After 90 years, news-talk “Radio 720” WGN, Chicago and the Chicago Tribune will no longer be owned by the same company. Tribine announced that on 8/5, the six newspapers owned by Tribune Publishing will be split off from WGN Radio, WGN America and WPIX-TV NYC.
Tribune says the separation of its publishing business will be via a pro-rata dividend of 98.5% of the outstanding shares of Tribune Publishing Company common stock.
The Tribune board approved the final distribution ratio and declared a pro-rata distribution of 98.5% of the outstanding shares of Tribune Publishing Company common stock, which will effectuate the spin-off and result in the legal and structural separation of the two companies. Following the spin-off, Tribune Company will continue to hold 1.5% of the outstanding shares of Tribune Publishing Company common stock.
The distribution will be made to Tribune Company’s stockholders and warrantholders of record as of 5:00 p.m., New York time, on 7/28/14, the record date for the distribution. The distribution is expected to occur on August 4, 2014.
In the distribution, each holder of Tribune Company Class A common stock, Class B common stock and warrants will receive 0.25 of a share of Tribune Publishing Company common stock for each share of Tribune Company common stock or warrant said stockholder held as of the record date.
No fractional shares of Tribune Publishing Company common stock will be issued. Instead, the distribution agent will aggregate fractional shares of Tribune Publishing Company common stock and sell the whole shares in the open market. The aggregate net cash proceeds of the sales, net of brokerage fees and other expenses, will be ratably distributed to those stockholders and warrantholders who would otherwise have received fractional shares of Tribune Publishing Company common stock.
Following the spin-off, Tribune Publishing Company expects to have its common stock listed on the New York Stock Exchange under the symbol “TPUB”. There is no current trading market for Tribune Publishing Company common stock, although we expect that a limited trading market, known as a “when-issued” market, will begin on the New York Stock Exchange on 7/24/14, two trading days before the record date. “Regular-way” trading of Tribune Publishing Company common stock is expected to begin on the New York Stock Exchange on 8/5/14, the first trading day following the completion of the distribution.
Tribune expects that, from a date determined by the OTC Bulletin Board through the distribution date, there will be two markets in Tribune Company Class A and Class B common stock and warrants: a “regular-way” (or “due bills”) market and an “ex-distribution” market. Tribune Company common stock and warrants that trade on the regular-way market will trade with an entitlement to shares of Tribune Publishing Company common stock on the distribution date. Tribune Company common stock and warrants that trade on the ex-distribution market will trade without an entitlement to shares of Tribune Publishing Company common stock on the distribution date.
