Item 1.01 Entry into a Material Definitive Agreement.
On December 1, 2019, Tribune Publishing Company (the Company) entered into a Cooperation Agreement (the Cooperation Agreement) with Alden Global Opportunities Master Fund, L.P. and Alden Global Value Recovery Master Fund, L.P. (the Alden Funds) pursuant to which the Board of Directors of the Company (the Board) agreed to increase the size of the Board to eight directors and promptly appoint each of Dana Goldsmith Needleman and Christopher Minnetian (together with Ms. Needleman, the Alden Designees) as directors of the Company.
The Cooperation Agreement further provides, among other things, that:
· Subject to certain conditions, the Board will nominate each of the Alden Designees for election to the Board at the Companys 2020 annual meeting of stockholders, which will be held on or before June 15, 2020;
· Until June 30, 2020 (the Cooperation Period), the size of the Board will not be increased above 8 members;
· During the Cooperation Period, the Alden Funds and their affiliates will be subject to customary standstill restrictions, including (among others) refraining from (i) acquiring securities of the Company if it would result in their ownership of more than 33% of the Companys outstanding shares of common stock, $0.01 par value (the Common Stock); (ii) soliciting proxies to vote any securities of the Company; (iii) forming or participating in a group in connection with the Companys voting securities or (iv) otherwise acting alone, or in concert with others, to seek to control or knowingly influence the management, Board or policies of the Company; provided that such prohibitions terminate if (a) a person or group that owns more than 15% of the issued and outstanding Common Stock (a Related Party Investor) (x) makes any proposal (other than a precatory proposal) at a meeting of the Companys stockholders or otherwise acts alone, or in concert with others, to seek to control or knowingly influence the management, Board or policies of the Company, (y) cooperates or otherwise acts in concert with the Board to nominate or elect a director that is proposed by, or is an employee or affiliate of, such Related Party Investor, or (z) acquires beneficial ownership of shares of Common Stock representing an additional 5% or more of the issued and outstanding Common Stock; (b) the Company enters into a material agreement with any Related Party Investor, other than on arms length terms (a Related Party Agreement) or alters, amends or modifies in any way a Related Party Agreement, other than on terms no less favorable to the Company than would be obtainable through arms-length negotiations with a hypothetically similarly situated bona fide third party; (c) the Company amends, waives or fails to enforce, the terms of any voting agreement or standstill agreement between the Company and a Related Party Investor other than such amendments or waivers that, taken as a whole, make the agreement more restrictive on the Related Party Investor or (d) the Alden Designees are not nominated for election at, or are not elected at, the Companys 2020 stockholder meeting; and
· During the Cooperation Period, the Alden Funds and their respective affiliates will vote their shares of Common Stock in favor of any of the Boards director nominees and against the removal of any such directors.
The description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference. The press release announcing matters relating to the Cooperation Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.