TPCO Tribune Publishing Company

SUMMARY OF PROPOSAL 3—ADJOURNMENT

Adjournment Proposal (Page 89)

Your Board of Directors recommends a vote FOR the proposal to enable the adjournment of the Special Meeting, from time to time, if necessary to continue to solicit votes for the Merger Proposal.

The vote on the Adjournment Proposal relates to the Merger Proposal and, if adopted, will allow the Company, if necessary, from time to time, to adjourn the Special Meeting in order to solicit additional proxies, including if there are not sufficient votes to approve the Merger Proposal in accordance with the requisite stockholder vote.

Notwithstanding the inclusion or approval of the Adjournment Proposal, whether or not a quorum is present at the Special Meeting, the chairperson of the Special Meeting may adjourn the Special Meeting to another place, if applicable, date or time, in accordance with the Company’s Amended and Restated By-Laws (the “By-Laws”), effective as of February 3, 2016.

SUMMARY OF OTHER ITEMS WITH RESPECT TO THE MERGER

Market Price of Common Stock and Dividend Information (Page 91)

The closing price of our common stock on NASDAQ, on February 12, 2021, the last trading day prior to the public announcement of the execution of the Merger Agreement, was $15.95 per share of common stock. If the Merger is completed, you will be entitled to receive $17.25 in cash, without interest, for each share of the common stock owned by you, representing a premium of approximately 45% to the closing price of the Company’s common stock on NASDAQ on December 11, 2020, the last trading day prior to the Board receiving Alden Global Capital’s proposal to acquire the Company, a premium of approximately 35% to the closing price of the Company’s common stock on NASDAQ on December 30, 2020, the last trading day prior to public disclosure of Alden Global Capital’s proposal to acquire the Company, a 21% increase from Alden Global Capital’s initial proposal of $14.25 per share and a premium of approximately 8% to the closing price of the Company’s common stock on NASDAQ on February 12, 2021, the last trading day before the announcement that the Company, Parent and Merger Sub had entered into the Merger Agreement.

On [●], 2021, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for our common stock on NASDAQ was $[●] per share of common stock. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock.

On February 19, 2020, the Board of Directors declared a cash dividend of $0.25 per share of common stock outstanding. The cash dividend totaling $9.1 million was paid on March 16, 2020, to stockholders of record as of March 2, 2020. On May 8, 2020, the Board suspended the Company’s quarterly cash dividend program until further notice given the unprecedented economic disruption caused by COVID-19. Additionally, under the terms of the Merger Agreement, the Company cannot declare, set aside or pay any dividend or make any other distribution in respect of our capital stock or other equity interests, without Parent’s written consent, prior to the termination of the Merger Agreement or the consummation of the Merger.

Appraisal Rights (Page 96)

If the Merger is completed, the Company’s stockholders who do not vote in favor of the adoption of the Merger Agreement are entitled to appraisal rights under Section 262 of the DGCL, but only if they fully comply with all of the applicable legal requirements of Section 262 of the DGCL, which are summarized in this proxy statement in the section entitled “Appraisal Rights” beginning on page 96 and set forth in their entirety in Section 262 of the DGCL (attached to this proxy statement as Annex C). This means that you may be entitled to have the fair value of your shares of our common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the per share Merger Consideration if you follow exactly the procedures set forth in Section 262 of the DGCL. The ultimate amount you may receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the Merger Agreement.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal to the Company prior to receipt of the Company Stockholder Approval (and must not fail to perfect or effectively withdraw your demand or otherwise waive or lose your right to appraisal) and you must not vote (either virtually or by proxy) in favor of the adoption of the Merger Agreement. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you will lose your appraisal rights. The requirements for exercising appraisal rights are further described in the section entitled “Appraisal Rights” beginning on page 96 and the text of the DGCL appraisal rights statute reproduced in its entirety as Annex C to this proxy statement. We encourage you to read these provisions carefully and in their entirety. If you hold your shares of our common stock through a bank, brokerage firm or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee. In view of the complexity of the DGCL relating to appraisal rights, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly. The discussion of appraisal rights in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, a copy of which is attached to this proxy statement as Annex C.

Delisting and Deregistration of Common Stock (Page 100)

If the Merger is completed, our common stock will be delisted from NASDAQ and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of our common stock.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Merger, the Merger Agreement, and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety.

Questions About the Special Meeting

Why did I receive these proxy materials?

We intend to file a proxy statement and white proxy card with the SEC in connection with the solicitation by the Board of Tribune, a Delaware corporation, of proxies to be voted at the Special Meeting and at any adjournment or postponement of the Special Meeting. In accordance with rules of the SEC, we will send a Notice of Internet Availability of Proxy Materials on or about [●], 2021, and provide access to our proxy materials over the Internet beginning on or before that date, to the holders of record and beneficial owners of our common stock as of the close of business on [●], 2021, which the Board has set as the Record Date.

THE COMPANY’S STOCKHOLDERS ARE ENCOURAGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders may obtain this proxy statement, any amendments or supplements

to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at www.sec.gov.

You are invited to attend our Special Meeting on [●], 2021, beginning at [●] Central Time. The Special Meeting will be held in a virtual-only format at www.virtualshareholdermeeting.com/TPCO2021.

What information is included in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Special Meeting, the voting process and other information.

Who is entitled to vote?

Holders of our common stock at the close of business on the Record Date are entitled to receive the Notice of Special Meeting of Stockholders (the “Notice”) and vote at the Special Meeting. As of the Record Date, there were [●] shares of our common stock outstanding and entitled to vote.

How many votes do I have?

Each share of our common stock is entitled to one vote on each matter properly brought before the Special Meeting. For example, if you own 30 shares of common stock, you are entitled to 30 votes on each matter at the Special Meeting. Stockholders do not have cumulative voting rights.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (the “Transfer Agent”), you are considered, with respect to those shares, the “stockholder of record.” As a stockholder of record, you may vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, we urge you to vote over the Internet, by telephone or by filling out and returning a proxy card to ensure your vote is counted.

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of such shares. In this case, the Notice, proxy statement, Annual Report to Stockholders (including our Form 10-K for the year ended December 27, 2020 (the “Annual Report”)), and applicable voting instruction form should have been forwarded to you by your broker, bank, or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record on how to vote your shares by using the voting instruction form provided by your broker, bank, or other holder of record.

What am I voting on?

We are asking you to vote on the following matters in connection with the Special Meeting:

We will also consider any other business properly presented at the Special Meeting and any adjournment or postponement of the Special Meeting.

How do I vote?

You can vote using any one of the methods described below.

The Company is incorporated under Delaware law, which specifically permits electronically transmitted proxies, provided that each such proxy contains or is submitted with information from which the inspector of election can determine that such proxy was authorized by the stockholder. The electronic voting procedures provided for the Special Meeting are designed to authenticate each stockholder by use of a control number to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

How many copies of the proxy materials should I have received?

If you received more than one proxy card or voting instruction form, your shares are registered in more than one name or are registered in different accounts. In order to vote all of the shares you own, please sign and return all proxy cards or voting instruction forms, or vote each proxy card or voting instruction form by telephone or by Internet to ensure that all of your shares are voted.

What can I do if I change my mind after I vote?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

If you are a beneficial owner, you may be able to submit new voting instructions by contacting your broker, bank, or other holder of record. You may also vote online at the Special Meeting if you obtain a legal proxy, as previously described.

Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you vote online at the Special Meeting. All shares for which proxies have been properly completed and submitted and not revoked will be voted at the Special Meeting.

Is there a list of stockholders entitled to vote at the Special Meeting?

A list of the names of our stockholders of record entitled to vote at the Special Meeting will be available for ten days prior to the Special Meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m. local time at our principal executive offices at 560 W. Grand Avenue, Chicago, Illinois 60654. The list will also be available during the entire time of the Special Meeting on the virtual Special Meeting website.

What constitutes a quorum at the Special Meeting?

The holders of a majority of the outstanding shares entitled to vote at the Special Meeting, present virtually or represented by proxy at the Special Meeting, are necessary to constitute a quorum to transact business. Abstentions are counted as virtually present and entitled to vote for purposes of determining a quorum. Shares held of record by a bank, broker or other holder of record will not be counted for purposes of determining the presence of a quorum unless the broker, banker or other holder of record has been instructed to vote on at least one of the proposals presented in this proxy statement.

What vote is necessary for action to be taken on proposals?

Shares represented by a valid proxy will be voted at the Special Meeting and, when instructions are given by the stockholder, will be voted in accordance with those instructions. If you are a stockholder of record and you return your proxy card but do not indicate your voting preferences, the persons named on the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors. If you are a beneficial owner and you return your signed voting instruction form but do not indicate your voting preferences, please see “What are ‘broker non-votes’ and how do they affect the proposals?” regarding whether your broker, bank, or other holder of record may vote your uninstructed shares on a particular proposal.

Approval of the Merger Proposal requires the affirmative vote of (i) at least two-thirds of the shares of our common stock (other than shares “owned” by Parent or Merger Sub and their “affiliates” and “associates” (as each such term is defined in Section 203 of the DGCL)) outstanding and (ii) a majority in voting power of the outstanding shares of common stock entitled to vote on such matter. With respect to the Merger Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have the same effect as a vote “AGAINST” approval of the Merger Proposal.

Approval of the Merger Compensation Proposal requires the affirmative vote of at least a majority of the outstanding shares of common stock present virtually or represented by proxy at the Special Meeting. With respect to the Merger Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as a vote “AGAINST” approval of the Merger Compensation Proposal. Broker non-votes will not have an effect on the Merger Compensation Proposal.

Approval of the Adjournment Proposal also requires the affirmative vote of at least a majority of the outstanding shares of common stock present virtually or represented by proxy at the Special Meeting. With respect to the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you abstain from voting on the Adjournment Proposal, the abstention will have the same effect as a vote “AGAINST” the Adjournment Proposal. Broker non-votes will not have an effect on the Adjournment Proposal.

What are “broker non-votes” and how do they affect the proposals?

A “broker non-vote” with respect to a particular proposal is a share held by a broker, bank, or other holder of record that is present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other holder of record is not instructed by the beneficial owner of such share how to vote on a such proposal and the broker, bank or other holder of record does not have discretionary voting power for that particular proposal.

If you are a beneficial owner and you do not give instructions to your broker, bank, or other holder of record, such holder of record will be entitled to vote the shares with respect to “discretionary” items but will not be permitted to vote the shares with respect to items for which it does not have discretionary voting power (those shares are treated as “broker non-votes”). Because brokers, banks and other holders of record do not have discretionary voting authority with respect to any of the Merger Proposal, the Merger Compensation Proposal or the Adjournment Proposal, if you are a beneficial owner and do not give voting instructions to the broker, bank, or other holder of record with respect to one or more of such proposals, then your shares will not be present or represented by proxy at the Special Meeting. If you do not instruct your broker, bank or other holder of record to vote your shares, your shares will not be voted and the effect will be the same as a vote “AGAINST” approval of the Merger Proposal. However, a failure to instruct your broker, bank or other record holder to vote on the Adjournment Proposal, or, assuming a quorum is present, the Merger Compensation Proposal, will have no effect on the outcome of such proposals.

Who counts the votes?

Broadridge Financial Solutions, Inc. will count all votes and serve as the inspector of election. The inspector of election will separately count affirmative and negative votes, abstentions and broker non-votes.

Who will pay for the cost of this proxy solicitation?

We will bear the cost of soliciting proxies. Proxies may be solicited on our behalf by the Company’s directors, officers, or employees in person or by telephone, electronic transmission, and facsimile transmission. No additional compensation will be paid to directors, officers, or other employees for soliciting proxies. We furnish copies of solicitation materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive an electronic copy or printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request an electronic copy or printed copy may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of the Special Meeting.

When will Tribune announce the results of the voting?

We will report the voting results in a Current Report on Form 8-K filed within four business days after the end of the Special Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available. The Current Report on Form 8-K, and any amendments, will be available at www.sec.gov and on our website at investor.tribpub.com.

What are the requirements for admission to the Special Meeting?

You are entitled to attend the Special Meeting if you were a Company stockholder as of the Record Date or you hold a valid proxy from such a Company stockholder for the Special Meeting. As the Special Meeting is virtual-only, stockholders of record as of the Record Date, and persons holding valid proxies from stockholders of record, are entitled to participate in and submit questions in writing during the Special Meeting by visiting www.virtualshareholdermeeting.com/TPCO2021. To participate in the online Special Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Online check-in will begin at [●] Central Time. Please allow ample time for the online check-in procedures.

Why is the Special Meeting being held online?

We believe that moving to a virtual-only Special Meeting not only addresses current public health and travel safety concerns relating to the novel coronavirus (COVID-19), but also facilitates greater participation by providing easy access to the meeting and allowing stockholders to participate from any location around the world. All of our stockholders will now be able to participate in the Special Meeting online without prohibitive cost or inconvenience. All stockholders of record can submit questions in writing by visiting www.virtualshareholdermeeting.com/TPCO2021.

Questions About the Merger

What is the proposed Merger and what effects will it have on the Company?

The proposed Merger is the acquisition of the Company by Parent, through Merger Sub, pursuant to the terms and subject to the conditions of the Merger Agreement. If the Merger Proposal is approved by our stockholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company being the surviving corporation. As a result of the Merger, the Company will become a wholly owned subsidiary of Parent and will no longer be a publicly held corporation, and you will no longer be a holder of our common stock, and will no longer have any interest in our future earnings or growth. In addition, following the Merger, our common stock will be delisted from NASDAQ and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of our common stock.

What will I receive if the Merger is completed?

In connection with the Merger, each outstanding share of our common stock (other than shares held by Alden, certain other excluded shares and dissenting shares) will automatically be converted into the right to receive an amount in cash equal to $17.25, without interest.

How does the per share Merger Consideration compare to the market price of our common stock prior to announcement of the Merger?

The per share Merger Consideration of $17.25 per share of common stock represents a premium of 45% to the closing price of the Company’s common stock on NASDAQ on December 11, 2020, the last trading day prior to the Board receiving Alden Global Capital’s proposal to acquire the Company, a premium of approximately 35% to the closing price of the Company’s common stock on NASDAQ on December 30, 2020, the last trading day prior to public disclosure of Alden Global Capital’s proposal to acquire the Company, a 21% increase from Alden Global Capital’s initial proposal of $14.25 per share and a premium of approximately 8% to the closing price of the Company’s common stock on NASDAQ on February 12, 2021, the last trading day before the announcement that the Company, Parent and Merger Sub had entered into the Merger Agreement.

When do you expect the Merger to be completed?

We are working towards completing the Merger as soon as possible. Assuming timely receipt of required regulatory approvals and the satisfaction or waiver of other closing conditions, including approval by our stockholders of the Merger Proposal, we anticipate that the Merger will be completed in the second quarter of 2021.

What happens if the Merger is not completed?

If the Merger Proposal is not approved by the stockholders of the Company or if the Merger is not completed for any other reason, the stockholders of the Company will not receive any payment for their shares in connection with the Merger. Instead, the Company will remain an independent public company and our common stock will continue to be listed and traded on NASDAQ.

