Tribune Media to Sell Gracenote for $560 Million

CHICAGO, Dec. 20, 2016 /PRNewswire/ -- Tribune Media Company (NYSE: TRCO) today announced that it has agreed to sell substantially all of its Digital and Data business operations, comprised of Gracenote video, music and sports, to the Nielsen Company (NYSE: NLSN) for $560 million in cash, subject to customary purchase price adjustments.  Tribune Media will retain its ownership of the business-to-consumer websites, Covers.com and ProSportsDaily.com. Tribune Media expects to receive approximately $500 million in after-tax proceeds from the transaction, the majority of which will be used to repay existing debt with the remainder to be reinvested in the business.  The sale is expected to close during the first quarter of 2017.

Tribune Media also announced its intention to declare and pay a special dividend of approximately $500 million during the first quarter of 2017 to stockholders and warrantholders.  This special dividend would be paid from existing cash.  The company plans to continue its existing $400 million share repurchase program, authorized earlier this year, which has approximately $168 million of remaining capacity.

"We are extremely proud to have grown our Digital and Data business into a vibrant global enterprise, with talented and creative people who deliver outstanding service to blue-chip clients around the world," said Peter Liguori, Tribune Media's president and chief executive officer.  "From a strategic standpoint, however, we are pleased to be streamlining our company so that we can focus even more intently on seizing future opportunities for our local television and entertainment business. 

"Further, our intention to pay a special dividend, continue our share repurchase program and repay debt reflects our long-standing commitment to returning capital to shareholders while maintaining a balanced approach to our overall capital structure."   

Tribune Media acquired Gracenote in 2014 and its unsurpassed music service was immediately added to Tribune Media Services, the premier provider of television and movie metadata.  The combined entity was rebranded "Gracenote," one of the largest entertainment data companies in the world.  The business has grown significantly during the past three years, expanding into Europe, India, Latin America and Australia.  Gracenote also acquired a digital sports data business in 2015 and launched Gracenote Sports.

Thanks to its unrivaled music, TV, movie and sports databases, Gracenote is central to the consumption of digital entertainment by consumers.  Gracenote is the only global company providing data in the four largest and most popular categories of entertainment at scale, including descriptions of virtually every song, TV show and movie ever produced, along with sports scores and statistics for all of the world's top leagues and teams. Comcast, DirecTV and other top cable and satellite TV operators leverage Gracenote data to display TV schedules and listings in their program guides and on mobile devices.  Music services such as Apple and Spotify use Gracenote data to power recommendation engines. Gracenote is on the open road as well, with data and technologies powering the infotainment systems in 85 million cars from Tesla, Ford, BMW, Toyota and others.

"Over the last three years, under Tribune's ownership, we've transformed Gracenote into a global data powerhouse and Nielsen's acquisition ushers in an exciting new chapter for our people, products and customers," said John Batter, Gracenote's Chief Executive Officer. "Nielsen is a natural home for Gracenote. Both companies have entertainment data at their core and have spent years delivering services to the world's top media brands. Bringing together our data for driving discovery and tune-in with Nielsen's deep insights about what people are watching, listening to and buying makes a formidable combination."

Moelis & Company and Guggenheim Securities acted as financial advisors and Debevoise & Plimpton acted as legal advisor to Tribune Media Company.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believe," "demonstrate," "expect," "estimate," "forecast," "anticipate," "should" and "likely" and similar expressions identify forward-looking statements. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are based on current expectations and assumptions of Tribune Media's management that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the timing of the closing of, and risks associated with the ability to consummate, the sale of Gracenote, the potential impact of the announcement of the sale of Gracenote or consummation of the sale on relationships, including with employees, customers and competitors, diversion of management time on transaction-related issues, the timing and amount of dividends, if any, declared by the board of directors of Tribune Media to its stockholders and warrantholders, and other risks detailed in Tribune Media's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and subsequent filings. Tribune Media is under no obligation to (and expressly disclaims any obligation to) update any of the information in this report if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise.

This announcement does not constitute the declaration of, or create a contractual obligation to pay, the special dividend referred to above. The actual declaration of any special dividend and the establishment of the applicable record and payment dates for any such dividend are subject to the discretion of the board of directors of Tribune Media, contractual restrictions with respect to payment of dividends and restrictions imposed by applicable law, among other factors.

Gracenote, Inc., provides music, delivers video and sports content and technologies to the world's hottest entertainment products and brands. Gracenote is the industry standard for music and video recognition and is supported by the largest source of entertainment data, featuring descriptions of more than 200 million tracks, TV listings for 85+ countries and statistics from 4,500 sport leagues and competitions. Gracenote has offices around the globe. For more information, visit www.gracenote.com or @GracenoteTweets and www.facebook.com/PoweredbyGracenote.

Tribune Media Company (NYSE: TRCO) is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcasting's 42 owned or operated local television stations reaching more than 50 million households, national entertainment network WGN America, whose reach is approaching 80 million households, Tribune Studios, and a variety of digital applications and websites commanding 60 million monthly unique visitors online, including ScreenerTV.com and Covers.com.  Tribune Media also includes Chicago's WGN-AM and the national multicast networks Antenna TV and THIS TV. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds other strategic investments in media. For more information please visit www.tribunemedia.com.

SOURCE Tribune Media Company

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