- The Washington Times - Monday, April 2, 2007

1:55 p.m.

CHICAGO (AP) — Tribune Co. accepted a buyout offer from real estate investor Sam Zell in a deal valued at about $8.2 billion and plans to sell the Chicago Cubs at the end of this season, the media company said today.

The owner of the Chicago Tribune, Baltimore Sun, Los Angeles Times and various other newspapers and TV stations spent six months soliciting bids and reviewing offers.

Tribune had set a March 31 deadline to announce a spinoff, buyout or reorganization.

In addition to the Zell bid, the Tribune considered a competing offer from Los Angeles billionaires Eli Broad and Ron Burkle.

The company has been under pressure from key shareholders to boost its stock price and, with others in the newspaper industry, has been losing readers and advertisers to the Internet. Tribune is the nation’s second-biggest newspaper publisher after Gannett Co.

Tribune said Mr. Zell plans to invest $315 million in the deal and eventually will become chairman of the Chicago company’s board when the buyout is complete in the fourth quarter.

The buyout will be conducted as a two-part deal, the company said. The first stage, expected to be completed in the second quarter, will involve a cash tender offer of $34 per share for 126 million shares, more than half of the outstanding Tribune shares. The remaining shares will be bought later at the same price.

Mr. Broad and Mr. Burkle also had offered $34 per share, and the company’s board reportedly spent much of the weekend sifting through the two offers.

Tribune has about 240 million shares outstanding, according to a regulatory filing.

“The strategic review process was rigorous and thorough,” said William Osborn, a Tribune director who led the review process. “We determined that this course of action provides the greatest certainty for achieving the highest value for all shareholders and is in the best interest of investors and employees.”

The deal has the support of two of Tribune’s largest shareholders, including the Chandler family, which has about a 20 percent stake.

Charles Bobrinskoy, vice chairman of Ariel Capital Management, said his money management firm also would support the Zell deal. Ariel Capital owns about 6.1 percent of Tribune shares.

“These are clearly challenging times for all newspaper companies, but we’re very pleased by today’s announcement and plan to support the proposed transaction,” Mr. Bobrinskoy said.

Tribune said Mr. Zell will use an employee stock ownership plan to finance part of the deal and lower the taxes on any sale. The ESOP, which resembles a profit-sharing plan, will become the majority owner of Tribune once the deal is complete. Mr. Zell will be entitled to buy 40 percent of the company’s common stock.

“I am delighted to be associated with Tribune Co., which I believe is a world-class publishing and broadcasting enterprise,” he said. “As a long-term investor, I look forward to partnering with the management and employees as we build on the great heritage of Tribune Co.”

An ESOP allows the company to borrow money and repay loans using pretax dollars. Payments of both interest and principle are tax-deductible and would create more leverage for a buyer.

“The ESOP can only help pay down this mountain of debt with a positive corporate culture that drives performance but does not deflate the motivation of workers,” said Joseph Blasi, a professor at Rutgers University who is an expert on the structures.

Mr. Zell, 65, made his fortune reviving moribund real estate. After a bidding war culminated in February, he sold his company, Equity Office, to the private equity firm Blackstone Group for $23 billion.

If Tribune decides to accept another buyout offer before its shareholders approve the deal, the company would have to pay Mr. Zell a $25 million breakup fee.

Tribune shares rose 85 cents, or 2.6 percent, to $32.96 in morning trading on the New York Stock Exchange.

Related: Tribune Co. to sell Chicago Cubs

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