TRIBUNE MEDIA COMPANY as Issuer and the Subsidiary Guarantors from time to time party to the Indenture and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 24, 2015
Exhibit 4.2
TRIBUNE MEDIA COMPANY
as Issuer
and
the Subsidiary Guarantors from time to time party to the Indenture
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 24, 2015
5.875% Senior Notes Due 2022
FIRST SUPPLEMENTAL INDENTURE, dated as of June 24, 2015 (this “Supplemental Indenture”), among Tribune Media Company (the “Company”), the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee, are party to an Indenture, dated as of June 24, 2015 (as amended, supplemented, waived or otherwise modified, the “Indenture”), relating to the issuance from time to time by the Company of Notes;
WHEREAS, Section 9.1(xiii) of the Indenture provides that the Company may provide for the issuance of Notes of any series as permitted by Section 2.4 therein;
WHEREAS, in connection with the issuance of the June 2015 Notes (as defined herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the June 2015 Notes as hereinafter described; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Title of Notes. There shall be a series of Notes of the Company designated the “5.875% Senior Notes due 2022” (the “June 2015 Notes”).
3. Maturity Date. The final Stated Maturity of the June 2015 Notes shall be July 15, 2022.
4. Interest and Interest Rates. Interest on the Outstanding principal amount of the June 2015 Notes will accrue at the rate of 5.875% per annum and will be payable semi-annually in arrears on January 15 and July 15 in each year, commencing on January 15, 2016, to holders of record on the immediately preceding January 1 and July 1, respectively (each such January 1 and July 1, a “Regular Record Date”). Interest on the June 2015 Notes will accrue from the most recent date to which interest has been paid or provided for or, if no interest has been paid, from June 24, 2015, except that interest on any Additional June 2015 Notes (as defined below) issued on or after the first Interest Payment Date (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional June 2015 Notes,
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from the Interest Payment Date immediately preceding the date of issuance of such Additional June 2015 Notes (or if the date of issuance of such Additional June 2015 Notes is an Interest Payment Date, from such date of issuance); provided that if any June 2015 Note and any Exchange Notes issued in exchange therefor are surrendered for exchange on or after a Regular Record Date for an Interest Payment Date that will occur on or after the date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date.
5. No Limitation on Aggregate Principal Amount. The aggregate principal amount of June 2015 Notes that may be authenticated and delivered and Outstanding under the Indenture is not limited. The aggregate principal amount of the June 2015 Notes shall initially be $1,100.0 million. Subject to the terms of the Indenture, the Company may from time to time, without the consent of the Holders, create and issue Additional Notes having the same terms and conditions as the June 2015 Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional Notes issued in this manner will be consolidated with, and will form a single series with, the June 2015 Notes (any such Additional Notes, “Additional June 2015 Notes”), unless otherwise specified for Additional Notes in an applicable Notes Supplemental Indenture, or otherwise designated by the Company, as contemplated by Section 2.4 of the Indenture.
6. Redemption.
(a) On and after July 15, 2018, the Company may redeem the June 2015 Notes, at its option, in whole at any time or in part from time to time, upon notice as described in Section 5.4 of the Indenture, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to (but not including) the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the 12-month period commencing on July 15, 2018 of the years set forth below:
| Redemption Period |
Price | |||
| 2018 |
102.938 | % | ||
| 2019 |
101.469 | % | ||
| 2020 and thereafter |
100.000 | % | ||
(b) In addition, at any time prior to July 15, 2018, the Company may redeem the June 2015 Notes at its option, in whole at any time or in part from time to time, upon notice as described in Section 5.4 of the Indenture, at a redemption price equal to 100.0% of the principal amount of the June 2015 Notes redeemed plus the Applicable Premium calculated by the Company as of the date of the redemption notice, and accrued and unpaid interest, if any, to (but not including) the applicable Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date).
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(c) Notwithstanding the foregoing, at any time and from time to time, upon notice as described in Section 5.4 of the Indenture, on or prior to July 15, 2018, the Company may redeem in the aggregate up to 40.0% of the original aggregate principal amount of the June 2015 Notes (calculated after giving effect to any issuance of any Additional June 2015 Notes, or any other Additional Notes of the same series as the June 2015 Notes) with an amount equal to the net cash proceeds of one or more Equity Offerings by the Company or any direct or indirect parent of the Company, to the extent net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amount thereof) equal to 105.875%, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date); provided, however, that at least 50.0% of the original aggregate principal amount of the June 2015 Notes (calculated after giving effect to any issuance of any Additional June 2015 Notes, or any other Additional Notes of the same series as the June 2015 Notes) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated.
