| 
Tribune Completes Going-Private Transaction; Sam
Zell Named Chairman & CEO
Zell Increases Investment
in Company to $315 Million
New Board of Directors Elected
CHICAGO Dec.
20, 2007 -- Tribune
Company (NYSE:TRB) announced today that it has completed
its going-private transaction by merging with an acquisition
subsidiary of the Tribune Employee Stock Ownership Plan
(Tribune ESOP). Effective immediately, Sam Zell, who
financed the transaction, assumes the roles of chairman
of the board and chief executive officer.
"We have a tremendous opportunity to
take the great brands of Tribune Company, and the enormous
talent within the company, to a new level," said Zell. "Tribune,
along with the newspaper industry, has been mired in its
monopolistic origins, and we intend to create a fresh, entrepreneurial
culture that is fast and nimble, and which rewards innovation.
Our goal is to provide a sustainable, relevant product for
our customers and communities."
Under the terms of the merger agreement,
all of the company’s
publicly held shares of common stock, except for those owned
by the Tribune ESOP and shares held by shareholders who validly
exercised appraisal rights, will be cashed out at $34 per
share. Shareholders approved the transaction at a special
meeting held on Aug. 21, 2007. The company’s common
stock will cease trading on the New York Stock Exchange at
market close today.
On April 2, 2007, Tribune announced
its intention to become a private company, owned 100 percent
by the Tribune ESOP. EGI-TRB, an entity run by Zell, made
an initial investment of $250 million in Tribune, and Zell
was named to the company’s
board of directors in May. As part of the going-private transaction,
EGI-TRB increased its investment to $315 million by purchasing
a note and a warrant to acquire up to 40 percent of the company’s
common equity on a fully diluted basis.
Board and Management Changes
Contingent upon board approval this
afternoon, Tribune’s
board will have a total of eight directors, chaired by Zell.
The company expects to add the following directors:
- Jeffrey S. Berg, 60, chairman and
chief executive officer of International Creative Management,
Inc. He serves on the Board of Visitors at the UCLA Anderson
School of Management, and on the Board of Directors of
Oracle Corporation. He is also on the London School of
Economics’ Court of
Governors.
- Brian L. Greenspun, 61, chairman
and chief executive officer of The Greenspun Corporation,
and president and editor of the Las Vegas Sun. He is
a member of the Board of Trustees of the Brookings Institution
in Washington, D.C. and a member of the International
Advisory Council of the Saban Center for Middle East
Policy in Washington. Greenspun also serves on the University
of Nevada President’s
Community Advisory Board. The Greenspun family has made
a significant investment in Tribune Company.
- William
C. Pate, 44, chief investment officer of Equity Group Investments,
LLC. Pate serves on the boards of Covanta Holding Corporation
and Exterran Holdings Inc. He is a nominee of Zell’s
affiliate agreement with Tribune Company.
- Maggie
Wilderotter, 52, chairman and chief executive officer of
Citizens Communications. Wilderotter has 30 years of experience
in the communications industry, and serves on the board
of directors of Yahoo! and Xerox Corporation, as well as
the boards for a number of non-profit organizations.
- Frank
E. Wood, 65, chief executive officer of Secret Communications,
LLC, a venture capital company in Cincinnati. Wood, a former
lawyer, spent 33 years in the radio broadcasting business.
He is chairman of the board of 8e6 Technologies, an internet
filtering company, and serves on the board of Chemed Corporation
and C Bank, a new business bank.
William A. Osborn and Betsy D. Holden
each have been re-elected to serve on Tribune’s board.
- Holden, 52, joined Tribune Company’s board
of directors in 2002. She is a senior advisor to McKinsey & Company
and the former president of global marketing and category
development at Kraft Foods, Inc. She also serves on the
board of Western Union Company.
- Osborn, 60, joined Tribune Company’s
board of directors in 2001. He is chairman and chief
executive officer and a director of Northern Trust Corporation
and its principal subsidiary, The Northern Trust Company.
In addition, he serves on the board of Caterpillar, Inc.
Tribune’s executive management
team, led by Zell, adds Randy Michaels as executive vice
president and chief executive officer of Interactive and
Broadcasting, and Gerald A. Spector as executive vice president
and chief administrative officer.
- Michaels, 55, was formerly CEO of Local TV,
LLC, a company that acquired television stations formerly
owned by New York Times Company. He has more than 37 years
in media, including his role as president and chief executive
officer at Jacor, which merged with Clear Channel Communications
in 1999. As CEO, Michaels grew Clear Channel from 425 to
1200 stations in just three years.
- Spector, 61, previously served as
executive vice president and chief operating officer
of Equity Residential. Prior to that role, he was COO
of Equity Group Investments. Spector has more than 35
years of experience in bringing various financial and
real estate companies within Zell’s
organization to operational excellence. He remains on the
board of trustees of Equity Residential as vice chairman.
Press
Conference
Sam Zell will hold a press conference
regarding Tribune’s
going-private transaction at Tribune Tower at 2:30 p.m. CDT
(3:30 EDT, 12:30 PDT). Tribune Tower is located at 435 North
Michigan Avenue, Chicago. Media wishing to cover the event
should e-mail their contact information to dbrown@tribune.com,
and check in at the main entrance of the Tower.
The press conference will be available by satellite on:
Galaxy 17
Transponder 13—Horizontal
11967.25 MHz
1217.25 MHz. L-band
4.2969 m/S symbol rate
5/6 FEC
An audio webcast of the press conference
will be available on the company’s website, www.tribune.com.
:: :: ::
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. |
