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TRIBUNE PUBLISHING CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

August 7, 2014

Item 1.01. Entry into a Material Definitive Agreement

On August 3, 2014, in connection with the previously announced spin-off (the "Spin-off") of Tribune Publishing Company (the "Company") from Tribune Media Company ("Tribune Media"), the Company entered into a Separation and Distribution Agreement with Tribune Media (the "SDA"). On August 4, 2014 (the "Distribution Date"), the Company entered into several agreements that set forth the principal actions taken in connection with the Spin-off and that govern the relationship of the Company and Tribune Media following the Spin-off, including the following:

a Transition Services Agreement (the "TSA"); a Tax Matters Agreement (the "TMA"); and an Employee Matters Agreement (the "EMA").



A summary of the material terms and conditions of the SDA, the TSA, the TMA and the EMA can be found in the section entitled "Relationships Between Tribune and Tribune Publishing Following the Distribution" of the Information Statement filed as Exhibit 99.1 to Amendment No. 6 to the Company's Registration Statement on Form 10 (File No. 001-36230) filed with the Securities and Exchange Commission on July 21, 2014 (the "Registration Statement"), which is incorporated herein by reference. The descriptions of the SDA, the TSA, the TMA and the EMA do not purport to be complete and are qualified in their entirety by reference to the full text of the SDA, the TSA, the TMA and the EMA, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Senior Credit Facilities

On August 4, 2014, in connection with the Spin-off, the Company consummated the following transactions:

entry into a new senior term facility (the "Senior Term Facility") providing for term loans in an aggregate principal amount of $350 million; entry into a new senior ABL facility (the "Senior ABL Facility") providing for senior secured revolving loans and letters of credit of up to a maximum aggregate principal amount of $140 million; and entry into a new continuing agreement for standby letters of credit (the "Letter of Credit Agreement") providing for the issuance of letters of credit of up to a maximum aggregate face amount of $30 million.



The proceeds of the Senior Term Facility were used to (i) pay a $275 million cash dividend to Tribune Media in connection with the Spin-off, (ii) pay fees, costs and expenses incurred in connection with the financing transactions and (iii) finance general corporate purposes of the Company and its subsidiaries. The Senior ABL Facility is available to finance the general corporate needs of the Company and its subsidiaries. The Letter of Credit Agreement is available for the issuance of letters of credit.

Senior Term Facility

On August 4, 2014, the Company entered into a credit agreement (the "Term Loan Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the "Term Collateral Agent"), and the lenders party thereto, providing for the Senior Term Facility. The Senior Term Facility provides for loans (the "Term Loans") in an aggregate principal amount of $350 million. Subject to certain conditions, without the consent of the then existing lenders (but subject to the receipt of commitments), the Senior Term Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by an amount up to (i) the greater of $100 million and an amount as will not cause the net senior secured leverage ratio after giving effect to such incurrence to exceed 2.00:1.00, plus (ii) an amount equal to all voluntary prepayments of the term loans borrowed under the Senior Term Facility on the distribution date and refinancing debt in respect of such loans, subject to certain conditions.

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Maturity; Prepayment

The Senior Term Facility will mature on August 4, 2021 (the "Term Loan Maturity Date"). The Term Loans amortize in equal quarterly installments in aggregate annual amounts equal to 1.25% of the original principal amount of the Senior Term Facility with the balance payable on the Term Loan Maturity Date. In addition, however, the Senior Term Facility provides for the right of individual lenders to extend the maturity date of their loans upon the request of the Company without the consent of any other lender.