“Applicable Premium” means, with respect to any 2022 Note on any applicable Redemption Date, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, the greater of:
(1) 1.0% of the then outstanding principal amount of such 2022 Note; and
(2) the excess, if any, of
(a) the present value at such Redemption Date calculated as of the date of the applicable redemption notice of (i) the redemption price of the Note at July 15, 2018 (such redemption price being that described in Section 6(a)) plus (ii) all required interest payments due on the 2022 Note through July 15, 2018 (excluding accrued but unpaid interest to (but not including) the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
(b) the then outstanding principal amount of the 2022 Note; provided, that, the Trustee shall have no responsibility to calculate or verify the calculation of the Applicable Premium.
“Treasury Rate” means, as of the applicable Redemption Date, the weekly average yield to maturity at the time of computation, of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the date of the applicable redemption notice (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to July 15, 2018, provided, however, that if the period from such redemption date to July 15, 2018 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from July 15, 2018 to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.
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7. Form. The June 2015 Notes shall be issued substantially in the form set forth, or referenced, in Article II of the Indenture, and either Exhibit A or B attached to the Indenture, in each case as provided for in Section 2.1 of the Indenture (as such form may be modified in accordance with Section 2.4 of the Indenture).
8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
10. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
11. Headings. The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| TRIBUNE MEDIA COMPANY | ||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
[Signature Page to First Supplemental Indenture]
| GUARANTORS:
BASELINE ACQUISITIONS, LLC BASELINE, LLC CASTTV INC. CHICAGOLAND TELEVISION NEWS, LLC CLASSIFIED VENTURES HOLDCO, LLC FOXCO ACQUISITION, LLC FOXCO ACQUISITION FINANCE CORPORATION FOXCO ACQUISITION SUB, LLC GRACENOTE, INC. KDAF, LLC KIAH, LLC KPLR, INC. KRCW, LLC KSTU, LLC KSTU LICENSE, LLC KSWB, LLC KTLA, LLC KTVI, LLC KTVI LICENSE, LLC KTXL, LLC KWGN, LLC LOCAL TV, LLC LOCAL TV AIRCRAFT, INC. LOCAL TV FINANCE, LLC LOCAL TV FINANCE CORPORATION LOCAL TV HOLDINGS, LLC LOCAL TV NORFOLK REAL ESTATE, LLC MAGIC T MUSIC PUBLISHING COMPANY, LLC MEDIA BY NUMBERS, LLC OAK BROOK PRODUCTIONS, LLC RIVERWALK HOLDCO, LLC RIVERWALK HOLDCO II, LLC STUDIO SYSTEMS, LLC TOWER DISTRIBUTION COMPANY, LLC TOWERING T MUSIC PUBLISHING COMPANY, LLC TRIBUNE (FN) CABLE VENTURES, LLC TRIBUNE BROADCASTING COMPANY, LLC TRIBUNE BROADCASTING COMPANY II, LLC TRIBUNE BROADCASTING DENVER, LLC |
[Signature Page to First Supplemental Indenture]
