Aug. 4 set for spinoff of Tribune Publishing

Posted

Tribune Company has announced the timing and details regarding the separation of its publishing business by means of a pro-rata dividend of 98.5 percent of the outstanding shares of Tribune Publishing Company common stock.

The Tribune Company Board of Directors approved the final distribution ratio and declared a pro-rata distribution of 98.5 percent of the outstanding shares of Tribune Publishing Company common stock, which will effectuate the spin-off and result in the legal and structural separation of the two companies. Following the spin-off, Tribune Company will continue to hold 1.5 percent of the outstanding shares of Tribune Publishing Company common stock.

The distribution will be made to Tribune Company's stockholders and warrantholders of record as of 5 p.m., New York time, on July 28, the record date for the distribution.  The distribution is expected to occur on Aug. 4.

In the distribution, each holder of Tribune Company Class A common stock, Class B common stock and warrants will receive 0.25 of a share of Tribune Publishing Company common stock for each share of Tribune Company common stock or warrant said stockholder held as of the record date.

No fractional shares of Tribune Publishing Company common stock will be issued.  Instead, the distribution agent will aggregate fractional shares of Tribune Publishing Company common stock and sell the whole shares in the open market.  The aggregate net cash proceeds of the sales, net of brokerage fees and other expenses, will be ratably distributed to those stockholders and warrantholders who would otherwise have received fractional shares of Tribune Publishing Company common stock.

Following the spin-off, Tribune Publishing Company expects to have its common stock listed on the New York Stock Exchange under the symbol "TPUB".  There is no current trading market for Tribune Publishing Company common stock, although Tribune expects that a limited trading market, known as a "when-issued" market, will begin on the New York Stock Exchange on July 24, two trading days before the record date. "Regular-way" trading of Tribune Publishing Company common stock is expected to begin on the New York Stock Exchange on Aug. 5, the first trading day following the completion of the distribution.

Tribune expects that, from a date determined by the OTC Bulletin Board through the distribution date, there will be two markets in Tribune Company Class A and Class B common stock and warrants: a "regular-way" (or "due bills") market and an "ex-distribution" market. Tribune Company common stock and warrants that trade on the regular-way market will trade with an entitlement to shares of Tribune Publishing Company common stock on the distribution date. Tribune Company common stock and warrants that trade on the ex-distribution market will trade without an entitlement to shares of Tribune Publishing Company common stock on the distribution date.

Tribune
Calendar View all