Subject: Breaking news: Gannett wants to take over Tribune Publishing; USA Today and L.A. Times under one roof?; Tribune board is evaluating bid
From: CNN's Reliable Sources <[email-masked]>
To: <[email-masked]>
Date: Mon, 25 Apr 2016 14:18:37 +0000
List-Id: 47c9040f6ff957a59bd88396emc list <47c9040f6ff957a59bd88396e.161353.list-id.mcsv.net>

By Brian Stelter and the CNNMoney Media team - [email-masked] (mailto:[email-masked])
BREAKING NEWS

** Gannett mounting Tribune takeover
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Gannett wants to take over Tribune Publishing -- signaling further consolidation in the newspaper biz, either by choice or by force. Two weeks ago Gannett CEO Robert Dickey reached out to new TribPub CEO Justin Dearborn, offering to pay roughly $815 million in cash, at $12.25 a share, a 63% premium based on Tribune's closing price of $7.52 a share on Friday.

Gannett says Tribune refused to negotiate, so this morning it went public, releasing a letter that said in part, "We are confident that Tribune's non-management stockholders will support our proposal." Gannett's flagship paper, USA Today, broke the news. (http://www.usatoday.com/story/money/2016/04/25/gannett-offers-815-million-buy-tribune-publishing/83488422/?mc_cid=7bf0649409&mc_eid=[UNIQID])

Tribune says it just needs some time. Sources close to the company -- which has a brand-new management team -- say the board is reviewing the proposal... Meeting frequently... And evaluating its options.

When the market opened, TribPub stock jumped more than 50%. Right now it's around $11.75. One thing the Tribune board must be thinking about: One year ago, $TPUB was hovering around $19.

Here's our CNNMoney story, which we will continue to update all day. (http://money.cnn.com/2016/04/25/media/gannett-tribune/index.html?iid=Lead&mc_cid=7bf0649409&mc_eid=[UNIQID])  Scroll down for full coverage...
This is a breaking news edition of the "Reliable Sources" newsletter. We will only send these sparingly -- in the event of news that's so big it has the whole media biz buzzing. Let us know if you like/dislike it...

** Early reactions to the news
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-- Poynter's Jim Warren writes: (http://www.poynter.org/2016/gannett-offers-to-buy-tribune-publishing-for-815-million/408462/?mc_cid=7bf0649409&mc_eid=[UNIQID]) "Such a deal would dramatically consolidate the industry, furthering what has seemed an unavoidable trend..."

-- DealReporter's Jay Antenen tweets: "Based on the timeline $TPUB is pushing, seems like Gannett is rushing into a hostile bid..."

-- SeekingAlpha: (http://seekingalpha.com/news/3175267-gannett-offers-hefty-premium-tribune-publishing?app=1&mc_cid=7bf0649409&mc_eid=[UNIQID]#email_link)  "Deal synergies of $50M per year are expected..."

-- Per Jon Erlichman, Gannett/Tribune combined would rank as the "8th largest digital media property in the U.S.," based on February data from ComScore...

-- FLASHBACK: Nine years ago, (http://blogs.wsj.com/deals/2007/10/05/will-zells-8-billion-tribune-deal-close-or-not/?mc_cid=7bf0649409&mc_eid=[UNIQID]) all of Tribune, including its TV stations and cable channel, were valued at $8 billion...

** Key quotes from Gannett's letter
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"We believe the financial and strategic logic of a combination of our two companies is clear. The challenges for our industry in the digital age continue…"

"By combining, we would create a company with the financial stability and flexibility equipped to preserve journalistic integrity, high standards and excellence for years to come. We would be able to both empower our journalists and facilitate the creation of exceptional content while delivering stockholder value…"

"Given the opportunity to benefit from the significant premium and near-term liquidity, we are confident that Tribune’s stockholders will embrace our offer. As we have indicated previously, we would prefer to negotiate a transaction with Tribune, but we have determined that making your stockholders aware of our all-cash proposal is necessary, given Tribune’s attempts to delay constructive engagement…"

"This matter is of the highest priority to us…"

** Tribune's response: Give us some time!
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45 minutes after the letter came this statement:

"On receiving the April 12 proposal, the Company communicated by telephone to Gannett that the Board of Directors would engage financial and legal advisors to assist it in reviewing the proposal. On April 22, Tribune Publishing’s Board sent a letter to Gannett indicating it was finalizing engagements with Goldman, Sachs & Co. and Lazard as financial advisors and Kirkland & Ellis LLP as legal advisor. The Board is now engaged, with the assistance of its advisors, in a thorough review..."

In other words: "We're not refusing to negotiate, but we need time to get all all our legal and financial ducks in a row!" Time will tell if that's true, or just spin...

The statement continued with a defense of the company's strategy: "Since the beginning of 2016, Tribune Publishing has been undertaking a transformation and has made significant organizational changes. The Company, which has a new Board chair, CEO and CFO, is focused on executing a content-first strategy." As opposed to content-second, I assume...

** What happens to the L.A. Times?
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Dylan Byers emails:

The big question in Los Angeles this morning: Does a Gannett takeover of Tribune bring an end to the ambitions for a locally owned L.A. Times? For well over a year now, a group of Los Angeles power brokers led by Eli Broad have been scheming to acquire the Times and other Southern California papers and turn them into a privately owned company dominating the Southland media market.

