Item 1.01. Entry into a material definitive agreement.
On December 11, 2020, Tribune Publishing Company, LLC ("Tribune"), a wholly-owned subsidiary of Tribune Publishing Company (the "Company"), entered into a Membership Unit Purchase Agreement (the “Agreement”), by and among Tribune, BR Holding Company, Inc. (collectively the "Sellers"), BestReviews LLC, and Nexstar Inc. (“Buyer”), pursuant to which the Sellers will sell 100% of BestReviews LLC to Buyer for an aggregate purchase price of $160 million in cash (the “Transaction”). Under the terms of the Transaction, Tribune will receive 60% of the $160 million cash selling price net of transaction fees, subject to a customary working capital adjustment. BestReviews LLC is owned 60% by Tribune and 40% by BR Holding Company, Inc. BR Holding Company, Inc. is a 5.2% shareholder in the Company.
The representations and warranties made by Tribune and Buyer in the Agreement are to, and solely for the benefit of, each other. The assertions embodied in the representations and warranties contained in the Agreement are qualified by information in confidential disclosure schedules provided by the parties to each other in connection with the signing of the Agreement. While the Company does not believe that these disclosure schedules contain information that the securities laws require the parties to publicly disclose, other than information that has already been so disclosed, they do contain information that modifies, qualifies and creates exceptions to the representations and warranties of the parties set forth in the Agreement. Investors should not rely on the representations and warranties in the Agreement as characterizations of the actual state of facts about Tribune or Buyer because they were only made as of the date of the Agreement and are modified in important part by the underlying disclosure schedules. Moreover, certain representations and warranties in the Agreement were used for the purpose of allocating risk between Tribune and Buyer rather than establishing matters as fact. Information concerning the subject matter of the representations and warranties may have changed since the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
The foregoing description of the Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 16, 2020, the Company issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The press release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.