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SEC CORRESPONDENCE LETTER

    53rd at Third

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    www.lw.com

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    Washington, D.C.

    File No. 037645-0001

November 4, 2005

Larry Spirgel, Esq.

Assistant Director

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0406

    Re:

    Triple Crown Media, Inc.

    Registration Statement on Form S-4/Form S-1

    (No. 333-128270)

Dear Mr. Spirgel:

          We represent Houlihan Lokey Howard & Zukin (“HLHZ”) in connection with the transactions
contemplated by Triple Crown Media, Inc.’s (the “Company”) Registration Statement on Form
S-4/Form S-1 (the “Registration Statement”). We appreciate Mr. Pappas taking the time on
Wednesday to discuss with us the Staff’s comments to the Registration Statement and allowing us to
supplementally provide the Staff with a further response to comment number 60 contained in your
letter to the Company dated October 14, 2005, as followed up by comment number 10 of your letter to
the Company dated November 1, 2005.

          For ease of reference, comment 60, our response, and comment 10 were as follows:

60. We note the reference to HL Financial being engaged to provide the solvency opinion at
closing. File the consent of HL Financial and confirm in your response letter that the solvency
opinion will be filed as an exhibit to the registration statement in a post-effective amendment at
closing.

Delivery of a solvency opinion by HL Financial to the TCM Special Committee and TCM’s board
of directors is a condition to the closing of the merger, and the opinion and will not be
delivered until the closing. As a result, the solvency opinion, which will not be
addressed to Bull Run, its board of directors or its shareholders, will be provided only

Larry Spirgel, Esq.

November 4, 2005

Page 2

after any investment decision has been made pursuant to the Registration Statement and a
“sale” has occurred. (See, Preliminary Note to Rule 145, which states that “... a ‘sale’
occurs when there is submitted to security holders an agreement pursuant to which such
holders are required to elect, on the basis of what is in substance a new investment
decision, whether to accept a new or different security in exchange for their existing
security”).

Accordingly, TCM respectfully submits that satisfaction of the condition to the merger by
delivery of the solvency opinion at closing is like the satisfaction of any other merger
condition, and post-effective amendments are not required to be filed to disclose
satisfaction of such conditions or documents delivered at closing in satisfaction of such
conditions, since such disclosure would not be material to investors. If an opinion meeting
the requirements of the condition, as set forth in the filing, is not delivered at closing
and the condition is waived, the parties would have to determine at that time whether the
waiver of the condition is information material to an investment decision and under
applicable law thus requires a resolicitation. Finally, we have not been able to find any
instance where a registrant has been required to file a solvency opinion as an exhibit to a
post-effective amendment, where the initial solvency opinion was delivered at the closing of
the subject transaction.

          10. We disagree with the analysis you have provided in response to prior comment 60. Like
with a fairness opinion you are receiving an opinion of an expert that is a material condition to
the merger. Accordingly, like a fairness opinion, you must file this opinion as an exhibit to the
registration statement. Please confirm in your response letter that the solvency opinion will be
filed as an exhibit to the registration statement in a post-effective amendment.

          The requirement in Item 4(b) of Form S-4 to disclose a report, opinion or appraisal materially
relating to the transaction that has been received from an outside party and referred to in the
prospectus calls for the same information as would be required by Item 9(b)(1) through (6) of
Schedule 13E-3. Thus, in analyzing whether Item 4(b) requires the filing of HLHZ’s solvency
opinion (the “Opinion”) as an exhibit to a post-effective amendment to the Registration
Statement, we believe it is important to look first to the reasoning underlying the adoption of
Item 9(b) and the manner in which the Securities and Exchange Commission has interpreted the
requirement.

          The proposing release for Rule 13e-3 and Schedule 13E-3 states that the requirements of
proposed Items 8 (Determination of the Consideration for the Transaction), 9 (Fairness of the
Transaction) and 10 (Reports, Opinions and Appraisals), constituting Items 8 and 9 as adopted,
“are intended to ensure full disclosure concerning the material elements in the determination of
the consideration to be offered in the Rule 13e-3 transaction.”1

    1

    Securities Act Release No. 5884, Exchange Act
Release No. 14,185, 1977 SEC Lexis 352, page 64 (Nov. 17, 1977).

Larry Spirgel, Esq.

November 4, 2005

Page 3

          The limited number of Staff no action letters and Commission administrative proceedings since
the adoption of Item 9 that consider whether a report, opinion or appraisal is “materially related
to a transaction” and required to be disclosed, reflect this objective —  to provide disclosure
concerning the material elements of the consideration being offered. Thus, the Staff has stated
that “reports, opinions, and appraisals prepared in contemplation of, or in connection with, going
private transactions (such as fairness opinions by investment banking firms) and which relate to
the purpose for, and fairness of, such transaction must be disclosed,” but has also indicated that
the disclosure requirement encompasses more than reports, opinions or appraisals specifically
prepared for purposes of the transaction.2

          Based on this interpretation, the Staff expressed its view that disclosure of purchase price
allocation reviews, and reports delivered in connection therewith, which were not prepared in
connection with or in contemplation of a going private transaction, was required because the
reviews and reports were material to an assessment of the fairness of the consideration being
offered to shareholders:

"[T]he determination of an independent appraiser or accountant that the fair value
of the assets deviates significantly from the purchase price thus requiring a
substantial allocation to goodwill or negative goodwill could be important to a
shareholder assessing the fairness of the purchase price established by affiliate
parties. This is particularly true if the report differs substantially from the
parties’ Schedule 13E-3 discussion of the value of the issuer’s assets or
operations.”3