| TRIBUNE BROADCASTING DENVER LICENSE, LLC TRIBUNE BROADCASTING FORT XXXXX, LLC TRIBUNE BROADCASTING FORT XXXXX LICENSE, LLC TRIBUNE BROADCASTING HARTFORD, LLC TRIBUNE BROADCASTING INDIANAPOLIS, LLC TRIBUNE BROADCASTING KANSAS CITY, INC. TRIBUNE BROADCASTING NORFOLK, LLC TRIBUNE BROADCASTING OKLAHOMA CITY, LLC TRIBUNE BROADCASTING OKLAHOMA CITY LICENSE, LLC TRIBUNE BROADCASTING SEATTLE, LLC TRIBUNE DIGITAL VENTURES, LLC TRIBUNE ENTERTAINMENT COMPANY, LLC TRIBUNE INVESTMENTS, LLC TRIBUNE MEDIA SERVICES, LLC TRIBUNE NATIONAL MARKETING COMPANY, LLC TRIBUNE TELEVISION NEW ORLEANS, INC. WDAF LICENSE, INC. WDAF TELEVISION, INC. WDCW, LLC WGHP, LLC WGHP LICENSE, LLC WGN CONTINENTAL BROADCASTING COMPANY, LLC WHNT, LLC WHNT LICENSE, LLC WHO LICENSE, LLC WHO TELEVISION, LLC WITI LICENSE, LLC WITI TELEVISION, LLC WJW LICENSE, LLC WJW TELEVISION, LLC WNEP, LLC WPHL, LLC WPIX, LLC WPMT, LLC |
[Signature Page to First Supplemental Indenture]
| WQAD, LLC WQAD LICENSE, LLC WREG, LLC WREG LICENSE, LLC WSFL, LLC WTVR, LLC WTVR LICENSE, LLC WXMI, LLC TRIBUNE REAL ESTATE HOLDINGS, LLC TRIBUNE REAL ESTATE HOLDINGS II, LLC AL-HUNTSVILLE-200 XXXXXX AVENUE, LLC XX-XXXX XXXXX-000 XXXXX 00XX XXXXXX, LLC AR-VAN BUREN-179 GLADEWOOD ROAD, LLC CA-4655 FRUITRIDGE ROAD, LLC CA-OLYMPIC PLANT, LLC CA-ORANGE COUNTY PLANT, LLC CA-LOS ANGELES TIMES SQUARE, LLC XX-0000 XXXXXXX XXXXXXXX XXXX, LLC CO-6160 SOUTH WABASH WAY, LLC CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC CO-DENVER-100 EAST XXXXX BOULEVARD, LLC CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC CT-121 WAWARME AVENUE, LLC CT-285 BROAD STREET, LLC CT-WTIC, LLC FL-633 NORTH ORANGE AVENUE, LLC FL-DEERFIELD PLANT, LLC FL-ORLANDO SENTINEL, LLC IA-XXXXXXX XXXX COUNTY, LLC IA-DES MOINES-1801 GRAND AVENUE, LLC XX-00000 XXXXXXXX XXXXXX, LLC XX-00000 XXXXX 000XX XXXXX, LLC IL-2501 XXXX XXXXXXX PLACE, LLC XX-0000 XXXXX XXXXXXXXXX, LLC XX-0000 XXXXXXX XXXXX, LLC XX-000 XXXXXXXX XXXX, LLC IL-FREEDOM CENTER, LLC IL-XXXXX COUNTY-RUSTIC HILL, LLC |
[Signature Page to First Supplemental Indenture]
| IL-MOLINE-3003 PARK 16 STREET, LLC IL-ORION-2880 NORTH 1100 AVENUE, LLC IL-TRIBUNE TOWER, LLC XX-0000 XXXXXXXX ROAD, LLC IN-6910 NETWORK PLACE, LLC IN-TRAFALGAR WTTV, LLC IN-WINDFALL WTTV, LLC MD-10 XXXX STREET, LLC XX-00000 XXXXXX XXXXXXXX XXXXXXX, LLC MD-3400 XXXXXXX PARK DRIVE, LLC MD-NORTH XXXXXXX STREET, LLC MD-SUN PARK, LLC MI-3117 PLAZA DRIVE, LLC MI-XXXXX ROAD, LLC MO-KANSAS XXXX-0000 XXXXXX XXXXXX, LLC MO-ST XXXXX-XXXX AVENUE, LLC XX-XXXX XXXXX-0000 XXXXXXX STREET, LLC NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC XX-XXXXX-0000 XXXX XXXXXXXX XXXXXX XXXX, LLC OK-OKLAHOMA CITY-EAST XXXXXXX ROAD, LLC XX-00000 XX XXXXXX XXXXX, LLC XX-0000 XXXXX XXXXX XXXXXX, LLC XX-0000 XXXXXXXXXX XXXXXX, LLC PA-550 EAST ROCK ROAD, LLC PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC PA-MORNING CALL, LLC PA-XXXXXX, LLC PA-SOUTH ABINGTON-RT 11 AND XXXXXX HWY, LLC TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC XX-0000 XXXXXXXX XXXXX, XXX XX-0000 XXXX XXXXXXXXX FREEWAY, LLC UT-SALT LAKE CITY-XXXXXX XXXXXXX DRIVE, LLC VA-216 IRONBOUND ROAD, LLC |
[Signature Page to First Supplemental Indenture]
| VA-DAILY PRESS, LLC VA-NORFOLK-720 BOUSH STREET, LLC VA-PORTSMOUTH-1318 XXXXXXXX STREET, LLC VA-RICHMOND, LLC VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC XX-0000 XXXXXXXX XXXXXX, LLC WI-XXXXX XXXX-0000 XXXXX XXXXX XXX XXXX, LLC WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Secretary | |||
[Signature Page to First Supplemental Indenture]
| THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Trustee | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Vice President | |||
[Signature Page to First Supplemental Indenture]