Additionally, if the Merger is not completed, the Merger Agreement will be terminated. Depending on the circumstances surrounding the termination, it is possible that the Company will be required to pay Parent a Termination Fee of $20,000,000, or that Parent will be required to pay the Company a Liquidated Damages Amount of $50,000,000.

What conditions must be satisfied to complete the Merger?

There are several conditions which must be satisfied (or, where permissible, waived) to complete the Merger, including obtaining the Company Stockholder Approval, obtaining regulatory approval, no governmental entity having instituted any order or restraint to prohibit the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, there having been no Company material adverse effect (as defined in the section “The Merger Agreement—Representations and Warranties” beginning on page 70) and the accuracy of certain representations and warranties and compliance with covenants contained in the Merger Agreement. However, the condition that the Company Stockholder Approval be obtained is not waivable by any party to the Merger Agreement. You should read “The Merger Agreement—Conditions to the Merger” beginning on page 83 for a more detailed discussion of the conditions that must be satisfied to complete the Merger.

Is the Merger expected to be taxable to me?

Yes. The exchange of shares of our common stock for the per share Merger Consideration pursuant to the Merger will generally be a taxable transaction to U.S. holders (as defined under the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 65) for U.S. federal income tax purposes. If you are a U.S. holder, in connection with the Merger, you will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to your shares of our common stock and your adjusted tax basis in such shares. We encourage you to read the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 65 for a more detailed discussion of the U.S. federal income tax consequences of the Merger. You should also consult your tax advisor regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the Merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). If you are not a U.S. holder, the Merger will generally not result in tax to you under U.S. federal income tax laws unless you have certain connections to the United States, and the Company encourages you to seek tax advice regarding such matters.

What vote is required for the Company’s stockholders to approve the Merger Proposal?

Approval of the Merger Proposal requires the affirmative vote of (i) at least two-thirds of the shares of our common stock (other than shares “owned” by Parent or Merger Sub and their “affiliates” and “associates” (as each such term is defined in Section 203 of the DGCL)) outstanding and (ii) a majority in voting power of the outstanding shares of common stock entitled to vote on such matter. With respect to the Merger Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have the same effect as a vote “AGAINST” approval of the Merger Proposal.

Because the affirmative vote required to approve the Merger Proposal is based upon the total number of the shares of our common stock (other than shares held by Alden Parties and certain other excluded shares) outstanding and entitled to vote on the Merger Proposal, if you fail to submit a proxy or vote virtually at the Special Meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the same effect as a vote “AGAINST” approval of the Merger Proposal. If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee and you do not instruct the nominee how to vote your shares, the failure to instruct your nominee will have the same effect as a vote “AGAINST” the Merger Proposal.

Additionally, as of the Record Date, members of the Purchaser Group beneficially owned and had the right to vote 11,554,306 shares of common stock in the aggregate, which represents approximately 31.6% of the Company’s common stock entitled to vote at the Special Meeting. Pursuant to the Merger Agreement, Parent agreed to vote or cause to be voted all of its, its subsidiaries and its affiliates shares of the Company’s common stock in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, so long as the Board has not changed or adversely modified its recommendation in favor of the Merger Agreement. Accordingly, members of the Purchaser Group have informed the Company that they currently intend to vote all shares of common stock held by such members “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger?

Under SEC rules, we are required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger, commonly referred to as “golden parachute” compensation.

What will happen if the Company’s stockholders do not approve the Merger Compensation Proposal?

Approval of the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger is not a condition to completion of the Merger. The vote is an advisory vote and will not be binding on the Company or the surviving corporation in the Merger. Because the Merger-related compensation to be paid to the named executive officers in connection with the Merger is based on contractual arrangements with the named executive officers, such compensation may be payable, regardless of the outcome of this advisory vote, if the Merger Agreement is adopted (subject only to the contractual obligations applicable thereto).

What vote of our stockholders is required to approve the Merger Compensation Proposal?

Approval of the Merger Compensation Proposal requires the affirmative vote of at least a majority of the outstanding shares of common stock present virtually or represented by proxy at the Special Meeting. The Merger Compensation Proposal is an advisory vote and the results will not be binding on the Board or the Company. With respect to the Merger Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as a vote “AGAINST” approval of the Merger Compensation Proposal. Broker non-votes will not have an effect on the Merger Compensation Proposal.

Because the affirmative vote required to approve the Merger Compensation Proposal is based upon the total number of the shares of our common stock present virtually or represented by proxy at the Special Meeting, if you abstain this will have the same effect as a vote “AGAINST” approval of the Merger Compensation Proposal. If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee and you do not instruct the nominee how to vote your shares, the failure to instruct your nominee will have no effect on the Merger Compensation Proposal.

What vote of our stockholders is required to approve the Adjournment Proposal?

Approval of the Adjournment Proposal also requires the affirmative vote of at least a majority of the outstanding shares of common stock present virtually or represented by proxy at the Special Meeting. With respect to the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you abstain from voting on the Adjournment Proposal, the abstention will have the same effect as a vote “AGAINST” the Adjournment Proposal. Broker non-votes will not have an effect on the Adjournment Proposal.

Because the affirmative vote required to approve the Adjournment Proposal is based upon the total number of the shares of our common stock present virtually or represented by proxy at the Special Meeting, or if you abstain this will have the same effect as a vote “AGAINST” approval of the Adjournment Proposal. If you do not provide your bank, brokerage firm or other nominee with instructions or your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee and you do not instruct the nominee how to vote your shares, the failure to instruct your nominee will have no effect on the Adjournment Proposal.

Do any of the Company’s directors or officers have interests in the Merger that may differ from or be in addition to my interests as a stockholder?

In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers may have certain interests in the Merger that may be different from, or in addition to, the interests of our stockholders generally. The Board and the Special Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of the Company. See the sections entitled “The Merger—Interests of Certain Persons in the Merger” beginning on page 64 and “Proposal 2—Merger Compensation Proposal” beginning on page 89.

Should I send in my stock certificates now?

No. If the Merger Proposal is approved, you will be sent a letter of transmittal promptly, and in any event within three business days, after the completion of the Merger, describing how you may exchange your shares of our common stock for the per share Merger Consideration. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee for instructions as to how to effect the surrender of your “street name” shares of our common stock in exchange for the per share Merger Consideration. Please do NOT return your stock certificate(s) with your proxy.

Am I entitled to exercise appraisal rights under the DGCL instead of receiving the per share Merger Consideration for my shares of our common stock?

Stockholders who do not vote in favor of the adoption of the Merger Agreement are entitled to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger if they take certain actions and meet certain conditions. For additional information, see “Appraisal Rights” beginning on page 96. For the full text of Section 262 of the DGCL, please see Annex C of this proxy statement. Because of the complexity of the DGCL relating to appraisal rights, if you wish to exercise your appraisal rights, we encourage you to seek the advice of legal counsel.

Who can help answer any other questions I might have?

If you have more questions about the Merger, the Special Meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact MacKenzie Partners, our proxy solicitor, by calling toll-free at 800-322-2885 or collect at 212-929-5500, or via email at proxy@mackenziepartners.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the other documents referenced herein, including, without limitation, statements relating to the Merger, may constitute “forward-looking statements.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Merger and the anticipated benefits thereof. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” or other similar expressions may identify such forward-looking statements.

These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those discussed in forward-looking statements, including, as a result of factors, risks and uncertainties over which we have no control. The inclusion of such statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include, but are not limited to, the following: (i) conditions to the completion of the Merger, including stockholder approval of the Merger Proposal, may not be satisfied or the regulatory approvals required for the Merger may not be obtained, in each case, on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement between the parties to the Merger or affect the ability of the parties to recognize the benefits of the Merger; (iii) the effect of COVID-19 and related governmental and economic responses; (iv) the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results and business generally; (v) risks that the Merger disrupts the Company’s current plans and operations and potential difficulties in the Company’s employee retention as a result of the Merger; (vi) risks related to diverting management’s attention from the Company’s ongoing business operations; (vii) potential litigation that may be instituted against the Company or its directors or officers related to the Merger or the Merger Agreement between the parties to the Merger and any adverse outcome of any such potential litigation; (viii) the amount of the costs, fees, expenses and other charges related to the Merger, including in the event of any unexpected delays; (ix) any adverse effects on the Company by other general industry, economic, business and/or competitive factors; (x) other risks to consummation of the Merger, including the risk that the Merger will not be consummated within the expected time period, or at all, which may affect the Company’s business and the price of the common stock; and (xi) such other factors as are set forth in the Company’s periodic public filings with the SEC, including, but not limited to, those described under the headings “Risk Factors” and

“Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2020 and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. The consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s financial condition, results of operations, credit rating or liquidity.

Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting, which will be held virtually, without a physical meeting location, on [●], 2021 at [●] Central Time.

At the Special Meeting, holders of our common stock will be asked to approve each of the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal.

Purpose of the Special Meeting

At the Special Meeting, holders of our common stock will be asked to consider and vote on the following:

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE ABOVE PROPOSALS.

The Company’s stockholders must approve the Merger Proposal in order for the Merger to occur. If the Company’s stockholders fail to approve the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

The vote on each of the Merger Compensation Proposal and the Adjournment Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, a stockholder may vote to approve the Merger Proposal and vote not to adopt the Merger Compensation Proposal, and vice versa. Because the vote on the Merger Compensation Proposal is advisory in nature only, it will not be binding on the Company, Parent or the surviving corporation in the Merger. Accordingly, if the Merger Agreement is adopted by the Company’s stockholders and the Merger is completed, the Merger-related compensation may be paid to the Company’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the stockholders do not approve the Merger Compensation Proposal.

The vote on the Adjournment Proposal relates to the Merger Proposal and, if adopted, will allow the Company, if necessary, to adjourn the Special Meeting from time to time in order to solicit additional proxies, including if there are not sufficient votes to approve the Merger Proposal in accordance with the requisite Company Stockholder Approval.

Record Date and Quorum

The Board has fixed the close of business on [●], 2021 as the Record Date for the determination of stockholders entitled to receive notice of, and to vote virtually at, the Special Meeting, and any adjournments or postponements thereof. Only holders of record of our common stock as of the Record Date are entitled to receive notice of, and to vote (virtually or by proxy) at, the Special Meeting and at any adjournment or postponement thereof.

As of the Record Date, there were [●] shares of common stock outstanding. Each holder of our common stock is entitled to cast one vote per such share on each matter properly brought before the Special Meeting for each share of our common stock that such holder owned as of the Record Date.

Under the By-Laws, the presence at the Special Meeting, virtually or represented by proxy, of the holders of a majority of the shares of the common stock issued and outstanding and entitled to vote at the Special Meeting, constitutes a quorum for the transaction of business at the Special Meeting. Once a share of common stock is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting. Shares of our common stock represented at the Special Meeting but not voted, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Shares held of record by a bank, broker or other holder of record will not be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum unless the broker, banker or other holder of record has been instructed to vote on at least one of the proposals presented in this proxy statement. Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the Special Meeting unless a majority of the shares of our common stock issued and outstanding and entitled to vote is represented, it is important that you attend the Special Meeting virtually or are represented by proxy at the Special Meeting.

In the event that a quorum is not present at the Special Meeting, we expect to adjourn or postpone the Special Meeting until we solicit enough proxies to obtain a quorum. The Company may also adjourn or postpone the Special Meeting with Parent’s reasonable consent, or to the extent reasonably necessary (i) to ensure that any legally required supplement or amendment to this proxy statement is provided to the holders of shares of common stock within a reasonable amount of time in advance of the Special Meeting, (ii) to allow reasonable additional time to solicit additional proxies necessary to obtain the Company Stockholder Approval, (iii) to ensure that there are sufficient shares of common stock represented (either virtually or by proxy) and voting to constitute a quorum necessary to conduct the business of the Special Meeting or (iv) otherwise where required to comply with applicable law (including fiduciary duties).

Attendance

Only stockholders who owned shares as of the Record Date, or their duly appointed proxies, and our guests may virtually attend the Special Meeting. To enter the meeting, you will need your assigned 16-digit control number. The 16-digit control number will be included in the Notice, or on your proxy card, voting instruction form or other applicable proxy notices. If you hold your shares in “street name” through a bank, brokerage firm or other nominee, your assigned 16-digit control number should be included with your voting instructions received from your bank, brokerage firm or other nominee. If your bank, brokerage firm or other nominee has not provided you with your assigned 16-digit control number, please contact them for instructions on how to attend the virtual Special Meeting.

Vote Required

The vote required depends on each proposal.

of our common stock are held in “street name” by your bank, brokerage firm or other nominee and you do not instruct the nominee how to vote your shares, the failure to instruct your nominee will have the same effect as a vote “AGAINST” the Merger Proposal.

If your shares of our common stock are registered directly in your name with our Transfer Agent, you are considered, with respect to those shares of our common stock, the stockholder of record. This proxy statement and proxy card have been sent directly to you by the Company. As the stockholder of record, you have the right to vote virtually at the Special Meeting or to grant your voting rights directly to the Company or to a third party by a proxy duly executed or transmitted in a manner in accordance with applicable law.

If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers generally have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal, and, as a result, absent specific instructions from the beneficial owner of such shares of our common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of our common stock on those non-routine matters.

Proxies and Revocation

You can vote using any one of the methods described below.

The Company is incorporated under Delaware law, which specifically permits electronically transmitted proxies, provided that each such proxy contains or is submitted with information from which the inspector of election can determine that such proxy was authorized by the stockholder. The electronic voting procedures provided for the Special Meeting are designed to authenticate each stockholder by use of a control number to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

You have the right to revoke a proxy. If you are a stockholder of record, you can revoke your proxy before it is exercised by:

If you are a beneficial owner, you may be able to submit new voting instructions by contacting your broker, bank, or other holder of record. You may also vote online at the Special Meeting if you obtain a legal proxy, as previously described.

Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you vote online at the Special Meeting. All shares for which proxies have been properly completed and submitted and not revoked will be voted at the Special Meeting.

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned or postponed. Any meeting of stockholders may be adjourned, by the chairperson of the meeting or by the vote of a majority of the shares of stock present virtually or represented by proxy, to reconvene at the same or some other place, provided that the Merger Agreement includes certain limitations on the Company’s ability to postpone or adjourn the Special Meeting. Under the Merger Agreement, the Company may only postpone or adjourn the Special Meeting to a later date (i) with Parent’s reasonable consent or (ii) to the extent reasonably necessary, (x) to ensure that any legally required supplement or amendment to this proxy statement is provided to the holders of shares of common stock within a reasonable amount of time in advance of the Special Meeting, (ii) to allow reasonable additional time to solicit

additional proxies necessary to obtain the Company Stockholder Approval, (iii) to ensure that there are sufficient shares of common stock represented (either virtually or by proxy) and voting to constitute a quorum necessary to conduct the business of the Special Meeting or (iv) otherwise where required to comply with applicable law (including fiduciary duties).

If the Special Meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the Special Meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the Board fixes a new record date for the Special Meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Anticipated Date of Completion of the Merger

We are working towards completing the Merger as soon as possible. Assuming timely receipt of required regulatory approvals and the satisfaction or waiver of other closing conditions, including obtaining the Company Stockholder Approval, we anticipate that the Merger will be completed in the second quarter of 2021. If our stockholders vote to approve the Merger Proposal, the Merger will become effective as promptly as practicable following the satisfaction or waiver of the other conditions to the Merger, subject to the terms of the Merger Agreement. See “The Merger Agreement—Closing and Effective Time of the Merger” beginning on page 63.

