Tribune Media Company, formerly known as the Tribune Company, was an American multimedia conglomerate headquartered in Chicago, Illinois.
Through Tribune Broadcasting, Tribune Media was one of the largest television broadcasting companies, owning 39 television stations across the United States and operating three additional stations through local marketing agreements. It owned national basic cable channel/superstation WGN America, regional cable news channel Chicagoland Television (CLTV) and Chicago radio station WGN. Investment interests include the Food Network, in which the company had a 31% share.
Prior to the August 2014 spin-off of the company's publishing division into Tribune Publishing, Tribune Media was the nation's second-largest newspaper publisher behind the Gannett Company, with ten daily newspapers, including the Chicago Tribune, Los Angeles Times, Orlando Sentinel, Sun-Sentinel and The Baltimore Sun, and several commuter tabloids.
In 2007, investors bought the company, taking on substantial debt. The subsequent 2008 bankruptcy of the Tribune Company was the largest bankruptcy in the history of the American media industry. In December 2012 the Tribune Co. emerged from bankruptcy. Tribune announced its sale to Hunt Valley, Maryland-based Sinclair Broadcast Group on May 8, 2017, but on August 9, 2018, Tribune cancelled the sale and sued Sinclair for breach of contract. On December 3, 2018, Nexstar Media Group announced that it would merge with Tribune Media for $4.1 billion. Within Nexstar, Tribune Media remains the license holder for all of the former Tribune stations retained directly by Nexstar after the Nexstar acquisition. The largest broadcast merger in U.S. history was approved in 2019.
Contents
History
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.
Medill's two grandsons, cousins Robert R. McCormick and Joseph Medill Patterson, assumed leadership in 1911. That same year, the Chicago Tribune's first newsprint mill opened in Thorold, Ontario, Canada. The mill marked the beginnings of the Canadian newsprint producer later known as QUNO, in which Tribune held an investment interest until 1995.
Patterson established the company's second newspaper, the New York News in 1919. Tribune's ownership of the New York City tabloid was considered "interlocking" due to an agreement between McCormick and Patterson.
The paper launched a European edition during World War I. To compete with the Saturday Evening Post and Collier's in 1924, the Tribune Company launched a weekly national magazine, Liberty, run by a subsidiary, McCormick-Patterson.
Move into broadcasting
The company entered broadcasting in 1924 by leasing WDAP, one of Chicago's first radio stations. Tribune later changed the station's call letters to WGN, reflecting the Tribune's nickname, "World's Greatest Newspaper." WGN was purchased by the company in 1926 and went on to become prominent in the radio industry.
In 1925, the company completed its new headquarters, the Tribune Tower. That same year, the company decided to fund the future Joseph Medill School of Journalism at Northwestern University.
Liberty magazine eventually exceeded Collier's circulation, but lacked sufficient advertising and was sold in 1931. The Tribune's European edition was also cut. However, Tribune launched the Chicago Tribune-New York News Syndicate content syndication service in 1933.
With the death of Joe Patterson's sister and owner of the Washington Times-Herald, Eleanor (Cissy) Patterson, in 1948, the Tribune Company purchased the paper and operated it until 1954, when the Times-Herald was absorbed by The Washington Post. Expecting a printer's strike in November 1948, the Tribune printed their paper early, mistakenly proclaiming "Dewey Defeats Truman" in the 1948 presidential election. Tribune entered the television industry then in its infancy, in 1948, with the establishment of WGN-TV in Chicago in April and WPIX in New York City in June of that year. In 1956, the Tribune Company purchased the Chicago American from William Randolph Hearst.
In the 1960s, the company entered the booming Florida market, acquiring the Fort Lauderdale-based Gore Newspapers Company, owner of the Pompano-based Sun-Sentinel and Fort Lauderdale News in 1963 and the Sentinel-Star Company, owners of the Orlando Sentinel, in 1965. Also in 1963, the company purchased part of the defunct New York Mirror. The company increased its broadcast holdings with the acquisition of radio station WQCD-FM in New York City in 1964 and independent television station KWGN-TV in Denver in 1965. In 1967, the company began printing a tabloid serving suburban areas of Chicago, The Suburban Trib.
The corporation was reorganized in 1968 by reincorporating under Delaware's General Corporation Law, ending its Illinois incorporation, splitting its stock by four for one and forming a separate subsidiary of the Chicago Tribune.
