Tribune Publishing (TPUB) Closes 5.22M Common Stock Private Placement; Suspends Qtr. Dividend

Tribune Publishing Company (NYSE: TPUB) announced it has completed a $44.4 million private placement transaction with Merrick Media, LLC that will enhance the Company’s position for pursuing strategic acquisitions and digital initiatives. Michael W. Ferro, Jr., Chairman and CEO of Merrick Media, joins the Tribune Publishing Board of Directors as Non-Executive Chairman.

Eddy W. Hartenstein, who has served as Non-Executive Chairman of Tribune Publishing since its spin-off from Tribune Media Company in August 2014, remains on the Tribune Publishing Board of Directors.

Commenting on the $44.4 million private placement transaction, Tribune Publishing Chief Executive Officer Jack Griffin said, “This transaction supports key elements of our ongoing strategic plan and provides our Company with additional capital to accelerate our growth strategies. We continue to evaluate growth opportunities where we can achieve measurable, value-enhancing synergies that drive financial contribution and maximize shareholder value.”

Eddy Hartenstein commented, “We are pleased to have Michael Ferro join our Board. He is a proven value creator, and his strong entrepreneurial business acumen enhances our ability to execute our strategic plan and grow the Company.”

Michael Ferro said, “I am excited to be working with the Company’s award-winning brands. I see tremendous upside to create value and put Tribune Publishing at the forefront of technology and content to benefit journalists and shareholders.”

Private Placement Transaction:

Tribune Publishing today announced that it has completed a $44.4 million private placement of common stock with Merrick Media, LLC.

The Company issued an aggregate of 5,220,000 shares of its common stock to Merrick Media, LLC for an aggregate purchase price of $44.4 million in a private placement transaction exempt from registration under the Securities Act of 1933, as amended. In connection with the investment, Merrick Media entered into customary standstill arrangements, including limitations on additional share acquisitions and an agreement to vote its shares in support of the nominees of the Board of Directors.

The closing of the private placement occurred on February 3, 2016. The Company intends to use proceeds from this issuance to execute further on its growth strategy, including strategic acquisitions and digital initiatives.

Morgan Stanley acted as financial advisor to Tribune Publishing on this transaction.

Michael W. Ferro, Jr. Named Chairman of the Board:

In connection with the private placement, Tribune Publishing has appointed Michael W. Ferro, Jr. to be its Non-Executive Chairman of the Board. Mr. Ferro is a recognized entrepreneur and technology innovator with a significant track record of leading companies that deliver significant value for shareholders.

In addition to his role at Merrick Media, LLC, Mr. Ferro also served as Director and Chairman of the Board of Chicago-based Merge Healthcare, Inc., where he oversaw the revitalization of the technology company and its highly successful sale last year to IBM.

Mr. Ferro is also the past Chairman, Chief Executive Officer and founder of Click Commerce, Inc. Under Mr. Ferro’s leadership, Click Commerce pioneered the market for Internet portals that drove the integration of disparate systems in numerous vertical markets.

Mr. Ferro is the former Chairman of the media and technology company Wrapports, LLC, whose investments include the Chicago Sun-Times, Chicago Reader and several high-growth digital businesses, such as themuse.com and thecube.com. Mr. Ferro will retain his economic interest in Wrapports, LLC. He has relinquished all operating involvement with the Chicago Sun-Times.

Tribune Publishing Preliminary Fiscal Year 2015 Financial Update:

• Preliminary Company Revenues are expected to be in a range of $1.66 billion to $1.67 billion (The Street sees $1.67 billion.)
• Full-year preliminary 2015 Adjusted EBITDA is expected to be $154 million to $157 million1
• Company ended fiscal year 2015 with $41 million of cash

As of year-end 2015, digital metrics were as follows:

• December 2015 – all-time record of unique visitors at 51.2 million, according to comScore Media Metrix
• Total Digital Subscribers of 790,000 at year end, sequentially up 11% from 2015 third quarter
• Digital-only subscribers of 88,000 at year end, sequentially up 8% from 2015 third quarter

Common Stock Cash Dividend Policy Change:

The Company also announced today that the Board of Directors has suspended the Company’s quarterly common stock cash dividend. The Company currently intends to use the related cash savings to preserve financial flexibility while funding the Company’s growth strategy. Any future determination to declare and pay dividends will be made at the discretion of the Company’s Board of Directors after taking into account the Company’s financial results, capital requirements and other factors it may deem relevant. The Company will pay its previously declared fourth quarter dividend on February 11, 2016.

The Company will hold a conference call with investors at 9 a.m. CST on Thursday, February 4, 2016 regarding today’s announcement. CEO Jack Griffin and Chief Financial Officer Sandra Martin will be on the call to discuss the transaction.

To access the live webcast and view related materials, please visit investor.tribpub.com.

Participants can pre-register for the call using the following link: http://dpregister.com/10080490. Participants who pre-register will be given a unique PIN to gain immediate access to the call, bypassing the live operator. Participants may pre-register at any time, including up to and after the call start time. For those who do not pre-register, please dial 1-866-777-2509 in the U.S. or 1-412-317-5413 internationally at least 10 minutes prior to the scheduled start. The conference call will be “listen only” for participants other than Tribune Publishing management and financial analysts.

The conference call will be available on-demand via the Investor Relations section of the Company’s website approximately one hour after conclusion of the call. The audio also will be available for one year on the Company’s website, and the replay via telephone will be available until February 11, 2016. To access the replay via telephone, dial 1-877-344-7529 in the U.S. or 1-412-317-0088 internationally, code 10080490.

1 Adjusted EBITDA is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” below for more information.

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