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Tribune Publishing confirms Aug. 4 spinoff date

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Tribune Publishing will spin off from Tribune Co. on Aug. 4, the new publishing company confirmed Tuesday.

Tribune Publishing has applied to have its common stock listed on the New York Stock Exchange under the symbol "TPUB" and expects to begin regular trading on Aug. 5.

The Tribune Co. board finalized the distribution details on Monday, which will separate the Chicago Tribune, Los Angeles Times and six other daily newspapers into a stand-alone, publicly-traded publishing company. Tribune Co. will continue to hold 1.5 percent of the outstanding shares of Tribune Publishing stock after the spinoff.

"I want to take this moment to express my extreme gratitude and respect for all of our publishing employees for their efforts over the course of the company's history and the current leadership who led the charge to establish an independent Tribune Publishing," Tribune Co. CEO Peter Liguori said in a memo to employees Tuesday afternoon.

Tribune Publishing plans to issue 25.4 million shares of common stock, according to a filing last week with the Securities and Exchange Commission. Tribune Co. stakeholders will receive a tax-free distribution of shares in the new company, getting a quarter of a share of TPUB for every share of Tribune Co. stock owned.

The spinoff was announced last summer as a way to offload the publishing assets while avoiding the large capital gains taxes associated with an outright sale. Chicago-based Tribune Co. is retaining its higher-growth broadcasting and entertainment assets, as well as real estate holdings and equity investments.

The Aug. 4 spinoff date was included in a lender presentation last month, but had not previously been confirmed by the company. Tribune Publishing is seeking to raise $350 million in conjunction with its spinoff from Tribune Co.

In an amendment filed with the SEC last week, Tribune Publishing said that subsequent to the closing date, the company has the capacity to add to the $350 million senior term loan by up to $100 million, subject to certain conditions.

The debt includes a $275 million cash dividend Tribune Publishing will pay to Tribune Co. immediately prior to the spinoff.

Liguori said in the memo that Tribune Publishing's outlets are "financially sound and well-positioned for success, powered by award-winning journalism, great original content, innovative technologies, and a continuing commitment to serve the communities in which they are located."

In related news, Tribune Co. announced Tuesday it has elected Laura R. Walker to its board for a three-year term.

Walker, who is president and chief executive officer of New York Public Radio, replaces Eddy Hartenstein, who is becoming non-executive chairman of Tribune Publishing Co.’s board following the expected Aug. 4 spinoff from Tribune Company.

Craig Jacobson was also re-elected to the seven-member board for a three-year term during a stockholders meeting Monday in Los Angeles. Additionally, stockholders voted to change the name of Tribune Co. to Tribune Media Co.

Walker, who began her career as a journalist and producer at National Public Radio, oversees eight radio stations including WNYC and WQXR, New York City’s classical music station. Previously she worked at Carnegie Hall and Sesame Workshop.

In addition to Tribune Co., Walker sits on several boards including Saint Ann’s School, the Women’s Forum and the Yale Center for Customer Insights.

rchannick@tribune.com

Follow @RobertChannick Follow @chibreakingbiz

Copyright © 2014, Los Angeles Times
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