UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
TRIBUNE PUBLISHING CO
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
896082 104
(CUSIP Number)
Todd E. Molz
General Counsel, Chief Administrative Officer and Secretary
Oaktree Capital Group Holdings GP, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 20, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 896082 104 | SCHEDULE 13D/A | PAGE 2 OF 5 PAGES |
This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on August 14, 2014, as amended by that certain Amendment No. 1 filed with Securities and Exchange Commission on May 6, 2016, and that certain Amendment No. 2 filed with the Securities and Exchange Commission on May 18, 2016 (collectively, this Schedule 13D), by (i) Oaktree Tribune, L.P., a Delaware limited partnership, (ii) Oaktree AIF Investments, L.P., a Delaware limited partnership, (iii) Oaktree AIF Holdings, Inc., a Delaware corporation, (iv) Oaktree Capital Group Holdings, L.P., a Delaware limited partnership, (v) OCM FIE, LLC, a Delaware limited liability company, (vi) Oaktree Fund GP, LLC, a Delaware limited liability company, (vii) Oaktree Fund GP I, L.P., a Delaware limited partnership, (viii) Oaktree Capital I, L.P., a Delaware limited partnership, (ix) OCM Holdings I, LLC, a Delaware limited liability company, (x) Oaktree Holdings, LLC, a Delaware limited liability company, (xi) Oaktree Capital Group, LLC, a Delaware limited liability company, and (xii) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (collectively, the Reporting Persons), with respect to the common stock, par value $0.01 per share (the Common Shares) of Tribune Publishing Company, a Delaware corporation (the Issuer).
The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 3) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 of this Schedule 13D is hereby amended to include the following information:
On each of May 20 and May 22, 2016, Oaktree Capital Management, L.P., on behalf of the Reporting Persons, sent a letter to the board of directors (the Board) of the Issuer (the May 20 Letter to the Board and the May 22 Letter to the Board) setting forth the Reporting Persons belief that the Board should establish an independent committee with its own independent advisors to consider Gannetts proposal and determine the Issuers response, and addressing certain related matters. A copy of the May 20 Letter to the Board is attached hereto as Exhibit 1 and incorporated herein by reference. A copy of the May 22 Letter to the Board is attached hereto as Exhibit 2 and incorporated herein by reference. The description herein of the May 20 Letter to the Board and the May 22 Letter to the Board is qualified in its entirety by reference to the full text of such letters.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
The following documents are filed as exhibits to this Schedule 13D:
Exhibit 1: | Letter to the Board of Directors of the Issuer dated May 20, 2016 | |
Exhibit 2: | Letter to the Board of Directors of the Issuer dated May 22, 2016 |
CUSIP No. 896082 104 | SCHEDULE 13D/A | PAGE 3 OF 5 PAGES |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 22, 2016
OAKTREE TRIBUNE, L.P. | ||
By: |
Oaktree AIF Investments, L.P. | |
Its: |
General Partner | |
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Vice President | |
OAKTREE AIF INVESTMENTS, L.P. | ||
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Vice President | |
OAKTREE AIF HOLDINGS, INC. | ||
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Vice President | |
OAKTREE CAPITAL GROUP HOLDINGS, L.P. | ||
By: |
Oaktree Capital Group Holdings GP, LLC | |
Its: |
General Partner | |
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Vice President |
CUSIP No. 896082 104 | SCHEDULE 13D/A | PAGE 4 OF 5 PAGES |
OCM FIE, LLC | ||
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Authorized Signatory | |
OAKTREE FUND GP, LLC | ||
By: |
Oaktree Fund GP I, L.P. | |
Its: |
Managing Member | |
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Authorized Signatory | |
OAKTREE FUND GP I, L.P. | ||
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Authorized Signatory | |
OAKTREE CAPITAL I, L.P. | ||
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Vice President | |
OCM HOLDINGS I, LLC | ||
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Vice President | |
OAKTREE HOLDINGS, LLC | ||
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Vice President |
CUSIP No. 896082 104 | SCHEDULE 13D/A | PAGE 5 OF 5 PAGES |
OAKTREE CAPITAL GROUP, LLC | ||
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Vice President | |
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
By: |
/s/ Jordan Mikes | |
Name: |
Jordan Mikes | |
Title: |
Vice President |
Exhibit 1
Oaktree Capital Management, L.P.
333 South Grand Avenue, 28th floor
Los Angeles, California 90071
May 20, 2016
Ms. Carol Crenshaw
Mr. Justin C. Dearborn
Mr. David E. Dibble
Mr. Michael W. Ferro, Jr.