Public corporation
In 1983, The Suburban Trib was replaced by zone editions of the Chicago Tribune. That October, the Tribune Company became a public firm, with the sale of 7.7 million shares at $26.75 a share. In 1985, Tribune Broadcasting acquired Los Angeles independent station KTLA from Kohlberg Kravis Roberts for a record $510 million. Because of the Federal Communications Commission's media cross-ownership regulations, which prohibit the ownership of a television station and newspaper in the same market, Tribune was forced to sell the Los Angeles Daily News. With the purchase of KTLA, Tribune became the fourth largest television station owner in the United States, behind the three major broadcast networks. The company acquired Newport News, Virginia newspaper, the Daily Press in 1986, but sold off the newspaper's co-owned cable television operations.
To counteract a possible hostile corporate takeover in 1987, the Tribune Company developed a plan that allowed shareholders the right to purchase additional preferred shares from a new series of stock in the event that a buyer acquired 10% of the company's common stock or a tender offer for the company. Shareholders also ratified a two-for-one stock split. Tribune Entertainment experienced success in 1987 with the launch of the syndicated daytime talk show Geraldo. In 1988, Tribune purchased five weekly papers based in Santa Clara County, California. In the wake of a dispute with some of its labor unions, Tribune sold the Daily News to British businessman Robert Maxwell in 1991.
With changes in the media industry due to greater public access to the internet in the 1990s, Tribune Publishing began to sell off some of its newspaper properties. Tribune Broadcasting steadily acquired additional stations during the decade, while Tribune itself launched two new divisions, Tribune Ventures and Tribune Education. In 1993, Tribune Broadcasting launched Chicagoland Television (CLTV), a 24-hour local cable news channel for the Chicago area.
Online editions of Tribune's newspapers were developed starting in 1995, with the Chicago Tribune's digital edition launching in 1996. Also in 1996, Tribune (holding a 20% interest) created a joint venture with American Online (which held an 80% interest) called Digital City, Inc. to set up a series of Digital City websites to provide interactive local news and information services. By 1997, Tribune Publishing had only four daily newspapers remaining in its portfolio: the Chicago Tribune, the Fort Lauderdale Sun-Sentinel, the Orlando Sentinel and the Daily Press. Tribune also set up its Tribune Ventures division to acquire stakes in newer media businesses. During the middle of that year, Tribune Ventures purchased interests in companies such as AOL (owning 4%), electronic payment specialist CheckFree Corporation (owning 5%), search engine company Excite, Inc. (owning 7%), Mercury Mail, Inc. (owning 13%), Open Market, Inc. (owning 6%), and Peapod LP (owning 13%). Also that year, the Orlando Sentinel and Time Warner Cable joined together to create the Orlando-based local cable news channel, Central Florida News 13. Tribune also purchased a 31% stake in the Food 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, with the intent to take the company private. The deal was approved by 97% of the company's shareholders on August 21, 2007. 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-Sentinel's 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.
On October 27, 2009, Thomas S. Ricketts purchased a majority ownership (95%) of the Chicago Cubs. The sale also included Wrigley Field and a 25% ownership stake in Comcast SportsNet Chicago, as part of a deal designed to help Tribune restructure. 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 February 26, 2013, it was reported that Tribune hired investment firms Evercore Partners and J.P. Morgan to oversee the sale of its newspapers. 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. On November 20, 2013, Tribune announced it would cut 700 jobs in its newspaper operations, citing falling advertising revenue.
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.
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. In January 2017, Tribune Media announced that Peter Liguori would step down as President and CEO in March.
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.
Assets
Tribune Broadcasting, broadcast media holdings
Antenna TV
This TV
Tribune Studios
WGN America
Chicagoland Television, regional cable news channel
Tribune (FN) Cable Ventures Inc.
Television Food Network, G.P. (31%, with Discovery, Inc.)
Food Network
Cooking Channel
Tribune Publishing, print media holdings
Zap2it
TV by the Numbers
CareerBuilder, an online employment website with The McClatchy Company and Gannett Company
Metromix, an entertainment website with Gannett Company
Topix
Tribune News Service, a publication put out by Tribune Content Agency
The WB, a former television network in joint venture with Warner Bros.