Acquisitions | ACQUISITIONS The San Diego Union-Tribune On May 21, 2015 , the Company completed the acquisition of MLIM, LLC (“MLIM”), the indirect owner of The San Diego Union-Tribune (f/k/a the U-T San Diego ) and nine community weeklies and related digital properties in San Diego County, California, pursuant to the Membership Interest Purchase Agreement (the “Agreement”), dated May 7, 2015, among the Company, MLIM Holdings, LLC, the Papa Doug Trust under agreement dated January 11, 2010, Douglas F. Manchester and Douglas W. Manchester, and MLIM, as amended effective May 21, 2015. As of the closing of the transaction, the Company acquired 100% of the equity interests in MLIM. The stated purchase price was $85 million , consisting of $73 million in cash, subject to a working capital adjustment, and $12 million in Tribune Publishing common stock. The Company financed the $73 million cash portion of the purchase price, less a $2 million preliminary working capital adjustment at close, with a combination of cash-on-hand and funds available under the Company's existing Senior ABL Facility, as defined in Note 10, as well as the net proceeds of the term loan increase as further described in Note 10 . The Company has also recorded an estimated $3 million in additional working capital adjustments due from the seller, that had not been finalized as of the filing date. Prior to the closing of the acquisition, certain assets and liabilities of MLIM related to the business and the operation of The San Diego Union-Tribune , including real property used by the business, were distributed to the seller or its affiliates. Upon the close of the acquisition, MLIM became a wholly-owned subsidiary of the Company, and retained certain liabilities, including certain legal matters and its existing pension obligations, and entered into a lease to use certain real property from the seller. The seller has provided the Company a full indemnity with respect to certain legal matters which were at various states of adjudication at the date of the acquisition. In one such matter, a consolidated class action against a predecessor entity to MLIM which asserts various claims on behalf of home delivery newspaper carriers alleged to have been misclassified as independent contractors, the plaintiffs have been granted a judgment comprised of unreimbursed business expenses, interest and attorney's fees totaling approximately $10 million . The defendant has appealed the judgment. Inasmuch as such judgment represents a liability of the acquired entity which is subject to indemnification, the initial purchase price allocation reflects the assignment of $10 million to both the litigation judgment liability and the seller indemnification asset and is reflected in the Consolidated and Combined Balance Sheet as other long-term assets and other obligations. On the closing of the acquisition, the Company entered into a Registration Rights Agreement with the seller, whereby the seller would be entitled to certain registration rights with respect to the shares of common stock of the Company acquired in connection with the Agreement. As part of the acquisition, the Company became the sponsor of a single-employer defined benefit plan, The San Diego Union-Tribune, LLC Retirement Plan (the “San Diego Plan”). The San Diego Plan provides benefits to certain current and former employees of The San Diego Union-Tribune. Future benefits under the plan have been frozen since January 31, 2009. As of June 28, 2015, the estimated underfunded status of the San Diego Plan was $109.0 million which is based upon the January 4, 2015 actuarial determination completed by the seller, adjusted for current year pre-acquisition activity. The allocation of the purchase price presented below is based upon management’s preliminary estimates. As of the filing date of this report, the determination of the fair value of the assets acquired and liabilities assumed and the funded status of the pension plan assumed have not been completed. The definite-lived intangible assets are expected to be amortized over a total weighted average period of nine years that includes a three to six year life for subscriber relationships, a three to eleven year life for advertiser relationships and a one year life for other customer relationships. The acquired property and equipment will be depreciated on a straight-line basis over its estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future cost and revenue synergies. The entire amount of purchase price allocated to intangible assets and $23.9 million of goodwill will be deductible for tax purposes pursuant to Internal Revenue Code Section 197 over a 15 year period. At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands): Consideration for acquisition, less cash acquired and working capital adjustments $ 78,708 Less: Shares issued for acquisition (11,039 ) Cash consideration for acquisition $ 67,669 Allocated Fair Value of Acquired Assets and Assumed Liabilities Accounts receivable and other current assets $ 11,782 Property, plant and equipment 241 Intangible assets subject to amortization: Subscriber relationships (useful life of 3 to 6 years) 9,873 Advertiser relationships (useful life of 3 to 11 years) 14,605 Other customer relationships (useful life of 1 year) 529 Mastheads and intangible assets not subject to amortization 43,945 Deferred taxes 43,617 Other long-term assets 10,000 Accounts payable and other current liabilities (19,818 ) Pension and postemployment benefits liability (109,042 ) Other long-term liabilities (12,393 ) Total identifiable net assets (liabilities) (6,661 ) Goodwill 85,369 Total net assets acquired $ 78,708 The Company included the results of operations of MLIM in the Consolidated and Combined Financial Statements beginning on the closing date of the acquisition. For the three and six months ended June 28, 2015, the revenues from MLIM were $14.7 million and the total operating expenses were approximately $14.8 million . The pro forma effect of the acquisition is not material to the Company’s Consolidated and Combined Financial Statements. |