Tribune plans $10.133 billion facility, $2.1 billion bonds for public-to-private transaction

By Sara Rosenberg

New York, April 5 - Tribune Co. outlined the details of its public-to-private financing package, including plans for a $10.133 billion senior secured credit facility and $2.1 billion of notes, according to an 8-K filed with the Securities and Exchange Commission Thursday.

The credit facility consists of a $7.015 billion seven-year term loan, a $2.105 billion seven-year incremental term loan, a $263 million seven-year delayed-draw term loan and a $750 million six-year revolver.

The bonds can either be senior notes or senior subordinated notes.

As a backup for the bonds, the company has received a commitment for a $2.1 billion senior unsecured bridge facility.

JPMorgan, Merrill Lynch, Citigroup and Bank of America are the joint lead arrangers and joint bookrunners on the credit facility, with JPMorgan administrative agent, Merrill syndicate agent, and Citi and Bank of America co-documentation agents.

Merrill Lynch, JPMorgan, Citigroup and Bank of America are the joint lead arrangers and joint bookrunners on the bridge facility, with Merrill administrative agent, JPMorgan syndicate agent, and Citi and Bank of America co-documentation agents.

In the first stage of the public-to-private transaction, Tribune will complete a cash tender offer for about 126 million shares at $34.00 per share and refinance its existing credit facilities.

In the second stage, Tribune will buy all the remaining outstanding shares of the company.

Tribune's existing publicly traded bonds are expected to remain outstanding.

The cash tender offer is expected to be completed in the second quarter and the purchase of the remaining shares is expected to be completed in the fourth quarter.

The going private transaction is being supported by Sam Zell with a $315 million investment.

Upon completion of the transaction, the company will be privately held, with an Employee Stock Ownership Plan holding all of Tribune's then-outstanding common stock and Zell holding a subordinated note and a warrant entitling him to acquire 40% of Tribune's common stock.

Tribune is a Chicago-based media company.

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