Proxy Advisory Firms ISS and Glass Lewis Recommend Tribune Publishing Shareholders Reject Gannett's Withhold Vote Campaign

Glass Lewis Recommends Tribune Publishing Shareholders Vote “For” All Tribune Directors, Following the ISS Recommendation to Vote “For” the Majority of Tribune Directors

CHICAGO--()--Tribune Publishing Co. (NYSE: TPUB) today announced that Glass, Lewis & Co. (“Glass Lewis”), a leading independent proxy voting and corporate governance advisory firm, recommended Tribune shareholders vote “For” all of the Company’s directors and not support Gannett’s withhold campaign. The Glass Lewis report follows the recommendation from Institutional Shareholder Services Inc. (“ISS”), another leading independent proxy voting and corporate governance advisory firm, that Tribune shareholders vote “For” the majority of Tribune’s directors.

“– appears to have been appropriate, leaving little reason, at this meeting, to believe withholding votes from directors, on the grounds Gannett has argued, is warranted.”

“The Glass Lewis recommendation provides further validation that the Board’s measured and thorough response to Gannett’s proposals was appropriate and in the best interests of shareholders. Two leading proxy advisors – Institutional Shareholder Services and Glass Lewis – have now advised shareholders to ignore Gannett’s illusory withhold campaign. Our Board remains committed to creating superior value for all shareholders,” said Tribune Publishing CEO Justin Dearborn.

In its May 24, 2016 report, Glass Lewis stated1:

  • “…we believe Tribune's depressed pre-announcement valuation, the brief tenure of a substantially reconstituted board and what appears to be at least a reasonable engagement effort by Tribune collectively provide little decisive basis upon which to suggest shareholders should support Gannett's campaign. This perspective is redoubled with reference to the fact that Tribune investors, and the market more generally, have been afforded very little time to fully assess the viability of a strategic pivot initiated just three months ago.”
  • “…the board did, in fact, make some considerable effort to fully evaluate Gannett's approach prior to rejecting each bid. That the board ultimately arrived at a negative reply in each case does not, on its own, suggest there was an inadequate review of each offer, in our view. We would further note the board has publicly conveyed its willingness to engage with Gannett, subject to negotiation of a mutually acceptable non-disclosure agreement.”
  • “On balance, then, we believe Gannett has offered insufficient cause for investors to support its current campaign. Perhaps most important -- headline premiums aside -- is the fact that a broader perspective raises reasonable concern that Gannett's original and current bid were submitted contemporaneous with all-time lows in Tribune's unaffected price and valuation, and well prior to public disclosure of any data that would allow unaffiliated Tribune investors to assess the bid as a function of the Company's ongoing turn-around plan, rather than as an extension of the less-than-compelling returns generated by the previous regime.”
  • “…we believe the reconstituted board is well positioned to fully evaluate and reject any bids that seem particularly opportunistic -- whether submitted by Gannett or any other party -- while remaining broadly open to engagement and continuing to press forward with an operational strategy intended to generate more attractive long-term value for investors in a challenging operational environment. We have not identified clear and unambiguous cause to suggest the Tribune board has materially deviated from that framework. Based on these factors, we believe investors should support management's nominees at this time.”

As previously highlighted, in its May 22, 2016 report, ISS noted2:

  • “Whether that bid is in fact sufficiently compelling as a starting point for negotiations is also reasonably in doubt, given that even the improved bid is at or below the median EV/EBITDA multiple at which peers are currently trading. The favorability of the bid compared to the next-best alternative, remaining stand-alone under a new leadership and a new strategy, is also unclear, just three months in. Given these considerations it appears that the target board's response – which has been more extensive than merely saying "no" – appears to have been appropriate, leaving little reason, at this meeting, to believe withholding votes from directors, on the grounds Gannett has argued, is warranted.”

Goldman, Sachs & Co. and Lazard are acting as financial advisors and Kirkland & Ellis LLP is acting as legal advisor to Tribune Publishing.

About Tribune Publishing:

Tribune Publishing Company (NYSE:TPUB) is a diversified media and marketing-solutions company that delivers innovative experiences for audiences and advertisers across all platforms. The company’s diverse portfolio of iconic news and information brands includes 11 award-winning major daily titles, more than 60 digital properties and more than 180 verticals in markets, including Los Angeles; San Diego; Chicago; South Florida; Orlando; Baltimore; Carroll County and Annapolis, Md.; Hartford, Conn.; Allentown, Pa., and Newport News, Va. Tribune Publishing also offers an array of customized marketing solutions, and operates a number of niche products, including Hoy, El Sentinel and VidaLatina, making Tribune Publishing the country’s largest Spanish-language publisher. Tribune Publishing Company is headquartered in Chicago.

Cautionary Statements Regarding Forward-looking Statements:

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding Tribune Publishing’s expectations regarding its strategic transformation plan. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “will,” “projections,” “continue,” “business outlook,” “estimate,” “outlook,” or similar expressions constitute forward-looking statements. Differences in Tribune Publishing’s actual results from those described in these forward-looking statements may result from actions taken by Tribune Publishing as well as from risks and uncertainties beyond Tribune Publishing’s control. These risks and uncertainties include competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; changes in advertising demand, circulation levels and audience shares; the Company’s ability to develop and grow its online businesses; the Company’s reliance on revenue from printing and distributing third-party publications; changes in newsprint prices; macroeconomic trends and conditions; the Company’s ability to adapt to technological changes; the Company’s ability to realize benefits or synergies from acquisitions or divestitures or to operate its businesses effectively following acquisitions or divestitures; the Company’s success in implementing expense mitigation efforts; the Company’s reliance on third-party vendors for various services; adverse results from litigation, governmental investigations or tax-related proceedings or audits; the Company’s ability to attract and retain employees; the Company’s ability to satisfy pension and other postretirement employee benefit obligations; changes in accounting standards; the effect of labor strikes, lockouts and labor negotiations; regulatory and judicial rulings; the Company’s indebtedness and ability to comply with debt covenants applicable to its debt facilities; the Company’s ability to satisfy future capital and liquidity requirements; the Company’s ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; and other events beyond the Company’s control that may result in unexpected adverse operating results. The Company’s actual results could also be impacted by the other risks detailed from time to time in its publicly filed documents, including in Item 1A (Risk Factors) of its most recent Annual Report on Form 10-K, in its Quarterly Report on Form 10-Q and in other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.1 Permission to quote from the Glass Lewis report was neither sought nor obtained.

1 Permission to quote from the Glass Lewis report was neither sought nor obtained.

2 Permission to quote from the ISS report was neither sought nor obtained.



Tribune Publishing Co.
Investor Contact:
Kimbre Neidhart, 469-528-9366
Tom Germinario/Kristian Klein/Ed McCarthy, 212-269-5550
Press Contacts:
Dana Meyer, 312-222-3308
Bryan Locke/Robin Weinberg/Jenny Gore, 312-895-4700

Tribune Publishing Co.