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Zell’s Not The Bad Guy In Tribune Co.’s Collapse

By: Mark Fitzgerald

Published: July 27, 2010

CHICAGO

The exhaustive report of the independent examiner in Tribune Co.’s Chapter 11 bankruptcy case doesn’t name names when it charges the 2007 going-private deal may very well have been a “fraudulent conveyance,” that is, so overloaded with debt that the Chicago media giant was insolvent from day one.

But one name is exonerated by the report:  Sam Zell, the real estate mogul who engineered the leveraged buyout that added $8.2 billion to Tribune’s $5 billion debt at the time.

Examiner Kenneth Klee found no credible evidence of dishonesty on the part of Zell and his associates.

Instead, he suggests unnamed executives in the old Tribune Co. management showed “dishonesty and lack of candor” in going ahead with the buyout even as the newspaper industry was entering the worst financial crisis in modern history.

Heaven knows this column is no fan of Mr. Zell and the radiohead chums he gathered around him in Tribune Tower. But the Tribune’s debacle has many fathers, and Zell’s role in the tragedy isn’t even particularly crucial.

What’s clear from the examiner’s report is something a lot of us were saying during the months it took to bring the complicated deal to a close -- the whole thing should simply have been called off.

It’s when you look at why the deal was pushed through that you can see the real authors of the disaster. 

A good place to start is with the Chandler family trusts. They sold to Tribune the poisoned chalice that was the Los Angles Times parent company Times Mirror. And since their true devotion as newspaper owners was not to journalism but tax avoidance, the sale included a tax time bomb that later exploded in the form of a $1 billion payment to the IRS and the sale was structured so it was a low-tax “merger” and the Chandler trusts became partners with Tribune.

Unhappy partners, it quickly turned out. The family agitated for a sale, calculating that its breakup value would be some $65 or so a share, nearly double the stock price at the time.

When no real newspaper company came forward with a substantial bid for Tribune, that should have been the time to abandon the sale. This isn’t hindsight either -- there  were quite a few of us in the business press giving this unsolicited advice at the time.

Of course, the Chandlers or some other stockholder could claim Tribune management failed in its fiduciary duties if the sale was scrubbed. And Zell’s going-private deal offered a way out  for everybody: for the Chandlers to get their pay day, the banks to get their fees and Zell to make a cheap (for him) investment in a storied company that might well have paid off big had these been normal newspaper times. When Zell first disclosed the plan in April it was a “plausible” deal, the examiner determined.

But then the newspaper economy began to crater and the board was about to take a critical second step to close the deal, management,  according to this report, did not relate to the board critical information that undercut its aggressively optimistic earlier projections.

Klee’s report suggests that “one or more of Tribune’s officers breached their fiduciary duties.”

No names are mentioned, but as David Roeder notes in Tuesday’s Chicago Sun-Times, the list of interviews by Klee includes current and former Tribune officers including former Chairman Dennis FitzSimons, former Senior Vice President of Finance Donald Grenesko and current Executive Vice President Nils Larsen. Grenesko and Larsen were interviewed twice, Roeder notes.

None may be as colorful as the cussin’, Ducati motorcycle-ridin’ Zell, but they are candidates for the black hat in this mess, not Sam Zell.


Mark Fitzgerald is editor of E&P. (mfitzgerald@editorandpublisher.com)
 
 
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