Print pioneer The Tribune Company was founded on June 10, 1847 when the eponymous
Chicago Daily Tribune published its first edition in a one-room plant located at
LaSalle and
Lake Streets in downtown Chicago. The original press run consisted of 400 copies printed on a hand press. The
Tribune constructed its first building, a four-story structure at Dearborn and
Madison Streets, in 1869. The building was destroyed in the
Great Chicago Fire of October 1871, along with most of the city. The
Tribune resumed printing two days later with an editorial declaring "Chicago Shall Rise Again."
Joseph Medill, a native
Ohioan who acquired an interest in the
Tribune in 1855, gained full control of the newspaper in 1874 and ran it until his death in 1899. KRT became MCT (McClatchy-Tribune Information Services), which was jointly owned by the Tribune Company and McClatchy. The company stopped publishing the tabloid
Chicago Today in 1974; the Tribune also began publishing all-day editions. An approval of changes to the Tribune bylaws in 1974 triggered a lawsuit by shareholders who saw this as a move towards taking the company public. The lawsuit by Josephine Albright – Joseph Patterson's daughter – and her son, Joseph Albright, was dismissed in 1979. Tribune purchased a 12.5% stake in
The WB Television Network in August 1995; the company had ten of its 16 stations affiliated with the network (including five that were signed as charter affiliates through The WB's initial 1993 affiliation deal with Tribune). Tribune invested $21 million in The WB in March 1997, which increased its equity interest in the network to 21.9%. Tribune entered into a new business sector when it formed Tribune Education in 1993. The sector grew and provided high profit margins. Through 1996, Tribune used $400 million to purchase several publishers of education material:
Contemporary Books, Inc., The Wright Group, Everyday Learning Corporation, Jamestown Publishers, Inc., Educational Publishing Corporation, NTC Publishing Group and Janson Publications. In 1996, this group was the number one publisher of supplemental education materials. Tribune Education acquired an 80.5% stake in mass market children's book publisher Landoll in 1997. The Times Mirror merger added seven daily newspapers to Tribune's existing publishing properties, including the
Los Angeles Times, the
Long Island-based
Newsday,
The Baltimore Sun and the
Hartford Courant. Tribune did not maintain an ownership interest in the network.
Zell ownership On April 2, 2007, Chicago-based investor
Sam Zell announced plans to buy out the Tribune Company for $34.00 a share, totalling $8.2 billion, Privatization of the Tribune Company occurred on December 20, 2007 with termination of trading in Tribune stock at the close of the trading day. On December 21, 2007, Tribune and
Oak Hill Capital Partners-controlled
Local TV, LLC announced plans to collaborate in the formation of a "broadcast management company" (later named The Other Company). On January 31, 2008, Tribune Company announced it would purchase real estate leased from TMCT, LLC, which included properties used by the
Los Angeles Times,
Newsday,
Baltimore Sun and
Hartford Courant. The company received an option to purchase the real estate for $175 million through the 2006 restructuring of TMCT, LLC. In addition, Tribune announced the sale of
Tribune Studios and related real estate in Los Angeles to
private equity firm Hudson Capital, LLC, for $125 million. The parties also agreed to a five-year lease allowing its television station in the city, KTLA, to continue operating at the location through 2012. On April 28, 2008, Tribune completed an acquisition of real estate from TMCT Partnership. On July 29, 2008,
Cablevision Systems Corporation completed its purchase of
Newsday from Tribune. On September 8, 2008,
United Airlines lost (and almost regained) $1 billion in market value when an archived
Chicago Tribune article from 2002 about United filing for bankruptcy appeared in the "most viewed" category on the
South Florida Sun-Sentinels website.
Google News index's next pass found the link as new news. Income Security Advisors found the Google result to be new news, which was passed along to
Bloomberg News where it became a headline (Tribune, which owns both papers, noted that one click on a story in non-peak hours could flag an article as "most viewed").
Bankruptcy reorganization On December 8, 2008, faced with a high debt load related to the company's privatization and a sharp downturn in newspaper advertising revenue, Tribune filed for
Chapter 11 bankruptcy protection. Company plans originally called for it to emerge from bankruptcy by May 31, 2010, but the company would end up in protracted bankruptcy proceedings for another four years. With the company's overall debt totaling $13 billion, it was the largest bankruptcy in the history of the American media industry. In October 2010,
Randy Michaels, who was appointed CEO after Zell's purchase of the company, was removed and replaced by an executive council.
The New York Times had reported earlier in the month about his "outlandish, often sexual behavior" that he also exercised in his previous job at
Clear Channel Communications.
Public corporation second time On July 13, 2012, the Tribune Company received approval of a reorganization plan to allow the company to emerge from Chapter 11 bankruptcy protection in a
Delaware bankruptcy court.
Oaktree Capital Management,
JPMorgan Chase and
Angelo, Gordon & Co., which were the company's senior debt holders, assumed control of Tribune's properties upon the company's exit from bankruptcy on December 31, 2012. Coincident with emergence from bankruptcy, company stock began trading as an
over-the-counter security under the symbol TRBAA. In December 2014, over-the-counter trading ended and the company's stock began trading on the
New York Stock Exchange under the symbol TRCO. On July 1, 2013, Tribune announced that it would purchase the 19 television stations owned by Local TV, LLC outright for $2.75 billion. The FCC approved the acquisition on December 20, and the sale was completed one week later on December 27. Tribune later announced its return to television production on March 19, 2013, with the relaunch of the production and distribution division as
Tribune Studios (not to be confused with the former name of Los Angeles studio facility
Sunset Bronson Studios).