Rights of Stockholders Who Seek Appraisal

If the Merger is completed, the Company’s stockholders who do not vote in favor of the adoption of the Merger Agreement are entitled to appraisal rights under Section 262 of the DGCL, but only if they fully comply with all of the applicable legal requirements of Section 262 of the DGCL, which are summarized in this proxy statement in the section entitled “Appraisal Rights” beginning on page 96 and set forth in their entirety in Section 262 of the DGCL (attached to this proxy statement as Annex C). This means that you may be entitled to have the fair value of your shares of our common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the per share Merger Consideration if you follow exactly the procedures set forth in Section 262 of the DGCL. The ultimate amount you may receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the Merger Agreement.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal to the Company prior to the Company Stockholder Approval (and must not fail to perfect or effectively withdraw your demand or otherwise waive or lose your right to appraisal) and you must not vote (either virtually or by proxy) in favor of the adoption of the Merger Agreement. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you will lose your appraisal rights. The requirements for exercising appraisal rights are further described in the section entitled “Appraisal Rights” beginning on page 96 and the text of the DGCL appraisal rights statute reproduced in its entirety as Annex C to this proxy statement. We encourage you to read these provisions carefully and in their entirety. If you hold your shares of our common stock through a bank, brokerage firm or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee. In view of the complexity of the law pertaining to appraisal rights under the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly. The discussion of appraisal rights in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, a copy of which is attached to this proxy statement as Annex C.

Solicitation of Proxies; Payment of Solicitation Expenses

We will bear the costs of solicitation of proxies for the Special Meeting. In addition to solicitation by mail, directors, officers and our regular employees may solicit proxies from stockholders by telephone, personal interview or otherwise. These directors, officers and employees will not receive additional compensation, but may be reimbursed for out-of-pocket expenses in connection with this solicitation. In addition to solicitation by our directors, officers and employees, we have engaged MacKenzie Partners to assist in the solicitation of proxies and provide related advice and informational support, for a fee of $[●] and telephone charges. The Company has agreed to reimburse MacKenzie Partners for certain out-of-pocket fees and expenses and will also indemnify MacKenzie Partners, its

subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses. The Company may advance monies to MacKenzie Partners to pay on the Company’s behalf charges rendered by banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our common stock.

Questions and Additional Information

If you have more questions about the Merger, the Special Meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact MacKenzie Partners, our proxy solicitor, by calling toll-free at 800-322-2885 or collect at 212-929-5500 or via email at proxy@mackenziepartners.com.

PROPOSAL 1

PROPOSAL 1—MERGER PROPOSAL

Your Board of Directors recommends a vote FOR the adoption of the Merger Agreement and the transactions contemplated thereby.

Parties to the Merger

The Company

Tribune Publishing Company

560 W. Grand Avenue

Chicago, Illinois 60654

Telephone: (312) 222-9100

Tribune, formed as a Delaware corporation on November 21, 2013, is a media company rooted in award-winning journalism. Headquartered in Chicago, Illinois, Tribune 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, Orlando Sentinel, Virginia’s Daily Press and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. Tribune also operates the Tribune Content Agency. Tribune’s major daily newspapers have served their respective communities with local, regional, national and international news and information for more than 150 years. The Hartford Courant is the nation’s oldest continuously published newspaper and celebrated its 256th anniversary in October 2020.

Tribune’s unique and valuable content across its brands have earned a combined 65 Pulitzer Prizes and are committed to informing, inspiring and engaging local communities. Tribune’s brands create and distribute content across our media portfolio, offering integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities.

Parent

Tribune Enterprises, LLC

c/o Alden Global Capital LLC

777 South Flagler Drive

West Tower, Suite 800

West Palm Beach, FL 33401

Telephone: (212) 888-5500

Parent is a Delaware limited liability company formed by the Alden Funds on February 11, 2021, solely for the purpose of entering into the Merger Agreement and consummating the transactions contemplated by the Merger Agreement, including the Merger. Parent has not carried on any activities on or prior to the date of this proxy statement other than those related to its formation and as contemplated by or related to the Merger.

Merger Sub

Tribune Merger Sub, Inc.

c/o Alden Global Capital LLC

777 South Flagler Drive

West Tower, Suite 800

West Palm Beach, FL 33401

Telephone: (212) 888-5500

Merger Sub, a Delaware corporation and wholly owned subsidiary of Parent, was formed by Parent on February 11, 2021, solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated thereby. Merger Sub has not carried on any activities on or prior to the date of this proxy statement other than those related to its formation and as contemplated by or related to the Merger Agreement. Upon consummation of the

Merger, Merger Sub will merge with and into the Company, the separate corporate existence of the Merger Sub will cease and the Company will continue as the surviving corporation and as a wholly owned subsidiary of Parent.

SPECIAL FACTORS

This section of the proxy statement describes certain material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated herein by reference, including the full text of the Merger Agreement, for a more complete understanding of the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement. In addition, important business and financial information about the Company is included in or incorporated into this proxy statement by reference. See “Where You Can Find More Information” beginning on page 101.

Overview of Special Factors

The Merger is a “going-private” transaction under SEC rules and the Exchange Act. Accordingly, Rule 13e-3 and related rules under the Exchange Act require that the Company and Alden make certain disclosures regarding the Merger. This “Special Factors” section contains various information that you should read carefully. For example, the section entitled “—Plans for the Company After the Merger” explains the plans for the surviving entity after the completion of the Merger. The section entitled “—Purposes and Reasons of the Purchaser Group for the Merger” explains, among other things, Parent’s purposes for the Merger. The sections entitled “The Merger—Reasons for the Merger; Recommendation of the Company’s Special Committee and the Board” and “Special Factors—Position of the Purchaser Group as to the Fairness of the Merger” respectively explain why the Board, on the one hand, and the Purchaser Group, on the other hand, believe the Merger is fair and reasonable to, and in the best interests of, the Company and the Company’s unaffiliated stockholders. You are encouraged to carefully read this “Special Factors” section and this entire proxy statement, along with the documents incorporated herein by reference.

Purposes and Reasons of the Purchaser Group for the Merger

Under the SEC rules governing “going-private” transactions, each member of the Purchaser Group may be deemed to be an affiliate of the Company and, therefore, is required to express its purposes and reasons for the Merger to the Company’s unaffiliated stockholders, as defined in Rule 13e-3 under the Exchange Act. The members of the Purchaser Group are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

If the Merger is completed, the Company will become a wholly owned subsidiary of Parent, and the shares of the Company’s common stock will cease to be publicly traded. For the Purchaser Group, the purpose of the Merger is to enable Parent to acquire control of the Company, in a transaction in which all stockholders of the Company (including the unaffiliated stockholders of the Company) will be cashed out for $17.25 per share in cash, without interest, less any applicable withholding taxes. After the Merger, the Company’s common stock will no longer be publicly traded and Parent will solely bear the risks, and be entitled to the benefits, of ownership of the Company. Upon consummation of the Merger, the unaffiliated stockholders will immediately realize the value of their investment in the Company through their receipt of the Merger Consideration of $17.25 per share in cash (without interest), representing a premium of approximately 45% to the closing price of the Company’s common stock on NASDAQ on December 11, 2020, the last trading day prior to the Board receiving Alden Global Capital’s proposal to acquire the Company, a premium of approximately 35% to the closing price of the Company’s common stock on NASDAQ on December 30, 2020, the last trading day prior to public disclosure of Alden Global Capital’s proposal to acquire the Company, a 21% increase from Alden’s initial proposal of $14.25 per share and a premium of approximately 8% to the closing price of the Company’s common stock on NASDAQ on February 12, 2021, the last trading day before the announcement that the Company, Parent and Merger Sub had entered into the Merger Agreement.

Based on its industry experience, the Purchaser Group believes that it will be difficult for the Company to address its operational and strategic issues as a public company, and that the acquisition of the Company by Parent presents the best path forward for the Company’s stockholders, employees, business partners and customers. If the Merger is completed, the Purchaser Group believes that the Company will be better positioned to navigate the current economic environment.

If the Merger is completed, the Company will become a wholly owned subsidiary of Parent, and the shares of the Company’s common stock will cease to be publicly traded. The Purchaser Group believes that structuring the transaction in such manner is preferable to other alternative transaction structures because (i) it will enable Parent to directly acquire all of the outstanding shares of the Company’s common stock at the same time, (ii) it will allow the Company to cease to be a publicly registered and reporting company, and (iii) it represents an opportunity for the Company’s unaffiliated stockholders to immediately realize the value of their investment in the Company and pursue other investment opportunities. Although the Purchaser Group believes that there will be improvements associated with their investment in the Company, the Purchaser Group also realizes that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Company) and that such opportunities may not ever be fully realized. Additionally, the Purchaser Group believes that the transaction structure will also provide a prompt and orderly transfer of ownership of the Company in a single step, without the necessity of financing separate purchases of the Company’s common stock in a tender offer and implementing a second-step Merger to acquire any shares of common stock not tendered in any such tender offer, and without incurring any additional transaction costs associated with such activities.

For these reasons, the Purchaser Group believes that private ownership is in the best interests of the Company and that the Merger is in the best interests of the Company’s unaffiliated stockholders.

Voting by Purchaser Group

At the close of business on the record date for the special meeting, members of the Purchaser Group beneficially owned and had the right to vote 11,554,306 shares of common stock in the aggregate, which represents approximately 31.6% of the Company’s common stock entitled to vote at the Special Meeting.

Members of the Purchaser Group have informed the Company that they currently intend to vote all shares of common stock held by such members “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

Plans for the Company After the Merger

After the Effective Time, the Company will become a wholly owned subsidiary of Parent. In connection the consummation of the Merger, the Company’s common stock will be delisted from NASDAQ and deregistered under Section 12 of the Exchange Act. As a result, the Company will no longer file reports with the SEC. It is estimated that the Company could save approximately $5.5 million per year as a result of no longer being a public company. Any cost saving realized by the Company as a result of no longer being subject to the reporting requirements of the U.S. federal securities laws will be realized solely by the surviving corporation and, indirectly as a sole stockholder of the surviving corporation, Parent, which is owned by the Alden Funds and Turnpike.

Additionally, in connection with the consummation of the Merger, it is expected, on the terms and conditions substantially as set forth in the Sun Non-Binding Term Sheet, that The Sun will be sold to Charity, a public charity formed by Mr. Bainum for $65 million, on a cash-free, debt-free basis and subject to a normalized level of working capital. The sale of The Sun to Charity is neither guaranteed nor material to the Merger and the consummation of the Merger is not conditioned or dependent upon the parties to the Sun Non-Binding Term Sheet completing the transaction contemplated thereby.

The Purchaser Group beneficially owns approximately 31.6% of the issued and outstanding shares of common stock of the Company. Following consummation of the Merger, the Purchaser Group will own 100% of the issued and outstanding shares of common stock of the Company and will have a corresponding interest in the Company’s net book value and net earnings or losses. The Company’s net book value, or total stockholders’ equity, was $301,402,000 as of December 27, 2020 and the net income (loss) attributable to the Company’s common stockholders for the fiscal year ended December 27, 2020 was approximately $(39,012,000).

The Purchaser Group’s beneficial interest in the Company’s net book value as of December 27, 2020 was approximately $95,243,032, equal to 31.6% of the Company’s net book value. If the Merger is completed, the Purchaser Group’s beneficial interest in the net book value of the Company will increase to $301,402,000, equal to 100% of the Company’s net book value (based on the Company’s net book value as of December 27, 2020).

The Purchaser Group’s beneficial interest in the Company’s net income (loss) attributable to the Company’s common stockholders for the fiscal year ended December 27, 2020 was $(12,327,792), equal to 31.6% of the

Company’s net income (loss) attributable to the Company’s common stockholders. If the Merger is completed, the Purchaser Group’s beneficial interest in the Company’ net income (loss) attributable to the Company’s common stockholders will increase to $(39,012,000), equal to 100% of the Company’s net income (loss) attributable to the Company’s common stockholders (based upon the Company’s net income (loss) attributable to the Company’s common stockholders for the fiscal year ended December 27, 2020).

The Company has no significant net operating loss (“NOL”) carryforwards that will benefit the Purchaser Group. According to the Company, as of December 27, 2020, the Company had NOL carryforwards for federal income tax purposes of $0.9 million and no NOL carryforwards for state income tax purposes. According to the Company, the utilization of the Company’s NOL carryforwards currently are subject to limitation under Section 382 of the Code and may be further limited as a result of the consummation of the Merger. Based upon information provided by the Company, the consummation of the Merger is expected to constitute an “ownership change” with respect to the Company within the meaning of Section 382 of the Code, which would potentially impose an additional annual limitation on the amount of the Company’s pre-ownership change NOLs that can be utilized in post-ownership change periods. Such limitation is approximately equal to (x) the value of the stock of the Company immediately before the ownership change, multiplied by (y) the “long-term tax-exempt rate” in effect as of the ownership change. The impact of this ownership change, as well as any prior ownership changes, will also affect the amount and timing of benefits to the Purchaser Group. Subject to this limitation, the Company’s ability to use NOLs to offset income for tax purposes should inure to the benefit of the Purchaser Group.

After the Effective Time, the members of the board of directors of Merger Sub immediately prior to the Effective Time will become the directors of the surviving corporation, and the officers of Company immediately prior to the Effective Time will become officers of the surviving corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

Except as described above or elsewhere in this proxy statement, the Purchaser Group has advised the Company that they do not have any current intentions, plans or proposal to cause the Company to engage in any of the following:

Notwithstanding the foregoing, as part of integration planning and following consummation of the Merger, as part of the Purchaser Group’s long-term corporate goal of optimizing value, the Purchaser Group intends to conduct a review of the Company and its assets, capital allocation, corporate and capital structure, capitalization, operations, business, properties and policies to determine what changes, if any, may be desirable following the Merger to enhance the business and operations of the Company. In connection with this review, the Purchaser Group may consider a range of alternatives including the types of transactions set forth above as well as other strategic transactions and other balance sheet optimization activities if the Purchaser Group decides that such transactions and other activities are in the best interest of the Company upon such review. The Purchaser Group may also cause the Company to enter into one or more management service agreements with Alden Global Capital or its affiliates. Except as otherwise disclosed in this proxy statement (including in the Company’s filings with the SEC incorporated by reference into this proxy statement), as of the date hereof, no agreements, understandings or decisions have been reached and there is no assurance that the Purchaser Group will decide to undertake any such alternatives. The Purchaser Group expressly reserves the right to make any changes to the Company operations after consummation of the Merger that they deem appropriate in light of such evaluation and review or in light of future developments.

Position of the Purchaser Group as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each member of the Purchaser Group may be deemed to be an affiliate of the Company and, therefore, is required to express its beliefs as to the substantive and procedural fairness of the Merger to the Company’s unaffiliated stockholders, as defined in Rule 13e-3 under the Exchange Act. The members of the Purchaser Group are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views

of the members of the Purchaser Group as to fairness of the proposed Merger should not be construed as a recommendation to any of the Company’s stockholders as to how you should vote on the Merger Proposal.