The Term Loans may be prepaid, in whole or in part, without premium or penalty, except that (a) prepayments and certain refinancings of the Senior Term Facility prior to August 4, 2015 will be subject to a prepayment premium of 1.0% of the principal amount prepaid and (b) lenders will be compensated for redeployment costs, if any. Subject to certain exceptions and provisions for the ratable sharing with indebtedness secured on a pari passu basis with the Senior Term Facility, the Senior Term Facility will be subject to mandatory prepayment in an amount equal to:

100% of the net proceeds (other than those that are used to purchase

certain assets within a specified time period) of certain asset sales and certain insurance recovery events;



100% of the net proceeds of the issuance or incurrence of indebtedness

(other than indebtedness permitted to be incurred under the Senior Term Facility unless specifically incurred to refinance a portion of the Senior Term Facility); and



50% of annual excess cash flow for any fiscal year (beginning with the

fiscal year ending December 27, 2015), such percentage to decrease to 25% . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 concerning the Company's direct financial obligations under the Term Loan Credit Agreement, ABL Credit Agreement, the Letter of Credit Agreement and the related agreements is hereby incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Effective August 4, 2014, in connection with the Spin-off, Steven Berns resigned as President and Chief Executive Officer of the Company.

(c) On August 4, 2014, as described in the Registration Statement, in connection with the Spin-off, the following officers were appointed, effective immediately:

John H. Griffin, Jr.-President and Chief Executive Officer John B. Bode-Executive Vice President and Chief Financial Officer Howard Greenberg-Publisher and Chief Executive Officer, Orlando Sentinel and Sun-Sentinel Tony Hunter-Publisher and Chief Executive Officer, Chicago Tribune Company Timothy E. Ryan-Publisher and Chief Executive Officer, The Baltimore Sun and The Morning Call Julie K. Xanders-Executive Vice President and General Counsel 8



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The section of the Registration Statement entitled "Management-Directors and Executive Officers", which contains the biographical information on each officer, is incorporated herein by reference.

(d) On August 3, 2014, the Company's Board of Directors (the "Board") increased the size of the Board from three to six and accepted the resignations of Steven Berns and Edward Lazarus as directors, effective August 4, 2014. To fill the five vacancies resulting from the increase in size of the Board and the resignations, the Board appointed John H. Griffin, Jr., Eddy W. Hartenstein, David E. Dibble, Renetta McCann and Ellen Taus as directors, effective August 4, 2014. Mr. Dibble and Ms. Taus have been named members of the Audit Committee, joining Philip G. Franklin, who was previously named as a member of the Audit Committee on July 24, 2014. Mr. Dibble, Ms. McCann and Ms. Taus have been named members of the Compensation Committee. Ms. McCann has been named a member of the Nominating and Corporate Governance Committee, joining Mr. Franklin, who was previously named as a member of the Nominating and Corporate Governance Committee, effective August 4, 2014. Mr. Hartenstein was appointed as Chairman of the Board.

Mr. Dibble, Ms. McCann and Ms. Taus, as non-employee directors, will receive the director compensation described in the Registration Statement.

There are no arrangements or understandings between any of Mr. Griffin, Mr. Hartenstein, Mr. Dibble, Ms. McCann and Ms. Taus and any other person pursuant to which such individual was selected as a director. There are no transactions involving any of Mr. Griffin, Mr. Hartenstein, Mr. Dibble, Ms. McCann and Ms. Taus that would be required to be reported under Item 404(a) of Regulation S-K.

On August 6, 2014, the Board approved an additional feature of our director compensation program that will permit our non-employee directors to either (x) convert all or a portion of their annual cash and equity retainer into deferred stock units covering shares of the Company's common stock to be settled on the earlier of a termination of board service or a qualifying change in control or (y) convert all or a portion of their cash retainer into unrestricted shares of the Company's common stock. In either case, the conversion will be determined at the fair market value of a share of the Company's common stock on the grant date, and the converted equity award will be granted under the Omnibus Incentive Plan.

(e) On April 1, 2014, the Compensation Committee of Tribune Media, the sole stockholder of the Company prior to the Spin-off, approved the Tribune Publishing Company 2014 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), which was then ratified by Tribune Media's Board of Directors and the Company's Board. The total number of shares of the Company's common stock that may be issued under the Omnibus Incentive Plan, subject to certain adjustment provisions, is 2,542,361 shares. The Company may grant options, SARs, stock purchase rights, restricted shares, restricted stock units, dividend equivalents, deferred share units, performance shares, performance units and other equity-based awards under the Omnibus Incentive Plan. Awards may be granted under the Omnibus Incentive Plan to any employee, director, consultant or other service provider of the Company or a subsidiary of the Company. In addition, the Omnibus Incentive Plan provides for the assumption of certain awards pursuant to the conversion of awards granted under the Tribune Company 2013 Equity Incentive Plan, as described in the EMA.

