Please wait while we load the requested 10-Q report or click the link below:
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 (the Merger Agreement) with Sinclair Broadcast Group, Inc. (Sinclair), and that it has filed a lawsuit in the Delaware Chancery Court against Sinclair for breach of contract. The lawsuit seeks compensation for all losses incurred as a result of Sinclairs material breaches of the Merger Agreement. A copy of the lawsuit will be posted on the Tribune Media website, www.tribunemedia.com, as soon as it has been made publicly available by the Court.
In the Merger Agreement, Sinclair committed to use its reasonable best efforts to obtain regulatory approval as promptly as possible, including agreeing in advance to divest stations in certain markets as necessary or advisable for regulatory approval. Instead, in an effort to maintain control over stations it was obligated to sell, Sinclair engaged in unnecessarily aggressive and protracted negotiations with the Department of Justice and the Federal Communications Commission (the FCC) over regulatory requirements, refused to sell stations in the markets as required to obtain approval, and proposed aggressive divestment structures and related-party sales that were either rejected outright or posed a high risk of rejection and delayall in derogation of Sinclairs contractual obligations. Ultimately, the FCC concluded unanimously that Sinclair may have misrepresented or omitted material facts in its applications in order to circumvent the FCCs ownership rules and, accordingly, put the merger on indefinite hold while an administrative law judge determines whether Sinclair misled the FCC or acted with a lack of candor. As elaborated in the complaint we filed earlier today, Sinclairs entire course of conduct has been in blatant violation of the Merger Agreement and, but for Sinclairs actions, the transaction could have closed long ago.
In light of the FCCs unanimous decision, referring the issue of Sinclairs conduct for a hearing before an administrative law judge, our merger cannot be completed within an acceptable timeframe, if ever, said Peter Kern, Tribune Medias Chief Executive Officer. This uncertainty and delay would be detrimental to our company and our shareholders. Accordingly, we have exercised our right to terminate the Merger Agreement, and, by way of our lawsuit, intend to hold Sinclair accountable.
The following information was filed by Tribune Media Co (TRCO) on Thursday, August 9, 2018 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-Q Quarterly Report statement of earnings and operation as management may choose to highlight particular information in the press release.
View differences made from one quarter to another to evaluate Tribune Media Co's financial trajectory
Compare this 10-Q Quarterly Report to its predecessor by reading our highlights to see what text and tables were
removed , and by Tribune Media Co.