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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
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Tribune Publishing Company
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title and Class of Securities)
(CUSIP Number)
ALDEN GLOBAL CAPITAL LLC
885 Third Avenue
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-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
§ 240.13d-7 for other parties to whom copies are to be sent.
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1 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).
Schedule 13D
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1
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NAME OF REPORTING PERSON
Alden Global Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) □
(b) □
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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◻
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
11,544,213
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
11,544,213
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,544,213
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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□
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
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14
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TYPE OF REPORTING PERSON
IA, OO
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Schedule 13D
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1
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NAME OF REPORTING PERSON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) □
(b) □
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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◻
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
11,544,213
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
11,544,213
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,544,213
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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□
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
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14
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TYPE OF REPORTING PERSON
IN
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Amendment No. 2 to Schedule 13D
This Amendment No. 2 (the
“Amendment”) amends and supplements the Schedule 13D filed by the undersigned (as amended, the
“Schedule 13D”) on
November 25, 2019, with the Securities and Exchange Commission (the
“SEC”), as
amended by Amendment No. 1 filed on
December 2, 2019.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed
incorporated by reference in
all other items, as applicable.
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Item 4.
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Purpose of Transaction.
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Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
On
July 1, 2020, Alden Global Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P. (together, the
“Funds”) and Alden entered into an Amended and Restated Cooperation Agreement (the
“Amended and
Restated Cooperation Agreement”) with the Issuer regarding the membership and composition of the Board of Directors of the Issuer (the
“Board”) and related matters. The Issuer and the Funds previously entered into a Cooperation Agreement, dated
December 1, 2019, which expired by its terms on
June 30, 2020.
The Amended and Restated Cooperation Agreement provides, among other things, that: (i) the Board will increase the size of the Board by one director and appoint Randall D. Smith, a founding member of Alden, to fill the
resulting vacancy; and (ii) 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 Issuer’s 2021 annual
meeting of stockholders (the
“2021 Annual Meeting”), which will be held on or before
June 15, 2021. In the event that the Funds’, together with their affiliates’, beneficial ownership of Shares falls below 10.0% of the Issuer’s then outstanding
Shares at any time during the Cooperation Period (as defined below), the directors designated by the Funds shall immediately tender their resignation from the Board and all committees thereof and the Funds will no longer have director designation
rights pursuant to the Amended and Restated Cooperation Agreement. Pursuant to the Amended and Restated Cooperation Agreement, the Board increased the size of the Board by one director and appointed Mr. Smith to fill the resulting vacancy as a
director of the Issuer.
Subject to certain exceptions, the Funds and their affialites will be subject to customary standstill restrictions until the earlier of
June 16, 2021 and the first business day
after the date of the conclusion of the 2021 Annual Meeting (the
“Cooperation Period”), which such restrictions prohibit them from, among other things, (i) acquiring securities of the Issuer if any such acquisition would result in the Funds and their
affiliates beneficially owning more than 33% of the outstanding Shares; (ii) soliciting proxies to vote any securities of the Issuer; (iii) forming or participating in a Section 13(d) group (other than with each other and each other’s respective
affiliates) in connection with the Issuer’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 Issuer.
The prohibitions described in clause (i) above will terminate on the date that any person or Section 13(d) group, other than the Funds and their affiliates, acquires beneficial
ownership of Shares that results in such person or Section 13(d) group beneficially owning 30% or more of the outstanding Shares, and clauses (i), (ii), (iii) and (iv) above will terminate on the date (1) the Issuer executes a definitive agreement
providing for the acquisition of a majority of the outstanding Shares or a majority of the consolidated assets of the Issuer 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 and the Board has not recommended against acceptance of such tender offer.
During the Cooperation Period, the Funds and their affiliates agreed pursuant to the Amended and Restated Cooperation Agreement to vote their Shares in favor of the election of any
director not designated by the Funds and their affiliates (a “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 Issuer.
The Amended and Restated Cooperation Agreement is terminable by the Funds in the event that a person or group that beneficially owns more than 10% of the Shares (a “Related Party Investor”) (A) submits
a valid stockholder proposal (other than a precatory proposal under Rule 14a-8) to bring any business at a meeting of the stockholders of the Issuer or (B) submits a valid notice of nomination to nominate one or more persons for election to the Board
at a meeting of the stockholders of the Issuer. In addition, the Funds may terminate the Amended and Restated Cooperation Agreement if the Issuer enters into a material agreement with a Related Party Investor, other than on terms no less favorable
to the Issuer than would otherwise be obtainable through arms’-length negotiations with a bona fide third party (a “Related Party Agreement”), or amends a Related Party Agreement, other than on terms no less favorable to the Issuer than would
otherwise be obtainable through arms’-length negotiations with a bona fide third party or (ii) amends any voting or standstill agreement with a Related Party Investor (other than to be more restrictive on such Related Party Investor). Furthermore,
the Amended and Restated Cooperation Agreement will terminate if the directors designated by the Funds and their affiliates are not nominated for election at, or are not elected at, the Issuer’s 2021 Annual Meeting.
The foregoing description of the Amended and Restated Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Cooperation Agreement,
which is
incorporated by reference as Exhibit 99.4, and is
incorporated herein by reference.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome
of any discussions referenced in the Schedule 13D, and any limitations imposed by the Amended and Restated Cooperation Agreement, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Issuer’s
securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate.
These actions may include, subject to limitations imposed by the Amended and Restated Cooperation Agreement: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or
relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with
respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of Schedule 13D is hereby amended and restated as follows:
The aggregate percentage of Shares reported as beneficially owned by each person named herein is based upon 36,566,659 Shares outstanding as of
June 5, 2020, which is the total number of Shares outstanding as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
June 8, 2020.
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(a)
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Alden, as the investment manager of the Funds, may be deemed the beneficial owner of the 11,544,213 Shares held directly by the Funds.
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Percentage: 31.6%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 11,544,213
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 11,544,213
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(c)
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There have been no transactions in the Shares on behalf of the Funds during the 60 days prior to the date hereof.
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(a)
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Mr. Freeman, as the President of Alden, may be deemed the beneficial owner of the 11,544,213 Shares held directly by the Funds.
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Percentage: 31.6%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 11,544,213
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 11,544,213
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(c)
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There have been no transactions in the Shares on behalf of the Funds during the 60 days prior to the date hereof.
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(d)
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The limited partners of (or investors in) each of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective Funds
in accordance with their respective limited partnership interests (or investment percentages) in their respective Funds.
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(e)
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Not applicable.
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| Item 6. |
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
Item 7.
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Material to be Filed as Exhibits.
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99.4
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Amended and Restated Cooperation Agreement, dated as of July 1, 2020, by and among Alden Global Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden Global Capital, LLC and Tribune
Publishing Company ( incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Tribune Publishing Company with the SEC on July 2, 2020). |
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Alden Global Capital LLC
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By:
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Name:
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Title:
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President
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