Tribune confirms second bid for Sentinel parent

Deal would value Sentinel parent at $680 million

Maryland hotel executive and Swiss billionaire combine for $680 million fully financed bid, higher than Alden hedge fund’s offer.

Tribune Publishing early Monday confirmed it received a revised, fully financed bid from a second suitor that “would reasonably be expected to lead to a ‘Superior Proposal’ ” over the bid received from Alden Global Capital.

In a news release, Tribune Publishing said the $18.50-per-share bid submitted April 1 by an entity named Newslight, jointly owned by Maryland hotel executive Stewart Bainum and Swiss billionaire Hansjorg Wyss, is fully financed. The $680 million bid remains subject to conditions such as due diligence and the completion of a definitive agreement.

Alden, a New York-based hedge fund and Tribune Publishing’s largest shareholder with a 31.6% stake, reached an agreement in February to buy the rest of the company at $17.25 per share and take it private. That deal values Tribune Publishing at about $633 million.

If Tribune Publishing accepts a higher bid, Alden would have four business days to match the higher offer or receive a $20 million breakup fee, according to filings with the Securities and Exchange Commission.

The special committee’s determination that the Newslight offer would be expected to lead to a higher bid means the company can begin negotiations with that group but Tribune is not allowed to terminate the merger agreement with Alden or enter into a merger agreement with Newslight, Bainum or Wyss, Tribune said.

“There can be no assurance that the discussions with Newslight and its principals will result in a binding proposal, that the special committee will determine that any such proposal constitutes a ‘Superior Proposal’ or that a transaction with Newslight will be approved or consummated on any particular terms or at all,” the company said.

Tribune Publishing said its board continues to recommend that Tribune shareholders vote in favor of the Alden proposal. No vote has been scheduled.

In addition to the Orlando Sentinel and South Florida’s Sun Sentinel, Tribune Publishing owns the Chicago Tribune; The Baltimore Sun; the Hartford (Connecticut) Courant; New York Daily News; the Capital Gazette in Annapolis, Maryland; The Morning Call in Allentown, Pennsylvania; the Daily Press in Newport News, Virginia; and The Virginian-Pilot in Norfolk, Virginia.

The Tribune reported on the rival bid Sunday night, at which time Alden did not respond to a request for comment and Tim Ragones, a spokesman for the special committee of the Tribune Publishing board vetting the offers, declined to comment.

The chairman of Maryland-based Choice Hotels International, Bainum signed a nonbinding agreement to buy The Baltimore Sun for $65 million upon Alden’s acquisition of Tribune Publishing. That deal hit a snag last month over the terms of a transition services agreement for the Sun, leading Bainum to seek an exit from the deal to pursue buying all of Tribune Publishing.

Wyss, an octogenarian former CEO of medical device manufacturer Synthes who lives in Wyoming and runs a conservation foundation, teamed up with Bainum last month to support journalism and guide the fortunes of the Chicago Tribune, the flagship newspaper of Tribune Publishing. He led the 2012 sale of Synthes to Johnson & Johnson for about $20 billion.

If a deal is consummated, the long-term plan is for Bainum to own The Baltimore Sun, Wyss to own the Chicago Tribune, and to sell off the rest of the Tribune Publishing newspapers to individual or group owners, a source told the Tribune on Sunday.