The Purchaser Group has interests in the Merger that may be different from, or in addition to, the interests of the Company’s unaffiliated stockholders, as further described under “The Merger—Interests of Certain Persons in the Merger”. In light of these different interests, and the fact that Mr. Minnetian, Ms. Needleman and Mr. Smith are members of the Board designated by Alden pursuant to the A&R Cooperation Agreement, the Board established the Special Committee consisting solely of independent and disinterested directors who are not affiliated with the Purchaser Group (other than their interests described under “The Merger—Interests of Certain Persons in the Merger” beginning on page 64) to negotiate with the Purchaser Group, with the assistance of independent legal and financial advisors. None of the members of the Purchaser Group nor Mr. Minnetian, Ms. Needleman or Mr. Smith participated in the deliberations of the Special Committee or the Board regarding, or received advice from the Company’s legal advisor or the Special Committee’s legal or financial advisors as to, the substantive or procedural fairness of the Merger to the Company’s unaffiliated stockholders. For these reasons, the members of the Purchaser Group do not believe that their interests in the Merger influenced the decision of the Special Committee or the Board with respect to the Merger Agreement or the Merger.

The unaffiliated stockholders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement, with the assistance of the Special Committee’s legal and financial advisors. The Purchaser Group has not performed, nor engaged a financial advisor to perform or prepare any report, opinion, appraisal, any valuation or other analysis for the purpose of assessing the fairness of the Merger or the Merger Consideration to the Purchaser Group, the Company or the unaffiliated stockholders of the Company.

Based on the Purchaser Group’s knowledge and analysis of available information regarding the Company, as well as discussions with members of the Company’s management regarding the Company and its business and the factors considered by, and the analysis and resulting conclusions of, the Board and the Special Committee described in the section entitled “The Merger—Reasons for the Merger; Recommendation of the Company’s Special Committee and Board” beginning on page 46, with which the Purchaser Group agrees and which the Purchaser Group has adopted, the Purchaser Group believes that the Merger is substantively and procedurally fair to the unaffiliated stockholders of the Company.

In connection with its determination, and in addition to the analysis and resulting conclusions of, the Board and the Special Committee described in the section entitled “The Merger—Reasons for the Merger; Recommendation of the Company’s Special Committee and Board” beginning on page 46 of this proxy statement, with which the Purchaser Group agrees and which the Purchaser Group has adopted, the Purchaser Group considered the following specific factors (not necessarily in order of relative importance):

The Purchaser Group believes that the foregoing factors support its determination with respect to the fairness of the Merger to the unaffiliated stockholders of the Company.

The Company did not retain an unaffiliated representative acting solely on behalf of the Company’s unaffiliated stockholders for the purpose of negotiating the terms of the Merger or preparing a report covering the fairness of the Merger. However, the Board formed the Special Committee, which is comprised entirely of independent and disinterested directors, to consider and negotiate the terms and conditions of the Merger and to recommend to the Board whether to pursue the Merger and, if so, on what terms and conditions. Additionally, the Board explicitly empowered the Special Committee to retain, at the Company’s expense, independent legal counsel, financial advisors, and other professional advisors of the Special Committee’s choice. The Board directed the Company to pay all expenses incurred by the Special Committee and its members, including the fees and expenses of the independent professional advisors to the Special Committee. Although there was no third party that acted independently on behalf of the unaffiliated stockholders, the Purchaser Group believes that the Special Committee protected the interests of the unaffiliated stockholders by making a recommendation regarding the Merger to the Board that the Special Committee deemed fair to the unaffiliated stockholders. Therefore, the Purchaser Group believes that the Special Committee’s role in the negotiation of the Merger and its recommendation to the Board and the Board’s approval of the Merger (with the directors designated by Alden either not attending any meetings or recusing themselves from any deliberations and voting relating to the Merger) were sufficient to protect the interests of unaffiliated stockholders.

The Purchaser Group’s view as to the fairness of the Merger to unaffiliated stockholders is not a recommendation as to how any such stockholder should vote on the Merger Agreement. The foregoing discussion of the information and factors considered by the Purchaser is believed to include all material factors considered by the Purchaser Group. The Purchaser Group did not find it practicable to, nor did it, assign relative weights to the individual factors considered in reaching its conclusion as to the fairness of the Merger to such unaffiliated common stockholders. Rather, the Purchaser Group made the fairness determinations after consideration of all the foregoing factors as a whole.

Total fees and expenses incurred or to be incurred by Parent in connection with the Merger are estimated at this time to be as follows:

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Structure of the Merger

The Merger Agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the Merger. As a result of the Merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. You will not own any shares of the capital stock of the surviving corporation.

Merger Consideration

In the Merger, each outstanding share of our common stock will automatically be converted into the right to receive the Merger Consideration, without interest, other than shares of our common stock (i) owned by (x) Parent, Merger Sub or any of their affiliates or associates; or (y) the Company as treasury stock, which shares in clauses (x) and (y) we refer to as “excluded shares”; and (ii) stockholders who have not voted in favor of the Merger and properly and validly perfected their statutory rights of appraisal in accordance with Section 262 of the DGCL, which shares we refer to as “dissenting shares,” which shares will be canceled without payment of any consideration therefor and will cease to exist.

Background of the Merger

From time to time, the Board, together with senior management of the Company, has reviewed and evaluated the Company’s business strategies, opportunities and challenges as part of its consideration and evaluation of the Company’s prospects and maximizing stockholder value. These reviews and evaluations focused on a diverse array of topics, including among others, internal growth strategies, potential divestitures, corporate restructurings, potential strategic partnerships and potential acquisitions by the Company. The Board also has periodically reviewed with senior management and external advisors the landscape of the newspaper industry and discussed the possibility of an acquisition of the Company by a strategic or financial buyer.

On May 3, 2018, Lazard was engaged by the Company to assist in the event of an unsolicited offer or a sale of the Company. During 2018, the Company had a series of discussions with various financial and strategic parties, but none of these discussions led to a transaction. At the time, there was much speculation in the press about potential Tribune transactions.

From January 2019 to April 2019, representatives of the Company engaged in a series of discussions with a third party (“Bidder A”) to discuss a potential business combination, including a potential acquisition of the Company by Bidder A. As part of this process, the Company and Bidder A entered into a mutual non-disclosure agreement with a standstill obligation, (which has since expired) and subsequently the parties conducted non-public due diligence and further discussions regarding the potential transaction, until Bidder A sent a letter to the Company on April 2019 indicating its desire to postpone the discussions until after its annual meeting on May 2019, after which substantive engagement between the parties did not resume.

In the fall of 2019, Alden Global Capital contacted the Company to discuss the possibility of an acquisition of the Company. Michael W. Ferro, Jr., the Company’s largest stockholder at the time, indicated to Alden that he would support an acquisition of the Company by Alden for a price of $13.00 per share in cash. Alden did not respond to this comment or follow up with the Company.

On November 15, 2019, the Alden Funds purchased an aggregate of 9,071,529 outstanding shares of the Company’s common stock from Mr. Ferro and two of Ferro’s companies, Merrick Media, LLC and Merrick Venture Management, LLC, for a price of $13.00 per share (the “Ferro Sale”). Such purchases were made without the prior approval of the Board under Section 203 of the DGCL.

On November 25, 2019, Alden filed a beneficial ownership report on Schedule 13D (a “Schedule 13D”), which disclosed that, as of such date, Alden held approximately 32.0% of the outstanding shares of the Company’s common stock as a result of the Ferro Sale and a series of open market purchases. The Schedule 13D also stated that Alden and certain of Alden’s representatives may have conversations with members of the Board and the Company’s management team regarding multiple topics, including, but not limited to, corporate governance, the composition of the Board, Board representation rights, general business operations and strategic alternatives to promote long-term value for the benefit of the Company’s stockholders.

On December 1, 2019, the Company, Alden Global Capital and the Alden Funds entered into a cooperation agreement (the “Cooperation Agreement”), pursuant to which each of the parties made certain commitments related to Alden’s ownership of the Company’s common stock, including customary standstill provisions, which, among other things, prohibited Alden from, without the Company’s prior written consent, soliciting proxies with respect to the voting of any securities of the Company, acquiring additional securities of the Company and making public proposals relating to the Company (the “Standstill Provisions”) and registration rights. In addition, the Cooperation Agreement provided the Alden Funds with the right to nominate two Board members. The Cooperation Agreement was publicly filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 2, 2019.

On December 2, 2019, the Company announced the expansion of the Board from six to eight members, and the appointment of two Alden designees, Dana Goldsmith Needleman and Christopher Minnetian, to the Board.

In January, 2020, Alden contacted the Board to request a waiver of certain Standstill Provisions in order for Alden to pursue a purchase of Dr. Patrick Soon-Shiong’s and his affiliates’ 24% stake in the Company for a price equal to $13.50 per share (the “Soon-Shiong Proposal”).

On January 23, 2020, the Board met telephonically, with certain members of the Company’s senior management and its outside legal advisor, Kirkland & Ellis LLP (“K&E”), in attendance. Ms. Needleman and Mr. Minnetian had

recused themselves from the meeting and all future Board meetings regarding a potential acquisition of the Company by Alden. The Board discussed the Soon-Shiong Proposal, including Alden’s request to waive certain Standstill Provisions. After discussion, the Board determined that the Soon-Shiong Proposal was not advisable or in the best interests of stockholders, and that the Board would approach Alden to discuss the possibility of Alden submitting a proposal to purchase all of the outstanding shares of the Company.

After such meeting, the Board communicated to Alden its decision to reject Alden’s request for a waiver of certain Standstill Provisions and that any acquisition proposal submitted by Alden must involve a purchase by Alden of all of the outstanding shares of the Company.

On February 6, 2020, Alden sent the Company a non-binding written proposal to acquire all of the outstanding shares of the Company not already owned by Alden (the “February 2020 Proposal”). The February 2020 Proposal provided that any acquisition proposal by Alden would be conditioned upon both (i) the Board forming a special committee of independent and disinterested directors to evaluate such potential transaction, and ultimately, approval of such proposal by the special committee, and (ii) the approval of two-thirds of the outstanding shares of the Company’s stock not owned by Alden (the approval standard required for such an acquisition under Section 203 of the DGCL).

On February 7, 2020, a third-party bidder submitted a letter of interest to the Company about a potential acquisition of the Company’s business, assets and properties related to The Baltimore Sun (“The Sun”) for $25,000,000. The Company entered into a confidentiality agreement with the bidder in May 2020. The parties agreed not to proceed due to the wide gap in valuation expectations between the parties.

Between February 6 and February 10, 2020, Randall D. Smith, Alden’s founder, spoke telephonically with Philip G. Franklin, the Chairman of the Board, and proposed a purchase price of $13.50 per share in cash, subject to the terms of the February 2020 Proposal and the completion of negotiation of definitive documentation.

On February 10, 2020, the Board met telephonically, with certain members of the Company’s management and representatives of Lazard and K&E in attendance. The Board discussed the terms of the February 2020 Proposal and its fiduciary duties in the context of a potential transaction with Alden, including certain considerations regarding Alden’s status as an affiliate of the Company. In addition, K&E described the role of a special committee of independent and disinterested directors. Ms. Needleman and Mr. Minnetian then recused themselves for the remainder of the meeting, during which the remaining directors assessed whether any conflicts existed among such directors and discussed the size and makeup of a special committee. David Dreier, a member of the Board, reported on certain interactions he had had with Alden’s principals unrelated to a potential transaction with the Company, and given these interactions, decided it was best if he not serve on the special committee although nothing came of the interactions. Mr. Dreier also recused himself from the remainder of the meeting. The remaining members of the Board unanimously approved the formation of a special committee to evaluate a potential transaction with Alden and potential alternatives thereto (the “Special Committee”) to consist of Mr. Franklin, Eddy W. Hartenstein, Richard A. Reck and Carol Crenshaw.

On February 13, 2020, the Special Committee met telephonically, with representatives from Lazard and K&E in attendance. With the aid of a written presentation distributed to the Special Committee in advance of the meeting, Lazard discussed the terms of the February 2020 Proposal, including the price.

On March 6, 2020, K&E and Alden’s outside legal advisor, Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”), engaged in discussions regarding the terms of the February 2020 Proposal.

On March 12, 2020, Akin Gump sent a revised term sheet to K&E, and shortly thereafter the two advisors discussed the remaining open items.

On March 17, 2020, K&E informed the Company that Alden had decided to put discussions regarding the February 2020 Proposal on hold as a result of the COVID-19 pandemic.

Following negotiations prior to the expiration of the Cooperation Agreement, on July 1, 2020, the Company, Alden Global Capital and the Alden Funds entered into the A&R Cooperation Agreement, pursuant to which the parties agreed, among other things: (i) to increase the size of the Board by one director and appoint Mr. Smith to fill such vacancy, (ii) that the Company would nominate Ms. Needleman, Mr. Minnetian and Mr. Smith for election at the

Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) and (iii) that Alden would remain subject to certain Standstill Provisions until their termination upon the occurrence of certain specified events.

On July 14, 2020 a third-party bidder submitted a non-binding proposal to the Company about a potential acquisition of the Company’s business, assets and properties related to The Hartford Courant. The Company responded to the bidder’s interest but the parties were unable to agree on a confidentiality agreement to engage in discussions.

Following the negotiation of the A&R Cooperation Agreement, on July 20, 2020, the Board unanimously approved the appointment of Davis Polk & Wardwell LLP (“Davis Polk”) to replace K&E as the Company’s outside legal advisor on various matters from time to time.

On July 27, 2020, the Board learned of discussions between Dr. Soon-Shiong and Mason Slaine, another existing stockholder who owned approximately 7.9% of the outstanding shares of the Company’s common stock at the time, regarding a potential purchase by Mr. Slaine of Dr. Soon-Shiong’s shares. These discussions did not lead to a transaction.

Later on July 27, 2020, the Board met telephonically, with members of the Company’s management, Davis Polk and Lazard in attendance. The Board discussed the possibility of obtaining approval for and implementing a shareholder rights plan to reduce the likelihood that a potential acquirer, such as Mr. Slaine, would seek to gain control of the Company through acquiring shares from an existing shareholder or through the open market without paying a premium for such control. In addition, the Board discussed how such acquisition, if completed, would have released Alden from its obligations under the Standstill Provisions, which was of particular concern at the time in light of the Company’s depressed stock price as a result of the COVID-19 pandemic. Following discussion, the Board unanimously approved the adoption of a shareholder rights plan with a one-year term to address the risk of such an action.

From late July 2020 through early December 2020, the Company and Alden engaged in periodic discussions regarding Company’s business strategies, management, capital allocation, opportunities and challenges, including potential uses of excess cash (including repurchases of shares, and potential amendments to the A&R Cooperation Agreement depending on Alden’s level of participation in any repurchase).

On December 11, 2020, Mr. Franklin and Mr. Smith had a telephone conversation, during which Mr. Smith informed Mr. Franklin that Mr. Bainum had expressed to Alden an interest in purchasing The Sun. Mr. Bainum had previously indicated his interest in The Sun to the Company, but Mr. Bainum and the Company had not reached agreement on terms. Mr. Smith mentioned to Mr. Franklin that Alden was considering the possibility of a transaction involving an acquisition of the Company by Alden and a sale of The Sun to Mr. Bainum.

