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

Item 1.01 Entry into a Material Definitive Agreement.

Oaktree Purchase Agreement

On March23, 2017, tronc,Inc. (the Company) entered into a
Purchase Agreement (the Purchase Agreement) with investment funds
associated with Oaktree Capital Management, L.P. (Oaktree), to
which the Company agreed to repurchase an aggregate of 3,745,947
shares of the Companys common stock from Oaktree at a purchase
price of $15.00 per share. In addition, in the event that (i)the
Company undergoes a Change of Control (as defined in the Purchase
Agreement) within one year after the date hereof, or enters into
a definitive agreement concerning a Change of Control within one
year after the date hereof (which transaction is subsequently
consummated), and (ii)the consideration per share payable to
holders of the Companys common stock in connection with such
consummated Change of Control is greater than $15.00 per share,
then the Company has agreed to pay Oaktree additional
consideration per share equal to the difference between the
consideration per share payable to holders of the Companys common
stock in connection with such consummated Change of Control and
$15.00. The Purchase Agreement also contains a standstill
covenant prohibiting Oaktree from acquiring, directly or
indirectly, any of the Companys common stock, soliciting proxies
to vote shares of the Companys common stock or taking certain
actions with respect to any business combination, asset
acquisition or disposition or similar transaction involving the
Company for a period of two years after the date hereof (the
Standstill Period). The parties also agreed to a mutual
non-disparagement covenant applicable during the Standstill
Period. In addition, the parties agreed to a mutual release of
claims.

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

Amendment to Securities Purchase Agreement

On March23, 2017, the Company entered into Amendment No.1 (the
Amendment) to that certain Securities Purchase Agreement (the
Agreement), by and among the Company, Merrick Media, LLC and
Michael W. Ferro,Jr. The Amendment increases the maximum
percentage of the Companys shares of common stock that Merrick
Media, LLC and its affiliates may acquire from 25% to 30%.

The foregoing summary of the Amendment is qualified in its
entirety by reference to the text of the Amendment, which is
attached as Exhibit10.2 to this Current Report on Form8-K and
incorporated herein by reference.

Item 9.01Financial Statements and
Exhibits.

(d)Exhibits

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.

TRONC, INC. (NASDAQ:TRNC) Recent Trading Information

TRONC, INC. (NASDAQ:TRNC) closed its last trading session down -0.23 at 13.16 with 148,583 shares trading hands.