0001193125-16-598102.txt : 20160523 0001193125-16-598102.hdr.sgml : 20160523 20160523060601 ACCESSION NUMBER: 0001193125-16-598102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160523 DATE AS OF CHANGE: 20160523 GROUP MEMBERS: OAKTREE AIF HOLDINGS, L.P. GROUP MEMBERS: OAKTREE AIF INVESTMENTS, L.P. GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS, L.P. GROUP MEMBERS: OAKTREE CAPITAL GROUP, LLC GROUP MEMBERS: OAKTREE CAPITAL I, L.P. GROUP MEMBERS: OAKTREE FUND GP I, L.P. GROUP MEMBERS: OAKTREE FUND GP, LLC GROUP MEMBERS: OAKTREE HOLDINGS, LLC GROUP MEMBERS: OCM FIE, LLC GROUP MEMBERS: OCM HOLDINGS I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tribune Publishing Co CENTRAL INDEX KEY: 0001593195 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 383919441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88284 FILM NUMBER: 161667718 BUSINESS ADDRESS: STREET 1: 435 NORTH MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312 222 9100 MAIL ADDRESS: STREET 1: 435 NORTH MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oaktree Tribune, L.P. CENTRAL INDEX KEY: 0001616527 IRS NUMBER: 800835265 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D/A 1 d148798dsc13da.htm SC 13D/A SC 13D/A

 

 

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 person’s 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 Gannett’s proposal and determine the Issuer’s 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
EX-99.1 2 d148798dex991.htm EXHIBIT 1 Exhibit 1

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 Gannett’s 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 Gannett’s statement saying that Gannett had engaged “in the reckless use of false and misleading comments” about the May 12 meeting and that Gannett’s Chairman and CEO were “misleading investors with half-truths and conjecture.”

We have also read in Gannett’s proxy materials that Mr. Ferro has stated that Tribune is not for sale at any price, and, according to Politico’s 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. It’s 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 Gannett’s proposal and determine Tribune’s 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

EX-99.2 3 d148798dex992.htm EXHIBIT 2 Exhibit 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. Dearborn’s 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 Tribune’s directors, assisted by independent advisors, to evaluate and respond to Gannett’s proposal. Given the circumstances, we can’t imagine any rationale to the contrary consistent with the Board’s duty to shareholders.

We also want to correct two misstatements in Mr. Dearborn’s 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