Tribune Co. sold to Zell

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Zell wins Tribune auction; Cubs to be sold

http://www.chicagotribune.com/business/ ... eaking-hed

By Michael Oneal
Tribune staff reporter
Published April 2, 2007, 8:23 AM CDT

After an epic corporate drama, Chicago's Tribune Co. sold itself in a deal that puts the 159-year-old media conglomerate in the hands of the city's most iconoclastic entrepreneur, setting up a high-stakes bet that a pillar of the nation's old-media establishment can tug itself into the digital future without toppling over.

Early Monday, following a weekend of heated negotiations, the company's board accepted a revised $34-dollar-a-share proposal from Chicago real estate magnate Sam Zell to take the company private in a complex, $13 billion deal structured around an employee stock ownership plan.

In addition, the Tribune said it intends to sell the Chicago Cubs and its 25 percent stake in local sports cable channel Comcast SportsNet Chicago.

The transaction will place Zell, the motorcycle riding, epithet slinging multibillionaire, who just two months ago closed the $39 billion sale of his sprawling real estate company, atop of one of the most conservative, buttoned-down companies in America.

It gives a risk-taking financier with no background in journalism control over a set of venerable newspapers that includes the Chicago Tribune and Los Angeles Times, and big television stations, such as WGN-Ch. 9. And by dialing up the financial pressure on Tribune, the transaction will force the company and its new employee owners to find answers to questions that have been bedeviling the newspaper and television industries ever since the Internet started stealing their customers more than a decade ago.

After a day of back and forth Sunday, Tribune's board early Monday chose Zell's proposal over a rival, 11th-hour bid from Los Angeles billionaires Ronald Burkle and Eli Broad.

Tribune had been leaning toward the Zell offer anyway because it was a firm merger agreement that could be closed in a shorter amount of time. But the board wouldn't accept it until the 65-year-old Highland Park native, who spent the weekend at his house in Malibu, Calif., agreed to raise a previous bid of $33 a share to meet Broad and Burkle's $34-a-share offer.

The deal carries a relatively low, $25 million break-up penalty, however, and a person close to Broad and Burkle said the duo may consider coming back with a fresh offer.

The company said in a release Monday morning that Zell will invest $315 million in the deal which will close in a two-step process. In the first step, Tribune will stage a tender offer for approximately 126 million shares at $34 a share. That will require taking on $4.2 billion in new debt. Zell will invest $250 million at this stage.

In the second step, which will take place if or when government approvals can be secured, the ESOP will buy the rest of the shares at $34 a share and Zell will put in another $65 million, bringing his total to $315. When the deal is complete, the ESOP will hold all of Tribune''s then outstanding stock with Zell holding a subordinated note and warrant entitling him to acquire 40 percent of the common stock.

The release said Zell will join the board upon completion of his initial investment and become chairman when the transaction closes. Tribune's current chairman and CEO Dennis FitzSimons will remain on the board which will have an independent majority. There will be one director affiliated with Zell.