TRCO / Tribune Media Company - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Tribune Media Company
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tribune Media Company
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 30, 2019 15-15D

TRCO / Tribune Media Company 15-15D - - 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-08572 333-210392 Tribune Media Company (and the subsidiary guara

September 30, 2019 15-12B

TRCO / Tribune Media Company 15-12B - - 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-08572 333-210392 Tribune Media Company (and the subsidiary guara

September 20, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2019 (September 17, 2019) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Inco

September 20, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commissio

September 20, 2019 EX-3.2

Amended and Restated Bylaws of Tribune Media Company

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF TRIBUNE MEDIA COMPANY A Delaware Corporation ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington Delaware 19808, in the County of New Castle. The name of the corporation’s registered agent at such address shall be Corporation

September 20, 2019 EX-3.1

Amended and Restated Certificate of Incorporation of Tribune Media Company

EX-3.1 Exhibit 3.1 EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRIBUNE MEDIA COMPANY FIRST: The name of the Corporation is Tribune Media Company (the “Corporation”). SECOND: The registered office of the Corporation in the State of Delaware is located at 251 Little Falls Drive, Wilmington, DE 19808, and County of New Castle. The name of its registered agent at such address is Cor

September 19, 2019 S-8 POS

TRCO / Tribune Media Company S-8 POS - - S-8 POS

S-8 POS 1 d792247ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 19, 2019 Registration No. 333-200807 Registration No. 333-211425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-200807 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-211425

September 19, 2019 S-8 POS

TRCO / Tribune Media Company S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 19, 2019 Registration No.

September 19, 2019 POSASR

TRCO / Tribune Media Company POSASR - - POSASR

As filed with the Securities and Exchange Commission on September 19, 2019 Registration No.

September 19, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 30, 2019, pursuant to the provisions of Rule 12d2-2 (a).

September 17, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commissio

September 17, 2019 SC 13D/A

TRCO / Tribune Media Company / GAMCO INVESTORS, INC. ET AL Activist Investment

SC 13D/A 1 trco01.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Tribune Media Company (Name of Issuer) Class A Common Stock (Title of Class of Securities) 896047503 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Numbe

September 12, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commissio

September 10, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 10, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commissio

September 6, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission

September 3, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission

August 28, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission F

August 21, 2019 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission F

August 15, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission F

August 13, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission F

August 9, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commissio

August 9, 2019 EX-99.1

Tribune Media Company Reports Second Quarter 2019 Results

EX-99.1 Exhibit 99.1 Tribune Media Company Reports Second Quarter 2019 Results NEW YORK, August 9, 2019 — Tribune Media Company (NYSE: TRCO) (the “Company”) today reported its results for the three and six months ended June 30, 2019. SECOND QUARTER 2019 FINANCIAL HIGHLIGHTS (compared to second quarter 2018) • Consolidated operating revenues decreased 1% to $484.0 million • Consolidated operating e

August 9, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as specifie

August 2, 2019 8-K

Other Events

8-K 1 d782920d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Inco

May 10, 2019 EX-99.1

Tribune Media Company Reports First Quarter 2019 Results

EX-99.1 Exhibit 99.1 Tribune Media Company Reports First Quarter 2019 Results NEW YORK, May 10, 2019 — Tribune Media Company (NYSE: TRCO) (the “Company”) today reported its results for the three months ended March 31, 2019. FIRST QUARTER 2019 FINANCIAL HIGHLIGHTS (compared to first quarter 2018) • Consolidated operating revenues increased 3% to $455.0 million • Consolidated operating expenses incr

May 10, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission

May 10, 2019 10-Q

Quarterly Report - 10-Q Q1 2019

10-Q 1 a10-qq12019.htm 10-Q Q1 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY

May 1, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d726206d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorpo

April 26, 2019 SC 13D/A

TRCO / Tribune Media Company / Magnetar Financial LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* TRIBUNE MEDIA COMPANY (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896047503 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847) 905-44

March 22, 2019 DEFA14A

TRCO / Tribune Media Company DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

March 22, 2019 DEF 14A

TRCO / Tribune Media Company DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 12, 2019 EX-99.1

Tribune Media Company Stockholders Approve Nexstar Merger

EX-99.1 Exhibit 99.1 Tribune Media Company Stockholders Approve Nexstar Merger NEW YORK, March 12, 2019—Tribune Media Company (the “Company”) (NYSE: TRCO) announced that at a special meeting held today, the stockholders of the Company voted overwhelmingly to approve the Company’s previously announced acquisition by Nexstar Media Group, Inc. (“Nexstar”). More than 95 percent of the votes cast by th

March 12, 2019 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 d715273d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Inco

March 1, 2019 EX-99.1

Tribune Media Company Reports Fourth Quarter and Full-Year 2018 Results

EX-99.1 Exhibit 99.1 Tribune Media Company Reports Fourth Quarter and Full-Year 2018 Results NEW YORK, March 1, 2019 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three months and year ended December 31, 2018. FOURTH QUARTER AND FULL-YEAR 2018 FINANCIAL HIGHLIGHTS (compared to the prior year period, unless otherwise noted) • Consolidated operating revenues

March 1, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d711021d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incor

March 1, 2019 EX-10.36

Employment Agreement, dated as of December 3, 2018, between Tribune Media Company and Lawrence Wert.

Exhibit 10.36 EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 3, 2018, between Tribune Media Company, a Delaware corporation (the “Company”), and Lawrence Wert (“Executive”). WHEREAS, the Company and Executive desire to enter into a written employment agreement to reflect the terms upon which Executive shall provide services to the Company, which shall supersede and replace the Employm

March 1, 2019 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Tribune Media Company List of Subsidiaries as of December 31, 2018 Name of Subsidiary Jurisdiction of Organization Ownership Percentage 501 N. Orange Holdco, LLC Delaware 100% AL-Huntsville-200 Holmes Avenue, LLC Delaware 100% AR-Fort Smith-318 North 13th Street, LLC Delaware 100% AR-Van Buren-179 Gladewood Road, LLC Delaware 100% ATTN: Inc. Delaware 1.3% Borderline Cool Holdings Ltd

March 1, 2019 EX-99.1

Television Food Network, G.P. Consolidated Financial Statements

Exhibit 99.1 Television Food Network, G.P. Consolidated Financial Statements as of December 31, 2018 and 2017 and for the Years Ended December 31, 2018, 2017 and 2016 and Report of Independent Auditors Television Food Network, G.P. Table of Contents Page REPORT OF INDEPENDENT AUDITORS 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance

March 1, 2019 10-K

Audited financial statements of Tribune Media Company as of December 31, 2018 and December 31, 2017 and for each of the three years in the period ended December 31, 2018, the Report of Management on Internal Control over Financial Reporting as of December 31 ,2018, and the audited financial statements of Television Food Network, G.P. as of December 31, 2018 and 2017 and for the three years ended December 31, 2018, included in Part II, Item 8, Part II Item 9A, and Exhibit 99.1, respectively, of Tribune Media’s Annual Report on Form 10-K (File No. 001-08572) for the year ended December 31, 2018 filed with the SEC on March 1, 2019.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 36-1880355 (State or Other Jurisdiction of Incorporation or Organization) (I.

March 1, 2019 EX-10.37

Consulting Agreement, dated as of November 30, 2018, between Tribune Media Company and Edward Lazarus.

Exhibit 10.37 Consulting Agreement This Consulting Agreement dated as of November 30, 2018 (this “Agreement”) reflects the agreement of Tribune Media Company (the “Company”) and Edward P. Lazarus (“Consultant”) with respect to the Company’s engagement of Consultant’s services as of the Effective Date (as defined below). 1.Engagement; Scope of Services. (a)Engagement. During the Term, Consultant sh

March 1, 2019 EX-10.35

Employment Agreement, dated as of November 30, 2018, between Tribune Media Company and Chandler Bigelow.

Exhibit 10.35 EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 30, 2018, between Tribune Media Company, a Delaware corporation (the “Company”), and Chandler Bigelow (“Executive”). WHEREAS, the Company and Executive desire to enter into a written employment agreement effective as of January 1, 2019 (the “Effective Date”) to reflect the terms upon which Executive shall provide services to

March 1, 2019 EX-10.34

Tribune Media Company Executive Incentive Plan, effective as of October 19, 2018.

