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): September 15, 2016 (September 14, 2016)
TRIBUNE MEDIA COMPANY
(Exact name of registrant as specified in its charter)
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| 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)) |
Item 7.01 Regulation FD Disclosure.
On September 14, 2016, Tribune Media Company (the “Company”) entered into a settlement agreement (the “Agreement”) with the Commissioner of the U.S. Internal Revenue Service to resolve the income tax dispute regarding the 2008 formation of the Newsday partnership. The Company did not report a taxable gain on the transaction because the transaction was structured to comply with the partnership provisions of the Internal Revenue Code and related regulations as further described in Note 9 to the Company’s audited consolidated financial statements included in its Form 10-K for the year ended December 31, 2015. Pursuant to the Agreement, the Company agreed to report part of the gain as taxable in 2008. The total cash tax impact resulting from the Agreement is expected to be substantially consistent with the Company’s previous expectations as reported in its Form 10-Q for the three and six months ended June 30, 2016. The Company expects to make payments to the federal and state tax authorities during the fourth quarter of 2016.
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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.
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| Date: September 15, 2016 | | | | Tribune Media Company |
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| | | | By: | | /s/ Edward P. Lazarus |
| | | | | | Edward P. Lazarus |
| | | | | | Executive Vice President, General Counsel, Chief Strategy Officer and Corporate Secretary |
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