Nielsen Buys Gracenote From Tribune for $560MNielsen Buys Gracenote From Tribune for $560M

CHICAGO -- 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."

Tribune Media Services Inc.
Gracenote
The Nielsen Co.