Item 8.01. Other Events.
On January 25, 2019, Tribune Media Company (Tribune) announced that it will hold a special meeting of Tribune shareholders on Tuesday,
March 12, 2019. At the special meeting, holders of Tribune Class A common stock and Tribune Class B common stock as of the close of business on February 4, 2019 (the record date), voting together as a single class,
will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of November 30, 2018, as it may be amended from time to time (the Merger Agreement), by and among Tribune, Nexstar Media Group,
Inc. (Nexstar) and Titan Merger Sub Inc., providing for the acquisition of Tribune by Nexstar, and certain related matters.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of a proposed business combination involving Tribune and Nexstar. In connection with the proposed transaction,
Tribune intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a proxy statement on Schedule 14A. The information in the proxy statement will not be complete and may be changed. Tribune will
deliver the definitive proxy statement to its shareholders as required by applicable law. This communication does not constitute a solicitation of any vote or approval and is not a substitute for any proxy statement or any other document that may be
filed with the SEC in connection with the proposed business combination. INVESTORS AND SECURITY HOLDERS OF TRIBUNE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain
these materials (when they are available) and other documents filed with the SEC free of charge at the SECs website, www.sec.gov. Copies of documents filed with the SEC by Tribune (when they become available) may also be obtained free of
charge from Tribunes website at www.tribunemedia.com.
PARTICIPANTS IN THE MERGER SOLICITATION
Tribune and Nexstar and their 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 Tribunes directors and executive officers is available in Tribunes Annual Report on
Form 10-K for
the year ended December 31, 2017, which was filed with the SEC on March 1, 2018 and Tribunes definitive proxy statement, dated April 19, 2018, for its 2018 annual
meeting of shareholders. Information about Nexstars directors and executive officers is available in Nexstars Annual Report on
Form 10-K for
the year ended December 31, 2017, which
was filed with the SEC on March 1, 2018, and Nexstars definitive proxy statement, dated April 27, 2018, for its 2018 annual meeting of shareholders. Additional information regarding participants in the proxy solicitations and a
description of their direct and indirect interests will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.
FORWARD-LOOKING STATEMENTS
This
communication includes forward-looking statements. We have based these forward-looking statements on our 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, benefits and cost savings 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: those identified and disclosed in public filings with the SEC made by Tribune; 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
occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement including a termination under circumstances that could require Tribune to pay a termination fee to Nexstar; the risk that Nexstar
fails to obtain the necessary financing arrangements set forth in the debt commitment letters delivered pursuant to the Merger Agreement; the ability to
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