1861-2019 жылдар аралығындағы «Tribune Media» компаниясының тарихы

American media conglomerate (1861–2019)

Tribune Media Company, also known as 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 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.

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. KRT became MCT (McClatchy Tribune Information Services), which was jointly owned by the Tribune Company and McClatchy. The company stopped publishing the tabloid Chicago Today in 1974; the Tribune also began publishing all day editions. An approval of changes to the Tribune bylaws in 1974 triggered a lawsuit by shareholders who saw this as a move towards taking the company public. The lawsuit by Josephine Albright – Joseph Patterson's daughter – and her son, Joseph Albright, was dismissed in 1979. Tribune purchased a 12.5% stake in The WB Television Network in August 1995; the company had ten of its 16 stations affiliated with the network (including five that were signed as charter affiliates through The WB's initial 1993 affiliation deal with Tribune). Tribune invested $21 million in The WB in March 1997, which increased its equity interest in the network to 21.9%. Tribune entered into a new business sector when it formed Tribune Education in 1993. The sector grew and provided high profit margins. Through 1996, Tribune used $400 million to purchase several publishers of education material: Contemporary Books, Inc., The Wright Group, Everyday Learning Corporation, Jamestown Publishers, Inc., Educational Publishing Corporation, NTC Publishing Group and Janson Publications. In 1996, this group was the number one publisher of supplemental education materials. Tribune Education acquired an 80.5% stake in mass market children's book publisher Landoll in 1997. The Times Mirror merger added seven daily newspapers to Tribune's existing publishing properties, including the Los Angeles Times, the Long Island based Newsday, The Baltimore Sun and the Hartford Courant. Tribune did not maintain an ownership interest in the network.

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, 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 Sentinels 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").

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. 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.

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 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).

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. 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. 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. On April 30, 2017, The Wall Street Journal reported that there were competing bids for Tribune from a partnership between 21st Century Fox and private equity firm Blackstone Group (under which Fox would contribute its existing station group into a joint venture with Blackstone), and Nexstar Media Group. The Fox/Blackstone deal was being proposed as a defensive measure, due to concerns by 21st Century Fox over the number of Fox affiliated stations Sinclair would control if it acquired Tribune Media. However, The New York Times reported that Fox had not actually made a formal bid for Tribune Media. On May 8, 2017, Sinclair Broadcast Group officially announced its intent to acquire Tribune Media in a cash and stock deal valuing the company at $3.9 billion, plus the assumption of $2.7 billion in debt held by Tribune. The proposed sale resulted in concerns from various groups over the effects of the UHF discount on U. S. media; the Institute for Public Representation coalition filed a request for an emergency motion to stay the reinstatement of the UHF discount order pending a court challenge, echoing Wheeler's opinion that it was outdated and intended to trigger media consolidation. On June 1, 2017, a federal appeals court issued a temporary administrative stay whilst evaluating the request, and rejected it on June 15. On July 13, 2017, a Tribune Media shareholder, identified as Sean McEntire, filed a class action lawsuit, seeking to halt Tribune's sale to Sinclair, while former U. S. Securities and Exchange Commission (SEC) attorney Willie Briscoe has begun investigating Tribune's sale to Sinclair. On that same date, another Tribune Media shareholder, identified in legal paperwork as Robert Berg, also filed a class action lawsuit. The lawsuit accuses Sinclair and Tribune of withholding the details of the two companies' financial projections and the processes used in valuation analyses performed by their financial advisors. Additionally, the registration statement allegedly omits information about potential conflicts of interest concerning Tribune's board of directors and one of its financial advisors. Berg further claims that stockholders are entitled to "an accurate description" of the background of the deal, including processes used by the board to arrive at their decision to recommend the merger. Without this information, Berg argues, stockholders cannot determine whether they support the deal. On July 18, 2017, a third Tribune Media shareholder, identified in legal paperwork as David Pill, also filed a class action lawsuit which seeks to halt Sinclair's acquisition of Tribune. On July 27, 2017, the law firm of Faruqi & Faruqi, LLP, filed a class action lawsuit on behalf of Tribune Media shareholders who have been harmed by Tribune's and its board of directors' alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the proposed merger of the Company with Sinclair Broadcast Group, Inc.

On October 19, 2017, the sale was approved by Tribune Media shareholders. On July 16, 2018, FCC chairman Ajit Pai was reported to have "serious concerns" about the merger and proposed a hearing before an administrative law judge. On August 9, 2018, Tribune decided to back out on the merger, and decided to sue Sinclair, alleging breach of contract.

In November 2018, sale rumors intensified again, with Byron Allen (founder of Entertainment Studios), Ion Media (in partnership with Cerberus Capital Management and Hicks Equity Partners) having reported interest and Nexstar Media Group reported as being a leading bidder. On December 3, 2018, Nexstar Media Group announced its intent to merge with Tribune Media for $6.4 billion and it will still be known as "Nexstar Media Group". The sale would give the company 216 stations in 118 markets, placing it just below the FCC's market cap of 39% of TV households. The sale price reflects a 45% increase in valuation over Sinclair's offer. Nexstar plans to divest some stations and "non core" assets as part of the acquisition. On January 21, 2019, it was reported that Nexstar Media Group has agreed to merge with Tribune Media for about $4.1 billion in cash, making it the largest regional U. S. TV station operator and will take the Nexstar name. On August 1 of that year, the United States Department of Justice approved the deal. and completed on September 19.