Sec Form 13D Filing - Alden Global Capital LLC filing for Tribune Publishing Co (TPCO) - 2019-11-25

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.   )*

 

Tribune Publishing Company

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title and Class of Securities)

89703P107

(CUSIP Number)

HEATH FREEMAN

ALDEN GLOBAL CAPITAL LLC

885 Third Avenue

New York, NY 10022

(212) 888-5500

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ◻.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Schedule 13D

CUSIP NO. 89703P107

 

 

Schedule 13D

CUSIP NO. 89703P107

 

 

Schedule 13D

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates to Common Stock, $0.01 par value per share (the “Shares”), of Tribune Publishing Company, a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 160 N. Stetson Avenue, Chicago, Illinois 60601.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

 

(a)           This statement is filed by:

(i)	Alden Global Capital LLC, a Delaware limited liability company (“Alden”), as the investment manager of Alden Global Opportunities Master Fund, L.P. (“AGOMF”) and Alden Global Value Recovery Master Fund, L.P. (“AGVRMF”, and together with AGOMF, the “Funds”); and

(ii)	Heath Freeman, as the President of Alden

  

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement that is filed as Exhibit 99.2 to this Schedule 13D.

 

(b)           The address of the principal office of each of the Reporting Persons is 885 Third Avenue, New York, New York 10022.

 

(c)           The principal business of Alden is investment management. The principal occupation of Mr. Freeman is serving as the President of Alden.

 

(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)           Alden is a Delaware limited liability company.  Mr. Freeman is a citizen of the United States of America.

 

 

The Shares purchased on behalf of the Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in this Schedule 13D.  The aggregate purchase price of the 11,544,213 Shares held directly by the Funds was approximately $145,441,861.96 excluding brokerage commissions.

  

 

The Reporting Persons acquired the Shares on behalf of the Funds based on their belief that the Shares represent an attractive investment opportunity.

On November 15, 2019, the Funds entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) by and among Merrick Media, LLC (“Media Seller”), Merrick Venture Management, LLC (“Venture Seller”) and Michael W. Ferro, Jr. (“MWF”, and collectively with Media Seller and Venture Seller, the “Seller Parties”).  Pursuant to the Securities Purchase Agreement, AGOMF purchased an aggregate of 4,535,765 Shares and AGVRMF purchased an aggregate of 4,535,764 Shares from the Seller Parties for a purchase price equal to $13.00 per Share.  In addition, pursuant to the Securities Purchase Agreement, for a period starting from November 15, 2019 and ending on the earlier of (i) the third anniversary of November 15, 2019 and (ii) the date on which the Funds, together with their affiliates, cease to own, directly or indirectly, beneficially or of record, at least 10% of the issued and outstanding Shares, none of the Seller Parties or their affiliates shall, without the prior written consent of the Funds, directly or indirectly, acquire beneficial ownership of any Shares.  The transactions pursuant to the Stock Purchase Agreement closed on November 15, 2019.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is incorporated by reference as Exhibit 99.1, and is incorporated herein by reference.

Going forward, the Reporting Persons may have conversations with members of the Issuer’s management team and members of the Issuer’s Board of Directors (the “Board”) regarding multiple topics, including, but not limited to, corporate governance and the composition of the Board, including potentially seeking Board seats, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. The Reporting Persons may engage in communications with one or more officers, members of the Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuer’s business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or mor e of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

  

 

The aggregate percentage of Shares reported as beneficially owned by each person named herein is based upon 36,023,145 Shares outstanding as of November 5, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2019.

  

 

 

Percentage: 32.0%

  

 

 

 

Percentage: Approximately 32.0%

 

 

 

 

 

The disclosure in Item 4 is incorporated herein by reference.

The Securities Purchase Agreement is incorporated by reference as Exhibit 99.1 hereto and is incorporated by reference herein.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

 

 

 

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 25, 2019

 

 

 

SCHEDULE A

TRANSACTIONS

Other than as disclosed elsewhere in this Schedule 13D, the following table sets forth all transactions by the Reporting Persons (on behalf of the Funds) with respect to Shares effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on November 25, 2019. Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.

 

Exhibit 99.2

 

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Tribune Publishing Company, a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Dated:  November 25, 2019

 

	Alden Global Capital LLC
	By:	/s/ Heath Freeman
		Name:	Heath Freeman
		Title:	President
	/s/ Heath Freeman
	Heath Freeman