Exhibit 10.34 TRIBUNE MEDIA COMPANY EXECUTIVE INCENTIVE PLAN 1. DEFINED TERMS The following terms, when used in the Plan (as defined below), have the meanings and are subject to the provisions set forth below: (a)“Affiliate”: (i) Any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with the Company or (ii) to the extent provided by the Administr

February 14, 2019 SC 13G/A

TRCO / Tribune Media Company / Pentwater Capital Management LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No1)* Tribune Media Company (Name of Issuer) Class A Common Stock, $0.

February 14, 2019 SC 13G/A

TRCO / Tribune Media Company / Oaktree Capital Management LP - AMENDMENT NO. 5 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Tribune Media Co (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 896047503 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

February 12, 2019 SC 13G/A

TRCO / Tribune Media Company / VANGUARD GROUP INC Passive Investment

tribunemediaco.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Tribune Media Co Title of Class of Securities: Common Stock CUSIP Number: 896047503 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to d

February 5, 2019 DEFM14A

TRCO / Tribune Media Company DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 29, 2019 DEFA14A

TRCO / Tribune Media Company DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

January 25, 2019 EX-99.1

Chicago Entertainment Ventures Purchases Remaining Interest From Tribune Media Company

EX-99.1 Exhibit 99.1 Chicago Entertainment Ventures Purchases Remaining Interest From Tribune Media Company CHICAGO, Jan. 25, 2019—Tribune Media Company (NYSE: TRCO) and the Chicago Cubs today announced that Chicago Entertainment Ventures, LLC, the Cubs’ parent company, has completed the purchase of Tribune’s remaining five percent membership interests in Chicago Entertainment Ventures, LLC. The t

January 25, 2019 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commiss

January 25, 2019 8-K

Other Events

8-K 1 d669327d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Comm

January 25, 2019 DEFA14A

TRCO / Tribune Media Company 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2019 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Commission (I.R.S. Employ

January 9, 2019 PREM14A

TRCO / Tribune Media Company PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 27, 2018 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 a18-420891ex99d1.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Tribune Media Company and further agree that this J

December 27, 2018 SC 13D

TRCO / Tribune Media Company / Magnetar Financial LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* TRIBUNE MEDIA COMPANY (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896047503 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847) 905-440

December 21, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d679374d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2018 (December 18, 2018) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State o

December 6, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d673640d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2018 (November 30, 2018) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or

December 4, 2018 EX-2.1

Agreement and Plan of Merger, dated as of November 30, 2018, by and among Tribune Media Company, Nexstar Media Group, Inc. and Titan Merger Sub, Inc.*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among TRIBUNE MEDIA COMPANY, NEXSTAR MEDIA GROUP, INC. and TITAN MERGER SUB, INC. Dated as of November 30, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Table of Definitions 13 Section 1.3 Other Definitional and Interpretative Provisions 15 ARTICLE II THE MERGER; EFFECT ON THE CAPITAL STOCK;

December 4, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2018 (November 30, 2018) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorpo

December 4, 2018 EX-2.1

Agreement and Plan of Merger, dated as of November 30, 2018, by and among Tribune Media Company, Nexstar Media Group, Inc. and Titan Merger Sub, Inc.*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among TRIBUNE MEDIA COMPANY, NEXSTAR MEDIA GROUP, INC. and TITAN MERGER SUB, INC. Dated as of November 30, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Table of Definitions 13 Section 1.3 Other Definitional and Interpretative Provisions 15 ARTICLE II THE MERGER; EFFECT ON THE CAPITAL STOCK;

December 4, 2018 DEFA14A

TRCO / Tribune Media Company FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2018 (November 30, 2018) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction o

December 3, 2018 DEFA14A

TRCO / Tribune Media Company DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

December 3, 2018 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2018 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Co

December 3, 2018 EX-99.1

NEXSTAR MEDIA GROUP ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE TRIBUNE MEDIA COMPANY FOR $6.4 BILLION IN ACCRETIVE TRANSACTION CREATING THE NATION’S LARGEST LOCAL TELEVISION BROADCASTER AND LOCAL MEDIA COMPANY Highly Diversified Local Marketing and

EX-99.1 Exhibit 99.1 NEXSTAR MEDIA GROUP ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE TRIBUNE MEDIA COMPANY FOR $6.4 BILLION IN ACCRETIVE TRANSACTION CREATING THE NATION’S LARGEST LOCAL TELEVISION BROADCASTER AND LOCAL MEDIA COMPANY Highly Diversified Local Marketing and Content Platform with Strong Financial and Growth Profile will be Better Positioned to Compete in Rapidly Transforming Industry b

December 3, 2018 DEFA14A

TRCO / Tribune Media Company FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2018 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Co

December 3, 2018 EX-99.1

Press Release, dated as of December 3, 2018

EX-99.1 Exhibit 99.1 NEXSTAR MEDIA GROUP ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE TRIBUNE MEDIA COMPANY FOR $6.4 BILLION IN ACCRETIVE TRANSACTION CREATING THE NATION’S LARGEST LOCAL TELEVISION BROADCASTER AND LOCAL MEDIA COMPANY Highly Diversified Local Marketing and Content Platform with Strong Financial and Growth Profile will be Better Positioned to Compete in Rapidly Transforming Industry b

November 9, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2018 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Co

November 9, 2018 EX-99.1

Tribune Media Company Reports Third Quarter 2018 Results

EX-99.1 Exhibit 99.1 Tribune Media Company Reports Third Quarter 2018 Results NEW YORK, November 9, 2018 — Tribune Media Company (NYSE: TRCO) (the “Company”) today reported its results for the three months and nine months ended September 30, 2018. THIRD QUARTER 2018 FINANCIAL HIGHLIGHTS (compared to third quarter 2017) • Consolidated operating revenues increased 11% to $498.0 million (increased 12

November 9, 2018 10-Q

TRCO / Tribune Media Company 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as spe

October 25, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2018 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Co

October 25, 2018 CORRESP

TRCO / Tribune Media Company CORRESP

CORRESP October 25, 2018 Via E-mail and EDGAR: Terry French Accountant Branch Chief Office of Telecommunications Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

October 19, 2018 SC 13D

TRCO / Tribune Media Company / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Tribune Media Company (Name of Issuer) Class A Common Stock (Title of Class of Securities) 896047503 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notice

September 7, 2018 CORRESP

TRCO / Tribune Media Company CORRESP

September 7, 2018 Via EDGAR: Terry French Accountant Branch Chief Office of Telecommunications Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

August 14, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K Confidential UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2018 (August 9, 2018) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdicti

August 9, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d571434d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2018 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Inco

August 9, 2018 EX-99.1

Tribune Media Terminates Merger Agreement with Sinclair Broadcast Group, Inc.; Files Lawsuit For Breach of Contract Company Announces Strong Financial Results for Second Quarter and First-Half of 2018, Will Hold Conference Call This Morning

EX-99.1 Exhibit 99.1 Tribune Media Terminates Merger Agreement with Sinclair Broadcast Group, Inc.; Files Lawsuit For Breach of Contract Company Announces Strong Financial Results for Second Quarter and First-Half of 2018, Will Hold Conference Call This Morning NEW YORK, August 9, 2018 — Tribune Media Company (NYSE: TRCO) (the “Company”) today announced that it has terminated its merger agreement

August 9, 2018 10-Q

TRCO / Tribune Media Company 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as specifie

August 9, 2018 EX-10.40

Asset Purchase Agreement among Sinclair Television Group, Inc., Tribune Media Company and Fox Television Stations, LLC, dated May 8, 2018.

Exhibit 10.40 ASSET PURCHASE AGREEMENT for the SALE of TELEVISION STATIONS KCPQ KDVR KSTU KSWB-TV KTXL WJW WSFL-TV by and among Sinclair Television Group, Inc., Tribune Media Company and Fox Television Stations, LLC May 8, 2018 TABLE OF CONTENTS Article I DEFINITIONS Section 1.01 Definitions 2 Section 1.02 Terms Generally 17 Article II PURCHASE AND SALE Section 2.01 Purchase and Sale 18 Section 2.

August 9, 2018 EX-10.41

Employment Agreement, dated as of June 20, 2018, between Tribune Media Company and Gavin Harvey.