The foregoing description of the Omnibus Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Incentive Plan, which was included as Exhibit 10.5 to the Company's registration statement on Form S-8, filed on August 7, 2014, and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 1, 2014, the Company amended and restated its Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") and amended and restated its By-laws (the "Amended and Restated By-laws"). A description of the material terms of each can be found in the section of the Registration Statement entitled "Description of Capital Stock," and is incorporated herein by reference. In addition, the descriptions of the foregoing are qualified in their entirety by reference to the complete terms and conditions of the Company's Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, which were included as Exhibits 3.1 and 3.2, respectively, to the Company's registration statement on Form S-8, filed on August 7, 2014, and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit No. Description 2.1 Separation and Distribution Agreement, between Tribune Publishing Company and Tribune Media Company, dated as of August 3, 2014. 3.1 Amended and Restated Certificate of Incorporation of Tribune Publishing Company (incorporated by reference to Exhibit 3.1 to the Tribune Publishing Company Registration Statement on Form S-8 (File No. 333-197932). 3.2 Amended and Restated By-laws of Tribune Publishing Company (incorporated by reference to Exhibit 3.2 to the Tribune Publishing Company Registration Statement on Form S-8 (File No. 333-197932). 10.1 Transition Services Agreement, between Tribune Publishing Company and Tribune Media Company, dated as of August 4, 2014. 10.2 Tax Matters Agreement, between Tribune Publishing Company and Tribune Media Company, dated as of August 4, 2014. 10.3 Employee Matters Agreement, between Tribune Publishing Company and Tribune Media Company, dated as of August 4, 2014. 10.4 Registration Rights Agreement, between Tribune Publishing Company and the Stockholders party thereto, dated as of August 4, 2014. 10.5 Tribune Publishing Company 2014 Omnibus Incentive Plan, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.5 to the Tribune Publishing Company Registration Statement on Form S-8 (File No. 333-197932). 10.11 Term Loan Credit Agreement, between Tribune Publishing Company and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, dated as of August 4, 2014. 10.12 Term Loan Guaranty, between Tribune Publishing Company, the Subsidiary Guarantors thereto and JPMorgan Chase Bank, N.A., as term collateral agent, dated as of August 4, 2014. 10.13 Term Loan Security Agreement, between Tribune Publishing Company, the Subsidiary Guarantors thereto and JPMorgan Chase Bank, N.A., as term collateral agent, dated as of August 4, 2014. 10.14 Term Loan Pledge Agreement, between Tribune Publishing Company, the Subsidiary Guarantors thereto and JPMorgan Chase Bank, N.A., as term collateral agent, dated as of August 4, 2014. 10.15 ABL Credit Agreement, between Tribune Publishing Company, the Subsidiary Guarantors thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and l/c issuer, and the lenders party thereto, dated as of August 4, 2014. 10.16 ABL Guaranty, between Tribune Publishing Company, the Subsidiary Guarantors thereto and Bank of America, N.A., as term ABL collateral agent, dated as of August 4, 2014. 10.17 ABL Security Agreement, between Tribune Publishing Company, the Subsidiary Guarantors thereto and Bank of America, N.A., as term ABL collateral agent, dated as of August 4, 2014. 10



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10.18 ABL Pledge Agreement, between Tribune Publishing Company, the Subsidiary Guarantors thereto and Bank of America, N.A., as term ABL collateral agent, dated as of August 4, 2014. 10.19 Continuing Agreement for Standby Letters of Credit, between Tribune Publishing Company and JPMorgan Chase Bank, N.A., as l/c issuer, dated as of August 4, 2014. 11



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