Large Shareholder to Tribune Publishing: Talk to Gannett About Sale

Tribune Publishing’s second-largest shareholder wants the Chicago-based newspaper company to explore a possible sale to Gannett.

Oaktree Capital Management, a Los Angeles-based investment firm, said Tribune Publishing should “pursue discussions with Gannett to see if an acceptable agreement can be reached,” according to a filing Friday with the Securities and Exchange Commission.

It is the first public statement from Oaktree, which owns 14.8 percent of Tribune Publishing, since Gannett’s unsolicited $815 million offer to acquire the owner of the Chicago Tribune, Los Angeles Times and other papers was made public April 25.

That offer was rejected by Tribune Publishing’s board Wednesday. Chairman Michael Ferro, whose Merrick Media owns a 16.6 percent stake, told the Chicago Tribune Thursday the company was “not for sale.”

“While the company is not for sale, the board is always open to evaluating any credible proposal that it reasonably believes, in good faith, to be in the best interests of the company and its shareholders,” Tribune spokeswoman Dana Meyer said in an emailed statement. “As previously disclosed, the board evaluated the Gannett proposal and concluded that it understates Tribune’s true value and is not a basis for further discussion.”

In the filing, Oaktree also said that if other buyers express interest, Tribune Publishing should be “open to discussions with such parties regarding such an acquisition.” In addition, Oaktree said it expects “to communicate with one or more significant stockholders” about their views.

Gannett, publisher of USA Today and more than 100 newspapers, offered to buy Tribune Publishing for $12.25 per share in an all-cash deal that included the assumption of $390 million in debt. Tribune Publishing’s board voted unanimously to reject the offer.

Ferro became Tribune Publishing’s largest shareholder in early February when his investment firm, Merrick Media, bought a 16.6 percent stake in a $44.4 million deal. Oaktree owns 14.8 percent of Tribune Publishing.

Oaktree built its position in the predecessor Tribune Co. (now Tribune Media), as the company worked through Chapter 11 bankruptcy before emerging at the end of 2012. Tribune Publishing spun off from Tribune Media in August 2014.