Mail Stop 3561
November 1, 2005
Robert S. Prather, Jr.
President and Chief Executive Officer
Triple Crown Media, Inc.
546 East Main Street
Lexington, Kentucky 40508
Re: Triple Crown Media, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 21, 2005
File No. 333-128270
Dear Mr. Prather:
We have reviewed your filing and have the following
additional
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may raise
additional comments. Please note that the page number references
below refer to the page numbers on the marked version you have
provided to us.
Risk Factors, page 30
1. Please refer to prior comment 13 and revise the following risk
factor headings so that the specific risk that results from the
uncertainty is clear:
* TCM`s advertising revenue is subject to seasonal fluctuations .
..
.., page 34
* TCM operates in the newspaper and wireless industries . . .,
page
34;
* TCM may be required to take an impairment charge . . ., page 37;
and
* After the separation, certain members of management . . ., page
41
2. You provide generic conclusions in both the heading and text of
several of the risk factors you have revised, stating that, if
those
risks materialize, they may have an adverse effect on your
"financial
condition and results of operations." See, for example, "TCM`s
inability to obtain an adequate supply of newsprint . . ." on page
35, "TCM may incur significant capital and operating expenditures
.. .
.." on page 37 and "Bull Run may incur significant capital and
operating expenditures . . ." on page 40. This often does not
represent meaningful disclosure. Instead, we encourage you to
replace this language in both the headings and text of your risk
factors with specific disclosure of the possible affect upon your
operating results, business, profits, share price, sales, etc.
See
Item 503(c) of Regulation S-K.
The Merger, page 52
Background of the Merger, page 53
3. We note your disclosure that the July 15 term sheet proposed
the
exchange of cash advances by Mr. Robinson for shares of TCM common
stock and that the revised term sheet dated July 22nd contained a
proposal for the conversion of Mr. Robinson`s cash advances into
the
new class of TCM convertible preferred stock. Please clarify how
the
July 22nd term sheet addressed the differences remaining that you
reference between Bull Run`s July 15 term sheet and TCM`s July 14
term sheet.
Bull Run`s Reasons for the Merger . . ., page 64
4. We note your added disclosure in response to our prior comment
32.
In this regard, you disclose that the special committee, at a
particular meeting, "discussed the risks associated with a merger
with TCM, as well as the recommendations it might make if TCM
proposed highly disadvantageous merger terms" and you also state
that
special committee reviewed potential alternatives that "in the
opinion of the Bull Run Special Committee, realistic and not
realistic." Please revise to disclose the specific negative
factors
that the Bull Run board and special committee considered. Your
disclosure of what consideration the Bull Run special committee
and
Bull Run`s board gave to potentially adverse factors should not
merely summarize a discussion of a particular meeting and should
be
presented in the same bullet point format as the presentation of
the
reasons that weighed in favor of the merger.
Opinion of the Financial Advisor of the Bull Run Special
Committee,
page 65
5. We note your response to our prior comment 34. If projections
were exchanged among the parties and were deemed material by the
SunTrust Robinson Humphrey, investors are entitled to consider
them.
Please revise your disclosure to include this information as
previously requested.
Representations and Warranties, page 99
6. We note your response to prior comment 44. Please revise the
last
sentence of this section, and elsewhere as appropriate, to clarify
that the reason you are cautioning investors is that the agreement
is
modified by the disclosure schedules.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 133
Liquidity and Capital Resources, page 138
7. We note your response to prior comment 46, however, please see
prior comment 48 and quantify your long-term cash requirements.
Also, quantify the expected amount of cash required to service the
debt. Disclosure regarding the proposed funding may be made
without
violating the federal securities laws (See e.g. Rule 135c).
Bull Run`s Business, page 169
8. We note your response to prior comment 54. Quantify the
guaranteed rights fees that you pay so that investors can better
assess the economics of these agreements.
Annexes
9. We note your response to prior comment 58. We also note that
the
merger agreement refers to various schedules. Accordingly, it
appears that you must comply with the requirements of Item
601(b)(2).
Alternatively, please furnish to us the schedules for our review.
Exhibits
10. We disagree with the analysis you have provided in response to
prior comment 60. Like with a fairness opinion, you are receiving
an
opinion of an expert that is a material condition to the merger.
Accordingly, like a fairness opinion, you must file this opinion
as
an exhibit to the registration statement. Please confirm in your
response letter that the solvency opinion will be filed as an
exhibit
to the registration statement in a post-effective amendment.
Consents of Independent Registered Public Accounting Firm
11. We remind you to file the updated consents in your next
amendment
to the registration statement.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Dean Suehiro, Senior Staff Accountant, at
(202)
551-3384 or Kyle Moffatt, Accountant Branch Chief at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters. Please contact Albert Pappas, Senior Staff
Attorney, at (202) 551-3378 or me at (202) 551-3810 with any other
questions.
Sincerely,
Larry Spirgel
Assistant Director
cc: Arnold Jacobs, Esq.
(212) 969-2900 (fax)
Robert S. Prather, Jr.
Triple Crown Media, Inc.
November 1, 2005
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