Item 1.01 Entry Into a Material Definitive Agreement.
Agreement and Plan of Merger
On February 16, 2021, Tribune Publishing Company, a Delaware
corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
by and among Tribune Enterprises, LLC, a Delaware limited liability company (“Parent”), Tribune Merger Sub,
Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and the Company,
pursuant to which Merger Sub will merge (the “Merger”) with and into the Company, with the Company surviving
as a wholly owned subsidiary of Parent (the “Surviving Corporation”).
Subject to the terms and conditions set forth in the Merger
Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company common stock, par
value $0.01 per share (“Company Common Stock”) (other than shares of Company Common Stock held by the Company
as treasury stock or by Parent or any of its affiliates or associates) issued and outstanding immediately prior to the Effective
Time (other than dissenting shares) will be converted into the right to receive $17.25 in cash, without interest (the “Merger
Consideration”).
The consummation of the Merger (the “Closing”)
is subject to certain customary mutual conditions, including (i) the approval of the Company’s stockholders holding two-thirds
of the outstanding shares of Company Common Stock not owned by Parent and its affiliates or associates, (ii) the expiration or
termination of any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the “HSR Act”) and (iii) the absence of any order of any U.S. court that prohibits, renders illegal
or permanently enjoins the consummation of the Merger. The obligation of each party to consummate the Merger is also conditioned
upon (i) the accuracy of the representations and warranties of the other party as of the date of the Merger Agreement and as of
the Closing (subject to customary materiality qualifiers), (ii) compliance by the other party in all material respects with its
pre-Closing obligations under the Merger Agreement and (iii) in Parent’s case, the absence of a material adverse effect with
respect to the Company.
The Company and Parent have each made customary representations,
warranties and covenants in the Merger Agreement. Subject to certain exceptions, the Company has agreed, among other things, to
covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the
consummation of the Merger. The parties have also agreed to use their respective reasonable best efforts to obtain governmental
and regulatory approvals. In addition, subject to certain exceptions, the Company has agreed to covenants relating to (i) the submission
of the Merger Agreement to the Company’s stockholders at a special meeting thereof for approval, (ii) the recommendation
by the board of directors of the Company in favor of the adoption by the Company’s stockholders of the Merger Agreement and
(iii) non-solicitation obligations of the Company relating to alternative acquisition proposals.
Either the Company or Parent may terminate the Merger Agreement
if (i) Parent, Merger Sub and the Company agree by mutual written consent to do so, (ii) the Merger has not been consummated on
or before December 31, 2021 (the “End Date”), (iii) any court has issued an order permanently restraining, enjoining
or otherwise prohibiting the Merger and such order or other action is, or has become, final and non-appealable, (iv) the approval
of the Company’s stockholders is not obtained at a meeting of the Company’s stockholders called for the purpose of
adopting the Merger Agreement or (v) the other party breaches any representation, warranty or covenant that results in the failure
of the related closing condition to be satisfied, subject to a cure period in certain circumstances. In addition, the Company may,
under certain circumstances, terminate the Merger Agreement in order for the Company to enter concurrently into a definitive written
agreement with respect to an unsolicited superior acquisition proposal, subject to the Company having first complied with certain
matching rights and other obligations set forth in the Merger Agreement. Additionally, Parent may, under certain circumstances,
terminate the Merger Agreement if (i) the board of directors of the Company changes or adversely modifies its recommendation that
the Company’s stockholders vote in favor of adopting the Merger Agreement or (ii) the Company materially breaches its non-solicitation
obligations and such breach results in an alternative transaction proposal.
If the Merger Agreement is terminated (i) by the Company in
order for the Company to enter into a definitive written agreement with respect to an unsolicited superior acquisition proposal,
(ii) by Parent because (a) the board of directors of the Company changes or adversely modifies its recommendation that the Company’s
stockholders vote in favor of adopting the Merger Agreement or (b) the Company materially breaches its non-solicitation obligations
and such breach results in an alternative transaction proposal, or (iii) by (x) either party because the Merger was not consummated
on or before the End Date (as it may be extended) or approval of the Company’s stockholders was not obtained or (y) by Parent
if the Company commits a breach of any representation, warranty or covenant that results in the failure of the related closing
condition to be satisfied (subject to a cure period in certain circumstances), but only if, in the case of this clause (iii), an
alternative acquisition proposal was previously made and, within 12 months after termination of the Merger Agreement, the Company
enters into an agreement for an alternative transaction or an acquisition transaction is
consummated, then, in each case, the Company will be obligated to pay to Parent a one-time fee equal to $20 million in cash.
If the Merger Agreement is terminated by the Company (i) if
Parent breaches any representation, warranty or covenant that results in the failure of the related closing condition to be
satisfied, subject to a cure period in certain circumstances or (ii) if the conditions to Parent’s obligations to consummate
the Merger are satisfied or waived, and Parent does not consummate the Merger when required by the Merger Agreement, then Parent
will be obligated to pay to the Company a one-time liquidated damages amount equal to $50 million in cash.
Pursuant to the Merger Agreement, Parent agreed to vote all
of its shares of Company Common Stock (representing, based on Parent’s representations to the Company set forth in the Merger
Agreement, approximately 31.6% of the issued and outstanding shares of Company Common Stock) in favor of the adoption of the Merger
Agreement and the approval of the transactions contemplated thereby, including the Merger, so long as the board of directors of
the Company has not changed or adversely modified its recommendation in favor of the Merger Agreement. The Merger Agreement
also prohibits Parent from transferring any of its shares of Company Common Stock, subject to certain exceptions.
Alden Global Opportunities Master Fund, L.P. and Alden
Global Value Recovery Master Fund, L.P. (each, a “Guarantor”) have entered into a Limited Guarantee dated
February 16, 2021 (the “Limited Guarantee”) with the Company to guarantee Parent’s obligation to pay
the liquidated damages amount to the Company and certain other specified payments to the Company, subject to the terms and
obligations set forth in the Limited Guarantee.
The Guarantors have also entered into an equity commitment letter
dated as of February 16, 2021 (the “Equity Commitment Letter”) with Parent pursuant to which the Guarantors
have made an equity commitment of $375 million to Parent to fund the payment of the aggregate Merger Consideration. The Company
is a third-party beneficiary of the Equity Commitment Letter and has the right to specifically enforce the Guarantors’ obligations
thereunder, if the conditions to Parent’s obligations to consummate the Merger are satisfied or waived, and the Merger is
consummated substantially simultaneously.
The Merger Agreement and the Limited Guarantee have been included
to provide investors with information regarding its terms. It is not intended to provide any other factual information about the
Company, Parent or any of their respective subsidiaries or affiliates or to modify or supplement any factual disclosures about
the Company or Parent included in their public reports filed with the SEC. The representations, warranties and covenants contained
in each of the Merger Agreement and the Limited Guarantee were made only for purposes of the Merger Agreement and the Limited Guarantee
and, as of specific dates, were solely for the benefit of the parties to the Merger Agreement and the Limited Guarantee, as applicable,
may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made
for the purposes of allocating contractual risk between the parties to the Merger Agreement and the Limited Guarantee, as applicable,
instead of establishing these matters as facts, and may be subject to standards of materiality that differ from those applicable
to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations
of the actual state of facts or condition of the Company, Parent or any of their respective subsidiaries or affiliates.
The foregoing description of the Merger Agreement and the Limited
Guarantee and the transactions contemplated thereby, including the Merger, does not purport to be complete and is qualified in
its entirety by reference to the actual Merger Agreement and the Limited Guarantee, as applicable. A copy of the Merger Agreement
is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the Limited Guarantee
is attached as Exhibit 2.2.
The Company Rights Plan Amendment
On February 16, 2021 in connection with the transactions contemplated
by the Merger Agreement, the Company entered into an Amendment No. 1 (the “Company Rights Plan Amendment”) to
the Rights Agreement (the “Company Rights Plan”) dated as of July 28, 2020 by and between the Company and Computershare
Trust Company, N.A., a federally chartered trust company. The Company Rights Plan Amendment provides, among other things, that
(i) neither the approval, execution, delivery or performance of the Merger Agreement or the other contracts or instruments related
thereto, nor the announcement or the consummation of the Merger, will (a) cause the Rights (as defined in the Company Rights Plan)
to become exercisable, (b) cause Parent, Merger Sub or any of their Affiliates (as defined in the Company Rights Plan) or Associates
(as defined in the Company Rights Plan) to become an Acquiring Person (as defined in the Company Rights Pan) or (c) give rise to
a Stock Acquisition Date (as defined in the Company Rights Plan), Distribution Date (as defined in the Company Rights Plan) or
Section 9(a)(ii) Event (as defined in the Company Rights Plan), (ii) the Company Rights will expire in their entirety, and the
Company Rights Plan will terminate, immediately prior to the Effective Time (but only if the Effective Time occurs) without any
consideration payable therefor or in respect thereof, and (iii) the “Acting in Concert” (as defined in the Company
Rights Plan) provisions of the Company Rights Plan will be removed.
The foregoing description of the Company Rights Plan Amendment,
the transactions contemplated thereby, and the Company Rights Plan does not purport to be complete and is qualified in its entirety
by reference to (i) the actual Company Rights Plan Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on
Form 8-K and incorporated herein by reference, and (ii) the actual Company Rights Plan, a copy of which is filed as Exhibit 4.1
to the Company’s Current Report on Form 8-K filed on July 28, 2020 and incorporated herein by reference.