UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): May 22, 2016
 
Tribune Publishing Company
(Exact Name of Registrant as Specified in Its Charter)

Delaware	 	001-36230	 	38-3919441	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	

435 North Michigan Avenue	
Chicago, Illinois 60611	
(Address of Principal Executive Offices)	
 
312-222-9100
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o      Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o      Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 7.01 Regulation FD Disclosure.
 
On May 22, 2016, Tribune Publishing Company (“Tribune Publishing”) sent a letter to Oaktree Capital Management, L.P. (the “Oaktree Letter”). A copy of the letter is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
 
The Oaktree Letter is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)   The following exhibit is filed with this Current Report on Form 8-K:

Exhibit
Number	 	Description	
 	 	 	
99.1	 	Letter to Oaktree Capital Management, L.P., dated May 22, 2016.	
 
Forward-Looking Statements
 
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding the unsolicited proposal by Gannett Co., Inc. (“Gannett”) to acquire Tribune Publishing, Tribune Publishing’s prospects as a standalone business and ability to create shareholder value, and expectations regarding its strategic transformation plan. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “will,” “projections,” “continue,” “business outlook,” “estimate,” “outlook,” or similar expressions constitute forward-looking statements. Differences in Tribune Publishing’s actual results from those described in these forward-looking statements may result from actions taken by Tribune Publishing as well as from risks and uncertainties beyond Tribune Publishing’s control. These risks and uncertainties include future actions that may be taken by Gannett in furtherance of its unsolicited proposal; competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; changes in advertising demand, circulation levels and audience shares; Tribune Publishing’s ability to develop and grow its online businesses; Tribune Publishing’s reliance on revenue from printing and distributing third-party publications; macroeconomic trends and conditions; Tribune Publishing’s ability to adapt to technological changes; Tribune Publishing’s ability to realize benefits or synergies from acquisitions or divestitures or to operate its businesses effectively following acquisitions or divestitures; Tribune Publishing’s success in implementing expense mitigation efforts; Tribune Publishing’s ability to attract and retain employees; changes in newsprint prices; Tribune Publishing’s reliance on third-party vendors for various services; adverse results from litigation, governmental investigations or tax-related proceedings or audits; Tribune Publishing’s ability to satisfy pension and other postretirement employee benefit obligations; changes in accounting standards; the effect of labor strikes, lockouts and labor negotiations; regulatory and judicial rulings; Tribune Publishing’s indebtedness and ability to comply with debt covenants applicable to its debt facilities; Tribune Publishing’s ability to satisfy future capital and liquidity requirements; Tribune Publishing’s ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; and other events beyond Tribune Publishing’s control that may result in unexpected adverse operating results. Tribune Publishing’s actual results could also be impacted by the other risks detailed from time to time in its publicly filed documents, including in Item 1A (Risk Factors) of its most recent Annual Report on Form 10-K, in its Quarterly Report on Form 10-Q and in other reports filed with the Securities and Exchange Commission. Tribune Publishing undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

 	TRIBUNE PUBLISHING COMPANY	
 	 	
Date: May 23, 2016 	By:	/s/ Julie K. Xanders	
 	Name:	Julie K. Xanders	
 	Title:	Executive Vice President and General Counsel	

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EXHIBIT INDEX

Exhibit
Number	 	Description	
 	 	 	
99.1	 	Letter to Oaktree Capital Management, L.P., dated May 22, 2016.	
 
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Exhibit 99.1

 
May 22, 2016
 
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28 th  Floor
Los Angeles, CA 90071
Attn:       John B. Frank
 
Dear Mr. Frank:
 
We received your letter of May 20 to the Board of Tribune Publishing and have reviewed with the Board your request regarding the formation of an independent committee of the Board.  We have determined that no such committee is appropriate or necessary.  Your assertion that certain of our members do not have the “capacity to act as disinterested fiduciaries” is unfounded and meritless.  The Tribune Publishing Board is acting in the best interests of all shareholders, and the Company and its shareholders benefit from the skills, capabilities, insights and judgment of all the members of our highly qualified Board, all of whose interests are completely aligned with those of the broader shareholder base.
 
We would call to your attention the report issued by ISS yesterday, May 21, which notes, among other things, that the Tribune Publishing Board “has grounds to decline to engage” on Tribune’s proposal.
 
We also would note that your letter does not mention that Oaktree Capital Management, L.P.  (“Oaktree”) and Bruce Karsh (also chairman of Tribune Media) recently rejected an offer from a private, independent third party to acquire Oaktree’s Tribune Publishing shares for $15.00 per share in cash.  This decision can only be interpreted to mean that you, like us, believe that Tribune is worth much more in a change of control transaction with no further upside for Tribune shareholders than the current $15.00 proposal made by Gannett.
 
Frankly, our entire Board is perplexed by the apparently coordinated behavior of Gannett and Oaktree, and we question Oaktree’s underlying motives. Mr. Karsh, as chairman of Tribune Media, directed the spin-off of Tribune Publishing in August, 2014.  As noted in the ISS report, TPUB went public with approximately $50 million in cash and $350 million in debt — a transaction approved by Mr. Karsh. We believe Merrick Media’s February 2016 investment in TPUB and the plan more recently articulated by new management have given the Company a real opportunity to create more value for shareholders.  We would also point out that the Board’s engagement on this process since Gannett’s approach has already created more value for shareholders, Oaktree’s comments after the initial Gannett approach notwithstanding.

 
Consistent with its fiduciary duties, the entire Board remains resolute in its focus on delivering shareholder value.  Notwithstanding Gannett’s reckless public rhetoric and gross mischaracterizations of the truth, the Tribune Board is dispassionately, thoroughly and thoughtfully acting in the best interests of shareholders and will continue to do so.

 	Sincerely,	
 	 	
 	/s/ Justin C. Dearborn	
 	 	
 	Justin C. Dearborn,	
 	on behalf of the Board of Directors	
 
cc:           Julie K. Xanders
 
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