Sec Form 13D Filing - Alden Global Capital LLC filing for Tribune Publishing Co (TPCO) - 2019-12-02

________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

SCHEDULE 13D

 ________________________________________________

---

---

---

Amendment No. 1 to Schedule 13D

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed by the undersigned (as amended, the “Schedule 13D”) on November 25, 2019, with the Securities and Exchange Commission (the “SEC”).

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On December 1, 2019, Alden Global Opportunities Master Fund, L.P. (“AGOMF”) and Alden Global Value Recovery Master Fund, L.P. (“AGVRMF”, and together with AGOMF, the “Funds”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer.  Pursuant to the Cooperation Agreement, the Issuer’s board of directors (the “Board”) was expanded to eight directors, and two designees of the Funds, Ms. Dana Goldsmith Needleman and Mr. Christopher Minnetian (the “Alden Designees”) were appointed to fill the resulting vacancies.  In addition, for the period beginning on December 1, 2019, and ending on June 30, 2020 (the “Cooperation Period”), the Board shall not be increased in size above eight directors and the Board shall no minate the Alden Designees (or their replacements as identified by the Funds) at each meeting of stockholders at which directors are elected.  In the event that the Funds’, together with their affiliates’, beneficial ownership of Shares falls below 10.0% of the Issuer’s then outstanding Shares at any time during the Cooperation Period, the Alden Designees shall immediately tender their resignation from the Board and all committees thereof.

In addition, during the Cooperation Period, the Funds, together with their affiliates will not (a) make or participate in any “solicitation” of “proxies” (as defined in the rules of the SEC) to vote, or seek or advise or knowingly influence any person with respect to the voting of any voting securities of the Issuer, (b) join or participate in a “group” (as defined in the rules of the SEC) in connection with any voting securities of the Issuer, (c) seek to control or knowingly influence the management, Board or policies of the Issuer, subject to certain exceptions, (d) take any action that would reasonably be expected to require the Issuer to make a public announcement regarding any of the foregoing prohibited actions or (e) enter into any arrangements with or encourage any other persons in connection with any of the foregoing matters.

Under the Cooperation Agreement, the Funds also agreed that, during the Cooperation Period, the Funds and their affiliates will vote their Shares in favor of each nominee or director designated by the Compensation, Nominating and Corporate Governance Committee of the Board at each election of directors and against the removal of any director designated by such committee.  Furthermore, the Funds agreed that, during the Cooperation Period, they and their affiliates will not acquire additional beneficial ownership of Shares that would result in the Funds and their affiliates collectively beneficially owning more than 33% of the issued and outstanding Shares.

The Cooperation Agreement is terminable by the Funds in the event that a person or group that beneficially owns more than 15% of the Shares (a “Related Party Investor”) takes certain actions, including (1) proposing to bring business at a meeting of the stockholders of the Issuer, (2) seeking to control or knowingly influence the management, Board or policies of the Issuer, (3) acquiring an additional five percent or more of the issued and outstanding Shares or (4) coordinating or acting in concert with the Board to nominate or elect directors employed by or affiliated with such Related Party Investor.  In addition, the Funds may terminate the Cooperation Agreement if the Issuer (i) enters into a material agreement with a Related Party Investor, other than on an arms’-length basis (a “Related Party Agreement”), or amends a Related Party Agreement, other than on an arms’-length basis or (ii) amends any voting or standstill agreement with a Related Party Investor (other than to be more restrictive on such Related Party Investor).  Furthermore, the Funds may terminate the Cooperation Agreement if the Alden Designees are not nominated for election at, or are not elected at, the Issuer’s 2020 stockholder meeting.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is incorporated by reference as Exhibit 99.3, and is incorporated herein by reference.

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 in the Schedule 13D and any limitations imposed by the Cooperation Agreement, 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, subject to limitations imposed by the Cooperation Agreement: (i) acquiring additional Shares 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 more 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.

 

Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure in Item 4 is incorporated herein by reference.

The Cooperation Agreement is incorporated by reference as Exhibit 99.3 hereto and is incorporated by reference herein.

 

Dated: December 2, 2019