Exhibit 10.41 EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 20, 2018, between Tribune Media Company, a Delaware corporation (the “Company”), and Gavin Harvey (“Executive”). WHEREAS, the Company and Executive desire to enter into a written employment agreement to reflect the terms upon which Executive shall provide services to the Company. NOW, THEREFORE, in consideration of the mutual a

May 30, 2018 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2018 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commis

May 10, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2018 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commis

May 10, 2018 EX-99.1

Tribune Media Company Reports First Quarter 2018 Results

EX-99.1 Exhibit 99.1 Tribune Media Company Reports First Quarter 2018 Results NEW YORK, May 10, 2018 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three months ended March 31, 2018. FIRST QUARTER 2018 FINANCIAL HIGHLIGHTS (compared to first quarter 2017) • Consolidated operating revenues increased 1% to $443.6 million • Consolidated operating profit was $1

May 10, 2018 10-Q

TRCO / Tribune Media Company 10-Q (Quarterly Report)

10-Q 1 a10-qq12018.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact n

May 10, 2018 EX-10.39

Offer of employment, dated June 9, 2017, between Tribune Media Company and Gavin Harvey

Exhibit 10.39 Offer of Employment, dated June 9, 2017, between Tribune Media Company and Gavin Harvey June 7, 2017 Gavin Harvey [Address on File with Registrant] Dear Gavin: I am pleased to extend a conditional offer of employment to you as Interim President, WGN America & Tribune Studios at WGN America ("Company") .Your anticipated start date is June 26,2017, and although your employment is at-wi

April 19, 2018 DEFA14A

TRCO / Tribune Media Company DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

April 19, 2018 DEF 14A

TRCO / Tribune Media Company DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 1, 2018 EX-99.1

Tribune Media Company Reports Fourth Quarter and Full-Year 2017 Results

EX-99.1 Exhibit 99.1 Tribune Media Company Reports Fourth Quarter and Full-Year 2017 Results NEW YORK, March 1, 2018 ? Tribune Media Company (the ?Company?) (NYSE: TRCO) today reported its results for the three months and year ended December 31, 2017. FOURTH QUARTER AND FULL-YEAR 2017 FINANCIAL HIGHLIGHTS (compared to the prior year period) ? Consolidated operating revenues decreased 8% to $489.0

March 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2018 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission

March 1, 2018 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 Tribune Media Company List of Subsidiaries as of December 31, 2017 Name of Subsidiary Jurisdiction of Organization Ownership Percentage 501 N. Orange Holdco, LLC Delaware 100% AL-Huntsville-200 Holmes Avenue, LLC Delaware 100% AR-Fort Smith-318 North 13th Street, LLC Delaware 100% AR-Van Buren-179 Gladewood Road, LLC Delaware 100% ATTN: Inc. Delaware 1.3% Borderline Cool Holdings Ltd

March 1, 2018 EX-99.1

Television Food Network, G.P. Consolidated Financial Statements

EX-99.1 9 ex-9912017foodnetworkfinan.htm EXHIBIT 99.1 Exhibit 99.1 Television Food Network, G.P. Consolidated Financial Statements as of December 31, 2017 and 2016 and for the Years Ended December 31, 2017, 2016 and 2015 and Report of Independent Registered Public Accounting Firm Television Food Network, G.P. Table of Contents Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 CONSOLID

March 1, 2018 10-K

TRCO / Tribune Media Company 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 36-1880355 (State or Other Jurisdiction of Incorporation or Organization) (I.

February 27, 2018 SC 13G/A

TRCO / Tribune Media Company / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

SC 13G/A 1 a18-711345sc13ga.htm SC 13G/A UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.C. 20549 Expires: February 28, 2009 Estimated average burden hours per response. . . . . . . .10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Tribune Media Company (Name of Issuer) Common (Title of Class of Securities) 896047503 (

February 17, 2018

8-K

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.

February 14, 2018 SC 13G/A

TRCO / Tribune Media Company / HARRIS ASSOCIATES L P - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* TRIBUNE MEDIA COMPANY (Name of Issuer) Class A Common Stock (Title of Class of Securities) 896047503 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropri

February 14, 2018 SC 13G

TRCO / Tribune Media Company / Pentwater Capital Management LP - SC 13G Passive Investment

SC 13G 1 formsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No)* Tribune Media Company (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 896047503 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 14, 2018 SC 13G/A

TRCO / Tribune Media Company / ANGELO GORDON & CO., L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* TRIBUNE MEDIA COMPANY (Name of Issuer) Class A Common Stock, par value $0.001 (Title of Class of Securities) 896047503 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 13, 2018 SC 13G/A

TRCO / Tribune Media Company / Oaktree Capital Management LP - AMENDMENT NO. 4 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Tribune Media Co (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 896047503 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

February 9, 2018 SC 13G/A

TRCO / Tribune Media Company / VANGUARD GROUP INC Passive Investment

tribunemediaco.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Tribune Media Co Title of Class of Securities: Common Stock CUSIP Number: 896047503 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to d

February 1, 2018 SC 13G/A

TRCO / Tribune Media Company / MANNING & NAPIER ADVISORS LLC - TRIBUNE MEDIA COMPANY Passive Investment

SC 13G/A 1 d524950dsc13ga.htm TRIBUNE MEDIA COMPANY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tribune Media Co. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 896047503 (CUSIP Number) Jodi Hedberg, 290 Woodcliff Drive, Fairport, NY 14450, 585-325-6880 (N

January 29, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2018 (January 26, 2018) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of

January 23, 2018 8-K

TRCO / Tribune Media Company 8-K (Current Report)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2018 (January 18, 2018) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Commis

December 26, 2017 8-K

TRCO / Tribune Media Company FORM 8-K (Current Report)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2017 (December 19, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction

December 4, 2017 EX-1.1

Underwriting Agreement, dated November 29, 2017, among Tribune Media Company, the selling stockholder named therein and Morgan Stanley & Co. LLC

EX-1.1 2 d480888dex11.htm EX-1.1 Exhibit 1.1 Execution Version 7,000,000 Shares TRIBUNE MEDIA COMPANY CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 29, 2017 November 29, 2017 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Tribune Media Company, a Delaware corporation (the “Company”), and the sell

December 4, 2017 8-K

TRCO / Tribune Media Company FORM 8-K (Current Report)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2017 (November 29, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction o

December 1, 2017 424B3

7,000,000 Shares Tribune Media Company Class A Common Stock

424B3 1 d409602d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-221803 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED NOVEMBER 29, 2017) 7,000,000 Shares Tribune Media Company Class A Common Stock All of the 7,000,000 shares of Class A common stock of Tribune Media Company are being sold by Oaktree Tribune, L.P. (the “selling stockholder”). We will not receive a

November 29, 2017 424B3

Subject to Completion Preliminary Prospectus Supplement, dated November 29, 2017

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-221803 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is no

November 29, 2017 S-3ASR

TRCO / Tribune Media Company S-3ASR

S-3ASR 1 d487798ds3asr.htm S-3ASR Table of Contents As filed with the U.S. Securities and Exchange Commission on November 29, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tribune Media Company (Exact name of registrant as specified in its charter) Delaware 4833 36-1880355 (State o

November 8, 2017 8-K

TRCO / Tribune Media Company FORM 8-K (Current Report)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Co

November 8, 2017 EX-99.1

Tribune Media Company Reports Third Quarter 2017 Results

EX-99.1 Exhibit 99.1 Tribune Media Company Reports Third Quarter 2017 Results NEW YORK, November 8, 2017 ? Tribune Media Company (the ?Company?) (NYSE: TRCO) today reported its results for the three months and nine months ended September 30, 2017. THIRD QUARTER 2017 FINANCIAL HIGHLIGHTS (compared to third quarter 2016) ? Consolidated operating revenues fell 4% to $450.5 million; excluding politica

November 8, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 o TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as spe

October 31, 2017 EX-3.2

Amended and Restated By-laws of Tribune Media Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Tribune Media Company, filed on October 31, 2017).

