TRONC, INC. (NASDAQ:TRNC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
On May 28, 2018, Tribune Publishing Company, LLC (“Purchaser”), a wholly-owned subsidiary of tronc, Inc. (the “Company”), acquired Virginian-Pilot Media Companies, LLC (“Virginian-Pilot”), a company engaged in the ownership and operation of The Virginian-Pilot daily newspaper based in Norfolk, Virginia, to a Securities Purchase Agreement, entered into on the same date (the “Purchase Agreement”), by and among Purchaser, Virginian-Pilot and Landmark Media Enterprises, LLC (“Seller”).
Upon the terms and subject to the conditions set forth in the Purchase Agreement, Purchaser acquired (the “Acquisition”) all of the issued and outstanding membership interests in Virginian-Pilot from Seller for a cash purchase price of $34,000,000, subject to a post-closing working capital adjustment. As part of the Acquisition, Purchaser also acquired Virginian-Pilot’s real estate portfolio (comprised of approximately 460,000 square feet), including its headquarter building in downtown Norfolk, its printing and distribution facilities in Virginia Beach and a number of satellite offices in Norfolk and North Carolina. The Purchase Agreement also contains representations, warranties, covenants, and indemnities of the parties thereto.
The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1, and incorporated herein by reference.
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Item 7.01 |
Regulation FD Disclosure. |
On May 29, 2018, the Company issued a press release relating to the Acquisition described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
* This agreement is included to provide you with information regarding its terms and is not intended to provide any other factual or disclosure information about the Company or the parties to the agreement. The agreement may contain representations and warranties by the parties to the agreement. These representations and warranties have been made solely for the benefit of the other party or parties to the agreement and (1) should not in all instances be treated as categorical statements of fact, but rather as a means of allocating the risk to one of the parties if those statements prove to be inaccurate; (2) may have been qualified by disclosures that were made to the other party or parties in connection with the negotiation of the attached agreement, which disclosures are not necessarily reflected in the agreement; (3) may apply standards of materiality in a manner that is different from what may be viewed as material to you or other investors; and (4) were made only as of the date of the agreement or other date or dates that may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
† Schedules omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.
tronc, Inc. ExhibitEX-2.1 2 a2018virginia-pilotagreeme.htm EXHIBIT 2.1 Exhibit Exhibit 2.1 Securities Purchase Agreement By and among:Tribune Publishing Company,…To view the full exhibit click here
About TRONC, INC. (NASDAQ:TRNC)
tronc, Inc., formerly Tribune Publishing Company, is a content curation and monetization company focused on creating and distributing content across all channels. The Company’s portfolio of news and information brands includes daily and weekly titles, digital properties and verticals in markets across the country. The Company’s brands are sources of local news and information across all platforms, including print, online, mobile and social, in the markets they serve. Its media groups include the Chicago Tribune Media Group, the California News Group, the Sun Sentinel Media Group, the Orlando Sentinel Media Group, The Baltimore Sun Media Group, the Hartford Courant Media Group, The Morning Call Media Group and the Daily Press Media Group. The Company’s offerings also include a suite of digital, custom content and direct mail services and solutions for marketers.