Tribune Completes Going-Private Transaction; Sam Zell Named Chairman & CEO
December 20 2007 - 12:54PM
PR Newswire (US)
Zell Increases Investment in Company to $315 Million; New Board of
Directors Elected CHICAGO, Dec. 20 /PRNewswire-FirstCall/ --
Tribune Company (NYSE:TRB) announced today that it has completed
its going-private transaction by merging with an acquisition
subsidiary of the Tribune Employee Stock Ownership Plan (Tribune
ESOP). Effective immediately, Sam Zell, who financed the
transaction, assumes the roles of chairman of the board and chief
executive officer. "We have a tremendous opportunity to take the
great brands of Tribune Company, and the enormous talent within the
company, to a new level," said Zell. "Tribune, along with the
newspaper industry, has been mired in its monopolistic origins, and
we intend to create a fresh, entrepreneurial culture that is fast
and nimble, and which rewards innovation. Our goal is to provide a
sustainable, relevant product for our customers and communities."
Under the terms of the merger agreement, all of the company's
publicly held shares of common stock, except for those owned by the
Tribune ESOP and shares held by shareholders who validly exercise
appraisal rights, will be cashed out at $34 per share. Shareholders
approved the transaction at a special meeting held on Aug. 21,
2007. The company's common stock will cease trading on the New York
Stock Exchange at market close today. On April 2, 2007, Tribune
announced its intention to become a private company, owned 100
percent by the Tribune ESOP. EGI-TRB, an entity run by Zell, made
an initial investment of $250 million in Tribune, and Zell was
named to the company's board of directors in May. As part of the
going-private transaction, EGI-TRB increased its investment to $315
million by purchasing a note and a warrant to acquire up to 40
percent of the company's common equity on a fully diluted basis.
Board and Management Changes Contingent upon board approval this
afternoon, Tribune's board will have a total of eight directors,
chaired by Zell. The company expects to add the following
directors: -- Jeffrey S. Berg, 60, chairman and chief executive
officer of International Creative Management, Inc. He serves on the
Board of Visitors at the UCLA Anderson School of Management, and on
the Board of Directors of Oracle Corporation. He is also on the
London School of Economics' Court of Governors. -- Brian L.
Greenspun, 61, chairman and chief executive officer of The
Greenspun Corporation, and president and editor of the Las Vegas
Sun. He is a member of the Board of Trustees of the Brookings
Institution in Washington, D.C. and a member of the International
Advisory Council of the Saban Center for Middle East Policy in
Washington. Greenspun also serves on the University of Nevada
President's Community Advisory Board. The Greenspun family has made
a significant investment in Tribune Company. -- William C. Pate,
44, chief investment officer of Equity Group Investments, LLC. Pate
serves on the boards of Covanta Holding Corporation and Exterran
Holdings Inc. He is a nominee of Zell's affiliate agreement with
Tribune Company. -- Maggie Wilderotter, 52, chairman and chief
executive officer of Citizens Communications. Wilderotter has 30
years of experience in the communications industry, and serves on
the board of directors of Yahoo! and Xerox Corporation, as well as
the boards for a number of non-profit organizations. -- Frank E.
Wood, 65, chief executive officer of Secret Communications, LLC, a
venture capital company in Cincinnati. Wood, a former lawyer, spent
33 years in the radio broadcasting business. He is chairman of the
board of 8e6 Technologies, an internet filtering company, and
serves on the board of Chemed Corporation and C Bank, a new
business bank. William A. Osborn and Betsy D. Holden each have been
re-elected to serve on Tribune's board. -- Holden, 52, joined
Tribune Company's board of directors in 2002. She is a senior
advisor to McKinsey & Company and the former president of
global marketing and category development at Kraft Foods, Inc. She
also serves on the board of Western Union Company. -- Osborn, 60,
joined Tribune Company's board of directors in 2001. He is chairman
and chief executive officer and a director of Northern Trust
Corporation and its principal subsidiary, The Northern Trust
Company. In addition, he serves on the board of Caterpillar, Inc.
Tribune's executive management team, led by Zell, adds Randy
Michaels as executive vice president and chief executive officer of
Interactive and Broadcasting, and Gerald A. Spector as executive
vice president and chief administrative officer. -- Michaels, 55,
was formerly CEO of Local TV, LLC, a company that acquired
television stations formerly owned by New York Times Company. He
has more than 37 years in media, including his role as president
and chief executive officer at Jacor, which merged with Clear
Channel Communications in 1999. As CEO, Michaels grew Clear Channel
from 425 to 1200 stations in just three years. -- Spector, 61,
previously served as executive vice president and chief operating
officer of Equity Residential. Prior to that role, he was COO of
Equity Group Investments. Spector has more than 35 years of
experience in bringing various financial and real estate companies
within Zell's organization to operational excellence. He remains on
the board of trustees of Equity Residential as vice chairman. Press
Conference Sam Zell will hold a press conference regarding
Tribune's going-private transaction at Tribune Tower at 2:30 p.m.
CDT (3:30 EDT, 12:30 PDT). Tribune Tower is located at 435 North
Michigan Avenue, Chicago. Media wishing to cover the event should
e-mail their contact information to , and check in at the main
entrance of the Tower. The press conference will be available by
satellite on: Galaxy 17 Transponder 13 -- Horizontal 11967.25 MHz
1217.25 MHz. L-band 4.2969 m/S symbol rate 5/6 FEC An audio webcast
of the press conference will be available on the company's website,
http://www.tribune.com/. About Tribune Company Tribune is one of
the country's top media companies, operating businesses in
publishing, interactive and broadcasting. It reaches more than 80
percent of U.S. households and is the only media organization with
newspapers, television stations and websites in the nation's top
three markets. In publishing, Tribune's leading daily newspapers
include the Los Angeles Times, Chicago Tribune, Newsday (Long
Island, N.Y.), The Sun (Baltimore), South Florida Sun-Sentinel,
Orlando Sentinel and Hartford Courant. The company's broadcasting
group operates 23 television stations, Superstation WGN on national
cable, Chicago's WGN-AM and the Chicago Cubs baseball team. Popular
news and information websites complement Tribune's print and
broadcast properties and extend the company's nationwide audience.
DATASOURCE: Tribune Company CONTACT: Gary Weitman of Tribune
Company, +1-312-222-3394, ; or Terry Holt, +1-312-466-3979, , for
Sam Zell; or Randolph Read, +1-702-259-2300, , for Greenspun
Corporation Web site: http://www.tribune.com/
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