EX-3.2 2 d484029dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TRIBUNE MEDIA COMPANY (a Delaware corporation) (As amended and in effect as of October 26, 2017) ARTICLE I OFFICES Section 1.01. Offices. Tribune Media Company, a Delaware corporation (the “Corporation”), may have offices at such places both within and without the State of Delaware as the Board of Directors of the Corporat

October 31, 2017 8-K

Tribune Media 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2017 (October 26, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Commis

October 19, 2017 EX-99.1

Tribune Media Company Stockholders Approve Sinclair Merger

EX-99.1 2 d473152dex991.htm EX-99.1 Exhibit 99.1 Tribune Media Company Stockholders Approve Sinclair Merger New York, NY (October 19, 2017) – Tribune Media Company (the “Company”) (NYSE: TRCO) announced that at a special meeting held today, the stockholders of the Company voted overwhelmingly to approve the previously announced acquisition of the Company by Sinclair Broadcast Group, Inc. (“Sinclai

October 19, 2017 8-K

Tribune Media 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commiss

October 3, 2017 425

Tribune Media 425 (Prospectus)

425 Filed by Tribune Media Company Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Tribune Media Company Commission File No.

October 3, 2017 425

Sinclair Broadcast Group 425 (Prospectus)

Filed by Sinclair Broadcast Group, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tribune Media Company Commission File No.: 001-08572 The following letter was distributed by Peter Kern, the Chief Executive Officer of Tribune Media Company: I wanted to take a moment to update you on the

September 15, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commissio

September 15, 2017 425

Tribune Media 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commi

September 14, 2017 425

Sinclair Broadcast Group 425 (Prospectus)

Filed by Sinclair Broadcast Group, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tribune Media Company Commission File No.: 001-08572 The following communication was distributed on the Materials page of Sinclair?s external website, wearesinclair.com: September 8, 2017 Blog: Full Steam A

September 6, 2017 DEFM14A

Tribune Media DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 25, 2017 8-K

Tribune Media 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commissi

August 25, 2017 425

Tribune Media 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commissi

August 23, 2017 425

Sinclair Broadcast Group 425 (Prospectus)

Filed by Sinclair Broadcast Group, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tribune Media Company Commission File No.: 001-08572 Contact: Chelsea Koski [email protected] SINCLAIR BROADCAST GROUP AND TRIBUNE MEDIA ANNOUNCE FILING OF FCC RESPONSE Baltimore, MD (August 23, 2017

August 9, 2017 8-K

Tribune Media FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Comm

August 9, 2017 EX-99.1

Tribune Media Company Reports Second Quarter 2017 Results

EX-99.1 2 d424417dex991.htm EX-99.1 Exhibit 99.1 Tribune Media Company Reports Second Quarter 2017 Results NEW YORK, August 9, 2017 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three months and six months ended June 30, 2017. SECOND QUARTER 2017 FINANCIAL HIGHLIGHTS (compared to second quarter 2016) • Consolidated operating revenues fell 2% to $469.5 mill

August 9, 2017 EX-10.40

Amended and Restated Employment Agreement, dated as of April 27, 2017, between Tribune Media Company and Chandler Bigelow (incorporated by reference to Exhibit 10.40 to the Quarter Report on Form 10-Q of Tribune Media Company, filed on August 9, 2017).

Exhibit 10.40 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of April 27, 2017, between Tribune Media Company, a Delaware corporation (the ?Company?), and Chandler Bigelow (?Executive?). WHEREAS, the Company and Executive desire to amend and restate the Employment Agreement, dated as of January 1, 2016 (the ?Original Agreement?) to reflect the terms upon which

August 9, 2017 EX-10.41

Amended and Restated Employment Agreement, dated as of April 27, 2017, between Tribune Media Company and Edward Lazarus (incorporated by reference to Exhibit 10.41 to the Quarter Report on Form 10-Q of Tribune Media Company, filed on August 9, 2017).

Exhibit 10.41 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of April 27, 2017, between Tribune Media Company, a Delaware corporation (the ?Company?), and Edward Lazarus (?Executive?). WHEREAS, the Company and Executive desire to amend and restate the Employment Agreement, dated as of January 1, 2016 (the ?Original Agreement?) to reflect the terms upon which Ex

August 9, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 o TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as specifie

August 3, 2017 8-K

Tribune Media FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2017 (August 2, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Inc

August 3, 2017 425

Tribune Media FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2017 (August 2, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Inc

August 3, 2017 425

Sinclair Broadcast Group 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2017 (August 2, 2017) SINCLAIR BROADCAST GROUP, INC. (Exact name of registrant as specified in its charter) Maryland 000-26076 52-1494660 (State or other jurisdiction of inc

July 27, 2017 425

Sinclair Broadcast Group 425 (Prospectus)

Filed by Sinclair Broadcast Group, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tribune Media Company Commission File No.: 001-08572 Ensuring the Future of Free and Local Television 1 AND What is the role of local TV in today?s media landscape? Local television serves the public intere

June 23, 2017 EX-4.1

Fourth Supplemental Indenture, dated as of June 22, 2017, by and among Tribune Media Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Tribune Media Company, filed June 23, 2017).

EX-4.1 2 d377891dex41.htm EX-4.1 Exhibit 4.1 TRIBUNE MEDIA COMPANY, as the Company, and the Subsidiary Guarantors from time to time party to the Indenture and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FOURTH SUPPLEMENTAL INDENTURE DATED AS OF June 22, 2017 Providing for Amendments to the Indenture This FOURTH SUPPLEMENTAL INDENTURE, dated as of June 22, 2017 (this “Supplemental I

June 23, 2017 8-K

Tribune Media FROM 8-K (Current Report/Significant Event)

From 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2017 (June 22, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incor

June 23, 2017 EX-99.1

TRIBUNE MEDIA COMPANY ANNOUNCES SUCCESSFUL CONSENT SOLICITATION WITH RESPECT TO ITS 5.875% SENIOR NOTES DUE 2022

EX-99.1 Exhibit 99.1 TRIBUNE MEDIA COMPANY ANNOUNCES SUCCESSFUL CONSENT SOLICITATION WITH RESPECT TO ITS 5.875% SENIOR NOTES DUE 2022 CHICAGO and BALTIMORE (June 22, 2017) ? Tribune Media Company (NYSE: TRCO) (?Tribune?) today announced the expiration, on June 21, 2017, and results of its consent solicitation with respect to its 5.875% Senior Notes due 2022 (CUSIP No. 896047 AH0) (the ?Notes?). Tr

June 19, 2017 EX-99.1

Tribune Media Announces Proceeds As A Result Of CareerBuilder Sale

EX-99.1 2 d389625dex991.htm EX-99.1 Exhibit 99.1 Tribune Media Announces Proceeds As A Result Of CareerBuilder Sale June 19, 2017, CHICAGO—Tribune Media Company (NYSE: TRCO) today announced its expected share of the proceeds as a result of the sale of CareerBuilder, in which Tribune holds a 32 percent ownership interest, to an investor group led by investment funds managed by affiliates of Apollo

June 19, 2017 8-K

Tribune Media FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commi

June 13, 2017 EX-99.1

TRIBUNE MEDIA COMPANY ANNOUNCES CONSENT SOLICITATION WITH RESPECT TO ITS 5.875% SENIOR NOTES DUE 2022

EX-99.1 Exhibit 99.1 News Release TRIBUNE MEDIA COMPANY ANNOUNCES CONSENT SOLICITATION WITH RESPECT TO ITS 5.875% SENIOR NOTES DUE 2022 CHICAGO and BALTIMORE (June 13, 2017) ? Tribune Media Company (NYSE: TRCO) (?Tribune?) today announced that it has commenced a consent solicitation with respect to its 5.875% Senior Notes due 2022 (CUSIP No. 896047 AH0) (the ?Notes?). Tribune is undertaking the co

June 13, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Commission File Number)

May 23, 2017 425

Sinclair Broadcast Group 425 (Prospectus)

Filed by Sinclair Broadcast Group, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tribune Media Company Commission File No.: 001-08572 May 23, 2017 Sinclair / Tribune Combination Overview $6.6bn Enterprise Value Tribune Media components Career Builder (32% ownership) and Real Estate Mone

May 18, 2017 425

Tribune Media 425 (Prospectus)

425 Filed by Tribune Media Company Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Tribune Media Company Commission File No.