On December 14, 2020, Alden sent a non-binding written proposal to the Company to acquire all of the outstanding shares of the Company not already owned by Alden for a purchase price of $14.25 per share in cash (the “December 2020 Proposal”). The December 2020 Proposal provided that any potential acquisition of the Company by Alden would: (i) be conditioned upon the approval and recommendation of a special committee of independent Board members, as well as the approval of two-thirds of the outstanding shares of the Company not owned by Alden, (ii) be fully funded by Alden with cash on hand and therefore not require any third-party debt or equity financing and (iii) be subject to limited confirmatory due diligence. In addition, Alden stated in the December 2020 Proposal that it was not interested in selling its shares in the Company to any other party and confirmed that, while its proposal was not conditioned or dependent upon reaching any agreement with Mr. Bainum, Alden desired to explore the possibility of a sale of The Sun to Mr. Bainum.

On December 15, 2020, the Board (with Mr. Smith recusing himself) met telephonically, with Davis Polk in attendance, to discuss the formation of a new Special Committee to evaluate a potential strategic transaction involving Alden, potential alternative transactions and related matters. After discussion, and a determination of the independence of Mr. Franklin, Mr. Reck and Ms. Crenshaw, the Board unanimously approved the formation of the new Special Committee and the appointment of Mr. Franklin, Mr. Reck and Ms. Crenshaw as its members.

Shortly thereafter on the same day, Mr. Franklin spoke with Mr. Smith by telephone and informed Mr. Smith that the Board had established a Special Committee for purposes of evaluating the December 2020 Proposal.

On December 17, 2020, the Special Committee met telephonically, with Davis Polk in attendance upon the invitation of the Special Committee. Davis Polk advised the Special Committee on considerations for its selection of an independent legal advisor, including whether there were any actual or potential conflicts of interest that would impact the ability of Davis Polk to serve as legal advisor to the Special Committee. The Davis Polk representatives then left the meeting to allow the Special Committee to discuss its retention of legal advisors. After discussion, the Special Committee unanimously approved the engagement of Davis Polk as legal advisor to the Special Committee, upon its determination that Davis Polk did not present any actual or potential conflicts of interest and that it was advisable and in the best interests of the Company and its stockholders to retain Davis Polk as legal advisor to the Special Committee. At the invitation of the Special Committee, the representatives of Davis Polk rejoined the meeting and proposed a process for confirming the independence of each Special Committee member for purposes of serving on the Special Committee, including with respect to any actual or potential conflicts of interest, whereby Davis Polk would conduct separate interviews with each Special Committee member. Davis Polk completed such interviews in the days following such meeting, confirming the independence of each Special Committee member. In addition, at the meeting, Davis Polk discussed considerations for the Special Committee’s selection of an independent financial advisor and summarized the conflicts of interest disclosure provided by Lazard on December 17, 2020 at the direction of the Special Committee and distributed to the Special Committee in advance of the meeting. The Special Committee reviewed such disclosure and discussed the qualifications of Lazard to serve as its financial advisor. Following discussion, the Special Committee unanimously approved the engagement of Lazard as its financial advisor. Davis Polk then provided an overview of customary fees paid in connection with service on a special committee. After discussion, the Special Committee unanimously determined that the Chair of the Special Committee should receive a flat fee of $20,000 and that each of the other members should receive a flat fee of $10,000 for their service on the Special Committee, consistent with fees paid for service on other Board committees. With the aid of a written presentation distributed to the Special Committee in advance of the meeting, Davis Polk next led a discussion regarding the fiduciary duties of the Special Committee in connection with its consideration of a potential strategic transaction involving Alden and, if applicable, any alternative transaction, as well as any applicable SEC disclosure requirements, among other subjects. Lastly, the Special Committee discussed potential next steps with respect to the December 2020 Proposal, including certain implications of Section 203 of the DGCL.

On December 19, 2020, Akin Gump spoke telephonically with Davis Polk to discuss next steps regarding the December 2020 Proposal, including preparation of a confidentiality agreement between Alden and the Company. From December 19, 2020 to December 30, 2020, Davis Polk and Akin Gump engaged in discussions concerning certain terms of the December 2020 Proposal, including considerations regarding Alden’s potential discussions with Mr. Bainum related to the sale of The Sun under the Stockholder Rights Agreement, dated as of July 28, 2020, between the Company and its rights agent, Computershare Trust Company, N.A. (the “Rights Agreement”), among other things.

On December 22, 2020, the Special Committee met telephonically, with Davis Polk and Lazard in attendance. With the aid of a written presentation distributed to the Special Committee in advance of the meeting, Lazard provided its preliminary analysis of the December 2020 Proposal, including a discussion of its terms, preliminary valuation work and an assessment of other potential bidders and the potential risks and benefits of approaching each. After discussion, the Special Committee determined that Mr. Franklin should provide an update to Mr. Smith that the Special Committee was in the process of reviewing the December 2020 Proposal with its advisors. After the Special Committee meeting, on the same day, Mr. Franklin communicated such message to Mr. Smith.

On December 23, 2020, at the direction of the Special Committee, Lazard met with Terry Jimenez, the Chief Executive Officer of the Company, to discuss various aspects of the Company, including its operations, financial performance, future business plans and its financial projections as part of Lazard’s analysis of the December 2020 Proposal and the value such proposal represented to the Company’s stockholders in light of potential cases of the Company’s future financial performance.

On December 30, 2020, Davis Polk sent an initial draft of the confidentiality agreement to Akin Gump. Between December 30, 2020 and January 5, 2021, the parties and their respective legal advisors exchanged drafts of the confidentiality agreement, and on January 5, 2021 the parties executed the confidentiality agreement.

Also on December 30, 2020, the Special Committee met telephonically with Mr. Jimenez, who joined for a portion of the meeting, as well as representatives of Davis Polk and Lazard. Lazard reviewed the 2021 Strategic Plan (as defined under “Certain Company Forecasts”), which had previously been approved by the Board and potential cases for the Company’s financial performance in 2022 and 2023 prepared by management or at the direction of the

Special Committee. Mr. Jimenez then left the meeting. The Special Committee also discussed certain financial forecasts prepared by Alden and its affiliates and provided to the Company in August 2020 during the review of the Company’s strategy and business plan. As described in the section entitled “The Merger—Certain Company Forecasts”, the Special Committee did not consider these financial forecasts prepared by Alden and its affiliates to be reliable. Next Lazard presented certain valuation analyses and led the Special Committee through a discussion of potential next steps with Alden and other potential bidders. The Special Committee discussed various aspects of the December 2020 Proposal, including the timing of the Company’s update of its 2021 earnings guidance, including in light of the Company’s recent sale of its BestReviews business and the performance of the Company’s business in general, and Alden’s request to engage in discussions with Mr. Bainum regarding a potential sale of The Sun. Following discussion, the Special Committee approved Alden’s request to speak to Mr. Bainum subject to acceptable confidentiality agreements between the Company and each of Alden and Mr. Bainum. In addition, the Special Committee determined that Mr. Franklin should provide an update to Mr. Smith of the Special Committee’s continuing review, the timing of the Company’s updated earnings guidance and its approval of discussions between Alden and Mr. Bainum. After the Special Committee meeting, on the same day, Mr. Franklin communicated such message to Mr. Smith.

On December 31, 2020, Alden filed an amendment to its Schedule 13D publicly disclosing that Alden delivered the December 2020 Proposal to the Board on December 14, 2020. The written letter proposal delivered to the Board was attached as an exhibit to the amendment.

Later on December 31, 2020, the Company issued a press release announcing the formation of the Special Committee to consider the December 2020 Proposal and any alternative transactions, and the release of updated guidance with respect to its 2021 earnings.

On January 2, 2021, Davis Polk and Mr. Bainum’s legal counsel discussed a confidentiality agreement related to the potential acquisition of The Sun. Between January 2, 2021 and January 13, 2021, the parties and their respective legal advisors exchanged drafts of the confidentiality agreement, and on January 13, 2021 the parties executed the confidentiality agreement (the “Bainum Confidentiality Agreement”).

On January 5, 2021, Mr. Bainum delivered a letter to the Special Committee in which he indicated “If I cannot reach an agreement with Alden on a fair value for The Sun in conjunction with their bid for Tribune, I am willing to explore with the Special Committee purchasing all of the outstanding shares of Tribune at a reasonable price that will deliver fair value to all Tribune shareholders”. Such letter did not include a proposed price for the Company.

On January 6, 2021, Akin Gump sent a preliminary diligence request list in connection with the December 2020 Proposal to Davis Polk.

On January 13, 2021, a third party bidder (“Bidder B”) submitted a non-binding written proposal for an acquisition of the Company at a price equal to $15.00 per share.

On January 14, 2021, the Special Committee met telephonically, with Lazard and Davis Polk in attendance. With the aid of a written presentation distributed to the Special Committee in advance of the meeting, Lazard provided an overview of the Company’s market price history, an update on discussions with potential bidders and certain stockholders and a summary of certain valuation analyses. Following discussion, the Special Committee determined that it was advisable and in the best interests of the Company’s stockholders to approach Alden with an $18.25 per share counter proposal.

On January 15, 2021, Lazard delivered the Company’s counter proposal of $18.25 per share to Alden’s financial advisor, Moelis & Company LLC (“Moelis”).

Between January 16 and February 2, 2021, the Company provided Alden with certain financial diligence materials.

On January 25, 2021, Lazard spoke to a third party bidder (“Bidder C”), who had contacted the Company in the past about a potential acquisition of certain of the Company’s business units, and renewed his inquiries following Alden’s amendment of its Schedule 13D on December 31, 2020. Lazard invited Bidder C to submit a proposal including a price in order to engage in any exploration of an acquisition of the Company’s business units. Bidder C did not at any time submit a proposal for any of the Company’s businesses prior to the proposal on March 10, 2021 described below.

On January 27, 2021, Bidder B submitted evidence of its equity financing for a proposed acquisition of the Company to Lazard. On February 3, 2021, Lazard had a call with one of Bidder B’s proposed equity financing sources, which confirmed that a portion of the proposed equity financing at $15 per share was not committed, and Party A intended to raise this portion of the money from high net worth individuals. Bidder B did not subsequently address these matters or submit a revised proposal.

Commencing on January 28 through February 16, 2021, representatives of the Company responded to various diligence requests from representatives of Alden.

On February 4, 2021, Moelis delivered a $16.00 per share proposal to Lazard.

On February 5, 2021, the Special Committee met telephonically, with Lazard and Davis Polk in attendance. With the aid of a written presentation distributed to the Special Committee in advance of the meeting, Lazard provided an update of the Company’s market price history, discussions with potential bidders, and certain valuation analyses. Lazard then summarized the terms of Alden’s proposal to acquire the Company at a price of $16.00 per share. Following discussion, including regarding potential counterproposals on price, the Special Committee determined that it was advisable and in the best interests of the Company’s stockholders to propose a counter of $17.75 per share.

Later on February 5, 2021, Lazard delivered a $17.75 per share proposal to Moelis. Lazard clarified that the transaction would not be contingent on a sale of The Sun or financing, and would be subject only to confirmatory diligence and negotiation of definitive documentation.

On February 6, 2021, Moelis delivered a $16.50 per share proposal to Lazard.

On February 7, 2021, Mr. Franklin and Mr. Smith spoke by telephone, during which Mr. Franklin told Mr. Smith that, while he did not believe a price of $16.50 per share would be supported by the Special Committee, a proposal between $17.25 and $17.50 may receive support from the Special Committee.

Later on February 7, 2021, Mr. Smith called Mr. Franklin and delivered a $17.00 per share proposal.

On February 8, 2021, the Special Committee met telephonically, with Lazard and Davis Polk in attendance. Lazard summarized the recent price negotiations followed by a discussion of potential next steps with respect to Alden’s counter proposal of $17.00 per share. Following discussion, the Special Committee determined that it was advisable and in the best interests of the Company’s stockholders to submit a counter proposal of $17.25 per share.

Later on February 8, 2021, Mr. Franklin called Mr. Smith on the telephone and delivered the $17.25 per share proposal. Mr. Smith agreed to the Company’s $17.25 per share proposal, subject to the completion of confirmatory diligence and negotiation of definitive documentation. Shortly thereafter on the same day, representatives of Davis Polk and Akin Gump met telephonically to discuss a proposed timetable for the transaction, legal diligence requests and the timing for delivering an initial draft of the Merger Agreement.

On February 10, 2021, the Company opened a virtual data room to Alden and its advisors. The due diligence process continued through February 16, 2021. During this period, representatives of the Company, Alden and their respective advisors held several diligence calls to discuss certain diligence matters relating to the Company. The scope of due diligence conducted by Alden and its advisors, included, among other things, financial, operational, legal, compliance, environmental, intellectual property and information technology, labor and human resources, litigation, real property, tax and other due diligence matters.

On February 10, 2021, Davis Polk sent Akin Gump an initial draft of the Merger Agreement.

On February 11, 2021, Akin Gump sent Davis Polk an initial draft of (i) the Equity Commitment Letter and (ii) the Limited Guarantee. Over the following days, Akin Gump and Davis Polk exchanged revised drafts of the Equity Commitment Letter and the Limited Guarantee and negotiated the terms of such agreements, including the amount of the equity commitment and the scope of the guaranteed obligations.

On February 11, 2021, the Special Committee met telephonically, with the representatives of Lazard and Davis Polk in attendance. The Special Committee discussed the financial forecast cases prepared by the Company’s management and at the direction of the Special Committee. The Special Committee confirmed that Lazard was to

use the Specified Case (as defined under “Certain Company Forecasts”) for purposes of their financial analyses in rendering a fairness opinion regarding the proposed Merger. The Special Committee also discussed the 2021 Strategic Plan Update, but as described under “Certain Company Forecasts”, did not consider these financial forecasts to be reliable. The Special Committee also discussed the treatment of the Rights Agreement in connection with the transaction, Section 203 of the DGCL (including the fact that Dr. Soon-Shiong’s vote in favor of the transaction would be required, based on his current ownership of the Company’s common stock, due to the requirement under Section 203 that holders of two-thirds of the outstanding shares not owned by Alden approve the transaction) and the status of negotiations of definitive documents with representatives of Alden.

On February 12, 2021, Akin Gump sent Davis Polk a revised draft of the Merger Agreement. From February 12, 2021 until the execution of the Merger Agreement on February 16, 2021, the parties and their respective legal advisors exchanged several drafts of, and engaged in numerous discussions and negotiations concerning the terms of, the Merger Agreement. Primary areas of discussion and negotiation included the Termination Fee payable by the Company, the triggers for payment thereof, Alden’s undertaking to obtain regulatory approval and the scope and terms of the interim operating restrictions on the Company.

On February 13, 2021, Lazard spoke to Bidder B to reiterate that there was a gap in its equity financing and to note that the proposed price of $15 per share was well below the current trading levels (any increase in price would expand the size of the equity financing gap). Bidder B did not subsequently submit a revised proposal.

