Tribune Publishing (TPCO) Agrees to Be Acquired by Alden Global Capital for $17.25/Share

February 16, 2021 7:08 PM EST

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Tribune Publishing Company (NASDAQ: TPCO) and affiliates of Alden Global Capital today announced that they have entered into a definitive merger agreement under which Alden will acquire all of the outstanding shares of Tribune common stock not currently owned by Alden for $17.25 per share in cash. Alden currently owns 11,554,306 shares of Tribune common stock, representing 31.6% of the Company's outstanding shares.

The purchase price represents a premium of 45% to the closing price of Tribune common stock on December 11, 2020, the last trading day prior to receiving Alden's proposal, a premium of approximately 35% to the closing price of Tribune common stock on December 30, 2020, the last trading day prior to public disclosure of Alden's proposal, and a 21% increase from Alden's initial offer of $14.25 per share. The definitive agreement was approved by Tribune's Board of Directors following the recommendation by the special committee of Tribune's Board formed to evaluate Alden's proposal and potential alternatives.

Philip G. Franklin, Chairman of the Board and a member of the special committee, said, "Over the past year, the Company has taken a number of actions to adapt to an ever-changing business and industry environment, including the impact of COVID-19. These actions included strengthening the Company's financial position, driving digital growth and investing in high-quality content to better serve customers, employees and communities. This positioning enabled the special committee to negotiate a premium, all-cash price, which the committee concluded was superior to the available alternatives."

Concurrent with the signing of the merger agreement, Alden has signed a non-binding term sheet to sell The Baltimore Sun to Sunlight for All Institute, a public charity formed by Stewart Bainum Jr.

Approvals and Timing

The transaction is expected to close in the second quarter of 2021, subject to, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval of holders of two-thirds of Tribune common stock not owned by Alden, as well as other customary closing conditions.

Upon completion of the transaction, Tribune will become a privately held company, and its common stock will no longer be listed on any public market.

Advisors

Moelis & Company LLC is serving as exclusive financial advisor to Alden Global Capital, and Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor. Lazard is serving as financial advisor to the special committee of the Board of Directors of Tribune, and Davis Polk & Wardwell LLP is serving as the special committee's legal advisor.

Fourth Quarter and Full Year 2020 Earnings

Tribune intends to report its financial results for the fourth quarter and full year 2020 in early March. In light of today's announcement and the pending transaction, the Company will not host a conference call to discuss its financial results.



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