| 
Tribune Granted Regulatory Approvals
By Federal Communications Commission
FCC Grants Transfer of Television Station
Licenses and Extension of Waivers
Going-Private Transaction Expected to Close By End of 2007
CHICAGO Nov.
30, 2007 -- Tribune
Company (NYSE:TRB) today announced that the Federal Communications
Commission has approved the transfer of its broadcasting
licenses and the extension of its cross-ownership waivers
in markets where the company owns both a television station
and a newspaper. Tribune’s going-private transaction
is expected to close by year end following satisfaction
of the remaining closing conditions, including the receipt
of a solvency opinion and completion of the committed financing.
"We appreciate today’s action by
the FCC, which allows our transaction to move forward," said
Dennis FitzSimons, Tribune chairman, president and chief
executive officer. "We look forward to implementing
the new ownership structure that will enable us to focus
all of our energy and resources on Tribune’s future."
On April 2, 2007, Tribune announced
its intention to become a private company, owned 100 percent
by an employee stock ownership plan (ESOP). When the transaction
closes, Sam Zell’s
investment in the company will increase to $315 million and
he will become chairman of Tribune’s board of directors.
To complete the transaction, Tribune
sought FCC approval to transfer the operating licenses
of its broadcast stations to new ownership. The company
also asked for an extension of existing waivers of the
FCC’s cross-ownership rule
in New York, Los Angeles, Hartford and South Florida -- markets
in which Tribune operates both a newspaper and television
station. The waivers granted today are temporary, pending
the outcome of the FCC’s ongoing review of media ownership
rules. In Chicago, the company will be exempt from cross-ownership
restrictions through a permanent waiver provision.
:: :: ::
Forward-Looking Statements
This press release contains certain
comments or forward-looking statements that are based largely
on the Company’s current expectations and are subject
to certain risks, trends and uncertainties. You can identify
these and other forward looking statements by the use of
such words as “will,” “expect,” “plans,” “believes,” “estimates,” “intend,” “continue,” or
the negative of such terms, or other comparable terminology.
Forward-looking statements also include the assumptions
underlying or relating to any of the foregoing statements.
Actual results could differ materially from the expectations
expressed in these statements. Factors that could cause
actual results to differ include risks related to the proposed
merger transactions being consummated; the risk that required
regulatory approvals or financing might not be obtained
in a timely manner, without conditions, or at all; the
impact of the substantial indebtedness incurred to finance
the consummation of the merger; the ability to satisfy
all closing conditions in the definitive agreements; difficulties
in retaining employees as a result of the merger agreement;
risks of unforeseen material adverse changes to our business
or operations; risks that the proposed transaction disrupts
current plans, operations, and business growth initiatives;
the risk associated with the outcome of any legal proceedings
that may be instituted against Tribune and others in connection
with the merger agreement; and other factors described
in Tribune’s publicly available reports filed with
the SEC, including the most current annual 10-K and quarterly
10-Q reports, which contain a discussion of various factors
that may affect Tribune’s business or financial results.
These factors, including also the ability to complete the
merger, could cause actual future performance to differ
materially from current expectations. Tribune is not responsible
for updating the information contained in this press release
beyond the published date, or for changes made to this
document by wire services or Internet service providers.
This press release is being furnished to the SEC through
a Form 8-K. Tribune's next quarterly 10-Q report to be
filed with the SEC may contain updates to the information
included in this release.
:: :: ::
TRIBUNE (NYSE:TRB) is one of the country’s
top media companies, operating businesses in publishing,
interactive and broadcasting. It reaches more than 80 percent
of U.S. households and is the only media organization with
newspapers, television stations and websites in the nation’s
top three markets. In publishing, Tribune’s leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, N.Y.), The Sun (Baltimore), South Florida
Sun-Sentinel, Orlando Sentinel and Hartford Courant. The
company’s broadcasting group operates 23 television
stations, Superstation WGN on national cable, Chicago’s
WGN-AM and the Chicago Cubs baseball team. Popular news and
information websites complement Tribune’s print and
broadcast properties and extend the company’s nationwide
audience. |
