Tribune Publishing Company (NASDAQ:TPCO) today confirmed receipt of a letter dated April 17, 2021, from Stewart Bainum, in which Mr. Bainum communicated that Hansjörg Wyss has informed him that he will no longer provide the level of equity commitment indicated in the revised, non-binding proposal from Newslight, LLC dated April 1, 2021, to acquire all of the outstanding shares of Tribune common stock for $18.50 per share in cash.
In light of Mr. Bainum's April 17 letter, the special committee of Tribune's board of directors, in consultation with its legal and financial advisors, has determined that the Newslight proposal would no longer reasonably be expected to lead to a "Superior Proposal," as defined in Tribune's merger agreement with affiliates of Alden Global Capital LLC ("Alden") (the "Alden Merger Agreement"). As such, Tribune is no longer permitted to engage in discussions and negotiations with, or provide diligence information to, Newslight and its principals in connection with their proposal, and accordingly has terminated such discussions and negotiations with, and access to diligence information for, Newslight and its principals.
The full text of the letter from Mr. Bainum is below:
Special Committee of The Board of Directors
Tribune Publishing Company
160 N. Stetson Avenue
Chicago, IL 60601
Care of Eric Medow, Lazard LLC
Ladies and Gentlemen:
As a follow up to the discussions between our respective advisers on April 16, 2021, I write to provide the Special Committee directly an update on the non-binding proposal by Newslight, LLC ("Newslight") to acquire Tribune Publishing Company ("Tribune"). On April 16,2021, Hansjörg Wyss informed me that he is no longer interested in participating in a potential acquisition of Tribune at the level of equity commitment indicated in Newslight's letter to the Special Committee, dated April 1, 2021. Mr. Wyss further communicated to me that he remains interested in assisting in a potential transaction to make it successful.
I remain committed to pursuing a potential acquisition of Tribune for $18.50 in cash per share, including providing through one or more of my affiliates $100 million of the required equity financing to complete such acquisition. My intention is to continue to have discussions with other potential equity financing sources as permitted under the confidentiality agreements between Tribune and Newslight and Drill Down, LLC, respectively (collectively the "Confidentiality Agreements"), as well as other potential equity financing sources who have contacted me on an unsolicited basis (subject to the Special Committee approving discussions with such other potential equity financing sources in accordance with the Confidentiality Agreements).
My advisers have substantially completed the necessary due diligence of Tribune and there remain only a few issues to be negotiated in the definitive transaction documentation. I remain confident that there is significant interest in joining this effort and expect the necessary arrangements among one or more additional equity financing sources can be completed expeditiously.
If you have any questions, please do not hesitate to contact me or my advisers.
Stewart Bainum, Jr.
On February 16, 2021, Tribune and Alden announced that they had entered into the Alden 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 Alden Merger Agreement remains in full force and effect, and contains certain restrictions on Tribune's ability to engage with Mr. Bainum with respect to the proposed acquisition of Tribune described in his April 17 letter, including because Mr. Bainum has not yet secured the necessary financing for such proposal, nor can there be any assurance that he will be able to do so. The special committee, in consultation with its legal and financial advisors, will carefully consider any further developments in order to determine the course of action that is in the best interest of Tribune and its stockholders, subject to the terms of the Alden Merger Agreement. However, at this time, the Tribune Board continues to recommend, and has not withdrawn, qualified or otherwise modified its recommendation, that stockholders of Tribune vote in favor of the approval of the Alden Merger Agreement.
Tribune stockholders do not need to take any action at this time.
Lazard is serving as financial advisor to the special committee, and Davis Polk & Wardwell LLP is serving as the special committee's legal advisor.
About Tribune Publishing Company
Tribune Publishing Company (NASDAQ: TPCO) is a media company rooted in award-winning journalism. Headquartered in Chicago, Tribune Publishing operates local media businesses in eight markets with titles including the Chicago Tribune, New York Daily News, The Baltimore Sun, Hartford Courant, South Florida's Sun Sentinel and Orlando Sentinel, Virginia's Daily Press and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. In addition to award-winning local media businesses, Tribune Publishing operates Tribune Content Agency and TheDailyMeal.com.
Our brands are committed to informing, inspiring and engaging local communities. We create and distribute content across our media portfolio and offer integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities.