The nation's second-largest newspaper publisher, Tribune ( TRB), accepted a bid from Chicago real estate magnate Sam Zell to go private in a deal valued at $8.2 billion. Zell will invest $315 million into the deal, and Tribune shareholders will receive a $34-a-share payment via a two-stage transaction that will close in the fourth quarter, the publisher said Monday. Ultimately, the company will be privately held, with an employee stock ownership plan holding all of Tribune's then-outstanding common stock and Zell owning a subordinated note and a warrant entitling him to acquire 40% of Tribune's common stock. Zell will join the Tribune board after the first stage of the transaction, and he will become chairman when the deal closes. The announcement concludes a long sale process that began last summer, when the Chandler Family Trust, Tribune's largest shareholder, rebuked management's strategy in public and pressured its board to put the company up for sale. It also amounts to a defeat for California billionaires Ron Burkle and Eli Broad, who teamed up to bid for the company and recently offered a last-minute sweetener in an effort to beat out Zell's leading offer. "The strategic review process was rigorous and thorough," Tribune said in a statement. "The committee reviewed a variety of third-party proposals and alternatives for restructuring the company. We determined that this course of action provides the greatest certainty for achieving the highest value for all shareholders and is in the best interest of investors and employees."
The company specifically acknowledged a competing bid from Broad and Burkle, but it said their offer was equal to Zell's, so it opted for the latter. Broad and Burkle had reportedly offered to structure a deal with an employee stock ownership plan, but it's unclear if they ever submitted a detailed proposal. A spokesman for Burkle's investment firm, Yucaipa Cos., could not be reached for comment. "I am delighted to be associated with Tribune Company, which I believe is a world-class publishing and broadcasting enterprise," said Zell in a statement. "As a long-term investor, I look forward to partnering with the management and employees as we build on the great heritage of Tribune Company." Tribune also announced it will sell the Chicago Cubs baseball team at the end of this season. Shares of Tribune were recently up 84 cents, or 2.6%, to $32.95.