Item 5. | Interest in Securities of the Issuer |
(a) and (b)
The information contained on the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
Ownership percentages set forth in this Schedule 13D are based upon a total of 25,423,126 shares of common stock of the Issuer issued and outstanding as of August 4, 2014, upon the closing of the spin-off, as reported in the Issuer’s Information Statement filed as an exhibit to the Issuer’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 21, 2014.
Oaktree Tribune directly holds 4,691,371 Common Shares, representing approximately 18.5% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of such Common Shares.
AIF Investments, in its capacity as the general partner of Oaktree Tribune, has the ability to direct the management of Oaktree Tribune’s business, including the power to vote and dispose of securities held by Oaktree Tribune; therefore, AIF Investments may be deemed to beneficially own Oaktree Tribune’s Subject Shares.
AIF Holdings, in its capacity as the general partner of AIF Investments, has the ability to direct the management of AIF Investments’s business, including the power to direct the decisions of AIF Investments regarding the voting and disposition of securities held by Oaktree Tribune; therefore, AIF Holdings may be deemed to have indirect beneficial ownership of Oaktree Tribune’s Subject Shares.
OCGH, in its capacity of the holder of all of the voting shares of AIF Holdings, has the ability to appoint and remove the directors and direct the management of the business of AIF Holdings. As such, OCGH has the power to direct the decisions of AIF Holdings regarding the voting and disposition of securities held by Oaktree Tribune; therefore, OCGH may be deemed to have indirect beneficial ownership of Oaktree Tribune’s Subject Shares.
FIE directly holds 4,576 Common Shares, representing less than 0.1% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of such Common Shares.
GP, in its capacity as the general partner of FIE, has the ability to direct the management of FIE's business, including the power to direct the decisions of FIE regarding the voting and disposition of securities held by FIE; therefore, GP may be deemed to beneficially own FIE’s Subject Shares.
GP I, in its capacity as the managing member of GP, has the ability to direct the management of GP’s business, including the power to vote and dispose of securities held by FIE; therefore GP I may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to vote and dispose of securities held by FIE; therefore Capital I may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
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Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the voting and disposition of securities held by FIE; therefore Holdings I may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holdings I’s business, including the power to direct the decisions of Holdings I regarding the voting and disposition of securities held by FIE; therefore Holdings may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
OCG, in its capacity as managing member of Holdings, has the ability to direct the management of Holdings’s business, including the power to direct the decisions of Holdings regarding the voting and disposition of securities held by FIE; therefore OCG may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
OCGH GP, (i) in its capacity as the duly elected manager of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the voting and disposition of securities held by FIE; and, (ii) in its capacity as the general partner of OCGH, has the ability to direct the management of OCGH’s business, including the power to direct the decisions of OCGH regarding the voting and disposition of securities held by Oaktree Tribune. Therefore OCGH GP may be deemed to have indirect beneficial ownership of the Subject Shares owned directly by Oaktree Tribune and FIE, respectively.
(c)
Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.
(d) and (e)
Not applicable.
Item 6. | Interest in Securities of the Issuer |
The description of the Distribution contained in Item 3 above is hereby incorporated by reference into this Item 6.
In connection with the Distribution, on August 4, 2014, the Issuer, Oaktree Tribune, entities affiliated with JPMorgan Chase Bank, N.A. (the “JPMorgan Entities”) and investment funds managed by Angelo, Gordon & Co., L.P. (the “Angelo Gordon Funds”, and together with the Oaktree Funds and the JPMorgan Entities, the “Stockholders”) entered into a registration rights agreement (the “Registration Rights Agreement”), which granted the Stockholders specified demand and piggyback registration rights with respect to the Issuer’s securities. Under the Registration Rights Agreement, the Issuer is required to use reasonable best efforts to effect the registration under the Securities Act of 1933, as amended (the “Securities Act”), of its Common Stock as requested by the Stockholders, at the Issuer’s expense. In addition, if the Issuer determines to register its Common Stock under the Securities Act, such holders will have the right to require the Issuer to use its reasonable best efforts, subject to certain limitations, to include in its registration statement shares of its Common Stock held by them. The Registration Rights Agreement also provides that the Issuer shall indemnify certain of its stockholders in connection with any registration of Common Shares held by such stockholders.
This foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Registration Rights Agreement, which is included as Exhibit 2 and incorporated herein by reference.
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Item 7. | Material to be filed as Exhibits |
The following are filed herewith as Exhibits to this Schedule 13D:
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Exhibit 2 | Registration Rights Agreement, between Tribune Publishing Company and the Stockholders party thereto, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 7, 2014). |