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Subsequent Events
12 Months Ended
Dec. 31, 2016
Subsequent Events [Abstract]  
Subsequent Events
NOTE 23: SUBSEQUENT EVENTS

Special Cash Dividend—On January 2, 2017, the Board authorized and declared the 2017 Special Cash Dividend of $5.77 per share of Common Stock, which was paid on February 3, 2017 to holders of record of Common Stock at the close of business on January 13, 2017. In addition, pursuant to the terms of the Warrant Agreement, the Company made a cash payment of $5.77 per Warrant on February 3, 2017 to holders of record of Warrants at the close of business on January 13, 2017. The total aggregate payment on February 3, 2017 totaled $499 million, including the payment to holders of Warrants.
Secured Credit Facility Amendment—On January 27, 2017, the Company, the Subsidiary Guarantors, JPMorgan, as administrative agent and certain extending lenders, entered into an amendment (the “2017 Amendment”) to the Company’s First Lien Credit Agreement, dated as of December 27, 2013 (as amended by Amendment No. 1, dated as of June 24, 2015, the “Existing Credit Agreement”) and its Security Agreement, dated as of December 27, 2013 (as supplemented from time to time, the “Security Agreement”), pursuant to which, among other things, (i) certain term lenders under the term loan facility (the “Secured Credit Facility”) under the Existing Credit Agreement converted a portion (the “Term B Loans”) of their term loans outstanding immediately prior to the closing of the 2017 Amendment (the “Existing Term Loans”) into a new tranche of term loans in an aggregate amount (after giving effect to the Term Loan Increase Supplement (as defined below)) of approximately $1.760 billion (the “Term C Loans”), electing to extend the maturity date of the Term C Loans from December 27, 2020 to the earlier of (A) January 27, 2024 and (B) solely to the extent that more than $600 million in aggregate principal amount of the Company’s 5.875% Senior Notes due 2022 remain outstanding on such date, the date that is 91 days prior to July 15, 2022 (as such date may be extended from time to time) and (ii) certain revolving lenders under the revolving credit facility under the Existing Credit Agreement (the “Revolving Credit Facility”) converted all of their revolving commitments into a new tranche of revolving commitments (the “New Initial Revolving Credit Commitments”), electing to extend the maturity date of the New Initial Revolving Credit Commitments from December 27, 2018 to the earlier of (A) January 27, 2022 and (B) solely to the extent that more than $250 million in aggregate principal amount of the Term B Loans remain outstanding on such date, the date that is 91 days prior to December 27, 2020 (as such date may be extended from time to time).
Under the Secured Credit Facility, the Term C Loans bear interest, at the Company’s election, at a rate per annum equal to either (i) the sum of LIBOR, adjusted for statutory reserve requirements on Euro currency liabilities (“Adjusted LIBOR”), subject to a minimum rate of 0.75%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0%, plus an applicable margin of 2.0%. Under the Revolving Credit Facility, the loans made pursuant to a New Initial Revolving Credit Commitment bear interest initially, at the Company’s election, at a rate per annum equal to either (i) the sum of Adjusted LIBOR, subject to a minimum rate of zero, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0%, plus an applicable margin of 2.0%.
The Term C Loans and the New Initial Revolving Credit Loans are secured by the same collateral and guaranteed by the same guarantors as the Existing Term Loans. Voluntary prepayments of the Term C Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first six months after the 2017 Amendment. The financial covenant is the same as in the Existing Credit Agreement, except such covenant is only required to be tested at the end of each fiscal quarter if the aggregate amount of revolving loans, swingline loans and letters of credit (other than undrawn letters of credit and letters of credit that have been fully cash collateralized) outstanding exceed 35% of the aggregate amount of revolving commitments as of the date of the 2017 Amendment (after giving effect to Revolving Credit Facility Increase (as defined below)). The other terms of the Term C Loans and the New Initial Revolving Credit Loans are also generally the same as the terms of the Existing Term Loans and the revolving loans outstanding immediately prior to the closing of the 2017 Amendment (the “Existing Revolving Loans”), as applicable. A portion of each of the Existing Term Loans and the Existing Revolving Loans remained in place following the 2017 Amendment and each will mature on its respective existing maturity date. Concurrent with 2017 Amendment, the Company entered into certain interest rate swaps with a notional value of $500 million to hedge variable rate interest payments due under the 2017 Amendment.
On January 27, 2017, immediately following effectiveness of the 2017 Amendment, the Company increased (A) the amount of its Term C Loans pursuant to an Increase Supplement (the “Term Loan Increase Supplement”) between the Company and the term lender party thereto and (B) the amount of commitments under its Revolving Credit Facility from $300 million to $420 million (the “Revolving Credit Facility Increase”), pursuant to (i) an Increase Supplement, among the Company and certain existing revolving lenders and (ii) a Lender Joinder Agreement, among the Company, a new revolving lender and JPMorgan, as administrative agent.
Gracenote Sale—On January 31, 2017, the Company completed the Gracenote Sale pursuant to the Share Purchase Agreement, dated December 19, 2016, between Tribune, the Gracenote Companies and Nielsen, for a purchase price of $560 million, subject to certain adjustments based upon closing date cash, debt, unpaid transaction expenses and certain other expense items and working capital, as further described in Note 2. The Company received gross proceeds of $581 million and expects to recognize a pretax gain as a result of the sale in the first quarter of 2017.
On February 1, 2017, the Company used $400 million from the proceeds from the Gracenote Sale to pay down a portion of its Term B Loans. Subsequent to this payment, the Company’s quarterly installments related to the remaining principal amount of Term B Loans are no longer due.
FCC Spectrum Auction—On February 8, 2017, the Company announced that it anticipates receiving approximately $190 million in pretax proceeds resulting from the FCC’s recently completed reverse auction for broadcast spectrum. The anticipated proceeds reflect the FCC’s acceptance of one or more bids placed by the Company or channel share partners of television stations owned or operated by the Company during the auction to modify and/or surrender spectrum used by certain of such bidder’s television stations. The Company expects to receive the proceeds in the second half of 2017.