S-1/A Page 1 of 331 Table of Contents As filed with the Securities and Exchange Commission on April 20, 2015 Registration No. 333-203286 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tribune Media Company (Exact name of registrant as specified in its charter) Delaware 4833 36-1880355 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 435 North Michigan Avenue Chicago, Illinois 60611 (312) 994-9300 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Steven Berns Executive Vice President and Chief Financial Officer Tribune Media Company 220 East 42nd Street, 10th Floor New York, New York 10017 (212) 210-2786 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: Peter J. Loughran, Esq. Michael W. Benjamin, Esq. Debevoise & Plimpton LLP Merritt S. Johnson, Esq. 919 Third Avenue Shearman & Sterling LLP New York, NY 10022 599 Lexington Avenue (212) 909-6000 New York, NY 10022 (212) 848-4000 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer _ (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Proposed Proposed to be Registered Maximum Maximum http://cfdocs.btogo.com:27638/cf/drv8/pub/edgar/2015/04/20/0001193125-15-136980/d9... 04/20/2015 S-1/A Page 2 of 331 Amount to Aggregate Aggregate Amount of be Offering Offering Registration Registered(1) Price Per Price(1)(2) Fee(3) Share(1)(2) Class A common stock, $0.001 par value per share 10,626,083 $61.53 $653,822,887 $75,975 (1) Includes shares/offering price of shares that may be sold upon exercise of the underwriters’ option to purchase additional shares. (2) This amount represents the proposed maximum aggregate offering price of the securities registered hereunder. These figures are estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. The price shown is the average of the high and low sales price for the registrant’s Class A common stock on April 6, 2015 as reported on the New York Stock Exchange. (3) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. http://cfdocs.btogo.com:27638/cf/drv8/pub/edgar/2015/04/20/0001193125-15-136980/d9... 04/20/2015 S-1/A Page 3 of 331 Table of Contents The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 20, 2015 9,240,073 Shares Tribune Media Company Class A Common Stock 9,240,073 shares of Tribune Media Company Class A common stock are being sold by the selling stockholders identified in this prospectus. Tribune Media Company will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. The Class A common stock of Tribune Media Company is listed on the New York Stock Exchange under the symbol TRCO. The last reported sale price of the Class A common stock on April 17, 2015 was $57.60 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on page 19 of this prospectus. Per Share Total Public offering price $$ Underwriting discounts and commissions (1) $ $ Proceeds, before expenses, to the selling stockholders $ $ (1) The underwriters will receive compensation in addition to the underwriting discount. See “Underwriting (Conflicts of Interest).” To the extent the underwriters sell more than 9,240,073 shares of Class A common stock, the underwriters have the option to purchase up to an additional 1,386,010 shares of Class A common stock from the selling stockholders at the public offering price less the underwriting discount. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. http://cfdocs.btogo.com:27638/cf/drv8/pub/edgar/2015/04/20/0001193125-15-136980/d9... 04/20/2015 S-1/A Page 4 of 331 The underwriters expect to deliver the shares to purchasers on or about , 2015. Morgan Stanley J.P. Morgan Goldman, Sachs & Co. Deutsche Bank Securities BofA Merrill Lynch Credit Suisse Evercore ISI Guggenheim Securities Prospectus dated , 2015 http://cfdocs.btogo.com:27638/cf/drv8/pub/edgar/2015/04/20/0001193125-15-136980/d9... 04/20/2015 S-1/A Page 5 of 331 Table of Contents TABLE OF CONTENTS Prospectus Summary 1 Risk Factors 19 Disclosure Regarding Forward-Looking Statements 43 Use of Proceeds 45 Price Range of Common Stock 46 Dividend Policy 47 Capitalization 48 Selected Historical Consolidated Financial Data 49 Management’s Discussion and Analysis of Financial Condition and Results of Operations 50 Business 95 Management 115 Executive Compensation 122 Certain Relationships and Related Party Transactions 145 Description of Certain Indebtedness 147 Principal and Selling Stockholders 149 Description of Capital Stock 152 Shares Available for Future Sale 158 Material U.S. Federal Tax Considerations for Non-U.S. Holders 160 Underwriting (Conflicts of Interest) 164 Validity of Common Stock 173 Experts 173 Where You Can Find More Information 173 Index to Financial Statements F-1 Report of Independent Registered Public Accounting Firm F-2 Financial Statements F-4 Neither we, the selling stockholders nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared. Neither we, the selling stockholders nor the underwriters take responsibility for, nor can provide any assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. http://cfdocs.btogo.com:27638/cf/drv8/pub/edgar/2015/04/20/0001193125-15-136980/d9... 04/20/2015 S-1/A Page 6 of 331 Table of Contents PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, you should read the entire prospectus, including the consolidated financial statements and the related notes and the section entitled “Risk Factors” included elsewhere in this prospectus. Unless otherwise indicated or the context otherwise requires, in this prospectus, references to “Tribune,” “Tribune Media,” the “Company,” “we,” “us” and “our” mean Tribune Media Company and its consolidated subsidiaries. Company Overview Tribune Media Company is a diversified media and entertainment business. It is comprised of 42 television stations that are either owned by us or owned by others, but to which we provide certain services, which we refer to as “our television stations,” along with a national general entertainment cable network, a radio station, a production studio, a digital and data technology business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets. We believe our diverse portfolio of assets distinguishes us from traditional pure-play broadcasters through our ownership of high-quality original and syndicated programming, our ability to capitalize on revenue growth from our digital and data assets, cash distributions from our equity investments and revenues from our real estate assets.