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Tribune To Acquire Local TV, Creating Content and Distribution Powerhouse

  Tribune To Acquire Local TV, Creating Content and Distribution Powerhouse

Company Adds 19 Stations in 16 Markets, Making Tribune the #1 Local TV
Affiliate Group in America

PR Newswire

CHICAGO and NEWPORT, Ky., July 1, 2013

CHICAGO and NEWPORT, Ky., July 1, 2013 /PRNewswire/ --Tribune Company and
Local TV Holdings, LLC, today jointly announced they have entered into a
definitive agreement for Tribune to acquire all of Local TV's 19 television
stations in 16 key markets for $2.725 billion in cash. Coupled with Tribune's
current 23 television stations, superstation WGN America, Tribune Studios,
Tribune Digital Ventures and its eight major market newspapers, the
transaction makes Tribune a multi-platform content and distribution
powerhouse. Local TV is principally owned by Oak Hill Capital Partners.

Upon closing, the acquisition will immediately transform Tribune into the
country's largest commercial TV station owner, with a total of 42 stations
from New York to Los Angeles and Miami to Seattle. Importantly, because most
of Local TV's stations are ranked #1 or #2 in revenue share in their
respective markets, the transaction will generate significant free cash flow
and be immediately accretive to Tribune's earnings.

Tribune's acquisition of Local TV is a key strategic step, providing Tribune
with significant scale to drive its principal business objectives and create
substantial shareholder value. The scale provided by the Local TV acquisition
will enable Tribune to maximize national and local advertising opportunities
and take advantage of a larger footprint, across which it will distribute its
video and digital content, especially that created by the recently launched
Tribune Studios and Tribune Digital Ventures, as well as its best-in-class
journalism. The acquisition will also lead to more meaningful conversations
with affiliates about distribution, which is especially important to the
future of WGN America. The benefits of the Local TV acquisition will translate
into increased cash flow and, ultimately, greater shareholder value.

For Tribune, the transaction will deliver significant advantages, including:

  oProviding unparalleled opportunities for delivering compelling news and
    entertainment to millions of consumers nationwide
  oStrengthening local news coverage and programming by adding heritage
    stations with local news broadcasts consistently ranked #1 or #2 in the
    morning and evening 
  oCreating new advertising opportunities in key political battleground
    states
  oExtending the distribution platform for original content generated by
    Tribune Studios and the digital offerings to be created by Tribune Digital
    Ventures into new large, growing markets
  oDiversifying geographies and network affiliations, including the addition
    of 7 Fox, 5 CBS, 2 ABC and 2 NBC stations, while strengthening its
    relationships with cable operators and satellite providers
  oDelivering better economies of scale and strategic operating efficiencies

"Since joining Tribune in early 2013, we have been setting the strategic
foundation to transform Tribune and help chart the path forward—building our
multimedia capabilities and asset portfolio to become the country's leading
independent content creator and distributor," said Peter Liguori, Tribune's
President and Chief Executive Officer. "This is a transformational
acquisition for Tribune—it makes us the #1 local TV affiliate group in
America, expands the distribution platform for our high-quality video content,
and extends the reach of our digital products to new audiences across the
country. We couldn't be more excited about Tribune's future as America's
leader in creating and distributing original content and local news
programming."

Bobby Lawrence, Chief Executive Officer of Local TV, said, "Local TV and
Tribune have had a long, successful relationship over the last five years.
Our cultures and operating philosophies are very similar, and we share a
strong commitment to news and local programming excellence. My management
team will dearly miss working with some of the most talented and dedicated
people in broadcasting, but we know we leave our employees in good hands. I
am grateful to our partners at Oak Hill Capital, who acquired the finest
stations in the industry and helped us build this great company."

Jonathan Friesel and Benjamin Diesbach, Partners at Oak Hill Capital, jointly
said, "We thank Bobby, President and COO Pam Taylor, and the entire Local TV
family for their outstanding dedication and performance. During our
partnership together, Local TV has delivered extraordinary growth and become a
world-class broadcaster known for its quality programming, technological
innovation and strong community service. We wish Tribune well as they build
on the history of success these stations have."

Tribune's broadcast portfolio will increase from 23 to 42 stations, and
include 14 CW affiliates, 14 Fox affiliates, 5 CBS affiliates, 3 ABC
affiliates, 2 NBC affiliates and 4 independents. Tribune will own 14 stations
in the country's top 20 markets. It will become the #1 Fox affiliate group,
expand its position as the #1 CW affiliate group, and add market-leading
stations in prime cities such as Denver, Cleveland, St. Louis, Kansas City,
Salt Lake City and Milwaukee.

Tribune anticipates the combination with Local TV will generate more than $100
million in annual run-rate synergies within five years after closing. The
transaction will be structured to deliver to Tribune a step-up in the tax
basis of the acquired assets. Taking into account Tribune's estimate of
run-rate synergies and the present value of this tax asset, the effective
purchase price multiple on a pro forma basis is approximately 7x 2011 and 2012
average EBITDA.

