TRONC, INC. (NASDAQ:TRNC) Files An 8-K Entry into a Material Definitive Agreement

TRONC, INC. (NASDAQ:TRNC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.

On December 20, 2017, Tribune Publishing Company, LLC (“TPC”), a subsidiary of tronc, Inc. (the “Company”) and, solely for certain sections thereof, the Company, entered into a Consulting Agreement (the “Agreement”) with Merrick Ventures LLC (“Merrick Ventures”) and, solely for certain sections thereof, Michael W. Ferro, Jr. and Merrick Media, LLC (“Merrick Media”). Mr. Ferro is (1) Chairman and Chief Executive Officer of Merrick Ventures and (2) the manager of Merrick Venture Management, LLC which is the sole manager of Merrick Media. The Agreement provides for the engagement of Merrick Ventures on a non-exclusive basis to provide certain management expertise and technical services for an annual fee of $5 million in cash, payable in advance on the first business day of each calendar year. During the term of the Agreement, Merrick Ventures and Mr. Ferro agreed to certain non-competition covenants relating to engaging in certain other daily printed newspaper businesses, subject to certain exceptions.

The Agreement provides for a rolling three-year term, with the initial term continuing through December 31, 2020. Unless any party gives notice of termination by October 1 of any year during the term, an additional year is added to the term of the Agreement at the end of each year starting on December 31, 2018. The Agreement also provides that the Aircraft Dry Sublease Agreement, effective as of February 4, 2016, between TPC and Merrick Ventures, as first disclosed in the Company’s Proxy Statement on Schedule 14A filed on April 19, 2016, will terminate as of December 31, 2017 and after such time, Merrick Ventures and Mr. Ferro shall be responsible for all travel expenses (including private plane expenses) incurred by them in performance of their services for TPC rather than TPC reimbursing them for such expenses.

In addition, the Agreement amends certain terms of that certain Securities Purchase Agreement, by and among the Company, Merrick Media and Mr. Ferro (as amended, the “SPA”) to provide for:

(i)	an extension of the restriction on acquiring more than 30% of the Company’s outstanding shares by Merrick Media or its affiliates to the later of (x) February 4, 2019 or (y) 30 days following the termination of the Agreement;

(ii)	the application of the transfer restrictions set forth in Section 10.2 of the SPA to all shares held by Merrick Media and its affiliates (as opposed to only those shares purchased by them under the SPA) and the extension of such restriction until the later of (x) February 4, 2019 or (y) 30 days following the termination of the Agreement;

(iii)	the removal of the restriction on transfers of shares of common stock of the Company by Merrick Media or its affiliates to any party that would, as a result, hold more than 4.9% of the Company’s outstanding shares; and

(iv)	the application to all shares owned by Merrick Media and its affiliates (as opposed to only the shares purchased under the SPA) of the right of first offer in favor of the Company on proposed transfers of at least 2% of the then-outstanding number of shares of the Company’s common stock, subject to certain notice provisions.

The termination of the Agreement does not affect the foregoing amendments to the SPA, which shall survive any such termination. The SPA was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2016 and an amendment thereto was attached as Exhibit 10.1 to the Company Current Report on Form 8-K filed with the SEC on March 23, 2017.

The foregoing summary of the Agreement is qualified in its entirety by reference to the text of the Agreement, which is attached as Exhibit10.1 to this Current Report on Form8-K and incorporated herein by reference.

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Also on December 20, 2017, Tribune Publishing Company, LLC (“TPC”), a wholly owned subsidiary of tronc, Inc. (the “Company”), entered into a new employment agreement with Julie K. Xanders, the Company’s Executive Vice President, General Counsel & Secretary, in connection with the upcoming expiration of her current employment agreement on January 3, 2018. The new employment agreement will be effective January 4, 2018.

to the new employment agreement, Ms. Xanders will continue to receive an annual base salary of $465,000, subject to periodic adjustment as determined by the Board. She is also eligible to receive an annual cash bonus, with a target of 50% of base salary. In addition, Ms. Xanders received a grant of 30,000 restricted stock units on December 20, 2017, vesting in three equal installments over three years.

Ms. Xanders’ employment agreement provides that, if the Company terminates her employment without cause (and other than due to death or disability) or she resigns for good reason, subject to her execution and non-revocation of a release of claims, Ms. Xanders will be paid, in addition to her previously-accrued compensation, the following severance: (i) an amount equal to her annual base salary paid as salary continuation over a 52 week period following her severance, (ii) any unpaid annual bonus with respect to the calendar year immediately preceding the calendar year of termination of employment, and (iii) a pro-rata amount of her annual bonus based on actual performance with respect to the calendar year of termination of employment. The terms “cause” and “good reason” are defined in her employment agreement.

Ms. Xanders’ new employment agreement also contains certain restrictive covenants for the Company’s benefit. She also is required to maintain the confidentiality of the Company’s confidential information.

The foregoing description of the new employment agreement is qualified in its entirety by reference to the text of the employment agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

tronc, Inc. ExhibitEX-10.1 2 exhibit101merrick.htm EXHIBIT 10.1 Exhibit Exhibit 10.1                                            CONSULTING AGREEMENTThis Consulting Agreement (“Agreement”) is made as of the 20th day of December 2017 (the “Effective Date”),…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.