Tribune just took a page from the play books of Rupert Murdoch, who recently separated his print operations from entertainment at Fox, and Time Warner, which plans to spin off its magazine unit. Today’s announcement follows Tribune’s agreement last week to pay $2.7B for Local TV, which will make it the nation’s No. 1 independent owner of major network TV affiliates. Tribune also has acknowledged that it’s shopping its newspapers which include the Los Angeles Times, Chicago Tribune, Baltimore Sun, and Hartford Courant. The company offers familiar justifications for the spin off of its assets in the weakening print business to create a new company called Tribune Publishing: It will enable the execs running that operation to focus on its special needs with its own capital structure — and give them additional flexibility to cut deals. CEO Peter Liguori adds an obligatory assurance to his reporters and editors that the change “will bring single-minded attention to the journalistic standards, advertising partnerships and digital prospects of our iconic newspapers, while also enabling us to take advantage of the operational and strategic opportunities created by the significant scale we are building in broadcasting.” Each company will generate more than $1B a year in revenues after the separation, with sufficient cash flow to “put these businesses in a strong position for continued success.” It could take as long as a year, though, for Tribune to hammer out the details for the spin off — and to secure the approvals it will need from tax officials and the SEC, among others. The company warns “that there can be no guarantee that the transaction will be concluded or assurances as to transaction terms.” Tribune emerged from the media industry’s biggest bankruptcy ever at the end of 2012. Its chief creditors — Oaktree Capital Management, Angelo, Gordon & Co. and JPMorgan Chase & Co – were empowered to run Tribune, valued then at $4.5B. In Q1 publishing accounted for about 66% of Tribune’s $705M in revenues, but 56% of the $83.5M in operating profits.
Here’s today’s release:
CHICAGO, July 10, 2013—Tribune Company today announced its intent to pursue the separation of its iconic broadcasting and publishing businesses into two distinct companies, each with greater financial and operational focus, the ability to tailor its capital structure to its specific business needs, and a management team dedicated to seizing strategic growth opportunities with maximum flexibility. The proposed transaction is the latest step in the transformation of the dynamic media company, which last week announced it has entered into an agreement to acquire Local TV Holdings and the 19 television stations it owns in 16 markets across the country.
The proposed separation is designed to maximize shareholder value through the spin-off of Tribune’s publishing assets to an independent company and the tax-free distribution of shares in that company to the stockholders of Tribune. The two companies that would exist following the separation would be:
Tribune Publishing Company, which would become home to Tribune’s publishing assets, including the Los Angeles Times, Chicago Tribune, The Baltimore Sun, Sun Sentinel (South Florida), Orlando Sentinel, Hartford Courant, The Morning Call and Daily Press.
Tribune Company, which would consist of the company’s other principal businesses, including 42 local television stations in 33 markets (following the close of Tribune’s acquisition of Local TV), WGN Radio, superstation WGN America, Tribune Studios, Tribune Digital Ventures, Tribune Media Services, its equity interests in Classified Ventures, CareerBuilder, and The TV Food Network, and its valuable portfolio of real estate assets.
Over the last several months, Tribune’s board of directors and management team evaluated a variety of strategic options intended to maximize shareholder value and position the company for long-term growth. As a result of this process, the board has authorized management to pursue the separation of the company’s primary lines of business, broadcasting and publishing.
“Moving to separate our publishing and broadcasting assets into two distinct companies will bring single-minded attention to the journalistic standards, advertising partnerships and digital prospects of our iconic newspapers, while also enabling us to take advantage of the operational and strategic opportunities created by the significant scale we are building in broadcasting,” said Peter Liguori, Tribune’s president and chief executive officer. “In addition, the separation is designed to allow each company to maximize its flexibility and competitiveness in a rapidly changing media environment.”
During the next nine to twelve months, Tribune’s management team plans to develop detailed separation plans for the company’s board of directors to consider. Upon the closing of the proposed transaction, each entity—Tribune Publishing Company and Tribune Company—would have its own board of directors and senior management team.
“The two companies resulting from this transaction would each have revenues in excess of $1 billion and significant operating cash flow,” said Liguori. “We expect that this transaction will serve our shareholders and employees well, and put these businesses in a strong position for continued success.”
The completion of Tribune’s separation into two companies is subject to a number of important conditions, including the receipt of regulatory approvals, opinions from tax counsel, further due diligence and the effectiveness of appropriate filings with the United States Securities and Exchange Commission. While Tribune Company intends to pursue the separation of its broadcasting and publishing businesses, there can be no guarantee that the transaction will be concluded or assurances as to transaction terms.
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