The last day of 2012 is the first of a new era for Tribune Co.
After spending more than four years embroiled in a contentious Chapter 11 bankruptcy case, the reorganized Chicago-based media company will emerge Monday under new owners and a newly appointed board, freed from its massive debt and facing an uncertain future.
Senior creditors Oaktree Capital Management, Angelo, Gordon & Co. and JPMorgan Chase & Co. are set to take control of Tribune Co.’s storied portfolio of publishing and broadcasting assets, including the Chicago Tribune, officials said.
It was an almost anticlimactic end to a long and painful chapter in Tribune Co.’s 165-year history. Late Sunday, the new Tribune Co. named its board of directors, filed notification with the Delaware bankruptcy court where the bulk of legal wrangling took place and declared its existence.
“It took a long time to get here,” said Ken Liang, a managing director at Oaktree and a new member of the board. “It was a tough restructuring. We’re pretty excited about the exit.”
The new board also will include Tribune Co. CEO Eddy Hartenstein; Ross Levinsohn, who recently left as interim chief executive of Yahoo Inc.; Craig Jacobson, a well-known entertainment lawyer; Peter Murphy, a former strategy executive at Walt Disney Co. and Ceasars Entertainment; Bruce Karsh, Oaktree president; and Peter Liguori, a former top television executive at Fox and Discovery.
Liguori is expected to be named chief executive of Tribune Co. going forward.
Hartenstein, who is publisher of the Los Angeles Times, has been CEO of Tribune Co. since May 2011. He will remain in the role until the board convenes its first meeting in the next several weeks, where it will name the company’s executive officers, according to a company statement.
“Tribune will emerge from the bankruptcy process as a multi-media company with a great mix of profitable assets, strong brands in major markets and a much-improved capital structure,” Hartenstein said in the statement.
Tribune Co. owns 23 television stations, including WGN-Ch. 9, WGN America, eight daily newspapers and other media assets, all of which the reorganization plan valued at $4.5 billion after cash distributions and new financing. Eventually, all the assets are expected to be sold, according to the new owners.
They take the reins of a company that saw its worth essentially cut in half since 2007, when Chicago billionaire Sam Zell took it private in an $8.2 billion leveraged buyout. The rapid decline was mostly due to falling newspaper valuations in the face of digital competition. The anticipated hiring of Liguori suggests that broadcasting will be the operational focus going forward, according to several media analysts.
Los Angeles-based Oaktree, the largest shareholder, with about 23 percent of the equity, appointed two of seven board members. Both Angelo Gordon and JPMorgan have roughly a 9 percent stake and appointed one seat each. The three jointly appointed two more board members, with the final seat occupied by the chief executive.
Among the outgoing board members is Zell, whose deal was seen at the time as an alternative to the squabbles within Tribune Co. that threatened to break apart the then-publicly traded company. But the Great Recession and plummeting advertising revenues across all media, especially the struggling newspaper industry, made the company’s resulting $13 billion debt load untenable.
Tribune Co. filed for Chapter 11 bankruptcy protection in December 2008. Zell blamed a “perfect storm” of industry and economic forces. But the bankruptcy case turned on charges leveled by junior creditors that saddling the company with such a debt burden left it insolvent from the outset.
Led by an aggressive distressed debt fund called Aurelius Capital Management, the junior creditors pressed litigation that stretched out the case for three and a half years in a Delaware court before U.S. Bankruptcy Judge Kevin Carey confirmed the reorganization plan in July. An emergency appeal to stay that decision was dismissed by the 3rd U.S. Circuit Court of Appeals in September. In November, the Federal Communications Commission signed off on waivers needed to transfer Tribune Co.’s broadcast properties to the new ownership, clearing the last hurdle to its emergence from Chapter 11.
“Usually, bankruptcy cases like this take much less time and cost less money,” said Douglas Baird, a bankruptcy expert and law professor at the University of Chicago.
Baird said legal fees for most large corporate bankruptcies run 3 to 4 percent of the company’s total worth. The Tribune Co. case, which will likely cost the company more than $500 million in legal and other professional fees, was more than twice that percentage, due to both the extended litigation and the company’s declining valuation.
Before cash distributions and new financing, a 2012 analysis by financial adviser Lazard valued the broadcasting assets, including the TV stations, WGN-AM 720, CLTV and national cable channel WGN America, at $2.85 billion. Other strategic assets, such as online job site CareerBuilder and cable channel Food Network, are worth $2.26 billion.
Tribune Co.’s newspaper holdings, including the Tribune, Los Angeles Times and six other daily publications, have withered to $623 million in total value, according to Lazard. In 2006, entertainment mogul David Geffen made a $2 billion cash offer for the Los Angeles Times.
