Tribune Publishing’s No. 2 Shareholder Urges Deal Talks With Gannett

Tribune Publishing

Oaktree Capital, which owns 14.8% of Tribune Publishing, pressured the company today to explore a sale to Gannett — while the owners of the Los Angeles Times and USA Today continued their war of words over a deal.

Tribune’s No. 2 shareholder said in an SEC filing that it would be “in the best interests of the [company] and its stockholders for [Tribune] to pursue discussions with Gannett to see if an acceptable agreement can be reached for Gannett to acquire [Tribune].”

Tribune shares are up 4.7% to $11.55 in afternoon trading. Gannett has offered $400 million (not including debt) for the company, equal to $12.25 a share.

Tribune’s largest shareholder, tech investor Michael Ferro, owns 16.5%. In February he persuaded the board to name longtime associate Justin Dearborn as CEO, replacing Jack Griffin. The company’s properties include the Chicago Tribune, Baltimore Sun, and The Hartford Courant.

Dearborn formally rejected Gannett’s hostile offer on Wednesday, describing it as “opportunistic” and “not a basis for further discussion.” The bid represented a nearly 63% premium to Tribune’s trading price before Gannett publicly announced its proposal.

Gannett is encouraging Tribune shareholders to register their support for a deal by withholding their votes for company directors at the June 2 annual meeting.

Tribune responded today by sending shareholders a sheet that says its expansion plan would be superior to Gannett’s offer.

A major expansion of the L.A. Times and a company-wide shift to digital publishing would help “more than offset revenue pressure in the traditional publishing business,” Tribune says. It has “a clear vision … innovative technologies as well as the experience necessary to execute that strategy.”

The company also says Gannett is taking advantage of a dip in Tribune’s stock due to “the elimination of the dividend and disclosure of a material accounting weakness.”

In response, Gannett urged shareholders to “consider whether they are willing to entrust their investment to a Chairman who bought his own shares at $8.50 per share, acknowledged he knows nothing about newspapers, said the Company is not for sale and supported the nomination of a slate of directors that includes four nominees who are longtime business associates of or have significant ties to him.”

On Thursday, Macquarie Research’s Matthew Brooks said that “when over 85% of sales are print and sales are falling 7%, we think it makes more sense to accept the Gannett offer than to accept the risks of a turnaround in a secularly declining industry.”

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