May 16, 2017 EX-99.1

Form 3 Remarks

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Form 3 Remarks The Reporting Person and Issuer entered into the Agreement and Plan of Merger, dated as of May 8, 2017 (the “Merger Agreement”) pursuant to which Samson Merger Sub Inc., a wholly-owned subsidiary of the Reporting Person (“Merger Sub”), will be merged with and into Issuer (the “Merger”), with Issuer surviving the Merger as a wholly-owned sub

May 16, 2017 SC 13D

TRCO / Tribune Media Company / Sinclair Broadcast Group Inc - SC 13D Activist Investment

SC 13D 1 a17-129991sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Tribune Media Company (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 896047 50 3 (CUSIP Number) Barry Faber, Esq. Executive Vice President, General Counsel, Distribution and Network Relat

May 12, 2017 425

Sinclair Broadcast Group 425 (Prospectus)

Filed by Sinclair Broadcast Group, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tribune Media Company Commission File No.: 001-08572 May 11, 2017 Sinclair / Tribune Combination Overview 1 $31mm in cash income in 2016 Value is fully taxed Use proceeds to delever Career Builder (32% owne

May 10, 2017 425

Tribune Media 425 (Prospectus)

425 Filed by Tribune Media Company Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Tribune Media Company Commission File No.

May 10, 2017 10-Q

Tribune Media 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant a

May 10, 2017 EX-99.1

Tribune Media Company Reports First Quarter 2017 Results

EX-99.1 2 d388685dex991.htm EX-99.1 Exhibit 99.1 Tribune Media Company Reports First Quarter 2017 Results NEW YORK, May 10, 2017 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three months ended March 31, 2017. “We are pleased and excited with Monday’s announcement that Tribune Media has agreed to be acquired by Sinclair Broadcast Group, marking the culmina

May 10, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Commission (I.R.S Employ

May 10, 2017 EX-10.38

Employment Letter Agreement, dated March 6, 2017, between Tribune Media Company and Peter M. Kern (incorporated by reference to Exhibit 10.38 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed May 10, 2017).

Exhibit 10.38 March 6, 2017 Mr. Peter M. Kern Tribune Media Company 435 North Michigan Avenue Chicago, IL 60611-4066 Services as Interim Chief Executive Officer Dear Peter: We are pleased you have agreed to assume the position of Interim Chief Executive Officer of Tribune Media Company (the “Company”). You will begin providing additional services to the Company in anticipation of assuming this pos

May 10, 2017 EX-10.39

Form of Tribune Media Company Director Indemnification Agreement (incorporated by reference to Exhibit 10.39 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed on May 10, 2017).

Exhibit 10.39 TRIBUNE MEDIA COMPANY DIRECTOR INDEMNIFICATION AGREEMENT TABLE OF CONTENTS 1. Defined Terms; Construction 1 2. Agreement to Serve 4 3. Indemnification. 4 4. Advancement of Expenses 7 5. Indemnification Procedure 7 6. Directors and Officers Liability Insurance 11 7. Exculpation, etc. 12 8. Miscellaneous. 12 ii Indemnification Agreement (the “Agreement”), between Tribune Media Company,

May 9, 2017 EX-10.1

TROLLEY VOTING AND SUPPORT AGREEMENT

Exhibit 10.1 TROLLEY VOTING AND SUPPORT AGREEMENT This TROLLEY VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is entered into as of May 8, 2017, by and among Sinclair Broadcast Group, Inc., a Maryland corporation (?Samson?), and the Persons whose names are set forth on the signature pages hereto under the caption ?Stockholders? (each individually a ?Stockholder? and, collectively, the ?Stockholde

May 9, 2017 425

Sinclair Broadcast Group 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 8, 2017 Date of Report (Date of earliest event reported) SINCLAIR BROADCAST GROUP, INC. (Exact name of registrant) Maryland 000-26076 52-1494660 (State of organization) (Commission File Number) (I.R.S. Employer Identification Nu

May 9, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER TRIBUNE MEDIA COMPANY SINCLAIR BROADCAST GROUP, INC. Dated as of May 8, 2017

EX-2.1 2 a17-126431ex2d1.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among TRIBUNE MEDIA COMPANY and SINCLAIR BROADCAST GROUP, INC. Dated as of May 8, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 6 Section 1.2 Table of Definitions 20 Section 1.3 Other Definitional and Interpretative Provisions 22 ARTICLE II THE MERGER; EFFECT ON THE CAPITAL STOCK; EXCHANGE OF C

May 9, 2017 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2017 (May 5, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorpora

May 9, 2017 EX-2.1

Agreement and Plan of Merger among Tribune Media Company and Sinclair Broadcast Group, Inc., dated as of May 8, 2017 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Tribune Media Company, filed May 9, 2017).

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among TRIBUNE MEDIA COMPANY and SINCLAIR BROADCAST GROUP, INC. Dated as of May 8, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 6 Section 1.2 Table of Definitions 20 Section 1.3 Other Definitional and Interpretative Provisions 22 ARTICLE II THE MERGER; EFFECT ON THE CAPITAL STOCK; EXCHANGE OF CERTIFICATES

May 9, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2017 (May 8, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Co

May 9, 2017 425

Tribune Media 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2017 (May 8, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation)

May 9, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER TRIBUNE MEDIA COMPANY SINCLAIR BROADCAST GROUP, INC. Dated as of May 8, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 6 Section 1.2 Table of Definitions 20 Section 1.3 Other Definitional and In

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among TRIBUNE MEDIA COMPANY and SINCLAIR BROADCAST GROUP, INC. Dated as of May 8, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 6 Section 1.2 Table of Definitions 20 Section 1.3 Other Definitional and Interpretative Provisions 22 ARTICLE II THE MERGER; EFFECT ON THE CAPITAL STOCK; EXCHANGE OF CERTIFICATES

May 8, 2017 425

Sinclair Broadcast Group 425 (Prospectus)

Filed by Sinclair Broadcast Group, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tribune Media Company Commission File No.: 001-08572 Trading Under the Symbol: ISDR Transcript of Sinclair Broadcast Group Investor Announcement May 8, 2017 Participants Christopher Ripley ? President & CEO

May 8, 2017 425

Sinclair Broadcast Group 425 (Prospectus)

425 1 a17-126433425.htm 425 Filed by Sinclair Broadcast Group, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tribune Media Company Commission File No.: 001-08572 News Release SINCLAIR BROADCAST GROUP TO ACQUIRE TRIBUNE MEDIA COMPANY FOR APPROXIMATELY $3.9 BILLION BALTIMORE and CHICAGO (

May 8, 2017 425

Sinclair Broadcast Group 425 (Prospectus)

425 1 a17-126432425.htm 425 Filed by Sinclair Broadcast Group, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tribune Media Company Commission File No.: 001-08572 Investor Presentation May 8, 2017 Disclaimer Additional Information This communication does not constitute an offer to buy or

May 8, 2017 425

Tribune Media 425 (Prospectus)

Filed by Tribune Media Company Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Tribune Media Company Commission File No.

May 8, 2017 EX-99.1

SINCLAIR BROADCAST GROUP TO ACQUIRE TRIBUNE MEDIA COMPANY FOR APPROXIMATELY $3.9 BILLION

EX-99.1 EXHIBIT 99.1 News Release SINCLAIR BROADCAST GROUP TO ACQUIRE TRIBUNE MEDIA COMPANY FOR APPROXIMATELY $3.9 BILLION BALTIMORE and CHICAGO (May 8, 2017) ? Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (?Sinclair?) and Tribune Media Company (NYSE: TRCO) (?Tribune?) today announced that they have entered into a definitive agreement under which Sinclair will acquire 100% of the issued and outst

May 8, 2017 8-K

Tribune Media 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission F

May 8, 2017 EX-99.1

SINCLAIR BROADCAST GROUP TO ACQUIRE TRIBUNE MEDIA COMPANY FOR APPROXIMATELY $3.9 BILLION

EX-99.1 2 d372712dex991.htm EX-99.1 EXHIBIT 99.1 News Release SINCLAIR BROADCAST GROUP TO ACQUIRE TRIBUNE MEDIA COMPANY FOR APPROXIMATELY $3.9 BILLION BALTIMORE and CHICAGO (May 8, 2017) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (“Sinclair”) and Tribune Media Company (NYSE: TRCO) (“Tribune”) today announced that they have entered into a definitive agreement under which Sinclair will acquire

May 8, 2017 425

Tribune Media 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission F

April 28, 2017 8-K

Tribune Media FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2017 (April 24, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Inc

March 24, 2017 DEFA14A

Tribune Media DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

March 24, 2017 DEF 14A

Tribune Media DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2017 SC 13D/A

TRCO / Tribune Media Company / Starboard Value LP - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Tribune Media Company (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 896047 50 3 (CUSIP Number) JEFFR

March 10, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2017 (March 6, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Inco

March 1, 2017 10-K

Tribune Media 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 36-1880355 (State or Other Jurisdiction of Incorporation or Organization) (I.

