Wow, That Zell/Trib ESOP Is Complicated

Since writing my latest lalogo.gif column, Be Afraid. Be Very Afraid, which examines the pitfalls of the San Zell deal for Tribune Co’s 20,000 employees, I’ve discovered that the complex ESOP plan being proposed is even more complicated than anyone thought. Corey Rosen, the executive director of the National Center for Employee Ownership, tells me that he agrees with a lot of the negatives I wrote about the Tribune deal. “Not all, but a lot; there is a huge amount of risk and the corporate culture will need — and probably not get –a lot change,” he says. “But here is a key fact. There is no money from the pension plan going into the deal. It took us a while to really penetrate all the very ins and outs of this transaction to figure out what was really going on, so I can see how people could get misled.”

I and other reporters have been writing (and financial anaysts saying) that, in order to make Zell’s deal work, the trustees of the Tribune Co’s employee pension plan must agree to put up 15 percent, or about $250 million, of their $1.7 billion. And that it’s also entirely possible that the company will need an additional investment from that pension fund in the future. But, according to Rosen, the existing pension plan assets will not be used “in any way” for this transaction. On the other hand, Tribune Co employees will see their current retirement plans change. Rosen’s group has just put online an article that looks at the pros, cons, and deal structure of the Zell/Tribune Co. plan.

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