On Tuesday, Tribune shareholders meet, asked to give their blessing to a drawn-out sale of the company. It's a sale in sloooow motion, having been set into action in April, but unlikely to be finished -- if it's finished -- until December. It's playing out like some satire, with the main characters in the drama, including Tribune CEO Dennis Fitzsimons, would-be new Tribune chairman Sam Zell and the board acting as if this were a normal sale in normal times. These guys are in the foreground. In the background, a company that has badly underperforming its own industry, a news industry that is in free-fall, all in an overall market suddenly hypersensitive to debt. It's like two different movies playing on the same screen.
There are certainly lots of questions about the Sam Zell buyout deal and whether it will go through at anything near the $34 a share sale price, should it finally close after Tribune gets, in December, its expected FCC grandfathering its cross-ownership of newspapers and TV stations. Richard Perez-Pena runs those all down well in a piece in Monday's New York Times.
In essence, outside observers are scratching their heads at this big disparity: though the deal is announced at $34 a share and Tribune management has recently reiterated the solidness of the financing, the share price closed at $25.67 on Friday, a 24.5% discount to the would-be buyout price. That says few believe the sale will end up closing at or near the $34 a share price.
In short, the outcomes appear to be:
---The deal goes through as outlined, and Tribune takes on total debt of about $13 billion, when it closes its final $4.2 debt package in the fourth quarter.
---The deal falls through and Tribune is left holding on to the new debt it assumed in June -- $ 4 billion -- plus its $5 billion or so in ongoing debt.
---The deal gets renegotiated, at a lower share price. That might mean the company could borrow less money to complete the deal, but the rub is it might well be at a higher rate, given the current credit near-panic.
I'd pick door #3 at this point, simply with the logic that Sam Zell, like the would-be buyers of Home Depot's wholesale supply business or J.C. Flowers, which is threatening to renege on its Sallie Mae deal, will simply say: "Hey, look the market's changed. Let's talk." It's just good business, and familiar to Zell in his day job as a buyer of distressed assets. Certainly, he can quite properly cite Tribune's further ad revenue plunge -- ad revenue down 11% in the second quarter; total revenue down 9% -- and wider market uncertainty.
But any of these realities lead to an inescapable solution. Tribune, the 4500 people who work at its dozen or so newspapers and their millions of readers are all prisoners of Excel. The numbers don't lie; the spreadsheets yield what the spreadsheets yield. More on those numbers in a moment, but the short story is whatever happens, the further pressure on Tribune resources -- on its newsgathering ability -- will grow appreciably. Expect more buyouts, more layoffs and thousands of years of experience to vanish from these newsrooms -- and their readers' lives -- within the next year, no matter how this drama plays out.
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