          Likewise, the Commission has required disclosure in a proxy statement of third party appraisals of
property received one to six years prior to a Rule 13e-3 transaction. 4 The appraisal
had not been done for purposes of the going private merger but had served as the starting point for
an analysis of the company’s asset value by the investment banking firm providing a fairness
opinion, which analysis served as a basis for the firm’s valuation range provided to the company’s
board of directors. The Commission, in finding that the respondent had failed to comply with the
disclosure requirements of Rule 13e-3 by not disclosing such third party appraisals and not
properly summarizing the investment banker’s fairness opinion with respect to the merger price,
stated that proper disclosure “would provide shareholders a means to assess the adequacy of the
$29.50 merger price and to evaluate the basis for the valuation range established by [the
investment banking firm].”5

    2

    Charles L. Ephraim, SEC No-Action Letter,
1987 SEC No-Act LEXIS 2687 at 2 (Sept. 30, 1987).

    3

    Id. at 2-3.

    4

    Meyers Parking System, Inc. , 49 S.E.C. 907
(SEC 1988) (“Meyers Parking”).

    5

    Id. at 914.

Larry Spirgel, Esq.

November 4, 2005

Page 4

          It is our understanding that, following its adoption, Item 9 was used for guidance by
practitioners in preparing, and the Division of Corporation Finance in reviewing, proxy statements
and prospectuses for cash or stock mergers that were not going private transactions. The adopting
release for Form S-4 states that Item 4 “has been revised to codify existing administrative
practice in the area of investment banking and other opinions.”6 Form S-4 applied the
principles of an integrated disclosure system to disclosures made in connection with mergers and
exchange offers, reflecting “the premise that decisions made in the context of business combination
transactions and those made otherwise in the purchase of a security in the primary or trading
market are substantially similar.”7 The “offer, offer to sell, offer for sale or
sale” that is being registered is deemed, pursuant to Rule 145 under the Securities Act of 1933, to
occur, in the case of mergers, when the matter is submitted for the vote or consent of holders, and
Form S-4 is intended to provide shareholders with the information they need in order to make that
investment decision, i.e., to vote on the transaction.8 In the context of Item
4(b), the information is meant to ensure disclosure concerning the material elements of the consideration
being offered.

          Thus, since the purpose of Item 4(b) is to provide information prior to a shareholder’s making a
decision with respect to his or her vote on a transaction — specifically, reports, opinions or
appraisals that have prior to that time been received by a party and are material to assessing the
fairness of the consideration being offered, and, accordingly, material to the shareholder’s
decision to vote or consent to a transaction — we respectfully submit that no disclosure of the
Opinion after completion of the transactions contemplated by the Registration Statement is required
by Item 4(b):

    •

    The opinion has not been received by any party at this time.

    •

    Although the opinion will be addressed to the special committees of the boards of
directors and the boards of directors of the Company and Gray Television, Inc., neither the
Company’s nor Gray’s shareholders are being asked to make an investment decision. While
Bull Run Corporation is entitled to receive a copy of the opinion as part of the closing
documentation, the opinion is not for Bull Run’s benefit and, in any case, the copy will
not be received until after Bull Run’s shareholders have voted.

    •

    The opinions that concern the material elements in the determination of consideration to
be offered in the transactions contemplated by the Registration Statement are the opinions
dealing with the fairness of the transaction to the shareholders of each company which,
together with the analyses underlying those opinions, are fully set forth in the
Registration Statement.

    6

    Securities Act Rel. No. 6578, Exchange Act
Rel. No. 21,982 (April 23, 1985), 7 CCH Fed. Sec. L. Rep. Para. 72,418
(“S-4 Adopting Release”).

    7

    Id.

    8

    See also, Meyers Parking, where the
Commission stated, in the context of a Schedule 13E-3 incorporating a merger
proxy statement, that “[f]ull disclosure of all material information is
necessary to allow shareholders to make an informed decision on whether or not
to vote against the merger, abstain or not vote in order to be able to exercise
their appraisal rights.” 49 S.E.C at 908-09.

Larry Spirgel, Esq.

November 4, 2005

Page 5

          Finally, delivery of the Opinion, as one of a number of documents required in connection with
the closing of the transactions contemplated by the Registration Statement, does not rise to the
level of materiality that typically necessitates the filing of a post-effective amendment. Item
512(a) of Regulation S-K requires that a registrant undertake to file a post-effective amendment
when, in relevant part, there are “...any facts or events arising after the effective date of the
registration statement ... which ... represent a fundamental change in the information set forth in
the registration statement.”9 Here, the fact that receipt of a solvency opinion is a
condition to the merger, and the conclusions that such opinion will have to reach in order to
satisfy the condition, have been fully disclosed in the Registration Statement. Satisfaction of
that condition will therefore not represent a “fundamental change” in the information contained in
the Registration Statement.

          We would appreciate your prompt review of these materials and notification to us if you have
additional comments or questions. Please contact Arnold Jacobs of Proskauer Rose LLP, at 212
969-3210, or the undersigned at 212 906-1306.

Very truly yours,

Erica H. Steinberger

    cc:

    David C. Brown, Esq., Houlihan Lokey Howard & Zukin

    John Taylor, Esq., Chorey, Taylor & Feil

    Arnold S. Jacobs, Esq., Proskauer Rose LLP

    9

    Regulation S-K, 17 C.F.R.
§229.512(a)(ii) (2005).