McCormick Foundation Hires Blackstone to Review Stake in Tribune

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By: Jennifer Saba

The Robert R. McCormick Tribune Foundation, which owns 11.7% of the Tribune Co., has hired The Blackstone Group as its financial advisor, according to a Securities and Exchange Commission (SEC) filing released today.

The foundation is considering its ownership position in the Chicago-based company and has appointed two board directors independent of Tribune to advise the foundation on its strategy.

?Based upon its and its financial advisor?s evaluation and the course of future developments, the Foundation reserves the right to take such actions as it deems appropriate in light of the circumstances existing at the time,? according to the filing, signed by David L. Grange, the foundation?s president.

Bear Stearns analyst Alexia Quadrani wrote in a note released this morning that the move ?signals a vote of no confidence in current Tribune management, and may also indicate that the auction process … may not be generating as much interest as anticipated.? The deadline for final bids is Jan. 17.

Quadrani wrote that it?s unlikely the foundation is interested in taking over the company; rather it may consider ?liquidating its position in the open market.?

McClatchy?s surprise fire sale of the Star Tribune in Minneapolis for $530 million — Bear Stearns estimates a 7.5 times acquisition multiple — has dampened Tribune?s prospects of unloading some (or all) of its properties. McClatchy paid $1.2 billion for the Star Tribune in 1998.

Bear Stearns rated Tribune ?underweight.?

The Associated Press take on this development follows.

Adding a wrinkle to an already complicated strategic review, a foundation created by a key Tribune Co. empire builder hired its own financial adviser to look over the newspaper publisher’s books.

The Robert R. McCormick Tribune Foundation, a charity founded by the longtime editor and publisher of the Chicago Tribune, disclosed Thursday it created a committee to decide the future of its 11.7 percent stake in Tribune. Tribune announced last fall it was reviewing options thought to include a sale or split of the company.

The foundation said it hired Blackstone Group as a financial adviser and received permission to look over Tribune’s financial records.

Joseph Hays, a spokesman for the McCormick Tribune Foundation, said the entity has a fiduciary duty to protect its Tribune investment, which he said represents a majority of the foundation’s assets, and hired a financial adviser to represent its interests. “The directors felt in the complex situation that’s unfolding here, it just couldn’t do it on its own,” Hays said.

He said the foundation wasn’t set on a particular outcome for its stake in Tribune, but didn’t rule out the foundation making an offer for Tribune or its individual assets.

Tribune has been engaged for months in a review of strategic options amid industrywide pressures on circulation and growth prospects, an unhappy key shareholder group and a sagging stock price.

Tribune shares traded early Thursday morning up 13 cents to $31.13, a decline of about 25 percent in two years. Tribune, which is based in Chicago, has said it plans to recommend a course of action to its board during the first quarter.

Reportedly, few serious buyers have emerged for the company as a whole, and the company has resisted offers to buy individual newspaper assets. Tribune owns more than 10 daily newspapers, 24 television stations and the Chicago Cubs baseball team.

The sudden entry of the foundation – which supports charitable and journalism endeavors – could be awkward for Tribune and its officials. Several Tribune executives, including Chief Executive Dennis FitzSimons, sit on the board of the foundation, which also shares a landmark Chicago office building with Tribune. The foundation said Tribune officials would be excluded from its review process.

The foundation also adds another adviser to the Tribune strategic review. The Chandler family, which also controls a key block of Tribune stock, has its own financial adviser, as does the independent committee of Tribune directors evaluating options for the company.

The foundation’s disclosure, which came in a Securities and Exchange Commission filing, adds to pressure on Tribune from journalism entities. An editorial in the latest issue of the Columbia Journalism Review urged Tribune to get out of the newspaper business entirely, comparing the company’s failures to those of former Defense Secretary Donald Rumsfeld.

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