March 1, 2017 EX-99.2

Cautionary Statement Regarding Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties,

EX-99.2 3 d350324dex992.htm EX-99.2 Q4 and FY 2016 Performance Summary MARCH 2017 Exhibit 99.2 Cautionary Statement Regarding Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-lookin

March 1, 2017 EX-99.1

Tribune Media Company Reports Fourth Quarter and Full-Year 2016 Results

EX-99.1 2 d350324dex991.htm EX-99.1 Exhibit 99.1 Tribune Media Company Reports Fourth Quarter and Full-Year 2016 Results NEW YORK, March 1, 2017 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three months and year ended December 31, 2016. FOURTH QUARTER AND FULL-YEAR 2016 FINANCIAL HIGHLIGHTS (compared to the prior year period) • In January 2017, the Compan

March 1, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission Fil

March 1, 2017 EX-10.37

Separation Agreement, dated as of January 24, 2017, by and between Tribune Media Company and Peter Liguori (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K of Tribune Media Company, filed March 1, 2017).

EX-10.37 4 ex-1037liguoripeterseparat.htm EXHIBIT 10.37 Exhibit 10.37 SEPARATION AGREEMENT This SEPARATION AGREEMENT (this “Agreement”), by and between Tribune Media Company, a Delaware corporation (the “Company”), and Peter Liguori (the “Executive”), dated as of January 24, 2017, sets forth the terms and understandings regarding the Executive’s separation from service from the Company. WHEREAS, t

March 1, 2017 EX-10.36

Letter Agreement, dated as of December 22, 2016, by and between Tribune Media Company and John Batter (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K of Tribune Media Company, filed March 1, 2017).

Exhibit 10.36 December 22, 2016 John Batter 2000 Powell Street, Suite 1500 Emeryville, CA 94608 Dear John: In recognition of your continued work on strategic initiatives, this letter agreement (the “Letter Agreement”) confirms our understanding of certain enhancements which shall be extended to you in the event that Tribune Media Company, a Delaware corporation (“Parent”), sells to Nielsen Holding

March 1, 2017 EX-99.1

Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 2 Consolidated Statements of Income and Comprehensive Income 3 Consolidated Statements of Cash Flows 4 Consolidated Statement

Exhibit 99.1 Television Food Network, G.P. Consolidated Financial Statements as of December 31, 2016 and 2015 and for the Years Ended December 31, 2016, 2015 and 2014 and Report of Independent Registered Public Accounting Firm Television Food Network, G.P. Table of Contents Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets

March 1, 2017 EX-21.1

Tribune Media Company List of Subsidiaries as of December 31, 2016 Name of Subsidiary Jurisdiction of Organization Ownership Percentage 501 N. Orange Holdco, LLC Delaware 100% 7266782 Canada Inc.* Canada 100% AL-Huntsville-200 Holmes Avenue, LLC Dela

Exhibit 21.1 Tribune Media Company List of Subsidiaries as of December 31, 2016 Name of Subsidiary Jurisdiction of Organization Ownership Percentage 501 N. Orange Holdco, LLC Delaware 100% 7266782 Canada Inc.* Canada 100% AL-Huntsville-200 Holmes Avenue, LLC Delaware 100% AR-Fort Smith-318 North 13th Street, LLC Delaware 100% AR-Van Buren-179 Gladewood Road, LLC Delaware 100% ATTN: Inc. Delaware 1

March 1, 2017 EX-2.3

Share Purchase Agreement, among Tribune Media Company, Gracenote Inc., Gracenote Canada, Inc., Gracenote Netherlands Holdings B.V., Tribune Digital Ventures, LLC, Tribune International Holdco, LLC and Nielsen Holding and Finance B.V., dated December 19, 2016 (incorporated by reference to Exhibit 2.3 to the Annual Report on Form 10-K of Tribune Media Company, filed on March 1, 2017).

Exhibit 2.3 SHARE PURCHASE AGREEMENT by and among NIELSEN HOLDING AND FINANCE B.V., GRACENOTE, INC., GRACENOTE CANADA, INC., GRACENOTE NETHERLANDS HOLDINGS B.V., TRIBUNE DIGITAL VENTURES, LLC, TRIBUNE INTERNATIONAL HOLDCO, LLC and TRIBUNE MEDIA COMPANY Dated as of December 19, 2016 TABLE OF CONTENTS Page ARTICLE 1 Certain Definitions 1 ARTICLE 2 The Share Purchase 9 2.1 The Closing 9 2.2 Purchase

February 21, 2017 SC 13D

TRCO / Tribune Media Company / Starboard Value LP - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Tribune Media Company (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 896047 50 3 (CUSIP Number) JEFFRE

February 21, 2017 EX-99.2

POWER OF ATTORNEY

EX-99.2 3 ex992to13d0629719502212017.htm POWER OF ATTORNEY Exhibit 99.2 POWER OF ATTORNEY The undersigned hereby appoints Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreeme

February 21, 2017 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13d0629719502212017.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A Common Stock, $0.001 par va

February 14, 2017 SC 13G/A

Tribune Media AMENDMENT NO. 3 (Passive Acquisition of More Than 5% of Shares)

eh150029613g-tribune.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Tribune Media Co (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 896047503 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the approp

February 14, 2017 SC 13G/A

TRCO / Tribune Media Company / ANGELO GORDON & CO., L.P. Passive Investment

SC 13G/A 1 formsc13ga-tribunemedia.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TRIBUNE MEDIA COMPANY (Name of Issuer) Class A Common Stock, par value $0.001 (Title of Class of Securities) 896047503 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check t

February 13, 2017 SC 13G/A

TRCO / Tribune Media Company / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 tribunemediaco.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Tribune Media Co Title of Class of Securities: Common Stock CUSIP Number: 896047503 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to whi

February 10, 2017 SC 13G/A

TRCO / Tribune Media Company / HARRIS ASSOCIATES L P - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Tribune Media (Name of Issuer) Common Stock (Title of Class of Securities) 896047503 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 9, 2017 SC 13G/A

TRCO / Tribune Media Company / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.

February 1, 2017 EX-99.1

Tribune Media Completes Sale of Gracenote for $560 Million

EX-99.1 Exhibit 99.1 Tribune Media Completes Sale of Gracenote for $560 Million CHICAGO, February 1, 2017 —Tribune Media Company (NYSE: TRCO) today announced that it has completed its sale of Gracenote video, music and sports, to the Nielsen Company (NYSE: NLSN) for a purchase price of $560 million, subject to customary purchase price adjustments. After-tax proceeds are estimated to be approximate

February 1, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2017 (January 31, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorpor

January 30, 2017 EX-10.1

Amendment No. 2 to the Credit Agreement, dated January 27, 2017, between Tribune Media Company, the Guarantors party thereto, JPMorgan Chase Bank N.A. and the lenders thereto (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K of Tribune Media Company, filed January 30, 2017).

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of January 27, 2017 (this “Amendment”), to the Credit Agreement (as defined below), among TRIBUNE MEDIA COMPANY (f/k/a TRIBUNE COMPANY), a Delaware corporation (“Borrower”), the Guarantors party hereto, each Lender party hereto, and JPMORGAN CHASE BANK, N.A. (“JPM”), as Administrative Agent (in such capacity, the “Adm

January 30, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2017 (January 27, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorpor

January 25, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2017 (January 24, 2017) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (C

January 25, 2017 EX-99.1

Tribune Media President and CEO Peter Liguori to Step Down

EX-99.1 2 d275684dex991.htm EX-99.1 Exhibit 99.1 Tribune Media President and CEO Peter Liguori to Step Down CHICAGO, Jan. 25, 2017—Tribune Media Company (NYSE: TRCO) today announced that Peter Liguori, the company’s president and chief executive officer since January 2013, has decided to step down following the company’s 2016 fourth quarter and full-year earnings release, expected to occur during

January 23, 2017 SC 13G/A

Tribune Media TRIBUNE MEDIA COMPANY (Passive Acquisition of More Than 5% of Shares)

Tribune Media Company UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 9, 2017 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2017 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Commission File Number) (I.R.S

December 27, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2016 (December 22, 2016) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction

December 20, 2016 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2016 (December 19, 2016) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorp

November 9, 2016 10-Q

Tribune Media 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registra

November 9, 2016 EX-99.2

(1) December 31, 2015 balances have been reclassified to present debt issuance costs as a direct deduction from the carrying amount of an associated debt liability in accordance with ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-3

EX-99.2 Exhibit 99.2 Q3 2016 Performance Summary NOVEMBER 2016 Cautionary Statement Regarding Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements may include, but ar

November 9, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2016 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission

November 9, 2016 EX-99.1

Tribune Media Company Reports Third Quarter 2016 Results

EX-99.1 2 d247171dex991.htm EX-99.1 Exhibit 99.1 Tribune Media Company Reports Third Quarter 2016 Results NEW YORK, November 9, 2016 — Tribune Media Company (the “Company”) (NYSE: TRCO) today reported its results for the three and nine months ended September 30, 2016. THIRD QUARTER 2016 FINANCIAL HIGHLIGHTS (compared to third quarter 2015) • Consolidated operating revenues increased 6% to $518.1 m

November 9, 2016 EX-10.37

Agreement of Purchase and Sale, dated as of August 26, 2016, by and between CIM Group Acquisitions, LLC and IL-Tribune Tower, LLC (incorporated by reference to Exhibit 10.37 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed November 9, 2016).

EX-10.37 2 q32016-ex1037.htm EXHIBIT 10.37 Exhibit 10.37 AGREEMENT OF PURCHASE AND SALE between CIM GROUP ACQUISITIONS, LLC Purchaser and IL-TRIBUNE TOWER, LLC, Seller Dated: August 26, 2016 Property: 435 North Michigan Avenue, Chicago, Illinois TABLE OF CONTENTS Section Page 1. Agreement to Sell and Purchase 1 2. Purchase Price 2 3. Separate Escrow Agreement 2 4. Closing 3 5. Condition of Title 3

October 28, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2016 (October 24, 2016) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Commission

October 28, 2016 EX-99.1

Scripps Networks Interactive and Tribune Media Extend Food Network Partnership Agreement

EX-99.1 2 d268358dex991.htm EX-99.1 Exhibit 99.1 Scripps Networks Interactive and Tribune Media Extend Food Network Partnership Agreement KNOXVILLE, Tenn. and CHICAGO (Oct. 28, 2016)—Scripps Networks Interactive (Nasdaq: SNI) and Tribune Media Company (NYSE: TRCO) today announced a multi-year extension of their Food Network partnership agreement. Financial terms of the agreement were not disclosed

October 13, 2016 EX-99.1

Peter M. Kern Appointed to Tribune Media Company Board of Directors

EX-99.1 Exhibit 99.1 Peter M. Kern Appointed to Tribune Media Company Board of Directors CHICAGO, Oct. 13, 2016—Tribune Media Company (NYSE: TRCO) today announced the appointment of Peter M. Kern to its Board of Directors. Mr. Kern fills the vacancy created by the resignation of Michael Kreger on Oct. 11, 2016. Kern serves as Chairman of the Board of Hemisphere Media Group, and Managing Partner of

October 13, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2016 (October 11, 2016) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Commis

October 13, 2016 EX-24.1

EX-24.1

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Edward P.

September 28, 2016 8-K

Tribune Media FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2016 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (

September 28, 2016 EX-99.1

Tribune Media Company Closes Major Real Estate Sales Company Sells Three Marquee Properties for $430 Million; Total Consideration Could Reach $475 Million

EX-99.1 2 d240181dex991.htm EX-99.1 Exhibit 99.1 Tribune Media Company Closes Major Real Estate Sales Company Sells Three Marquee Properties for $430 Million; Total Consideration Could Reach $475 Million CHICAGO, September 28, 2016 — Tribune Media Company (NYSE: TRCO) today announced that it closed the sale of its Tribune Tower, Los Angeles Times Square (North Block) and Olympic Plant (Los Angeles

September 15, 2016 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2016 (September 14, 2016) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Inco

August 31, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2016 (August 26, 2016) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of I

August 31, 2016 EX-99.1

Tribune Media Agrees to Sell Tribune Tower to CIM Group Sale Expected to Close in the Third Quarter of 2016

EX-99.1 Exhibit 99.1 Tribune Media Agrees to Sell Tribune Tower to CIM Group Sale Expected to Close in the Third Quarter of 2016 CHICAGO, Aug. 30, 2016—Tribune Media Company (NYSE: TRCO) today announced that an agreement has been reached to sell Tribune Tower in Chicago to CIM Group for $205 million paid in cash at closing and an additional payment of up to $35 million contingent upon the satisfac

August 9, 2016 10-Q

Tribune Media 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as

August 9, 2016 EX-99.2

Tribune Media A diverse combination of media assets that meaningfully touch millions of people every day, including compelling content in news and entertainment, significant broadcast distribution, an emerging cable network, and a cutting-edge digita

EX-99.2 3 d236713dex992.htm EX-99.2 Q2 2016 Performance Summary AUGUST 2016 Exhibit 99.2 Cautionary Statement Regarding Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking stat

August 9, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2016 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction (Commission File Number) (I.R.S

August 9, 2016 EX-99.1

Tribune Media Company Reports Second Quarter 2016 Results

Exhibit 99.1 Tribune Media Company Reports Second Quarter 2016 Results NEW YORK, August 09, 2016 ? Tribune Media Company (the ?Company?) (NYSE: TRCO) today reported its results for the three months and six months ended June 30, 2016. SECOND QUARTER 2016 HIGHLIGHTS (compared to second quarter 2015) ? Consolidated operating revenues increased 5% to $526.1 million ? Consolidated operating profit incr

August 9, 2016 EX-10.34

Form of Restricted Stock Unit Agreement under the Tribune Media Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.34 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 9, 2016).

Exhibit 10.34 TRIBUNE MEDIA COMPANY 2016 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made by and between Tribune Media Company, a Delaware corporation (the “Company”), and the undersigned Participant, and is dated as of (the “Date of Grant”). Pursuant to this Agreement, the Company hereby grants to the Participant the number

August 9, 2016 EX-10.35

Form of Performance Stock Unit Agreement under the Tribune Media Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.35 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 9, 2016).

Exhibit 10.35 TRIBUNE MEDIA COMPANY 2016 INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE UNIT AGREEMENT THIS PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) is made by and between Tribune Media Company, a Delaware corporation (the “Company”), and the undersigned Participant, and is dated as of (the “Date of Grant”). Pursuant to this Agreement, the Company hereby grants to the Participant the numb

August 9, 2016 EX-10.33

Form of Stock Option Agreement under the Tribune Media Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.33 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 9, 2016).

Exhibit 10.33 TRIBUNE MEDIA COMPANY 2016 INCENTIVE COMPENSATION PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the “Agreement”) is made by and between Tribune Media Company, a Delaware corporation (the “Company”), and the undersigned Participant, and is dated as of (the “Date of Grant”). Pursuant to this Agreement, the Company hereby grants to the Participant an Option to purchase the nu

August 9, 2016 EX-10.36

Employment Agreement, dated as of July 18, 2016, between Tribune Media Company and Lawrence Wert (incorporated by reference to Exhibit 10.36 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 9, 2016).

Exhibit 10.36 EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 18, 2016 (the “Effective Date”), between Tribune Media Company, a Delaware corporation (the “Company”), and Lawrence Wert (“Executive”). WHEREAS, the Company and Executive desire to enter into a written employment agreement to reflect the terms upon which Executive shall provide services to the Company, which shall supersede and

July 22, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2016 (July 18, 2016) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation)

May 23, 2016 EX-99.1

THE CW NETWORK AND TRIBUNE BROADCASTING REACH LONG-TERM AFFILIATION AGREEMENT Agreement Extends Affiliation for 12 CW Affiliated Television Stations Owned or Operated by Tribune 28 Million Television Households Across 25% of the U.S. Covered in New D

EX-99.1 Exhibit 99.1 THE CW NETWORK AND TRIBUNE BROADCASTING REACH LONG-TERM AFFILIATION AGREEMENT Agreement Extends Affiliation for 12 CW Affiliated Television Stations Owned or Operated by Tribune 28 Million Television Households Across 25% of the U.S. Covered in New Deal BURBANK, CA and CHICAGO (May 23, 2016) – The CW Network and Tribune Media Company (NYSE: TRCO) have reached new long-term aff

May 23, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2016 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission

May 17, 2016 EX-10.2

2016 Tribune Media Company Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 of Tribune Media Company, filed May 17, 2016).