On February 15, 2021, the Special Committee met telephonically, with the representatives of Lazard and Davis Polk in attendance. Lazard reviewed with the Special Committee its financial analyses of the proposed merger and delivered to the Special Committee an oral opinion, which was confirmed subsequently by written opinion to the effect that, as of the date of each such opinion, the consideration to be paid to holders of the Company’s common stock (other than (i) shares of the Company’s common stock held by Alden or any other Excluded Company Persons (as defined in the Merger Agreement) and (ii) shares of the Company’s common stock held by holders who are entitled to and properly demand an appraisal of their shares of Company Common Stock (such holders, collectively, “Excluded Holders”)) in the transaction ($17.25 per share payable in cash) is fair, from a financial point of view, to holders of the Company’s common stock (other than the Excluded Holders). Davis Polk presented an overview of the fiduciary duties of the members of the Special Committee and a summary of the terms and conditions of the Merger Agreement, the Equity Commitment Letter and the Limited Guarantee. Following discussion, the Special Committee thereafter unanimously recommended that the Board (i) determine that the Merger Agreement, the Limited Guarantee and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its unaffiliated stockholders, (ii) approve and declare advisable the Merger Agreement, the Limited Guarantee and the transactions contemplated thereby, including the Merger, (iii) resolve to recommend that the stockholders of the Company approve the adoption of the Merger Agreement and (iv) direct that the Merger Agreement be submitted to the stockholders of the Company for adoption.

At the same Special Committee meeting on February 15, 2021, the Special Committee also unanimously recommended that the Board (i) determine that an amendment to the Rights Agreement exempting the acquisition of the Company by Alden from the operation of the Rights Agreement and removing the “acting in concert” provisions of the Rights Agreement (the “Rights Agreement Amendment”) and the transactions contemplated thereby are advisable and fair to, and in the best interests of, the Company and its unaffiliated stockholders and (ii) approve and declared advisable the Rights Agreement Amendment and the transactions contemplated thereby.

On February 15, 2021, following the Special Committee meeting on such date, the Board (with Mr. Smith and Mr. Minnetian recusing themselves and Ms. Needleman not in attendance) met telephonically, with Terry Jimenez, Lazard and Davis Polk in attendance. Lazard reviewed with the Board its financial analyses of the proposed merger and delivered to the Board an oral opinion, which was confirmed subsequently by written opinion to the effect that, as of the date of each such opinion, the consideration to be paid to holders of the Company’s common stock (other than the Excluded Holders) in the transaction ($17.25 per share payable in cash) is fair, from a financial point of view, to holders of the Company’s common stock (other than the Excluded Holders). Davis Polk presented an overview of the fiduciary duties of the members of the Board and a summary of the terms and conditions of the Merger Agreement, the Equity Commitment Letter and the Limited Guarantee. Acting upon the unanimous recommendation of the Special Committee, the members of the Board in attendance at the meeting (i) determined that the Merger Agreement, the Limited Guarantee, the Rights Agreement Amendment and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its unaffiliated stockholders, (ii) approved and declared advisable the Merger Agreement, the Limited Guarantee, the

Rights Agreement Amendment and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that the stockholders of the Company approve the adoption of the Merger Agreement and (iv) directed that the Merger Agreement be submitted to the stockholders of the Company for adoption. The Board approved such matters by a majority vote, with Mr. Jimenez dissenting on the basis of his belief that the price proposed by Alden was inadequate due to his greater optimism about the Company’s future financial performance, and therefore, when comparing Alden’s offer, he considered remaining as a standalone company to be in the best interests of the Company and its stockholders. The remaining Board members were aware of and considered Mr. Jimenez’s views, but voted as described above.

On February 16, 2021, after the end of trading on NASDAQ, the parties executed the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee and the other ancillary documents related to the Merger. Concurrently with the execution of the Merger Agreement, (i) the Company executed the Rights Agreement Amendment and (ii) Alden entered into a non-binding written term sheet to sell The Sun to Charity.

On February 16, 2021, shortly after the execution of such agreements, the Company and Alden issued a joint press release announcing their execution of the Merger Agreement.

On February 17, 2021, the Company filed a Current Report on Form 8-K with the SEC disclosing its entry into the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Rights Agreement Amendment and certain related matters, including such joint press release.

Following the public announcement of the Merger Agreement, the Company received certain indications of interest from various parties in purchasing specific newspapers from the Company, including an offer from Bidder C received on March 10, 2021 to purchase The Morning Call Media Group for $30 to $40 million. The Company is restricted by the Merger Agreement from pursuing these indications of interest, and has referred all such inquiries to Alden.

On March 12, 2021, Mr. Bainum’s financial advisor sent Lazard a written request to engage with a number of parties in order to “advance the Bainum interests.” After discussing the situation with the Chairman of the Special Committee and Davis Polk, Lazard responded to Mr. Bainum’s financial advisor in writing on March 12, 2021 that the Special Committee did not intend to respond given certain restrictions in the Merger Agreement.

Starting on March 14, 2021, numerous news sources reported that negotiations between Mr. Bainum and Alden regarding a sale of The Sun had broken down, and that Mr. Bainum was now exploring an offer to acquire the Company as a whole.

On March 16, 2021, Mr. Bainum sent the Special Committee a non-binding letter (the “March 16 Letter”) offering to acquire the Company for a price of $18.50 per share in cash, subject to securing the necessary financing and certain other conditions. The March 16 Letter stated that Mr. Bainum was prepared to commit $100,000,000 in required equity financing through Charity of the total $650,000,000 required financing, and sought a waiver of certain restrictions under the Bainum Confidentiality Agreement so that he would be able to discuss his offer with potential debt and equity financing sources in order to raise the remaining financing.  In addition to securing the necessary financing, Mr. Bainum’s offer was conditioned on the satisfactory completion of due diligence and the negotiation of a definitive acquisition agreement, which the March 16 Letter stated that he believed could be completed within two weeks after full access to necessary information. The March 16 Letter indicated that Mr. Bainum’s pursuit and investigation of The Sun had recently led him to the conclusion that the Company could be purchased for a price greater than the price set forth in the Merger Agreement, and that Mr. Bainum believed there would be significant interest among financing sources in joining his effort. The March 16 Letter also alluded to a future for the Company and its newspapers potentially under a not-for-profit model. The March 16 Letter was sent by Mr. Bainum when he only had access to diligence materials relating to The Sun.

On March 16, 2021, after receipt of the March 16 Letter, and discussion of the circumstances with the Chairman of the Special Committee and Lazard, Davis Polk notified Alden of receipt of, and provided a copy of, the March 16 Letter, as required under the Merger Agreement.

On March 18, 2021, Davis Polk and Akin Gump discussed the March 16 Letter, and later in the day, the Special Committee met telephonically, with representatives of Lazard and Davis Polk in attendance, to discuss the March 16 Letter, including the news reports regarding Mr. Bainum’s interest in acquiring the Company, the update on the

status of negotiations between Mr. Bainum and Alden regarding a sale of The Sun received from Akin Gump, and the Special Committee’s potential responses to the March 16 Letter.

On March 19, 2021, Davis Polk and Akin Gump discussed the March 16 Letter, and later in the day, the Special Committee met telephonically, with representatives of Lazard and Davis Polk in attendance, to discuss the March 16 Letter and the Special Committee’s response thereto. Following discussion, the Special Committee determined to grant a waiver of certain restrictions under the Bainum Confidentiality Agreement so that Mr. Bainum would be able to discuss his offer with specified potential debt and equity financing sources in order to raise the remaining required financing for his offer.

On March 20, 2021, Davis Polk sent a draft waiver (the “Bainum Waiver”) of such restrictions under the Bainum Confidentiality Agreement to Mr. Bainum’s outside legal advisor, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), and forwarded the draft waiver to Alden, as required by the Merger Agreement.

On March 20 and March 21, 2021, Davis Polk had separate discussions with Akin Gump and Skadden regarding the terms of the draft Bainum Waiver.

On March 22, 2021, Skadden sent a revised draft of the Bainum Waiver to Davis Polk, which Davis Polk forwarded to Alden, as required by the Merger Agreement.

Between March 24 and March 25, 2021, Davis Polk sent Skadden a further revised draft of and discussed the terms of the Bainum Waiver, notifying Akin Gump and Alden of such communications as required by the Merger Agreement, and on March 25, 2021, the Company and Mr. Bainum executed the Bainum Waiver.

On March 26, 2021, Skadden requested permission to add Hansjorg Wyss as a permitted financing source under the Bainum Waiver, and after discussion with the Chairman of the Special Committee and Lazard, Davis Polk notified Skadden of the Company’s agreement to the addition of Mr. Wyss. Throughout this and the following period, the Company continued to comply with its obligations under the Merger Agreement to notify Alden of communications from and discussions with Mr. Bainum and, later, Mr. Wyss.

On March 26, 2021, Mr. Bainum and Mr. Wyss sent letters to the Special Committee (the “March 26 Letters”) reiterating Mr. Bainum’s non-binding $18.50 per share offer, adding that Mr. Wyss had indicated interest in providing at least $100 million of equity financing and possibly additional loans, that Mr. Bainum did not believe any additional equity financing would be necessary, but that he continued to believe significant additional amounts would be available, and stating that Mr. Bainum had been working with Wells Fargo regarding potential debt financing. The March 26 Letters reiterated Mr. Bainum’s expectation that Mr. Bainum’s and Mr. Wyss’ diligence and negotiation of definitive agreements could be completed within two weeks after full access to necessary information. Later in the day on March 27, 2021, Davis Polk discussed the March 26 Letters and the status of negotiations between Mr. Bainum and Alden regarding a sale of The Sun with Akin Gump.

On March 28, 2021, the Special Committee met telephonically, with representatives of Lazard and Davis Polk in attendance, to discuss the March 26 Letters.

On March 30, 2021, Mr. Wyss sent Lazard an email reiterating his strong commitment to the potential acquisition of the Company, and appearing to indicate that Mr. Wyss would commit all additional required financing necessary to complete the transaction. After notifying the Chairman of the Special Committee, later in the day on March 30, 2021, as permitted by the Merger Agreement, Lazard and Davis Polk had a call with Mr. Bainum, Mr. Wyss and certain of their respective advisors to clarify the terms of Mr. Bainum’s and Mr. Wyss’ proposal. On that call, Mr. Wyss and Mr. Bainum confirmed their strong commitment to the potential acquisition of the Company, and reiterated that they would provide all necessary financing. They also clarified that, while their long-term plans for the Company and its newspapers may involve a not-for-profit model, their proposal for the acquisition would involve a more customary, private, for-profit acquisition vehicle, to simplify their proposed transaction structure for the Company’s benefit. Following the call, Skadden indicated that Mr. Bainum and Mr. Wyss intended to clarify the terms of their proposal in a subsequent letter.

On April 1, 2021, Newslight LLC (“Newslight”), a newly created entity jointly owned by Mr. Bainum and Mr. Wyss, sent the Special Committee a non-binding letter reiterating their offer to acquire the Company for a price of $18.50 per share in cash (the “Newslight Letter”). The Newslight Letter clarified that Mr. Bainum and Mr. Wyss’ proposal (the “Newslight Proposal”) was made through Newslight by the two of them alone, and no other parties or investors, and that if they admitted minority co-investors, the two of them would nevertheless retain control of decision-making through the closing of the transaction, and no minority investment would impact the timing of closing. The Newslight Letter clarified that the proposal was fully financed with equity commitments from Mr. Bainum (in the amount of $100,000,000) and Mr. Wyss (in the amount of $505,315,000), and, like Alden, Mr. Bainum and Mr. Wyss intended to finance a portion of the purchase price with the Company’s cash on hand. The Newslight Proposal assumed the use of $140,000,000 of Company cash, as compared with Alden’s assumed use of $100,000,000 of Company cash. While the Newslight Letter indicated that Newslight intended to arrange debt financing for the transaction, it made clear that debt financing would not be a condition to the closing of the transaction. The Newslight Letter also contained a detailed sources and uses for the transaction, and proposed to refine the assumptions set forth therein if and when Newslight was granted access to diligence, and indicated a willingness to increase the equity commitment amounts provided by Mr. Bainum and Mr. Wyss if necessary based on such refined assumptions. The Newslight Letter also proposed for the Company to pay the termination fee due to Alden upon termination of the Merger Agreement, if the Company eventually terminated the Merger Agreement to enter into a merger agreement with Newslight (the “Newslight Merger Agreement”).

On April 2, 2021, the Special Committee met telephonically, with representatives of Lazard and Davis Polk in attendance, to discuss the Newslight Proposal and the Special Committee’s response thereto. Following discussion, consistent with the Merger Agreement, the Special Committee determined that the Newslight Proposal would reasonably be expected to lead to a Superior Proposal as defined in the Merger Agreement, and that failing to engage in negotiations and discussions with Newslight regarding the proposal and to furnish diligence information to Newslight and its representatives would be reasonably likely to be inconsistent with its fiduciary duties. Accordingly, the Special Committee determined to engage in such negotiations and discussions and to furnish diligence information to Newslight and its representatives, subject to Newslight’s entry into a confidentiality agreement meeting the requirements of the Merger Agreement. After the meeting, on April 2, 2021, Davis Polk notified Skadden and Alden of the Special Committee’s determination, and sent Skadden a draft of a confidentiality agreement meeting such requirements.

Between April 2, 2021 and April 5, 2021, Davis Polk and Skadden, serving as outside counsel for Newslight, exchanged drafts of the confidentiality agreement, and on April 5, 2021, the parties executed the confidentiality agreement. Later in the day on April 5, 2021, the Company opened a virtual data room containing diligence information to Newslight and its representatives.

On April 5, 2021, the Company issued a press release announcing receipt of the Newslight Proposal and the Special Committee’s determination with respect to the Newslight Proposal.

On April 6, 2021, the Special Committee met telephonically, with representatives of Lazard and Davis Polk in attendance, to discuss the Company’s actual financial performance for the first quarter of 2021, and the potential impact on the Company’s forecasted financial performance for fiscal year 2021.

From April 5 through April [11], 2021, Davis Polk had numerous communications with Akin Gump regarding various matters related to the transactions contemplated by the Merger Agreement, including negotiating confidentiality agreement joinders for Alden’s proposed debt financing sources, revisions to this proxy statement and the associated Schedule 13E-3 in light of comments received from the SEC and closing matters generally.

On April 9, 2021, Skadden sent a draft of the Newslight Merger Agreement and related transaction documents to Davis Polk.

Reasons for the Merger; Recommendation of the Company’s Special Committee and Board

The Board recommends that you vote “FOR” approval of the Merger Proposal.

