0001193125-16-612710.txt : 20160603 0001193125-16-612710.hdr.sgml : 20160603 20160603163934 ACCESSION NUMBER: 0001193125-16-612710 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160603 DATE AS OF CHANGE: 20160603 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: 161696262 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 d180292dsc13da.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. 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 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. 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 Gannett’s proposal and determine the Issuer’s response, objecting to the Issuer’s 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
EX-99.1 2 d180292dex991.htm EXHIBIT 1 Exhibit 1

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 Gannett’s proposal and determine Tribune’s 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 Gannett’s 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 board’s 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 yesterday’s shareholder meeting, and the shareholder concerns expressed at that meeting, it’s clear that many shareholders share our views.

Very truly yours,

/s/ John B. Frank

John B. Frank

Vice Chairman