Item 8.01 Other Events.
On April 5, 2021, the Tribune Publishing Company issued a press release. A copy
of the press released is filed as Exhibit 99.1 to this Current Report on Form
8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release of Tribune Publishing Company dated April 5, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication relates to a proposed transaction between
Tribune Publishing Company ("Tribune") and Tribune Enterprises, LLC
("Acquiror"). In connection with this proposed transaction, Tribune filed a
Schedule 13e-3 transaction statement and a preliminary proxy statement with the
Securities and Exchange Commission (the "SEC") on March 23, 2021. This
communication is not a substitute for any proxy statement or other document
Tribune has filed or may file with the SEC in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF TRIBUNE ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT AND OTHER DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy
statement(s) (if and when available) will be mailed to stockholders of Tribune
as applicable. Investors and security holders are able to obtain free copies of
the preliminary proxy statement and will be able to obtain other documents (if
and when available) filed with the SEC by Tribune through the website maintained
by the SEC at http://www.sec.gov. Copies of the preliminary proxy statement and
other documents (if and when available) filed with the SEC by Tribune can be
obtained free of charge on Tribune's internet website at
https://investor.tribpub.com or by contacting Tribune's primary investor
relation's contact by email at email@example.com or by phone at 312-222-2102.
Participants in Solicitation
Tribune, Acquiror, their respective directors and certain of their respective
executive officers may be considered participants in the solicitation of proxies
in connection with the proposed transaction. Information about the directors and
executive officers of Tribune is set forth in its Annual Report on Form 10-K for
the fiscal year ended December 29, 2019, which was filed with the SEC on March
11, 2020, its proxy statement for its 2019 annual meeting of stockholders, which
was filed with the SEC on April 7, 2020, certain of its Quarterly Reports on
Form 10-Q and certain of its Current Reports filed on Form 8-K.
These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy solicitations and
a description of their direct and indirect interests, by security holdings or
otherwise, are contained in the preliminary proxy statement and will be
contained in other relevant materials to be filed with the SEC when they become
Forward Looking Statements
This communication includes certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Words such as "may," "will," "could,"
"anticipate," "estimate," "expect," "predict," "project," "future," "potential,"
"intend," "plan," "assume," "believe," "forecast," "look," "build," "focus,"
"create," "work" "continue" or the negative of such terms or other variations
thereof and words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify forward-looking
statements. These forward-looking statements involve many risks and
uncertainties about Tribune and Acquiror that could cause actual results to
differ materially from those expressed or implied by such statements, including,
without limitation, failure to obtain the required vote of the Company's
stockholders; the timing to consummate the proposed transaction; the risk that a
condition of closing of the proposed transaction may not be satisfied or that
the closing of the proposed transaction might otherwise not occur; the risk that
a regulatory approval that may be required for the proposed transaction is not
obtained or is obtained subject to conditions that are not anticipated; the
diversion of management time on transaction-related issues; risks related to
disruption of management time from ongoing business operations due to the
proposed transaction; the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of the common stock
of Tribune; and the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of Tribune to retain customers and
retain and hire key personnel and maintain relationships with its suppliers and
customers. These forward-looking statements speak only as of the date of this
communication, and Tribune expressly disclaim any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statement contained
herein to reflect any change in Tribune's expectations with regard thereto or
any change in events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of Tribune, including the
most recent Forms 10-K and 10-Q for additional information about Tribune and
about the risks and uncertainties related to the business of Tribune which may
affect the statements made in this presentation.
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