Alden Global Capita’s Acquisition of Tribune Publishing

Akin Gump Strauss Hauer & Feld LLP advised Alden Global Capital on the deal, while Davis Polk advised the special committee of Tribune Publishing Company.Tribune Publishing Company (NASDAQ: TPCO) (“Tribune” or the “Company”) and affiliates of Alden Global Capital (“Alden”) announced that they have entered into a definitive merger agreement under which Alden will acquire all of the outstanding shares of Tribune common stock not currently owned by Alden for $17.25 per share in cash. Alden currently owns 11,554,306 shares of Tribune common stock, representing 31.6% of the Company’s outstanding shares.

The purchase price represents a premium of 45% to the closing price of Tribune common stock on December 11, 2020, the last trading day prior to receiving Alden’s proposal, a premium of approximately 35% to the closing price of Tribune common stock on December 30, 2020, the last trading day prior to public disclosure of Alden’s proposal, and a 21% increase from Alden’s initial offer of $14.25 per share. The definitive agreement was approved by Tribune’s Board of Directors following the recommendation by the special committee of Tribune’s Board formed to evaluate Alden’s proposal and potential alternatives.

The transaction is expected to close in the second quarter of 2021, subject to, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval of holders of two-thirds of Tribune common stock not owned by Alden, as well as other customary closing conditions.

Upon completion of the transaction, Tribune will become a privately held company, and its common stock will no longer be listed on any public market.

Moelis & Company LLC is serving as exclusive financial advisor to Alden Global Capital, and Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor. Lazard is serving as financial advisor to the special committee of the Board of Directors of Tribune, and Davis Polk & Wardwell LLP is serving as the special committee’s legal advisor.

The Akin Gump team advising Alden included corporate partners David D’Urso, Jeff Kochian (Picture) and Eli Miller, senior counsel Timothy Clark, counsel Ross Karlik, and associates Natasha Burnett and Justin Langdon.

The Davis Polk corporate team included partner Harold Birnbaum and associate Elizabeth R. Diggs. Partners Andrew Ditchfield and Brian M. Burnovski provided litigation advice. Partner Kyoko Takahashi Lin and associate John G. Curran provided executive compensation advice. Partner Pritesh P. Shah provided intellectual property advice. The tax team included partner William A. Curran. Partner Jesse Solomon provided antitrust and competition advice. Partner Hilary Dengel provided finance advice.

Involved fees earner: Natasha Burnett – Akin Gump; Timothy Clark – Akin Gump; David D’Urso – Akin Gump; Ross Karlik – Akin Gump; Justin Langdon – Akin Gump; Jeffrey Lazar Kochian – Akin Gump; Eli Nathaniel Miller – Akin Gump; Harold Birnbaum – Davis Polk & Wardwell; Brian Burnovski – Davis Polk & Wardwell; John Curran – Davis Polk & Wardwell; William Curran – Davis Polk & Wardwell; Hilary Dengel – Davis Polk & Wardwell; Elizabeth Diggs – Davis Polk & Wardwell; Andrew Ditchfield – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Jesse Solomon – Davis Polk & Wardwell; Kyoko Takahashi Lin – Davis Polk & Wardwell;

Law Firms: Akin Gump; Davis Polk & Wardwell;

Clients: Alden Global Capital LLC; Tribune Publishing – Special Committee;

Author: Martina Bellini