Item 1.01 Entry into a Material Definitive Agreement
On July 1, 2020, Tribune Publishing Company, a Delaware corporation (the “Company”), entered into an Amended and Restated Cooperation Agreement (the “Amended and Restated Cooperation Agreement”) with Alden Global Opportunities Master Fund, L.P., a Cayman Islands limited partnership (“AGOMF”), Alden Global Value Recovery Master Fund, L.P., a Cayman Islands limited partnership (together with AGOMF, the “Alden Funds”), and Alden Global Capital LLC, a Delaware limited liability company, regarding the membership and composition of the Board of Directors of the Company (the “Board”) and related matters. The Company and the Alden Funds previously entered into a Cooperation Agreement, dated December 1, 2019, which expired by its terms on June 30, 2020. Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Amended and Restated Cooperation Agreement.
The Amended and Restated Cooperation Agreement provides, among other things, that:
•The Board will increase the size of the Board by one director and appoint Randall D. Smith to fill the resulting vacancy.
•Subject to certain conditions, the Board will nominate each of Dana Goldsmith Needleman, Christopher Minnetian, and Mr. Smith (or their successors, if applicable) for election to the Board at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”), which will be held on or before June 15, 2021.
•Subject to certain exceptions, the Alden Funds will be subject to customary standstill restrictions until the conclusion of the 2021 Annual Meeting (the “Cooperation Period”), which such restrictions prohibit them from, among other things, (i) acquiring securities of the Company if any such acquisition would result in the Alden Funds beneficially owning more than 33% of the outstanding shares of common stock, par value $0.01 per share, of the Company (“Common Stock”); (ii) soliciting proxies to vote any securities of the Company; (iii) forming or participating in a Group in connection with the Company’s voting securities; or (iv) otherwise acting alone, or in concert with others, to seek to control or knowingly influence the management, Board, or policies of the Company. The prohibitions described in clause (i) above will terminate on the date that, among other things any person or Group, other than the Alden Funds and their affiliates, acquires beneficial ownership of shares of Common Stock that results in such person or Group beneficially owning 30% or more of the Company’s then-outstanding shares of Common Stock, and the prohibitions in clauses (i), (ii), (iii) and (iv) above will terminate on the date that (1) the Company executes a definitive agreement providing for the acquisition of a majority of the outstanding shares of Common Stock or a majority of the consolidated assets of the Company and its subsidiaries or (2) 10 business days after commencement of a tender offer that, if consummated, would result in the offeror acquiring a majority of the outstanding shares of Common Stock and the Board has not recommended against acceptance of such tender offer.
•During the Cooperation Period, the Alden Funds will vote their shares of Common Stock in favor of any Company Director or any nominee designated by the Compensation, Nominating and Corporate Governance Committee of the Board and against the removal of any Company Director, in each case, at any meeting of the stockholders of the Company.
The foregoing description of the Amended and Restated Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference in its entirety.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the Amended and Restated Cooperation Agreement described above in Item 1.01, the Board increased the size of the Board by one director and appointed Randall D. Smith to fill the resulting vacancy as a director of the Company, effective immediately.
Randall D. Smith, 77, is a founding member of Alden Global Capital LLC, a private investment firm based in New York. Mr. Smith has been investing in event driven, value and emerging market securities for more than 50 years. Mr. Smith graduated from Cornell University and received an MBA from the Wharton School of the University of Pennsylvania.
For his service as non-employee director, Mr. Smith will be entitled to receive compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 7, 2020.
There are no related party transactions between the Company and Mr. Smith that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD
On July 2, 2020, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto, addressing the matters described in this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed as part of this report:
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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