The Gannett bid is a setback for those ambitions -- unless you believe that Broad et al can convince Gannett to spin-off and sell what would be the largest paper in their arsenal. But it's possible. Until then, the Gannett bid is relatively good news for the L.A. Times. They're the only company -- other than New York Times or Dow Jones -- with the financial means and management capability necessary to give the Times a national platform...
And now, here are some of this morning's media stories that will appear in tonight's regularly-scheduled letter...
For the record
-- This morning Josh Elliott filled in for Norah O'Donnell on "CBS This Morning..." His first time co-hosting the broadcast... He joined CBS just last month, initially as an anchor for CBSN...

-- WSJ: (http://www.wsj.com/articles/nbcs-olympic-goals-are-high-despite-hurdles-in-rio-1461543592?tesla=y&mc_cid=7bf0649409&mc_eid=[UNIQID]) "NBCUniversal is rolling out its largest marketing campaign ever" for the Olympics... $100 million worth, the company says, "33% more than four years ago," spanning TV ads, social media and online video...

-- Politico: (http://www.politico.com/blogs/on-media/2016/04/commission-on-presidential-debates-seeks-new-formats-222390?mc_cid=7bf0649409&mc_eid=[UNIQID])  "The commission on presidential debates will start discussions this week on the formats of the four general election debates this fall." Crowdsourced Q's are a possibility!  (http://www.politico.com/blogs/on-media/2016/04/commission-on-presidential-debates-seeks-new-formats-222390?mc_cid=7bf0649409&mc_eid=[UNIQID])

-- What's next for Kelly Ripa? I'll be talking about her impending return to "Live" on HLN around 12:45pm today...

** Trump on the cover of Vanity Fair!
------------------------------------------------------------
Well, sort of...
Next to Amy Schumer is this Trump mean tweet: "Vanity Fair Magazine is doing really poorly. It has gotten worse and worse over the year, and has lost almost all of it's former allure!"

So Graydon Carter turned the insult into a form of an endorsement. The feud continues!

Emily Jane Fox explains: (http://www.vanityfair.com/news/2016/04/donald-trump-vanity-fair-cover?mc_cid=7bf0649409&mc_eid=[UNIQID])  "Each month, Vanity Fair chooses a quote to place on its cover—a line from a notable figure that nods to what is inside the issue or playing out in the news. But given that Trump has spent so much time featuring Vanity Fair and its editor, Graydon Carter, in his daily Twitter musings, it only made sense to acknowledge the years-long 140-character missives he has been launching at what must be his favorite magazine for the first time..."

** "SNL" reducing commercial load & adding sponsored content
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Frank Pallotta emails:

Live from New York, it's... fewer commercials? Yes, NBC announced this morning that "SNL" will reduce its commercial load by 30% next season. This means two fewer commercial pods per episode. But at the same time, "SNL" will add new forms of original sponsored content from advertising partners.

"As the decades have gone by, commercial time has grown," Lorne Michaels said in a statement. "This will give time back to the show and make it easier to watch the show live..."

** "Game of Thrones" viewing party!
------------------------------------------------------------
We send Frank on all the tough assignments. Last night he watched the season six premiere of "Game of Thrones" at a giant viewing party.The location: Professor Thom's sports bar in lower Manhattan. (http://money.cnn.com/2016/04/24/media/game-of-thrones-season-6-premiere-jon-snow/index.html?mc_cid=7bf0649409&mc_eid=[UNIQID] ) The experience: like watching a championship game. "The horde of fans -- some of whom were dressed in the costumes and colors of their favorite 'Thrones' houses -- drank, gasped and cheered at the events of the episode. The bar even served specialty cocktails based on the show called 'The White Walker' and 'The Westerosa.'"

Read all about it here… (http://money.cnn.com/2016/04/24/media/game-of-thrones-season-6-premiere-jon-snow/index.html?mc_cid=7bf0649409&mc_eid=[UNIQID] )

** Media week ahead calendar
------------------------------------------------------------
-- Today: 12pm: Matrix Awards in NYC. Nancy Dubuc, Lena Dunham, Nancy Gibbs, Janice Min among the honorees...
-- Tonight: 9pm: Fareed Zakaria's latest prime time special, "Why They Hate Us," premieres on CNN...
-- Tuesday: 9am: Kelly Ripa returns to work...
-- Tuesday night: The very-hard-to-get-into Time 100 gala...
-- Wednesday: Comcast earnings before the opening bell... Facebook earnings after...
-- Thursday: Viacom earnings before the opening bell... Amazon earnings after...
-- Thursday: White House Correspondents Association dinner weekend begins with a Tinder/Independent Journal shindig and the "Bytes and Bylines" party...
-- Friday, Saturday, Sunday: the WHCA gatherings continue... The dinner itself starts at 7:30pm Saturday... CNN will have live coverage...
-- Sunday 11am: "Reliable Sources" live from DC... WHCA post-game show...

** Listen to Sunday's show as a podcast...
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** ...Or watch the video clips
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** And let us know what you like/dislike!
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Was this breaking news edition of the newsletter helpful? What do you think? Email your feedback to [email-masked] (mailto:[email-masked]) . We'll be back tonight with more media news...
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