8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 19, 2017

TRIBUNE MEDIA COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-08572	36-1880355
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

435 North Michigan Avenue, Chicago, Illinois	60611
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 210-2786

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01. Regulation FD Disclosure.

On June 19, 2017, Tribune Media Company (“Tribune”) isussed a press release announcing its expected proceeds as a result of the purchase of CareerBuilder, LLC, in which Tribune holds a 32% ownership interest, by an investor group led by investment funds managed by affiliates of Apollo Global Management, and the Ontario Teachers’ Pension Plan Board.

A copy of the press release is filed as Exhibit 99.1 to this report

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press release, dated June 19, 2017.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 19, 2017	Tribune Media Company
	By:	/s/ Chander Bigelow
		Chandler Bigelow
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

(d)    Exhibits

Exhibit No.	Description
99.1	Press release, dated June 19, 2017.

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EX-99.1

Exhibit 99.1

Tribune Media Announces Proceeds As A Result Of CareerBuilder Sale

June 19, 2017, CHICAGO—Tribune Media Company (NYSE: TRCO) today announced its expected share of the proceeds as a result of the sale of CareerBuilder, in which Tribune holds a 32 percent ownership interest, to an investor group led by investment funds managed by affiliates of Apollo Global Management (NYSE: APO), a leading global alternative investment manager, and the Ontario Teachers’ Pension Plan Board. Tribune Media expects to receive $157 million in cash, retain an approximate 8 percent ownership stake in CareerBuilder on a fully-diluted basis and recognize a $22 million cash tax benefit in 2017 as a result of an expected taxable loss on the sale. Tribune Media expects to record a non-cash impairment charge of approximately $64 million in the second quarter of 2017. The transaction, which is subject to regulatory approval and customary closing conditions, is expected to close in the third quarter of 2017.

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Tribune Media Company (NYSE: TRCO) is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcasting’s 42 owned or operated local television stations reaching approximately 50 million households, national entertainment cable network WGN America, whose reach is approximately 80 million households, Tribune Studios, and a variety of digital applications and websites commanding 60 million monthly unique visitors online. Tribune Media also includes Chicago’s WGN-AM and the national multicast networks Antenna TV and THIS TV. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds a variety of investments, including a 32% interest in CareerBuilder, LLC and a 31% interest in Television Food Network, G.P., which operates Food Network and Cooking Channel. For more information please visit www.tribunemedia.com.

Investor Relations Contact:	Media Contact:
Jamie Arestia	Gary Weitman
Director/Investor Relations	SVP/Corporate Relations
646/563-8296 (office)	312/222-3394 (office)
jarestia@tribunemedia.com	gweitman@tribunemedia.com