In evaluating the Merger Agreement and the Merger, the Special Committee and the Board consulted with the senior management of the Company, as well as representatives of Lazard and Davis Polk. In the course of making the determination on behalf of the Company that the Merger is fair to, and in the best interests of, the Company and its unaffiliated stockholders, approving and declaring the Merger Agreement and the Merger and recommending that the holders of common stock vote in favor of adopting the Merger Agreement, the Special Committee and the Board considered numerous factors, including the following material factors and benefits of the Merger:

discussions if the Special Committee attempted to conduct an alternative sale process. Based on these factors, among others, the Special Committee and the Board concluded that no other actionable acquisition transaction was currently available to the Company as (i) Mr. Bainum’s stated interest in his and his advisors’ communications with the Special Committee and its advisors had been, prior to such time, in acquiring The Sun rather than the Company as a whole and (ii) the indication of interest from Bidder B was subject to substantial risks and uncertainties and further exploration of such indication of interest or any other transaction was unlikely to result in the maximization of stockholder value. Bidder B, like Mr. Bainum prior to the Newslight Letter, did not make a proposal with evidence of financing;

Board, after consulting with its legal counsel, considered to be reasonable and consistent with precedents it deemed relevant; and

In the course of reaching its determinations and decisions and making the recommendations described above, the Special Committee and the Board also considered a number of factors relating to the procedural safeguards that the Special Committee and the Board both believe were and are present to ensure the fairness of the Merger and to permit the Special Committee to effectively represent the interests of the unaffiliated stockholders, which procedural safeguards the Board and the Special Committee each believed supported the Special Committee’s decision and provided assurance of the fairness of the Merger to such holders. These procedural safeguards, which are not intended to be exhaustive and are not necessarily listed in any relative order of importance, are discussed below:

In reaching its determinations and recommendations described above, the Special Committee and the Board also considered the following potentially negative factors:

information, and has already taken concrete steps towards doing so, including commencing due diligence with its advisors and sending first drafts of the Newslight Merger Agreement and related transaction documents to the Special Committee’s advisors. The Special Committee also considered the fact that any Newslight Transaction would likely receive significant support from stockholders other than Alden, if it is ultimately at a higher price than the price set forth in the Merger Agreement, which would mitigate the risk of not receiving the required stockholder approval if Alden does not vote its shares of Company common stock in favor of any Newslight Transaction. In addition, the Special Committee considered the fact that Mr. Bainum and Mr. Wyss have provided assurances that they are strongly committed to a potential acquisition of the Company, and that Alden has advised the Special Committee that Mr. Bainum is no longer negotiating with Alden regarding a proposed sale of The Sun;

In the course of reaching its decision to approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, the Special Committee and the Board did not consider the liquidation value of the Company, and did not believe it to be a relevant valuation methodology because the Special Committee and the Board considered the Company to be a viable, going concern, and considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company and that the Company will continue to operate its business following the Merger. The Special Committee and the Board also did not consider net book value as relevant valuation methodology because the Special Committee and the Board believed that net book value is not a material indicator of the value of the Company as a going concern because net book value does not take into account the prospects of the Company, market conditions, trends or business risks inherent in the industry in which the Company operates, but rather is indicative of historical costs. Further, the Special Committee and the Board were not aware of any firm offer for a merger, sale of all or a substantial part of the Company’s assets, or a purchase of a controlling amount of the Company securities having been received by the Company from any third party other than the proposals received from Parent and the other parties in connection with the transaction described in the section entitled “The Merger—Background of the Merger” beginning on page 36, in the two years preceding the signing of the Merger Agreement.

The Special Committee and the Board did not seek to establish a pre-merger going concern value for the Company, and therefore no such value was considered by the Special Committee and the Board in making its fairness determination on behalf of the Company. Rather, the Special Committee and the Board believed that the financial analyses presented by Lazard, as more fully described below in the section entitled “The Merger—Opinion of Lazard Frères & Co. LLC” beginning on page 52, and which written opinion is attached in its entirety as Annex B hereto, on which the Special Committee and the Board relied, among other factors, in making its recommendation, were indicative of going concern values for the Company as it continues to operate its business.

The foregoing discussion of the factors considered by the Special Committee and the Board is not intended to be exhaustive, but rather includes the principal factors considered by the Special Committee and the Board. The Special Committee and the Board reached the conclusion to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement in light of the various factors described above and other factors that the members of the Special Committee and the Board believed were appropriate. The Special Committee and the Board did not assign relative weights to the foregoing factors or determine that any factor was of particular importance. Rather, the Special Committee and the Board viewed its positions and recommendation as being based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 22.

Opinion of Lazard Frères & Co. LLC

The Special Committee retained Lazard to provide it with financial advisory services and a fairness opinion in connection with the Merger. On February 15, 2021, at the meeting of the Special Committee held to evaluate the Merger, Lazard rendered its oral opinion to Special Committee, subsequently confirmed in writing by delivery of Lazard’s written opinion dated as of the same date, that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Lazard’s written opinion, the consideration to be paid to holders of common stock, other than excluded holders, in the Merger was fair, from a financial point of view, to holders of common stock, other than excluded holders. For purposes of this section, “excluded holders” means Parent, any of its affiliates or any Excluded Company Persons (as defined in the Merger Agreement) and holders of common stock who are entitled to and properly demand an appraisal of their shares of common stock.

The full text of Lazard’s written opinion to the Special Committee, dated February 16, 2021, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this proxy statement as Annex B and is incorporated by reference herein in its entirety. The description of Lazard’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Lazard’s opinion and this section carefully and in their entirety.

Lazard’s engagement and its opinion were for the benefit of the Special Committee (in its capacity as such) and Lazard’s opinion was rendered to the Special Committee in connection with its evaluation of the Merger and addressed only the fairness as of the date of the opinion, from a financial point of view, to holders of common stock (other than the excluded holders) of the consideration to be paid to holders of common stock (other than the excluded holders) in the Merger. Lazard’s opinion was not intended to and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Merger or any matter relating thereto. Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date of the opinion. The current volatility and disruption in the credit and financial markets relating to, among others, the COVID-19 pandemic, may or may not have an effect on the Company and Lazard did not express an opinion as to the effects of such volatility or such disruption on the Company. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of the opinion. Lazard did not express any opinion as to the price at which shares of common stock may trade at any time subsequent to the announcement of the Merger. In addition, Lazard’s opinion did not address the relative merits of the Merger as compared to any other transaction or business strategy in which the Company might engage or the merits of the underlying decision by the Company to engage in the Merger.

In connection with its opinion, Lazard:

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or concerning the solvency or fair value of the Company, and Lazard was not furnished with any such valuation or appraisal. The Special Committee advised Lazard that, in the Special Committee’s judgment, the Specified Case best reflected the anticipated future financial performance of the Company; accordingly, at the direction of the Special Committee Lazard utilized and relied solely upon the Specified Case for purposes of its analyses in connection with its opinion. With respect to the Specified Case utilized in Lazard’s analyses, Lazard assumed, with the consent of the Special Committee, that the Specified Case was reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of the Company. Lazard further assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based, including with respect to the potential effects of the COVID-19 pandemic on such forecasts or assumptions.

In rendering its opinion, Lazard assumed, with the consent of the Special Committee, that the Merger would be consummated on the terms described in the Merger Agreement, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of the Special Committee, that obtaining the necessary governmental, regulatory or third party approvals and consents for the Merger would not have an adverse effect on Company or the Merger. Lazard did not express any opinion as to any tax or other consequences that might result from the Merger, nor did Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that the Company and the Special Committee had obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the merger consideration to the extent expressly specified in the opinion) of the Merger, including, without limitation, the form or structure of the Merger or any agreements or arrangements entered into in connection with, or contemplated by, the Merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Merger, or class of such persons, relative to the merger consideration or otherwise.

In connection with rendering its opinion, Lazard performed certain financial analyses and reviews of certain information that Lazard deemed appropriate as summarized below under “The Merger—Summary of Lazard Financial Analyses,” and Lazard also performed certain additional financial analyses and reviews as summarized below under “The Merger—Other Analyses”. The summary of Lazard’s analyses and reviews provided below under “The Merger—Summary of Lazard Financial Analyses” and “The Merger—Other Analyses” is not a complete description of the analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and review and the application of those methods to particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Considering selected portions of these analyses and reviews or the summary contained in “The Merger—Summary of Lazard Financial Analyses” and “The Merger—Other Analyses”, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Lazard’s opinion. In arriving at its opinion, Lazard considered the results of all of its analyses and reviews and did not attribute any particular weight to any particular analysis or review or application thereof considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses and reviews.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. No company, business or transaction used in Lazard’s analyses and reviews, as a comparison, is identical to the Company or the Merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual results or values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies,

businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

Lazard was instructed by the Special Committee to use the Specified Case as the basis for its analyses. For purposes of the analyses and reviews described below, as applicable, unless otherwise noted, (a) present value date means December 31, 2020 and (b) the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 12, 2021, and is not necessarily indicative of current market conditions.

Summary of Lazard Financial Analyses

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

Selected Comparable Company Multiples Analysis

Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data related to selected comparable publicly traded news media companies whose operations Lazard believed, based on its experience with companies in the news media industry and professional judgment, to be generally relevant in analyzing the Company’s operations for purposes of this analysis. Lazard compared such information of the selected comparable companies to the corresponding information for the Company.

The selected group of companies used in this analysis (the “Company comparable companies”), was as follows:

Lazard selected the companies reviewed in this analysis because, among other things, the Company comparable companies operate businesses similar to the business of the Company. However, no selected company is identical to the Company. Accordingly, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the Merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the Company comparable companies that could affect the public trading values of each company also are relevant.

Lazard calculated and compared various financial multiples and ratios of each of the Company comparable companies, including, among other things, the ratio of each company’s enterprise value (“EV”), which Lazard calculated as the market capitalization of each company (based on each company’s closing share price as of February 12, 2021 and most recently publicly reported fully-diluted share count), plus debt, pension obligations, minority interest and preferred stock and less cash, cash equivalents and investments (each, as of February 12, 2021), to its calendar year 2019, last twelve-month period (“LTM”) and estimated 2020 and 2021 earnings before interest, taxes, depreciation and amortization (“EBITDA”), as adjusted for stock-based compensation (“Adjusted EBITDA”).

The EV and Adjusted EBITDA estimates for each of the Company comparable companies used by Lazard in its analysis were based on public filings, FactSet consensus estimates, publicly available Wall Street research and other publicly available information. The following table summarizes the results of this review:

Lazard focused more on Gannett Co., Inc. and Lee Enterprises, Inc. given the differences between Tribune and The New York Times Company and News Corporation. The New York Times Company derives more of its revenue from subscriptions (versus Tribune) and more of that subscription revenue is digital. News Corporation has other non-newspaper businesses (e.g., digital real estate, video subscription and book publishing). As Lazard analyzed the comparable companies, it considered not just today’s trading levels, but also the historical multiple range (both Gannett Co., Inc. and Lee Enterprises, Inc. traded up significantly following December 30, 2020, the last full trading day prior to public disclosure of Alden Global Capital’s initial proposal.

Based on an analysis of the relevant metrics for each of the Company comparable companies, as well as its professional judgment and experience, Lazard applied an EV to Adjusted EBITDA multiple range of 3.0x to 5.0x to the Company’s estimated 2020 Adjusted EBITDA as provided to Lazard by the Company in the Specified Case (adjusting for $2,000,000 of pension expenses) of $69,000,000.

This analysis resulted in an implied price per share range for shares of common stock, as compared to the per share merger consideration, as set forth below.

Selected Precedent Transactions Multiples Analysis

Lazard reviewed and analyzed selected precedent merger and acquisition transactions involving companies in the news media industry it viewed, based on its experience and professional judgment, as generally relevant in analyzing the Company. In performing this analysis, Lazard reviewed certain financial information and transaction multiples relating to the companies involved in such selected transactions and compared such information to the corresponding information for the Company. Specifically, Lazard selected and reviewed 16 merger and acquisition transactions announced since December 2011 involving companies in the news media industry for which sufficient public information was available. This group of 16 merger and acquisition transactions excluded three transactions for global brands (i.e., The Washington Post, the Financial Times and the Los Angeles Times).

To the extent publicly available, Lazard reviewed, among other things, the EV to EBITDA multiple of each of the target companies implied by the selected transactions by comparing the EV implied by the acquisition price to the relevant target company’s estimated EBITDA for the last 12 months before each transaction was announced. To the extent publicly available, Lazard also reviewed, among other things, the EV to revenue multiple of each of the target companies implied by the selected transactions by comparing the EV implied by the acquisition price to the relevant target company’s revenue during the last 12 months before each transaction was announced. Estimated EBITDA and revenue amounts for the target companies were based on public filings, FactSet consensus estimates, publicly available Wall Street research and other publicly available information. The following table summarizes the results of this review:

Based on an analysis of the relevant metrics for each of the transactions, as well as its professional judgment and experience, Lazard applied an EV to EBITDA multiple range of 3.5x to 5.5x to the Company’s estimated 2020 Adjusted EBITDA as provided to Lazard by the Company in the Specified Case (adjusting for $2,000,000 of pension expenses) of $69,000,000.

This analysis resulted in the following implied price per share ranges for shares of common stock, as compared to the per share merger consideration, as set forth below.

Discounted Cash Flow Analysis – Specified Case

Lazard performed a discounted cash flow analysis of the Company based on the Specified Case. A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of its estimated future cash flows. “Future cash flows” refers to projected unlevered free cash flows of a company. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors. Lazard calculated the discounted cash flow value for the Company as the sum of the net present value of each of:

The estimated future cash flows were derived from data provided by the Company in the Specified Case, as the Specified Case did not itself provide an explicit calculation of estimated unlevered free cash flows. The following table sets forth the estimated unlevered free cash flow for each of fiscal years 2021 through 2023, as used by Lazard for purposes of its discounted cash flow analysis.

(1)       Includes net proceeds from the divestiture of certain real estate and IP assets.

For its discounted cash flow calculations, Lazard applied discount rates ranging from 9.0% to 11.0%. Such discount rates were based on Lazard’s judgment and analysis of the estimated range of the Company’s weighted average cost of capital. In calculating the estimated range of weighted average cost of capital for the Company, Lazard used a weighted-average of the estimated cost of equity capital and the after-tax cost of debt ranges, assuming a range of equity and debt levels in the capital structure. To calculate the estimated cost of equity capital, Lazard used the Capital Asset Pricing Model, which uses a “beta” metric based on the predicted unlevered beta for the Company (1.00 to 1.20), a risk-free rate of return (2.00% based on then-current prevailing yield on the 30-year U.S. Treasury debt) and a market risk premium (7.2%).

The terminal value of the Company was calculated applying various exit Adjusted EBITDA multiples ranging from 3.0x to 5.0x to the Company’s projected terminal year Adjusted EBITDA. The exit Adjusted EBITDA multiples were selected by Lazard using its professional judgment and expertise. The range of exit Adjusted EBITDA multiples was consistent with the historic and current EBITDA multiples calculated for the Company as well as the historic and current Adjusted EBITDA multiples of the Company comparable companies.

Lazard took the sum of the present value ranges for the Company’s future cash flows and terminal value to calculate a range of implied enterprise values, making adjustments for the present value of pension liabilities and adjusted expenses (such as restructuring charges) at the terminal value date. Lazard then subtracted the net debt of the Company and calculated a range of implied per share equity values for the common stock. Lazard reviewed the implied price per share range for shares of common stock as compared to the per share merger consideration as set forth below.

Other Analyses

The analyses and data described below were presented to the Special Committee for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Discounted Cash Flow Analysis – Cases A, B and C

Utilizing each of Cases A, B and C, Lazard performed a discounted cash flow analysis to calculate a range of implied equity values for the Company using the same procedures and methodologies summarized above under “—Summary of Lazard Financial Analyses—Discounted Cash Flow Analysis – Specified Case.” From this analysis, Lazard estimated an implied price per share range for shares of common stock, as compared to the per share merger consideration as set forth below.

