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Item 7.01
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Regulation FD Disclosure.
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On December 3, 2018, Nexstar Media Group. Inc., a Delaware corporation (“Nexstar”), and Tribune Media Company, a Delaware
corporation (“Tribune”), issued a joint press release announcing that Nexstar and Tribune have entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which Nexstar will acquire 100% of the issued and
outstanding shares of common stock of Tribune (the “Merger”).
A copy of the press release is attached here to as Exhibit 99.1.
Additional details regarding the terms of the Merger Agreement will be filed by Nexstar with the U.S. Securities and Exchange Commission (the “SEC”) at a later date.
In connection with the announcement of Nexstar’s entrance into the Merger Agreement, Nexstar will hold a conference call and simultaneous
presentation to investors at 8:30 a.m. EST on December 3, 2018. The investor presentation is attached hereto as Exhibit 99.2.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, (
i
)
is furnished pursuant to Item 7.01 and shall not be deemed
“
filed
”
for any purpose; and
(ii)
shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such
filing.
Certain Information Regarding Participants
Nexstar and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders
of Tribune in favor of the proposed transaction under the rules of the SEC. Information about Nexstar’s directors and executive officers is available in Nexstar’s Annual Report on Form
10-K
for the
year ended December 31, 2017, which was filed with the SEC on March 1, 2018 and Nexstar’s definitive proxy statement, dated April 27, 2018, for its 2018 annual meeting of shareholders.
Forward-Looking Statements
This Current
Report on Form
8-K
includes forward-looking statements. Nexstar and Tribune have based these forward-looking statements on their current expectations and projections about future events. Forward-looking
statements include information preceded by, followed by, or that includes the words “guidance,” “believes,” “expects,” “anticipates,” “could,” or similar expressions. For these statements, Nexstar
and Tribune claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this communication, concerning, among other things, the
ultimate outcome and benefits of any possible transaction between Nexstar and Tribune and timing thereof, and future financial performance, including changes in net revenue, cash flow and operating expenses, involve risks and uncertainties, and are
subject to change based on various important factors, including the timing of and any potential delay in consummating the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied and the transaction
may not close; the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated, the impact of changes in national and regional economies,
the ability to service and refinance its outstanding debt, successful integration of Tribune (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, future regulatory actions and conditions
in the television stations’ operating areas, competition from others in the broadcast television markets, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological
developments and major world news events. Unless required by law, Nexstar and Tribune undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these
risks, uncertainties and assumptions, the forward-looking events discussed in this communication might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more
details on factors that could affect these expectations, please see Tribune’s and Nexstar’s filings with the SEC.