Jenner & Block

Jenner & Block Represents Sam Zell in Completed Tribune Co. Sale

The Tribune Company announced on December 20, 2007 that it had completed its going-private transaction by merging with an acquisition subsidiary of the Tribune Employee Stock Ownership Plan (Tribune ESOP).  Jenner & Block client Sam Zell, who helped finance the transaction, assumed the roles of chairman of the board and chief executive officer.  Jenner & Block was the lead law firm representing Mr. Zell in the $8.2 billion going-private transaction.

Under the terms of the merger agreement, all of the company’s publicly held shares of common stock, except for those owned by the Tribune ESOP and shares held by shareholders who validly exercised appraisal rights, were cashed out at $34 per share. Shareholders approved the transaction at a special meeting held on August 21, 2007.  The company’s common stock ceased trading on the New York Stock Exchange at market close December 20. 

On April 2, 2007, Tribune announced its intention to become a private company, owned 100 percent by the Tribune ESOP. EGI-TRB, an entity associated with Zell, made an initial investment of $250 million in Tribune, and Zell was named to the company’s board of directors in May. As part of the going-private transaction, EGI-TRB increased its investment to $315 million by purchasing a note and a warrant to acquire up to 40 percent of the company’s common equity on a fully diluted basis.

The Firm’s team was led by Partner Joseph P. Gromacki, Chair of the Firm’s Corporate Practice, and included Partners Thomas A. Monson, Brian R. Boch, Michael T. Wolf, Farhad K. Patel, Elizabeth A. Davidson, Adam Petravicius, Edward G. Quinlisk, and William L. Tolbert as well as Associates Blake J. Fix, Melissa C. Fogerty, Peter H. Rosenbaum, Cori F. Brown, Mercedes M. Davis, Marc E. Harrison and Jeffrey D. Larson.

Numerous additional partners and associates from the Firm's Commercial/Bankruptcy, Employee Benefits, Environmental, Litigation, Real Estate and Tax practice groups also assisted on the transaction.