Tribune has received committed financing of up to $4.1 billion from JPMorgan
Chase, BofA Merrill Lynch, Citigroup, Deutsche Bank and Credit Suisse,
including a new $300 million revolving credit facility and the capacity to
allow Tribune to refinance its existing debt. Tribune will finance the
transaction through a combination of debt financing and a portion of its cash
on hand.

Additional Transaction Details
The transaction has been approved by the boards of both Tribune and Local TV
and is expected to close by the end of 2013, subject to antitrust and Federal
Communications Commission (FCC) approvals and other customary closing
conditions. 

Guggenheim Securities acted as financial advisor to Tribune, and Debevoise &
Plimpton and Covington & Burling acted as legal advisors to Tribune on the
transaction. Moelis & Company LLC; Wells Fargo Securities, LLC; and Deutsche
Bank Securities Inc. acted as financial advisor to Local TV, and Dow Lohnes
PLLC acted as legal advisors to Local TV, on the transaction.

Investor Call:
Tribune will hold a conference call with investors and analysts to discuss
this announcement today at 9 a.m. (Eastern Time). To access the call, please
use one of the following dial-in numbers: 1-866-674-6591 (U.S. and Canada) and
1-937-502-2254 (International), and enter the Conference ID number: 13911824.

A live webcast will be accessible through the Tribune website,
www.tribune.com, or at
http://event.on24.com/r.htm?e=653759&s=1&k=DEA64C31A72800E0DDD283359717346B.
To listen to the live webcast, click on the link to the webcast provided on
the site's homepage. Allow at least 10 minutes to access the home page and
complete the link before the webcast begins.

A telephone replay of the call will be available until July 31, 2013. The
replay dial-in numbers are 1-800-585-8367 (U.S. and Canada) and 1-404-537-3406
(International), and the Conference ID number is 13911824. In addition, the
webcast will be archived on Tribune's web site in the "Financial Info"
section.

Cautions Concerning Forward-Looking Statements
This press release contains certain forward looking statements that are based
largely on Tribune's current expectations and reflect various estimates and
assumptions by Tribune. These statements may be identified by words such as
"expect," "anticipate," "will," "implied," "assume" and similar expressions.
Forward looking statements are subject to certain risks, trends and
uncertainties that could cause actual results and achievements to differ
materially from those expressed in such forward looking statements. Such
risks, trends and uncertainties, which in some instances are beyond Tribune's
control, include Tribune's ability to maintain relationship with cable
operators, satellite providers and other key commercial partners of the
acquired business, the ability to retain employees of the acquired business,
the ability to successfully integrate the acquired business into its
operations; and the ability to realize the expected benefits and synergies
from the acquisition, including the expected accretion in earnings. Tribune
is subject to additional risks and uncertainties described in Tribune's
quarterly and annual financial statements, related management's discussion and
analysis of financial condition and results of operations and the information
contained therein, which are made publicly available via its website,
www.tribune.com. Any forward-looking statements in this press release should
be evaluated in light of these important risk factors. This press release
reflects management's views as of July 1, 2013. Except to the extent required
by applicable law, Tribune undertakes no obligation to update or revise any
information contained in this press release beyond the published date, or for
changes made to this press release by wire services, Internet service
providers or other media, whether as a result of new information, future
events or otherwise.

About Tribune Company
TRIBUNE is one of the country's leading multimedia companies, operating
businesses in publishing, digital and broadcasting. In publishing, Tribune's
leading daily newspapers include the Los Angeles Times, Chicago Tribune, The
Baltimore Sun, Sun Sentinel (South Florida), Orlando Sentinel, Hartford
Courant, The Morning Call and Daily Press. The company's broadcasting group
operates 23 television stations, WGN America on national cable, the national
multicast network Antenna TV and Chicago's WGN-AM. Popular news and
information websites complement Tribune's print and broadcast properties and
extend the company's nationwide audience.

About Oak Hill Capital Partners
Oak Hill Capital Partners is a private equity firm with more than $8 billion
of initial capital commitments from leading entrepreneurs, endowments,
foundations, corporations, pension funds and global financial institutions.
Over a period of more than 25 years, the professionals at Oak Hill Capital and
its predecessors have invested in more than 70 significant private equity
transactions across broad segments of the U.S. and global economies. Oak Hill
Capital applies an industry-focused, theme-based approach and engages
experienced operating consultants to work directly with management teams to
implement strategic and operational initiatives. For more information about
Oak Hill Capital, visit www.oakhillcapital.com.

SOURCE Tribune Company

Website: http://www.tribune.com
Website: http://www.oakhillcapital.com
Contact: Tribune Media contact, Gary Weitman, SVP/Corporate Relations,
+1-312-222-3394, gweitman@tribune.com, or Oak Hill Capital Partners and Local
TV Media contacts, Jeremy Fielding or James David, Kekst and Company,
+1-212-521-4800