UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
June 3, 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. 4 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, that certain Amendment No. 2 filed with the Securities and Exchange Commission on May 18, 2016, and that certain Amendment No. 3 filed with the Securities and Exchange Commission on May 23, 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. 4) 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 June 3, 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 June 3 Letter to the Board) reiterating 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, objecting to the Issuers persistent mischaracterization of the Reporting Persons position with respect to the Gannett proposal, and setting forth the Reporting Persons willingness to sell their Common Shares. A copy of the June 3 Letter to the Board is attached hereto as Exhibit 1 and incorporated herein by reference. The description herein of the June 3 Letter to the Board is qualified in its entirety by reference to the full text of such letter.
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 June 3, 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: June 3, 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 S. Grand Avenue, 28th floor
Los Angeles, California 90071
June 3, 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
Mr. Richard A. Reck
Dr. Patrick Soon-Shiong
Mr. Donald Tang
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 write to reiterate our belief that you should establish an independent committee with its own independent advisors, free of any influence or affiliation with Mr. Ferro or Mr. Soon-Shiong, to consider Gannetts proposal and determine Tribunes response. Your failure to do so thus far evidences gross disregard for your duties to shareholders.
We write also to object yet again to your persistent mischaracterization of our position with respect to the Gannett offer. We believe that an independent committee of the board should engage constructively with Gannett and that if it does so, Gannett may ultimately be willing to increase its current offer of $15 per share. You continue to state that our failure to embrace a purported anonymous offer of $15 per share communicated to us orally by Mr. Ferro, the validity of which we had no ability to assess and only hours to consider, clearly indicates they agree with the Board that Tribune shares are worth more than Gannetts proposal. As we have communicated repeatedly, we do believe that Gannett may be willing to pay more than $15 per share, but only if the board engages constructively. Your suggestion that Oaktree supports the boards current posture is patently false and misleading.
Lest there be any doubt, however, we would sell our shares at $15 per share and believe that all shareholders should be afforded the opportunity to do so if the only alternative is to rely on your continued leadership of the company.
Given the substantial number of shareholders that withheld votes at yesterdays shareholder meeting, and the shareholder concerns expressed at that meeting, its clear that many shareholders share our views.
Very truly yours,
/s/ John B. Frank
John B. Frank
Vice Chairman