CHICAGO (April 2, 2007) — McDermott Will & Emery client Tribune Company (NYSE:TRB) has announced a transaction which will result in the company going private through a transaction involving an employee stock ownership plan (ESOP). Once the transaction is complete, the company will be privately held, with an ESOP holding all of Tribune’s then-outstanding common stock and Sam Zell holding a subordinated note and a warrant entitling him to acquire 40 percent of Tribune’s common stock.
McDermott assisted in structuring the transaction and advised the Tribune Company on all ESOP aspects of the transaction. McDermott's ESOP team was led by partners William ("Bill") Merten and Paul Compernolle, and included Susan Schaefer, Luis Granados, Joel Bernstein and Andrew Turney.
The Tribune Company is one of the country’s top media companies, operating businesses in publishing, interactive and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation’s top three markets. In publishing, Tribune’s leading daily newspapers include the Los Angeles Times, Chicago Tribune, Newsday, Baltimore Sun, South Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant. The company’s broadcasting group operates 23 television stations, Superstation WGN on national cable, Chicago’s WGN-AM and the Chicago Cubs baseball team. For more information visit www.tribune.com.
McDermott Will & Emery lawyers in our ESOP Practice are some of the most experienced in the field and advise clients on all aspects of leveraged ESOP transactions (including their use in acquisitions, management buyouts, equity buyouts, going-private transactions and business succession). Our lawyers have obtained precedent-setting rulings and exemptions from both the Internal Revenue Service and the Department of Labor. We have been involved in landmark ESOP litigation matters and our attorneys have authored and edited leading ESOP books, articles and practitioner guides. We have also been involved in the legislative process, advising and guiding the discussion and creation of the laws governing ESOPs. One of our lawyers drafted most of the ESOP provisions in the original ERISA legislation. Another was the principal lobbyist as to far-reaching changes enacted in the Tax Reform Act of 1984.