Item 1.01 Entry into a Material Definitive Agreement.
First Lien Term Loan Credit Agreement
On
Obligations under the First Lien Term Loan Credit Agreement are secured by substantially all the assets of Intermediate Holdco, the Company and its subsidiaries.
Borrowings under the First Lien Term Loan Credit Agreement bear interest at a floating rate and may be maintained as base rate loans (tied to the prime rate or the federal funds rate plus 0.5%) or as Eurocurrency rate loans tied to LIBOR, plus a margin.
The First Lien Term Loan Credit Agreement requires the Company to comply with maximum leverage and minimum fixed charge coverage ratios. In addition, the First Lien Term Loan Credit Agreement contains other standard affirmative and negative covenants such as those which (subject to certain thresholds) limit the ability of the Company and its subsidiaries to, among other things, incur debt, incur liens, engage in mergers, consolidations, liquidations or acquisitions, enter into new lines of business not related to the Company's current lines of business, make certain investments, make distributions on or repurchase its equity securities, or engage in transactions with affiliates. Events of default under the First Lien Term Loan Credit Agreement include, among other things, payment defaults, breaches of representations, warranties or covenants, defaults under material indebtedness, certain events of bankruptcy or insolvency, judgment defaults, certain defaults or events relating to employee benefit plans or a change in control of the Company. The events of default would permit the lenders to accelerate the maturity of borrowings under the First Lien Term Loan Credit Agreement if not cured within applicable grace periods.
Second Lien Term Loan Credit Agreement
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
The Company duly filed a certificate of merger with the
Each share of Company Common Stock (i) owned by (x) Parent or any of its affiliates or associates or (y) the Company, as treasury stock, immediately prior to the Effective Time (collectively, the "Excluded Shares") or (ii) held by stockholders who have not voted in favor of the Merger and have properly and validly perfected their statutory rights of appraisal (the "Dissenting Shares") in accordance with Section 262 of the Delaware General Corporation Law, was canceled and ceased to exist.
At the Effective Time, (i) each option to purchase shares of common stock (each, a "Company Option") outstanding immediately prior to the Effective Time, whether or not exercisable or vested, was automatically canceled and converted into the right to receive an amount in cash equal to the product of (a) the amount by which the Merger Consideration exceeded the applicable exercise price per share of Company Common Stock of such Company Option, and (b) the number of shares of Company Common Stock issuable in respect of such fully vested Company Option as of immediately prior to the Effective Time and (ii) each restricted stock unit entitling the holder to delivery of shares of Company Common Stock, subject to satisfaction of vesting or other forfeiture conditions (each, a "Company RSU") that was outstanding immediately prior to the Effective Time, whether or not vested, was automatically canceled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration, and (b) the number of shares of Company Common Stock underlying such Company RSU (and then adding, if applicable, the value of any dividend-equivalent rights accrued with respect to such Company RSU as of the Effective Time). Payments in respect of Company Options and Company RSUs will be made as soon as practicable after the Effective Time (and in no event later than five calendar days following the Effective Time), in accordance with ordinary payroll practices, and will be subject to any applicable withholding taxes.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of the Merger, each share of Company Common Stock (other than the
Excluded Shares and the Dissenting Shares) was cancelled and converted into the
right to receive the Merger Consideration. The shares of Company Common Stock
were suspended from trading on
Item 3.03 Material Modification to Rights of Security Holders.
At the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the rights of stockholders of the Company (other than holders of Excluded Shares and Dissenting Shares) to receive the Merger Consideration). The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
In exchange for the aggregate Merger Consideration, Merger Sub merged with and into the Company, with the Company continuing as the surviving company and a wholly-owned subsidiary of Parent. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, at the Effective Time, each of
Parent, which is party to the Merger Agreement, is owned by (i)
As of the Effective Time, the sole stockholder of the Company, as the surviving company of the Merger, was Parent.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, the bylaws of the Company as in effect immediately prior
to the Effective Time were amended and restated in accordance with the terms of
the Merger Agreement. On
A copy of the amended and restated certificate of incorporation and bylaws of the Company in effect following the Effective Time are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description 2.1 Agreement and Plan of Merger by and amongTribune Enterprises, LLC ,Tribune Merger Sub, Inc. , andTribune Publishing Company , dated as ofFebruary 16, 2021 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated as ofFebruary 17 , 201). 3.1 Second Amended and Restated Certificate of Incorporation ofTribune Publishing Company , as amended. 3.2 Second Amended and Restated By-laws ofTribune Publishing Company .
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