The Special Committee advised Lazard that, in the Special Committee’s judgment, the Specified Case best reflected the anticipated future financial performance of the Company; accordingly, at the direction of the Special Committee, Lazard utilized and relied solely upon the Specified Case for purposes of its analyses in connection with its opinion. As a result, the discounted cash flow analyses utilizing Cases A, B and C did not provide the basis for, and were not material to, the rendering of Lazard’s opinion.

Historic Tribune High/Low Trading Prices

Lazard reviewed the range of trading prices of shares of common stock for the 52 weeks ended on December 30, 2020, the last full trading day prior to public disclosure of Alden Global Capital’s initial proposal to acquire the Company. Lazard observed that, during such period, the closing share price of shares of common stock ranged from $5.50 per share to $13.23 per share, as compared to the merger consideration of $17.25 per share of common stock. The closing share prices of shares of common stock for the period from December 31, 2020 to February 12, 2021, the last full trading day before the execution of the Merger Agreement, ranged from $13.70 per share to $15.95 per share.

Research Analyst Price Targets

Lazard reviewed selected equity analyst price targets based on publicly available Wall Street equity research reports published (a) prior to December 30, 2020, the last full trading day prior to public disclosure of Alden Global Capital’s initial proposal to acquire the Company, which ranged from $15.00 to $17.50 per share of common stock, and (b) after December 30, 2020, which ranged from $16.00 to $20.75, in each case representing forward price targets (not discounted back). Lazard observed such range of price targets as compared to the merger consideration of $17.25 per share of common stock.

Miscellaneous

In connection with Lazard’s services as financial advisor to the Special Committee with respect to the Merger, the Company agreed to pay Lazard a fee of approximately $11,000,000, of which $1,500,000 became payable upon the rendering of Lazard’s opinion and the remainder is payable upon consummation of the Merger. The Special Committee has also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against various liabilities that may arise from or be related to Lazard’s engagement, including certain liabilities under United States federal securities laws.

Lazard has in the past provided certain investment banking services to the Company and a prior special committee of the Company’s Board of Directors, having provided advice with respect to a variety of matters, including potential sale transactions, for which Lazard received no fees during the past two years. Except as described in this proxy statement, the financial advisory business of Lazard has not otherwise received fees for providing services to the Company, Parent, or any entity known to be an affiliate of the Company or Parent in the two years immediately preceding the date of this proxy statement.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of the Company and certain affiliates of the Company or Parent for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of the Company and certain affiliates of the Company or Parent. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as investment banker to the Special Committee because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions generally and in the news media industry specifically, as well as its familiarity with the business of the Company.

The Special Committee and Parent determined that the Merger Consideration of $17.25 in cash per share of common stock to be paid to the holders of common stock (other than the excluded holders) in the Merger, through

arm’s-length negotiations, and the Special Committee unanimously approved such consideration. Lazard did not recommend any specific consideration to the Special Committee or any other person or indicate that any given consideration constituted the only appropriate consideration for the Merger. Lazard’s opinion was one of many factors considered by the Special Committee, as discussed further in “The Merger—Reasons for the Merger; Recommendation of the Company’s Special Committee and Board” beginning on page 46.

Certain Company Forecasts

The Company does not, as a matter of course, publicly disclose long-term financial projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in the ordinary course of business, the Company’s management prepares, solely for internal use, non-public, financial forecasts based on management’s estimate of the Company’s anticipated future operations.

A summary of certain projections prepared by the Company or at the direction of the Special Committee (the “Company Projections”) or by Alden and its affiliates (the “Alden Projections”, and together with the Company Projections, the “Projections”), respectively, is being included in this proxy statement not to influence the decision of our stockholders as to whether to vote for or against the Merger Proposal, but rather because these Projections were made available to the Special Committee, its advisors and, in some cases, Alden. The inclusion of this information should not be regarded as an indication that the Special Committee, its advisors or any other person considered, or now considers, any of the Projections to be material or to be a reliable prediction of actual future results, and none of the Projections should be relied upon as such. All of the Projections are subjective in many respects. While all of the Company Projections were prepared in good faith, there can be no assurance that any of the Company Projections will be realized or that actual results will not be significantly higher or lower than forecasted. All of the Projections cover multiple periods, and such information by its nature becomes subject to greater uncertainty with each successive period. As a result, the inclusion of the Projections in this proxy statement should not be relied on as necessarily predictive of actual future events.

None of the Projections were prepared with a view toward public disclosure or toward complying with generally accepted accounting principles (“GAAP”), the published guidelines of the SEC regarding projections or the use of non-GAAP measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the Company’s independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to any of the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure.

Additionally, although the Projections presented below are presented with numerical specificity, they are not facts. The Projections were based on numerous variables and assumptions that were deemed to be reasonable as of the date when the applicable Projections were finalized. Such assumptions are inherently uncertain, are subject to change and are often beyond the control of the Company. Important factors that may affect actual results and cause the Projections not to be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including its ability to achieve strategic goals, objectives and targets and its ability to retain key employees), industry performance, the legal and regulatory environment, global political conditions, the financial markets, the newspaper industry, general business and economic conditions and other factors described or referenced in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 22. In addition, the Projections were based solely upon information available at the time of their preparation and do not reflect updated prospects for the Company’s business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time such Projections were prepared, including, without limitation, the restrictions on the conduct of the Company’s business imposed by the terms of the Merger Agreement. The Company has not prepared revised forecasts in connection with the Merger to take into account these or any other variables that have changed since the date on

which any such Projections were finalized. There can be no assurance that the Projections will be realized or that the Company’s future financial results will not materially vary from the Projections.

Company Projections

2021 Strategic Plan

In December 2020, the Company management prepared its ordinary course strategic plan and certain unaudited financial forecasts relating to the Company on a stand-alone basis for fiscal year 2021 (the “2021 Strategic Plan”), which were reviewed and approved by the Board as part of its ordinary course annual strategic planning review. The 2021 Strategic Plan was also provided to Lazard for its review in connection with the Merger. In addition, the Special Committee reviewed and considered the 2021 Strategic Plan at the meetings of the Special Committee on December 30, 2020, February 11, 2021 and February 15, 2021.

The 2021 Strategic Plan reflects numerous assumptions and estimates that the Company made in good faith, including, without limitation:

The following table presents a summary of the 2021 Strategic Plan:

(1) Company revenue means the consolidated revenue of the Company and its subsidiaries.

(2) Company Adjusted EBITDA means the earnings before interest, taxes, depreciation and amortization (but after stock-based compensation expense) adjusted for extraordinary expenses that are not reflective of the Company’s core operating results over time (such as restructuring costs (including the employee voluntary separation program and gain/losses on employee benefit plan terminations), impairment charges, litigation or dispute settlement charges or gain/loss on equity investments, premiums on stock buybacks and transaction related costs).

(3) Company unlevered free cash flow means Adjusted EBITDA (i) less taxes, capital expenditures, pension contributions (net of taxes) and extraordinary expenses (such as restructuring charges), and (ii) plus any divestiture proceeds (net of taxes), changes in working capital and stock-based compensation (adjusted for unvested shares already in the fully diluted share count).

Case Projections for 2022-2023

In December 2020, the Company management prepared certain unaudited financial forecasts and unaudited financial extrapolations for the Company’s fiscal years 2022 and 2023 using two scenarios for the Company referred to as “Case A” and “Case B”. Case A and Case B were provided by the Company to Lazard on December 23, 2020, at the direction of the Special Committee, for Lazard’s use and reliance in connection with certain of its preliminary financial analyses in connection with the Merger. At the direction of the Special Committee, “Case C” was prepared

(it assumed that the margins in 2023 decline to Gannett levels), which Lazard used at the direction of the Special Committee for certain of its preliminary financial analyses in connection with the Merger. The Special Committee reviewed and considered Case A, Case B and Case C at the meetings of the Special Committee on December 30, 2020, February 11, 2021 and February 15, 2021.

At its meeting on February 11, 2021, in connection with the Special Committee’s ongoing consideration of the Merger, the Special Committee directed Lazard to use and rely on a specified case consisting of a weighted average of 25% of Case A and 75% of Case B (the “Specified Case” and, together with Case A, Case B and Case C, the “Case Projections”) for purposes of its financial analyses in connection with its fairness opinion. The Special Committee advised Lazard that, in the Special Committee’s judgment, the Specified Case best reflected the anticipated future financial performance of the Company. Accordingly, at the direction of the Special Committee, Lazard utilized and relied solely upon the 2021 Strategic Plan and the Specified Case for purposes of its financial analyses in connection with its opinion that is described in the section entitled “The Merger—Opinion of Lazard Frères & Co. LLC” beginning on page 52. The Special Committee reviewed and considered the Specified Case at the meetings of the Special Committee on February 11, 2021 and February 15, 2021.

Each of the Case Projections reflects certain forecasts related to the Company’s projected unlevered free cash flow, capex, revenue and EBITDA, among other things, that were based on numerous assumptions and estimates made in good faith. For purposes of preparing the Case Projections, it was assumed, among other things, that:

The following table presents a summary of the Case Projections:

(1) Company revenue means the consolidated revenue of the Company and its subsidiaries.

(2) Company Adjusted EBITDA means the earnings before interest, taxes, depreciation and amortization (but after stock-based compensation expense) adjusted for extraordinary expenses that are not reflective of the Company’s core operating results over time (such as restructuring costs (including the employee voluntary separation program and gain/losses on employee benefit plan terminations), impairment charges, litigation or dispute settlement charges or gain/loss on equity investments, premiums on stock buybacks and transaction related costs).

(3) Company unlevered free cash flow means Adjusted EBITDA (i) less taxes, capital expenditures, pension contributions (net of taxes) and extraordinary expenses (such as restructuring charges), and (ii) plus any divestiture proceeds (net of taxes), changes in working capital and stock-based compensation (adjusted for unvested shares already in the fully diluted share count).

(4) Includes net proceeds from the divestiture of certain real estate and IP assets.

Financing of the Merger

Equity Commitment Letter

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.

We anticipate that the total amount of funds necessary to pay the aggregate Merger Consideration payable to the Company’s stockholders in connection with the Merger is approximately $454,000,000 in cash.

In connection with the financing of the Merger, the Alden Funds and the Company have entered into an Equity Commitment Letter, pursuant to which the Alden Funds have agreed to provide Parent with an aggregate equity commitment of $375,000,000 in cash, which will be available, together with cash of the Company on hand as of the closing of the Merger, (i) to fund the aggregate Merger Consideration payable to the Company’s stockholders, (ii) pay the fees, expenses and other amounts required to be paid to the Company by Parent in connection with the closing of the Merger and (iii) pay any other out-of-pocket costs of Parent arising in connection with the consummation of the Merger, in each case, subject to the terms and conditions provided in the Merger Agreement.

The Company is a third-party beneficiary of the Equity Commitment Letter and has the right to specifically enforce the Alden Funds’ obligations thereunder, if the conditions to Parent’s obligations to consummate the Merger are satisfied or waived, and the Merger is consummated substantially simultaneously. The Equity Commitment Letter may not be waived, amended or modified except by a written instrument signed by the Alden Funds, Parent and the Company.

Notwithstanding the Equity Commitment Letter, Parent has the right to seek to finance a portion or all of the $375,000,000 in cash with the proceeds from debt and/or equity financing from its affiliates or third parties.

Limited Guarantee

Pursuant to the Limited Guarantee, the Alden Funds have agreed to guarantee the due, punctual and complete payment of all of the liabilities and obligations of Parent under the Merger Agreement to: (i) pay the Liquidated Damages Amount to the Company if and when required to be paid by Parent in accordance with the Merger Agreement, (ii) reimburse the reasonable and documented out-of-pocket fees, costs and expenses incurred by the Company and its subsidiaries in connection with the cooperation of the Company and its subsidiaries with the potential arrangement of any potential debt financing and potential sale of the business, assets and properties of the Company and its subsidiaries related to The Baltimore Sun newspaper to Mr. Bainum and (iii) indemnify each of the Company, its subsidiaries and their respective representatives in connection with any losses, damages, claims, costs or expenses actually suffered or incurred by any of them in connection with the cooperation contemplated by clause (ii) (the obligations set forth in clauses (i)-(iii), the “Guaranteed Obligations”).

The Guaranteed Obligations of the Alden Funds under the Limited Guarantee are subject to an aggregate cap equal to $50,000,000, plus the reasonable and documented out-of-pocket costs, including reasonable attorney’s fees, incurred by the Company in the event that an Alden Fund fails to promptly pay or cause to be paid any amount properly due and payable pursuant to the Limited Guarantee, and in order to obtain such payment, the Company commences a suit, action or claim against one or both Alden Funds and is the prevailing party in such action.

Subject to specified exceptions, the Limited Guarantee will terminate upon the earliest of:

Closing and Effective Time of the Merger

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the Merger Proposal, we currently expect the closing of the Merger to occur in the second quarter of 2021.

The Effective Time will occur upon a certificate of merger, in such appropriate form as is determined by the parties and in accordance with the DGCL, having been duly filed with and accepted by the Secretary of State of the State of Delaware (or at such later time as the Company and Parent may agree in writing and specified in the certificate of merger).

Payment of Merger Consideration and Surrender of Stock Certificates

Prior to the Effective Time, Parent will appoint an exchange agent for the purpose of exchanging for the Merger Consideration certificates representing shares of our common stock, which we refer to as “stock certificates”. Prior to the Effective Time, Parent will make available, or cause to be made available, the Merger Consideration to the exchange agent.

Promptly after the Effective Time, Parent will send, or will cause the exchange agent to send, to each holder of shares of our common stock immediately prior to the Effective Time a letter of transmittal and instructions for use in such exchange.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the exchange agent without a letter of transmittal.

After the Effective Time, there will be no further registration of transfers of shares of our common stock outstanding immediately prior to the Effective Time.

If any cash deposited with the exchange agent remains unclaimed for one year following the Effective Time, such cash will be delivered to Parent or, at the request of Parent, a subsidiary of Parent. Thereafter, holders of our common stock who have not exchanged their shares of the Merger Consideration will be entitled to look only to Parent as a general creditor for payment of the Merger Consideration with respect to such shares, without any interest.

If you have lost a stock certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the Merger Consideration, you will be required to provide an affidavit of the loss, theft or destruction, reasonably acceptable to Parent, and, if required by Parent or the surviving corporation, post a bond in a reasonable amount as an indemnity against any claim that may be made against Parent or the surviving corporation with respect to such certificate. These procedures will be described in the letter of transmittal and related instructions that you will receive, which you should read carefully and in their entirety.

Interests of Certain Persons in the Merger

In considering the recommendation of the Board that you vote to adopt the Merger Agreement, you should be aware that aside from their interests as Company stockholders, the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of Company stockholders generally. These interests include:

Members of the Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending to our stockholders that the Merger Agreement be adopted. For additional information, see the sections entitled “The Merger—Background of the Merger” beginning on page 36 and “The Merger—Reasons for the Merger; Recommendation of the Company’s Special Committee and Board” beginning on page 46. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “Proposal 2—Merger Compensation Proposal—Golden Parachute Compensation” beginning on page 87.