Tribune Media Completes Consent Solicitation As Part Of Sinclair Merger Process

Offered And Accepted

The deadline arrived WEDNESDAY (6/21) and TRIBUNE MEDIA CO.'s  consent solicitation for its 5.875% Senior Notes due 2022 received consents from 93.23% of noteholders representing $1,025,584,000 in principal amount of the notes before the offer expired.

TRIBUNE made the offering at the request of SINCLAIR BROADCAST GROUP, into which it is merging. The consents also approved the company entering a fourth supplemental indenture with THE BANK OF NEW YORK MELLON TRUST CO., N.A. which amends the indenture governing the notes to eliminate any requirement for TRIBUNE to make a "Change of Control Offer" to the noteholders for the merger, clarifies the indenture to help the merger take place under SINCLAIR's debt capital structure, and eliminates SEC filing expenses if SINCLAIR provides an unconditional guarantee of the notes' payment obligations. SINCLAIR has paid an aggregate consent cash payment of $8,250,000 to MACKENZIE PARTNERS, INC. as paying agent for the consenting bondholders, who are getting approximately $8.04 for each $1,000 principal amount of notes for which consents were validly delivered and not revoked.

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