Split and subsequent transactions On July 10, 2013, Tribune announced that it would split into two companies,
spinning off the newspapers that were part of its
publishing division into a separate company. Its broadcasting, digital media and other assets (including
Tribune Media Services, which among others, provides news and features content for Tribune's newspapers) would remain with the Tribune Company. The split came in the footsteps of similar spin-outs by
News Corporation and
Time Warner, which sought to improve the profitability of their properties by separating them from the struggling print industry. The split was finalized on August 4, 2014, with the publishing arm being spun out as
Tribune Publishing, and the remainder of the company renamed
Tribune Media.
Aborted acquisition by Sinclair Broadcast Group On February 29, 2016, Tribune Media announced that it would review various "strategic alternatives" to increase the company's value to shareholders, which include a possible sale of the entire company and/or select assets, or the formation of programming alliances or strategic partnerships with other companies, due to the decrease in its stock price since the Tribune Publishing spin-off and a $385 million revenue write-down for the 2015 fiscal year, partly due to original scripted programming expenditures for WGN America since it converted the cable network from a superstation in 2014. In 2016, Tribune Media sold off real estate properties to net $409 million while authorizing $400 million in share repurchasing. In December 2016, Tribune Media sold
Gracenote to
Nielsen Holdings for $560 million; Tribune planned to use the sale to pay down a debt of $3.5 billion. Cash on hand was expected to pay out $500 million in dividends in the first quarter of 2017. On April 20, 2017,
Bloomberg reported that
Sinclair Broadcast Group was considering acquiring Tribune Media, contingent on plans by the FCC's new chairman,
Ajit Pai, to reinstate the "
UHF discount" (a policy which makes
UHF stations only count half of their total audience towards the FCC's 39% market share cap), which had been removed by
Tom Wheeler during the final months of the
Obama administration. The stocks of both companies rose in value in the wake of these rumors. As was expected, the FCC reinstated the UHF discount; under adjusted calculations, the two companies only had a combined market share of 42%, meaning that the combined company would be required to divest stations in order to stay below the cap. However, there was only an 11% market overlap between Tribune and Sinclair's stations. On April 30, 2017,
The Wall Street Journal reported that there were competing bids for Tribune from a partnership between
21st Century Fox and private equity firm
Blackstone Group (under which Fox would contribute its
existing station group into a joint venture with Blackstone), and
Nexstar Media Group. The Fox/Blackstone deal was being proposed as a defensive measure, due to concerns by 21st Century Fox over the number of Fox-affiliated stations Sinclair would control if it acquired Tribune Media. However,
The New York Times reported that Fox had not actually made a formal bid for Tribune Media. On May 8, 2017, Sinclair Broadcast Group officially announced its intent to acquire Tribune Media in a cash-and-stock deal valuing the company at $3.9 billion, plus the assumption of $2.7 billion in debt held by Tribune. The proposed sale resulted in concerns from various groups over the effects of the UHF discount on U.S. media; the Institute for Public Representation coalition filed a request for an emergency motion to stay the reinstatement of the UHF discount order pending a court challenge, echoing Wheeler's opinion that it was outdated and intended to trigger media consolidation. On June 1, 2017, a federal appeals court issued a temporary administrative stay whilst evaluating the request, and rejected it on June 15. On July 13, 2017, a Tribune Media shareholder, identified as Sean McEntire, filed a class-action lawsuit, seeking to halt Tribune's sale to Sinclair, while former
U.S. Securities and Exchange Commission (SEC) attorney Willie Briscoe has begun investigating Tribune's sale to Sinclair. On that same date, another Tribune Media shareholder, identified in legal paperwork as Robert Berg, also filed a class-action lawsuit. The lawsuit accuses Sinclair and Tribune of withholding the details of the two companies' financial projections and the processes used in valuation analyses performed by their financial advisors. Additionally, the registration statement allegedly omits information about potential conflicts of interest concerning Tribune's board of directors and one of its financial advisors. Berg further claims that stockholders are entitled to "an accurate description" of the background of the deal, including processes used by the board to arrive at their decision to recommend the merger. Without this information, Berg argues, stockholders cannot determine whether they support the deal. On July 18, 2017, a third Tribune Media shareholder, identified in legal paperwork as David Pill, also filed a class-action lawsuit which seeks to halt Sinclair's acquisition of Tribune. On July 27, 2017, the law firm of Faruqi & Faruqi, LLP, filed a class-action lawsuit on behalf of Tribune Media shareholders who have been harmed by Tribune's and its board of directors' alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the proposed merger of the Company with Sinclair Broadcast Group, Inc. On October 19, 2017, the sale was approved by Tribune Media shareholders. On July 16, 2018, FCC chairman
Ajit Pai was reported to have "serious concerns" about the merger and proposed a hearing before an
administrative law judge. On August 9, 2018, Tribune decided to back out on the merger, and decided to sue Sinclair, alleging breach of contract.
Acquisition by Nexstar Media Group In November 2018, sale rumors intensified again, with
Byron Allen (founder of
Entertainment Studios),
Ion Media (in partnership with
Cerberus Capital Management and Hicks Equity Partners) having reported interest and
Nexstar Media Group reported as being a leading bidder. On December 3, 2018, Nexstar Media Group announced its intent to merge with Tribune Media for $6.4 billion and it will still be known as "Nexstar Media Group". The sale would give the company 216 stations in 118 markets, placing it just below the FCC's market cap of 39% of TV households. The sale price reflects a 45% increase in valuation over Sinclair's offer. Nexstar plans to divest some stations and "non-core" assets as part of the acquisition. On January 21, 2019, it was reported that Nexstar Media Group has agreed to merge with Tribune Media for about $4.1 billion in cash, making it the largest regional U.S. TV station operator and will take the Nexstar name. On August 1 of that year, the
United States Department of Justice approved the deal. and completed on September 19. ==Assets==