9 Questions for the Tribune Shareholder Meeting

As one reporter said to me today, "I'm not sure the meeting itself is that big a story, but......"

Indeed. Tuesday, the board has asked Tribune shareholders to finally give their ascent to the privatization of the company. The vote is a foregone conclusion; the shareholders would love the $34 a share -- tomorrow if possible. But assuming the vote goes positive, the sale isn't likely to close until December, four long months from now after the FCC provides some waivers on newspaper/TV cross-ownership in some markets.

There are lots of questions ("Sam Zell and the Prisoners of Excel") on why Tribune stock has been treading in the $25 a share range. It got pushed up today -- on some enthusiasm for tomorrow's vote apparently -- to 27.02. But that's still a 20%+ declaration of no-confidence that the deal will go through as currently structured and priced.

So while there may be no drama as to the final vote Tuesday, the interest could be in any questions that can be raised and potentially answered at the meeting.

Here are nine I've got:

• If the financing is just as set this week as it was before the credit meltdown, what factors or covenants could give the four banks providing the next $4.2 billion in debt reason to cancel or demand higher rates?
• With Tribune off 59% in operating income in the 2Q report, what's the expectation for 3Q and 4Q?
• If profits continue to drop -- squeezing free cash flow that's necessary to pay down debt -- where will management make additional cuts this year to make sure that interest payments can be made?
• What does management make out of the credit markets placing the chance of insolvency at 57%?
• Given the further real estate turndown, what will the impact of a housing recovery delayed to 2009 be to Tribune revenues?
• Is it true that some Florida real estate markets are seeing more monthly foreclosures than monthly sales?
• Given the turmoil in all markets, is it worth waiting for FCC approval in cross-ownership to close the deal? Just what is the continuing value to the new Tribune in that cross-ownership, since we know the ad bundling strategy hasn't yielded much? Is it wanting to hold on to the steadier (if mature) profits of the broadcast companies as newspaper profits head toward zero? Or is it mainly to keep together the Chicagoland empire, which may be Mr. Zell's endgame?
• What's the current status of the pension fund, and what's the plan on securing it as post-sale future contributions would go into the ESOP?
• Any twinge of would-be seller's remorse in unloading the Cubbies when they are in first place?

What's your question?

More on Tribune sale, here