4//SEC Filing
Alden Global Capital LLC 4
Accession 0000899243-21-020791
CIK 0001593195other
Filed
May 25, 8:00 PM ET
Accepted
May 26, 9:09 PM ET
Size
26.4 KB
Accession
0000899243-21-020791
Insider Transaction Report
Form 4
Alden Global Capital LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2021-05-24−11,554,306→ 0 total(indirect: See Footnotes) - Award
Common Stock
2021-05-24$17.25/sh+26,183,280$451,661,580→ 1 total(indirect: See Footnotes) - Other
Common Stock
2021-05-24−5,198,925→ 0 total(indirect: See Footnotes) - Other
Common Stock
2021-05-24−6,355,381→ 0 total(indirect: See Footnotes) - Other
Common Stock
2021-05-24+11,554,306→ 11,554,306 total(indirect: See Footnotes) - Award
Option (Right to buy)
2021-05-24−15,522→ 0 total(indirect: See Footnotes)Exercise: $14.87→ Common Stock (15,522 underlying)
Freeman Heath
10% Owner
Transactions
- Other
Common Stock
2021-05-24−6,355,381→ 0 total(indirect: See Footnotes) - Other
Common Stock
2021-05-24+11,554,306→ 11,554,306 total(indirect: See Footnotes) - Award
Common Stock
2021-05-24$17.25/sh+26,183,280$451,661,580→ 1 total(indirect: See Footnotes) - Other
Common Stock
2021-05-24−5,198,925→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2021-05-24−11,554,306→ 0 total(indirect: See Footnotes) - Award
Option (Right to buy)
2021-05-24−15,522→ 0 total(indirect: See Footnotes)Exercise: $14.87→ Common Stock (15,522 underlying)
Footnotes (10)
- [F1]This Form 4 is filed jointly by Alden Global Capital LLC ("Alden") and Heath Freeman, the President of Alden (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of securities of Tribune Publishing Company (the "Issuer") reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of securities of the Issuer for purposes of Section 16 or for any other purpose.
- [F10]Consists of (i) 25,404,856 shares of Company Common Stock that were canceled pursuant to the Merger and automatically converted into the right to receive the Merger Consideration, and (ii) 778,424 shares of Company Common Stock underlying Company RSUs that were automatically canceled pursuant to the Merger and converted into the right of the holders to receive an amount equal to the product of (i) the Merger Consideration, and (ii) the number of shares of Company Common Stock underlying such Company RSUs.
- [F2]On May 24, 2021, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Tribune Enterprises, LLC ("Parent"), and Tribune Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving company and as a wholly owned subsidiary of Parent. The Issuer duly filed a certificate of merger with the Delaware Secretary of State on May 24, 2021, at which time the Merger became effective (the "Effective Time"). Pursuant to the Merger Agreement, at the Effective Time, each share of the Issuer's issued and outstanding Common Stock ("Company Common Stock") (other than the Excluded Shares (as defined below) and the Dissenting Shares (as defined below)), was canceled and converted automatically into the right to receive $17.25 in cash, without interest (subject to any applicable withholding tax) (the "Merger Consideration").
- [F3](Continued from footnote 2) Each share of Company Common Stock (i) owned by (x) Parent or any of its affiliates or associates or (y) the Issuer, as treasury stock, immediately prior to the Effective Time (collectively, the "Excluded Shares") or (ii) held by stockholders who have not voted in favor of the Merger and have properly and validly perfected their statutory rights of appraisal (the "Dissenting Shares") in accordance with Section 262 of the Delaware General Corporation Law, was canceled and ceased to exist.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase shares of Company Common Stock (each, a "Company Option") outstanding immediately prior to the Effective Time, whether or not exercisable or vested, was automatically canceled and converted into the right to receive an amount in cash equal to the product of (a) the amount by which the Merger Consideration exceeded the applicable exercise price per share of Company Common Stock of such Company Option, and (b) the number of shares of Company Common Stock issuable in respect of such fully vested Company Option as of immediately prior to the Effective Time and (ii) each restricted stock unit entitling the holder to delivery of shares of Company Common Stock, subject to satisfaction of vesting or other forfeiture conditions (each, a "Company RSU") that was outstanding immediately prior to the Effective Time, whether or not vested, was automatically canceled and converted into the right to receive an
- [F5](Continued from footnote 4) amount in cash equal to the product of (a) the Merger Consideration, and (b) the number of shares of Company Common Stock underlying such Company RSU (and then adding, if applicable, the value of any dividend-equivalent rights accrued with respect to such Company RSU as of the Effective Time), in each case subject to applicable withholding tax.
- [F6]Parent, which is party to the Merger Agreement, is owned by (i) Alden Global Opportunities Master Fund, L.P., ("AGOMF"), (ii) Alden Global Value Recovery Master Fund, L.P ("AGVRMF"), and (iii) Turnpike Limited ("Turnpike"), for each of whom Alden serves as investment adviser.
- [F7]On May 24, 2021, prior to the Effective Time, AGOMF and AGVRMF transferred all of the shares of Company Common Stock directly held by them to Tribune Holdco, LLC ("Holdco"), in exchange for membership interests in Holdco ("Holdco Interests") and certain promissory notes. Immediately prior to such transfers, Holdco was a direct, wholly owned subsidiary of Parent. The previously disclosed 10,093 shares of Company Common Stock held by Randall D. Smith for the benefit of AGOMF and for which AGOMF was entitled to receive all of the economic interest were also contributed to Holdco on behalf of AGOMF. Following such transfers, AGOMF transferred a portion of its Holdco Interests to AGVRMF and Turnpike, after which AGOMF, AGVRMF and Turnpike each contributed all of their Holdco Interests to Parent. Following such contribution, Holdco was again a direct, wholly owned subsidiary of Parent.
- [F8]At the Effective Time, all of the shares of Company Common Stock held by Holdco were converted into a fraction of a share of common stock of the surviving corporation in the Merger, which was immediately cancelled for no consideration.
- [F9]Prior to the Effective Time, Tribune Intermediate Holdco, LLC ("Intermediate Holdco"), a wholly owned subsidiary of Holdco, directly held all of the shares of common stock of Merger Sub. At the Effective Time, pursuant to the terms of the Merger Agreement, all of the shares of common stock of Merger Sub converted into one share of common stock of the surviving corporation. As a result, Intermediate Holdco directly holds the only share of common stock of the Issuer that remains outstanding.
Issuer
Tribune Publishing Co
CIK 0001593195
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001616882
Filing Metadata
- Form type
- 4
- Filed
- May 25, 8:00 PM ET
- Accepted
- May 26, 9:09 PM ET
- Size
- 26.4 KB