UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE ` `
April 5, 2021
Via Email
Terry Jimenez
Tribune Publishing Company
560 W. Grand Avenue
Chicago, IL 60654
Re: Tribune Publishing Company
PREM14A preliminary merger proxy statement on Schedule 14A
Filed on March 23, 2021 by Tribune Publishing Company
File No. 001-36230
Schedule 13E-3
Filed on March 23, 2021 by Tribune Publishing Company, et al.
File No. 005-88284
Dear Mr. Jimenez:
We have reviewed the above-captioned filings and have the following
comments. All
defined terms used herein have the same meaning as in the proxy statement filed
under cover of
Schedule 14A. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your filings, by providing the
requested
information or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances, or do not believe
an amendment is
appropriate, please tell us why in your response. After reviewing any amendment
to your filings,
and any information you provide in response to these comments, we may have
additional
comments.
Schedule 13E-3
1. Financial information has been incorporated into Item 13 of the
Schedule 13E-3 by
reference to the proxy statement, which in turn incorporates financial
data by reference
from periodic reports. Under General Instruction F of Schedule 13E-3,
an express
reference must be made to a document that explicitly contains the
required information.
Under Item 16 of Schedule 13E-3 and corresponding Item 1016(a)(5) of
Regulation M-
A, the document from which the information has been so incorporated
also must be filed
as an exhibit. The reference to a copy in General Instruction F
is only intended to
mean the substantive content of information so incorporated as
distinguished from the
controlling requirement to identify the information so incorporated as
an entry on the
exhibit list. Accordingly, please revise the exhibit list.
Terry Jimenez
c/o Tribune Publishing Company
April 5, 2021
Page | 2
Exhibit (a)(1) Preliminary Proxy Statement on Schedule 14A
General
2. The legend required by Rule 13e-3(e)(1)(iii) is required to appear on
the outside front
cover page of the disclosure document that must be distributed to
unaffiliated security
holders under the federal securities laws. Unless the Schedule 13E-3
will be distributed
to unaffiliated security holders, please revise the proxy statement to
include the legend
on the outside front cover page.
3. Please provide the disclosure required by Item 1(b) of Schedule 14A on
the first page of
the proxy statement.
Questions and Answers About the Special Meeting and the Merger, page 15
4. Please revise the disclosure on page 19 to clarify whether the Merger
Proposal and the
Merger Compensation Proposal are non-discretionary for purposes of
determining
whether a broker non-vote has occurred. At present, the disclosure
indicates that the
Adjournment Proposal is non-discretionary and that record holders
do not have
discretion to vote shares on the Merger Proposal or the Merger
Compensation
Proposal if beneficial owners do not provide voting instructions. It is
unclear, however,
what the distinction is between those two characterizations.
Purposes and Reasons of the Purchaser Group for the Merger, page 31
5. Given that the Company, as a privately-held entity, will be relieved of
many of the
expenses, burdens and constraints imposed on companies that are subject
to the public
reporting requirements under the federal securities laws of the United
States, including
the Exchange Act and Sarbanes-Oxley Act of 2002, please revise to
quantify the annual
savings that are expected to be received and identify the constituency
that will become
the beneficiary of such savings. See Item 1013(d) of Regulation M-A and
corresponding Instruction 2 thereto.
6. We note that the Company suffered net operating losses for the fiscal
years ended
December 27, 2020, December 29, 2019 and December 30, 2018. To the
extent net
operating losses exist, or are anticipated to exist before the date a
definitive proxy
statement is filed, please specify the constituency expected to become
the beneficiary of
the Company s and/or its successor s future use of any net operating
loss carryforwards.
Please quantify that benefit to the extent practicable. See Instruction
2 to Item 1013(d)
of Regulation M-A.
Terry Jimenez
c/o Tribune Publishing Company
April 5, 2021
Page | 3
Background of the Merger, page 36
7. We note the following statement on page 42: Bidder C did not at any
time submit a
proposal including a price for any of the Company s businesses.
Please revise to
clarify whether Bidder C submitted any such proposal that did not
include a price.
8. See the quotation in the preceding comment. We note that page 44
contains the
following statement: Following the public announcement of the Merger
Agreement, the
Company received certain indications of interest from various parties in
purchasing
specific newspapers from the Company, including an offer from Bidder C
received on
March 10, 2021 to purchase The Morning Call Media Group for $30 to $40
million.
Please revise your disclosure to resolve the apparent conflict between
these two
statements, or advise us as to why these statements are not conflicting.
Reasons for the Merger; Recommendation of the Company s Special Committee and
Board,
page 45
9. The discussion addresses the fairness of the Merger to the Company
and its
stockholders. Please conform the disclosure here and throughout the
proxy statement
to the standards codified in Item 1014(a) of Regulation M-A by revising
or
supplementing this statement to make clear that the fairness
determination is
consistently directed, as required, at unaffiliated security holders.
Refer also to Rule
13e-3(a)(4), which defines the term unaffiliated security holder.
10. Please revise to state, if true, that the Special Committee and/or the
Board produced the
fairness determination on behalf of the Company. Regardless of any
delegation of
authority to the Special Committee and/or the Board, Item 8 of Schedule
13E-3 and
corresponding Item 1014(a) of Regulation M-A, by their terms, apply
only to the subject
company of the Rule 13e-3 transaction (and any affiliates engaged) as
distinguished
from the Board. The term subject company also has been defined in
Item 1000(f) of
Regulation M-A.
11. Please revise the first bullet of this section to clarify how the
review of the Company s
business, current and projected financial condition, current earnings
and earnings
prospects supports the Special Committee and the Board s belief that
the Merger is fair
to the Company s unaffiliated shareholders. See Instruction 3 to Item
1014 of
Regulation M-A.
12. Please revise the first bullet on page 47 to clarify how the
consideration of the business,
operations, management, financial condition, earnings and prospects of,
and the risks
and challenges facing, the Company, in considering the prospects of
continuing as an
independent company, supports the Special Committee and the Board s
belief that the
Merger is fair to the Company s unaffiliated shareholders. See
Instruction 3 to Item
1014 of Regulation M-A.
Terry Jimenez
c/o Tribune Publishing Company
April 5, 2021
Page | 4
Interests of Certain Persons in the Merger, page 64
13. This section lists certain interests of the Company s directors and
executive officers in
the Merger that may be different from, or in addition to, those of
Company stockholders
generally. The lead-in to the description of those interests,
however, indicates that
[t]hese interests include [those listed interests], among others,
implying that other such
interests exist that are not described in this section. Please advise
us as to whether any
other such interests exist that are not set forth either in this
section or elsewhere in the
proxy statement.
Security Ownership of Certain Beneficial Owners, Directors, and Management,
page 93
14. Footnote 7 to the beneficial ownership table indicates that AGOMF,
AGVRMF and their
affiliates, rather than Randall Smith, beneficially own all of the
Company s shares
issued to him as director compensation because AGOMF is entitled
to receive all of the
economic interest in those shares. Please provide us with the
legal basis on which you
determined that such economic interest vests beneficial ownership in
AGOMF,
AGVRMF and their affiliates rather than Mr. Smith. See Rule 13d-3(a).
Please also
advise us as to whether those shares issued to Mr. Smith are
reflected in the shares
beneficially owned by Alden Global Capital LLC in the table.
* * *
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to me at (202) 551-8729.
Sincerely,
/s/ Valian A.
Afshar
Valian A. Afshar
Special Counsel
Office of
Mergers and Acquisitions
cc: David D Urso, Esq.
Akin Gump Strauss Hauer & Feld
Harold Birnbaum, Esq.
Davis Polk & Wardwell LLP