Mr. Philip G. Franklin
Mr. Eddy W. Hartenstein
Ms. Renetta McCann
Mr. Richard A. Reck
Mr. Donald Tang
Ms. Ellen Taus
c/o Ms. Julie K. Xanders
Executive Vice President, General Counsel & Secretary
Tribune Publishing Company
435 North Michigan Avenue
Chicago, Illinois 60611
Dear Directors of Tribune Publishing Company:
We have read with great concern the conflicting accounts of the May 12 meeting between Tribune Chairman Michael Ferro and Gannett Chairman John Louis and President Robert Dickey relating to Gannetts proposal to acquire Tribune Publishing Company.
As you know, Gannett filed proxy materials today reporting that at that meeting Mr. Ferro stated that a business combination between Gannett and Tribune could make sense as long as Mr. Ferro would have a significant role and was its largest shareholder. Gannett also reports that Mr. Ferro went on to state he was unwilling to engage in a process unless he, personally, would get a piece of the action.
We are aware that Tribune has responded to Gannetts statement saying that Gannett had engaged in the reckless use of false and misleading comments about the May 12 meeting and that Gannetts Chairman and CEO were misleading investors with half-truths and conjecture.
We have also read in Gannetts proxy materials that Mr. Ferro has stated that Tribune is not for sale at any price, and, according to Politicos May 19 story, Mr. Ferro supposedly told about five dozen Los Angeles Times sales employees in a May 17 meeting that he is working on a bid to take over Gannett. Its not clear from the story if Mr. Ferro was said to be describing a potential bid by Tribune or a separate group organized by Mr. Ferro.
In light of these circumstances, we believe it incumbent upon the board to establish an independent committee with its own independent advisors, free, in each case, of any influence from Mr. Ferro or any other shareholder, to consider Gannetts proposal and determine Tribunes response. Given the need for that committee to act as fiduciaries for all shareholders, focused on achieving the best result for all shareholders, rather than the result favored by Mr. Ferro or any other particular shareholder, we do not believe that Mr. Ferro, Mr. Dearborn, Ms. Crenshaw, Mr. Reck or Mr. Tang have the requisite capacity to act as disinterested fiduciaries for Tribune shareholders.
The developments since our Wednesday letter to you have only caused us to believe more strongly that a negotiated transaction with Gannett is in the best interests of all Tribune shareholders.
Very truly yours,
/s/ John B. Frank |
John B. Frank Vice Chairman |
2
Exhibit 2
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th floor
Los Angeles, California 90071
May 22, 2016
Ms. Carol Crenshaw
Mr. Justin C. Dearborn
Mr. David E. Dibble
Mr. Michael W. Ferro, Jr.
Mr. Philip G. Franklin
Mr. Eddy W. Hartenstein
Ms. Renetta McCann
Mr. Richard A. Reck
Mr. Donald Tang
Ms. Ellen Taus
c/o Ms. Julie K. Xanders
Executive Vice President, General Counsel & Secretary
Tribune Publishing Company
435 North Michigan Avenue
Chicago, Illinois 60611
Dear Directors of Tribune Publishing Company:
We are in receipt of Mr. Dearborns letter dated May 22, 2016. It fails to address the substance of our letters dated May 18 and 20 and mischaracterizes our position.
Suffice it to note that, as the largest shareholder of Tribune unassociated with Mr. Ferro, and unaffected by the motivations that may affect someone trying to maintain management control, we continue to believe it would be in the best interests of all Tribune shareholders for an independent committee of Tribunes directors, assisted by independent advisors, to evaluate and respond to Gannetts proposal. Given the circumstances, we cant imagine any rationale to the contrary consistent with the Boards duty to shareholders.
We also want to correct two misstatements in Mr. Dearborns letter. First, we have never received a $15 per share offer from an independent third party. On Friday, May 20, Mr. Ferro asked us if we would sell our shares to an unidentified party who, he claimed, would offer to buy them. We declined to entertain such an offer, in significant part because we believe that a better price than $15 per share would be available if the Tribune Board would engage constructively with Gannett. We do not know anything about the identity of the purported buyer or whether a transaction could have been arranged. Nor do we know whether the purported buyer was independent of Mr. Ferro. Second, your statement about coordinated behavior is, plainly and simply, wrong. Oaktree is pursuing only the interests of the funds it manages. We believe these interests are the same as the interests of all other Tribune shareholders unaffiliated with Tribune management.
Very truly yours, |
/s/ John B. Frank |
John B. Frank |
Vice Chairman |