satisfied or waived.

The Supplemental Indenture is attached hereto as Exhibit 4.1. The
foregoing description of the Supplemental Indenture is qualified
in its entirety by reference to the full text of the Supplemental
Indenture, which is incorporated herein by reference.

On June 22, 2017, Tribune announced the results of the consent
solicitation with respect to the Notes. A copy of Tribunes press
release is attached as Exhibit 99.1 and incorporated by reference
herein.

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TRIBUNE MEDIA CO Exhibit
EX-4.1 2 d377891dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 TRIBUNE MEDIA COMPANY,…
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