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Tribune Publishing Spin-off

The following items pertain to Tribune Media Company’s spin-off of its newspaper business into a new stand-alone company, Tribune Publishing Company.

Information Statement  
Tax Basis Information – Form 8937

 

Tribune Publishing FAQ

1. When was Tribune Publishing separated from Tribune Media Company and how was the separation accomplished?

On August 4, 2014, Tribune Media Company spun off Tribune Publishing to the stockholders and warrantholders of Tribune Media by distributing 98.5% of the shares of Tribune Publishing common stock to Tribune Media stockholders and warrantholders on a pro rata basis. The distribution was made to Tribune Media stockholders and warrantholders of record at 5:00 p.m., Eastern time, on July 28, 2014, the record date for the distribution.

2. How many shares of Tribune Publishing common stock did Tribune Media Company stockholders and warrantholders receive?
  • Holders of Tribune Media Class A common stock, Class B common stock and Warrants received 0.25 of a share of Tribune Publishing common stock for every share of Tribune Media common stock or Warrant owned at 5:00 p.m., Eastern time, on July 28, 2014, the record date for the distribution. The distribution of shares was made in book-entry form.
  • Tribune Media stockholders and warrantholders did not receive fractional shares of Tribune Publishing common stock in the distribution. See Question #8 below regarding the treatment of fractional shares of Tribune Publishing common stock.
3. Will Tribune Media Company continue to hold any interest in Tribune Publishing?

Tribune Media Company continues to hold a 1.5% equity stake in Tribune Publishing. Tribune Media received approximately 381,354 shares in the distribution.

4. What was the record date for the spin-off distribution of Tribune Publishing shares to Tribune Media Company stockholders?

The record date was 5:00 p.m., Eastern time, on July 28, 2014.

5. When did “ex-distribution” trading with respect to Tribune Media Company common stock occur?

Tribune Media common stock was traded “ex-distribution” beginning July 24, 2014.

6. Do I need to do anything to receive my distribution of Tribune Publishing shares?

In general, if you held Tribune Media common stock or warrants on the record date, no action was required to receive Tribune Publishing shares and, if applicable, the cash payment in lieu of fractional shares.

7. When were the shares of Tribune Publishing distributed? Were physical stock certificates for the Tribune Publishing shares distributed?

The distribution date for the Tribune Publishing shares was August 4, 2014. If you were entitled to receive shares of Tribune Publishing, you did not receive any physical stock certificates. Instead:

  • If you are a registered Tribune Media stockholder or warrantholder: The book-entry account statement reflecting your ownership of Tribune Publishing common stock or warrants was mailed to you following the distribution date of August 4, 2014. If you were otherwise entitled to receive a fractional share, a cash payment in lieu of the fractional share was mailed together with the book-entry account statement.
  • If you are a beneficial Tribune Media stockholder or warrantholder (in other words, if you hold your shares or warrants through a broker, bank or other nominee): Your brokerage account should have been credited with the Tribune Publishing shares following the distribution date of August 4, 2014. If you were otherwise entitled to receive a fractional share, your brokerage account should have been credited with a cash payment in lieu of the fractional share. If you have any questions regarding the distribution or any cash payment in lieu of a fractional share, you should contact your broker, bank or other nominee for more information.
8. How were fractional shares treated in the spin-off distribution of Tribune Publishing shares?

Tribune Media stockholders and warrantholders did not receive fractional shares of Tribune Publishing common stock in the distribution. Instead, the fractional shares of Tribune Publishing common stock were aggregated and sold in the open market by Tribune Media’s distribution agent, Computershare, with the net proceeds distributed pro rata in the form of cash payments to registered holders and DTC participants (i.e., banks, brokerage firms and similar institutions) who were otherwise entitled to receive Tribune Publishing fractional shares. If you are a registered Tribune Media stockholder or warrantholder and were otherwise entitled to receive a fractional share of Tribune Publishing common stock, a cash payment in lieu of the fractional share was mailed to you. If you are a beneficial Tribune Media stockholder or warrantholder and were otherwise entitled to receive a fractional share of Tribune Publishing common stock, your brokerage account should have been credited with a cash payment in lieu of the fractional share.

9. Whom can I contact if I have questions about the distribution of Tribune Publishing shares?
  • If you are a registered Tribune Media stockholder or warrantholder: If you would like additional information regarding the distribution of the Tribune Publishing shares or the cash payment in lieu of fractional shares, please contact Tribune Media’s transfer agent, Computershare, at (888) 359-8621.
  • If you are a beneficial Tribune Media stockholder or warrantholder (in other words, if you hold your shares or warrants through a broker, bank or other nominee): Please direct any questions regarding the distribution or the cash payment in lieu of fractional shares to your broker, bank or nominee.
  • Tribune Media stockholders or warrantholders may also contact Tribune Media Investor Relations by email at IR@tribunemedia.com or by calling (212) 210-2703.
10. Did Tribune Media shareholders and warrantholders receive a copy of the Information Statement regarding the separation of Tribune Publishing from Tribune Media?

Tribune Media stockholders and warrantholders who held Tribune Media common stock or warrants on the record date were mailed or electronically provided a copy of the Information Statement. A copy of the Information Statement is also posted on this webpage.

11. What are the tax consequences to Tribune Media stockholders and warrantholders of the Tribune Publishing distribution?

Tribune Media stockholders and warrantholders are not expected to recognize any gain or loss for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares. The tax consequences of the distribution are explained more fully in the Information Statement, which is posted on this webpage. See pages 42-44 of the Information Statement under the heading “The Distribution – Material U.S. Federal Income Tax Consequences of the Distribution” for further information.