Mail Stop 3561
November 21, 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. 2 to Registration Statement on Form S-4
Filed November 10, 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.
Recent Developments
1. Please tell us your consideration for giving effect to the
disposition of The Goshen News in the pro forma financial
statements.
Include in your response the basis for your conclusion.
2. In light of the supplemental information that you have provided
to
us on November 17, 2005 regarding the expected sale or swap of The
Goshen News, please advise us whether you will obtain updated
fairness opinions, and if not, why not.
3. We note your proposed disclosure concerning the anticipated
sale
or swap of The Goshen News. Please address the following:
* Please disclose the anticipated timing of the Michiana closing;
* Please clarify why Gray would be required to provide written
request to Triple Crown to sell The Goshen Newspaper. In this
regard, would Triple Crown be required to sell The Goshen
Newspaper
by the Michiana closing date or another date specified by Gray?;
* Please clarify why you believe the FCC would require the
divestiture of the Goshen News when Gray is divesting itself in
the
spin-off of its entire newspaper publishing business;
* Please provide additional disclosure regarding the
indemnification
provisions and please quantify the anticipated losses that Gray
would
incur for Triple Crown`s failure to sell or swap The Goshen News
within the period specified by Gray. Are the "actual losses" you
reference that Gray would incur due to FCC penalties?;
* Please describe a swap transaction in greater detail so that
investors that are unfamiliar with your industry understand these
types of transactions. For example, are they entered into with
another party that is forced to sell a newspaper due to FCC rules?
* Disclose the anticipated proceeds you would receive if The
Goshen
News is sold. In this regard, is The Goshen News comparable in
value
to the value of Michiana?
* Please add appropriate risk factor disclosure to address the
risks
to investors regarding this sale. For example, disclose the
possible
impact to Triple Crown`s business regarding the indemnification
provision. Please also consider other risks regarding the
transaction, such as the risk that this transaction may be more
advantageous to Gray`s business rather than Triple Crown`s
business
and the fact that the terms of the The Goshen News transaction may
be
negotiated by Gray and not Triple Crown. Also, please consider
whether Gray`s or Triple Crown`s bargaining position in
negotiating
with third parties for the sale or swap of The Goshen News is
impacted due to the timing requirement to enter into a
transaction;
* Please address this anticipated transaction in the management`s
discussion and analysis section. Please also ensure you revise
your
description of the separation and distribution agreement section
accordingly and file the amendment to the separation and
distribution
agreement as an exhibit.
The Merger, page 52
Bull Run`s Reasons for the Merger . . ., page 65
4. We note the disclosure you have added in the background of the
merger section in response to prior comment 4, however, as
requested
in our prior comment, please revise this section to disclose the
specific negative factors that the Bull Run board and special
committee considered. In this regard, your presentation format
should be similar to your section entitled "Gray`s and TCM`s
Reasons
for the Merger."
Opinion of the Financial Advisor of the Bull Run Special
Committee,
page 65
Projected Financial Information of TCM and Bull Run, page 67
Bull Run Corporation Projected Financial Information, page 69
5. We note the Triple Crown Media projected financial information.
Please disclose the 2010 projections or tell us in your response
letter why you have not included these projections. In addition,
we
note that you have not included various projections that are
included
in the board presentations, such as publishing EBITDA, publishing
EBITDA margin, paging EBITDA, paging EBITDA margin, various
overhead
expenses, adjusted EBITDA and capital expenditures. Please
provide
your analysis in your response letter regarding to what extent the
excluded information in each of the Triple Crown Media and Bull
Run
projected financial information was relied upon by the Bull Run
special committee and the Triple Crown Media special committee.
6. We note that the some of the projected financial information
has
not been prepared in accordance with GAAP. As a result, advise us
what consideration you have given as to whether your presentation
of
non-GAAP financial measures would require additional disclosure
pursuant to Rule 100(a) of Regulation G. We may have additional
comments after we review your response.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 137
Liquidity and Capital Resources, page 142
7. We note the disclosure you have added in response to prior
comment
7. Please the basic terms of the notes to the extent known.
Annexes
8. We have considered your response to prior comment 9. We
believe
that the materials you submitted are schedules under Item
601(b)(2)
of Regulation S-K. In this regard, these materials list the
actual
items that are referred to in the applicable merger agreement
section. Accordingly, please comply with the requirements of Item
601(b)(2) of Regulation S-K. In this regard, please include a
list
briefly identifying the contents of any omitted schedules,
together
with an agreement to furnish to us a copy of any omitted document
upon request.
Exhibits
9. We have considered your response to prior comment 10. Because
the
receipt of the solvency opinion is a material condition to closing
and involves a report covered by Item 4(b) of Form S-4, we believe
that it should be filed. Accordingly, please file the consent of
HL
financial and confirm in your response letter that the solvency
opinion will be filed as an exhibit to the registration statement
in
a post-effective amendment at closing.
* * * *
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 21, 2005
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