Exhibit 10.2 2016 Tribune Media Company Stock Compensation Plan for Non-Employee Directors Section 1. Purpose; Definitions. The purposes of the Plan are (i) to assist the Company in promoting the identity of interest between the Company?s Directors and the Company?s shareholders; and (ii) to assist the Company in attracting and retaining Directors by affording them an opportunity to share in the f

May 17, 2016 S-8

Tribune Media S-8

S-8 As filed with the Securities and Exchange Commission on May 17, 2016 Registration No.

May 17, 2016 EX-10.1

Tribune Media Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 of Tribune Media Company, filed May 17, 2016).

EX-10.1 Exhibit 10.1 Tribune Media Company 2016 Incentive Compensation Plan Effective May 5, 2016 Contents Article 1. Establishment, Purpose, and Duration 2 Article 2. Definitions 2 Article 3. Administration 10 Article 4. Shares Subject to this Plan and Maximum Awards 11 Article 5. Eligibility and Participation 13 Article 6. Stock Options 13 Article 7. Stock Appreciation Rights 15 Article 8. Restr

May 17, 2016 EX-24.1

POWER OF ATTORNEY

EX-24.1 8 d184823dex241.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward P. Lazarus and Chandler Bigelow, jointly and severally, as his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, pla

May 10, 2016 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2016 (May 5, 2016) TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (C

May 10, 2016 10-Q

Tribune Media 10-Q_Q1 2016 (Quarterly Report)

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8572 TRIBUNE MEDIA COMPANY (Exact name of registrant as sp

May 10, 2016 EX-99.2

Cautionary Statement Regarding Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties,

EX-99.2 Q1 2016 Performance Summary MAY 2016 Exhibit 99.2 Cautionary Statement Regarding Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements may include, but are not

May 10, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2016 TRIBUNE MEDIA COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08572 36-1880355 (State or other Jurisdiction of Incorporation) (Commission File

May 10, 2016 EX-99.1

Tribune Media Company Reports First Quarter 2016 Results

Exhibit 99.1 Tribune Media Company Reports First Quarter 2016 Results NEW YORK, May 10, 2016 ? Tribune Media Company (the ?Company?) (NYSE: TRCO) today reported its results for the three months ended March 31, 2016. FIRST QUARTER 2016 HIGHLIGHTS (compared to first quarter 2015 unless noted) ? Consolidated operating revenues increased 10% to $520.5 million ? Core advertising revenues increased 2.2%

April 1, 2016 424B3

Tribune Media Company Offer to Exchange $1,100,000,000 Outstanding 5.875% Senior Notes due 2022 $1,100,000,000 Registered 5.875% Senior Notes due 2022

424B3 1 d158483d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(B)(3) Registration No. 333-210392 PROSPECTUS Tribune Media Company Offer to Exchange $1,100,000,000 Outstanding 5.875% Senior Notes due 2022 for $1,100,000,000 Registered 5.875% Senior Notes due 2022 Tribune Media Company is offering to exchange the $1.1 billion aggregate principal amount of its outstanding 5.875% Senior

March 30, 2016 CORRESP

Tribune Media ESP

CORRESP Tribune Media Company 435 North Michigan Avenue Chicago, Illinois 60611 March 30, 2016 U.

March 24, 2016 DEFA14A

Tribune Media DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

March 24, 2016 DEF 14A

Tribune Media DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 24, 2016 EX-3.104

CERTIFICATE OF FORMATION TRIBUNE BROADCASTING HARTFORD, LLC

EX-3.104 102 d81696dex3104.htm EX-3.104 Exhibit 3.104 CERTIFICATE OF FORMATION OF TRIBUNE BROADCASTING HARTFORD, LLC This Certificate of Formation of Tribune Broadcasting Hartford, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 D

March 24, 2016 EX-3.98

OPERATING AGREEMENT OF LOCAL TV ARKANSAS, LLC A DELAWARE LIMITED LIABILITY COMPANY

Exhibit 3.98 OPERATING AGREEMENT OF LOCAL TV ARKANSAS, LLC A DELAWARE LIMITED LIABILITY COMPANY This OPERATING AGREEMENT (this ?Agreement?) of Local TV Arkansas, LLC (the ?Company?) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its ?Member?). ARTICLE I ? GOVERNING LAW This Agreement has been adopted pursuant to, and sh

March 24, 2016 EX-3.81

TOWERING T MUSIC PUBLISHING COMPANY, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 3.81 TOWERING T MUSIC PUBLISHING COMPANY, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of Towering T Music Publishing Company, LLC, a Delaware limited liability company (the ?Company?), is made and entered into as of December 30, 2012, by Tribune Entertainment Company, LLC, a Delaware limited liabil

March 24, 2016 EX-3.67

MAGIC T MUSIC PUBLISHING COMPANY, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 3.67 MAGIC T MUSIC PUBLISHING COMPANY, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of Magic T Music Publishing Company, LLC, a Delaware limited liability company (the ?Company?), is made and entered into as of December 30, 2012, by Tribune Entertainment Company, LLC, a Delaware limited liability co

March 24, 2016 EX-3.51

KTXL, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 3.51 KTXL, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of KTXL, LLC, a Delaware limited liability company (the ?Company?), is made and entered into as of December 30, 2012, by Tribune Broadcasting Company, LLC, a Delaware limited liability company and the sole member of the Company (the ?Member?).

March 24, 2016 EX-3.42

CERTIFICATE OF FORMATION COMMUNITY TELEVISION OF MISSOURI, LLC

EX-3.42 40 d81696dex342.htm EX-3.42 Exhibit 3.42 CERTIFICATE OF FORMATION OF COMMUNITY TELEVISION OF MISSOURI, LLC This Certificate of Formation of Community Television of Missouri, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act. FIRST: The name of the limited liability company formed h

March 24, 2016 EX-3.4

CERTIFICATE OF FORMATION BASELINE ACQUISITIONS LLC

EX-3.4 2 d81696dex34.htm EX-3.4 Exhibit 3.4 CERTIFICATE OF FORMATION OF BASELINE ACQUISITIONS LLC 1. The name of the limited liability company shall be Baseline Acquisitions LLC. 2. The address of the limited liability company’s registered office in the State of Delaware shall be 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of its registered agent at such address shall be Corpo

March 24, 2016 EX-3.39

KSWB, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT

EX-3.39 37 d81696dex339.htm EX-3.39 Exhibit 3.39 KSWB, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of KSWB, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 30, 2012, by Tribune Broadcasting Company, LLC, a Delaware limited liability company and the sole me

March 24, 2016 EX-3.352

TREH Costa Mesa, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 3.352 TREH Costa Mesa, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of TREH Costa Mesa, LLC, a Delaware limited liability company (the ?Company?), is made and entered into as of September 16, 2015, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the

March 24, 2016 EX-3.343

CERTIFICATE OF FORMATION PA-RANSOM, LLC

EX-3.343 341 d81696dex3343.htm EX-3.343 Exhibit 3.343 CERTIFICATE OF FORMATION OF PA-RANSOM, LLC This Certificate of Formation of PA-Ransom, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.) FIRST. The name

March 24, 2016 EX-3.338

PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 3.338 PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of PA-Luzerne County-Penobscot Mountain, LLC, a Delaware limited liability company (the ?Company?), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liabi

March 24, 2016 EX-3.329

CERTIFICATE OF FORMATION OR-10255 SW ARCTIC DRIVE, LLC

Exhibit 3.329 CERTIFICATE OF FORMATION OF OR-10255 SW ARCTIC DRIVE, LLC This Certificate of Formation of OR-10255 SW Arctic Drive, LLC (the ?Company?), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. ? 18-101 et. seq.) FIRST. The name of the li

March 24, 2016 EX-3.324

OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 3.324 OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of OH-Cleveland-5800 South Marginal Road, LLC, a Delaware limited liability company (the ?Company?), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited lia

March 24, 2016 EX-3.323

CERTIFICATE OF FORMATION OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC

Exhibit 3.323 CERTIFICATE OF FORMATION OF OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC This Certificate of Formation of OH-Cleveland-5800 South Marginal Road, LLC (the ?Company?), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. ? 18-101 et. seq.)

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