If you blinked this evening, you might’ve missed the latest development in the weeks-long trench warfare between the newspaper companies Gannett and Tronc.
If the headline looks familiar, that’s because both companies have been circling each other since late April, when Gannett unveiled its $815 million bid to take over the Chicago-based Tribune Publishing (now called Tronc). Talks between the two companies have become volatile in the weeks since, as both sides lob accusations at one another while millions of dollars and hundreds of employees hang in the balance.
Here’s what’s happened so far. We’ll be updating this story as the battle continues (it could be a very long time).
Gannett quietly makes an offer to buy Tribune Publishing. In the ensuing days, representatives from Gannett and Tribune Publishing Chairman Michael Ferro have “several phone discussions” about the prospect of acquiring the company.
Gannett cancels a meeting with Tribune Publishing, which was scheduled for April 18 at the Newspaper Association of America conference. There are conflicting characterizations about the circumstances for cancellation: Tribune says Gannett offered no explanation for bailing; Gannett says it explained to Tribune Publishing representatives they wanted to meet with executives from Journal Media Group (which it had just purchased) and Ferro said he understood.
Tribune Publishing sends a letter to Gannett responding to its offer. In the letter, Tribune says it’s retained Goldman, Sachs & Co. and Lazard as its financial adviser.
Tribune Publishing CEO Justin Dearborn reportedly talks to Gannett CEO Robert Dickey about “next steps” for the deal.
Gannett goes public with an $815 million offer to purchase Tribune Publishing. In a letter to Dearborn, Gannett chairman John Jeffry Louis says his company is “disappointed by the response we received” and characterizes Tribune as impeding negotiations. Instant prognostications ensued — Poynter’s Rick Edmonds predicts that Gannett is likely to win the takeover battle. Writing for POLITICO Media and Nieman Lab, Ken Doctor calls the acquisition bid an offer Ferro can’t easily refuse and predicts the Department of Justice won’t oppose the deal.
Within a day of Gannett taking the offer public, a dispute breaks out between the two companies. Tribune and Gannett put forward contrasting accounts of the runup to the public offer, with Dearborn calling Gannett’s leadership “erratic and unreliable.” Gannett fires back, calling its response inaccurate.
Later that day, Ferro tells the Los Angeles Times (which Tribune owns) that Gannett is “trying to steal the company.”
In an interview with Poynter, Dickey says Gannett intends to use the Los Angeles Times, the Chicago Tribune and the Baltimore Sun as regional anchors for its national network of newspapers. In an earnings call that day, Dickey tells analysts that the company’s ultimate goal is to become the top news network in the country as measured by ComScore metrics.
Gannett asks Tribune Publishing shareholders to abstain from voting for a slate of candidates for the company’s board of directors to “send a message” to company leadership.
That same day, Reuters publishes a story quoting anonymous sources at Oaktree Capital, Tribune’s No. 2 shareholder, urging the company to negotiate with Gannett.
During an investor’s call, Tribune Publishing articulates a moneymaking strategy that includes turning the Los Angeles Times into a global brand covering entertainment. The strategy also includes creating a business unit called “Tronc,” which aims to programmatically serve advertising based on “artificial intelligence” that gathers information about reader preferences.
The same day, Oaktree encourages Tribune to sit down with Gannett in a Securities and Exchange Commission filing.
Tribune releases a presentation with talking points aimed at backing up its decision to spurn Gannett’s offer. It calls Gannett’s bid “opportunistic” and compares a possible sale to high-dollar purchases of the Financial Times and The Washington Post.
Tribune Publishing enacts a “poison pill” contingency, which allows Tribune’s shareholders to double their holdings in the event that another party (read: Gannett) acquires more than 20 percent of the company. It’s essentially a plan to thwart any deal.
Gannett and Tribune executives meet in Chicago to go over the possibility of a deal, but the talks are unproductive. At the meeting, Gannett says Ferro hinted that he’d be open to the possibility of a deal so long as he could remain in control after it closed. Tribune says Ferro’s statements were “grossly mischaracterized and taken out of context.”
Writing for POLITICO Media, Doctor reports that the tug-of-war for Tribune could last well into 2017.
Oaktree expresses a vote of no-confidence in Tribune Publishing’s strategy publicly, warning that refusing to deal with Gannett could “destroy enormous shareholder value.”
POLITICO Media reports Ferro has retained lawyers to help with a bid to buy Gannett. The purchase would likely cost north of $2 billion.
In a public letter, Gannett again urges Tribune shareholders to abstain from voting for Tribune’s board of directors nominees. Gannett also says Ferro expressed a willingness to sell the company as long as he could retain control, an accusation Tribune says misconstrues Ferro’s statements. Summing up the whole fraught affair for Fortune, Mathew Ingram compares Gannett and Tribune to two dinosaurs bent on gobbling up their foe in the shadow of disaster. “The winner gets to eat the loser, but that’s probably not going to stop the meteor that is hurtling towards the earth.”
Tribune Publishing rejects Gannett’s $864 million takeover bid. Tribune also announces a $70 million investment from Nant Capital, LLC.
Towle & Co, a St. Louis-based investment firm that holds a major stake in Tribune Publishing, says the company has breached its “fiduciary duty” by not dealing with Gannett and urges the company to strike a deal with Gannett.
Capital Structures Realty, a Tribune Publishing shareholder, files a lawsuit against the company’s executives for a breach of fiduciary duty. Specifically, the complaint seeks to undo a recent deal by company leadership to sell $70 million worth of stock to Nant Capital, the investment firm controlled by Dr. Patrick Soon-Shiong, which Capital Structures says was entered into “for improper reasons.”
This was a busy day in the annals of the Great Newspaper War of 2016. At Tribune Publishing’s annual shareholder meeting, which was closed to the press, the company elected a new board of directors. Gannett says its campaign to convince shareholders to withhold their votes for the director slate was successful, a claim Tribune disputes.
As the day progresses, Bloomberg publishes an anonymously-sourced story claiming that Gannett is leaning toward scuttling its bid for Tribune Publishing. Then, in the evening, Tribune Publishing announces it will change its name to tronc, a move that elicits jeers on social media.
Now, the company appears to be considering additional newspaper acquisitions, perhaps starting with the Chicago Sun-Times.
The Wall Street Journal reports that Gannett has sweetened its deal to buy Tronc. According to the Journal, Tronc is expected to respond by the end of the week.
Politico reports that Tronc is warming to Gannett’s latest bid — one in the mid-$18 range — and is considering a counteroffer. The most recent overture reportedly came from a face-to-face meeting between Gannett’s chairman, John Jeffry Louis, Tronc chairman Michael Ferro and others.
Bloomberg reports that “talks are in full swing” between Gannett and Tronc for a sale estimated at $673 million.
Politico reports that a sale is imminent. The deal is expected to value Tronc at somewhere between $18.50 and $19 per share.
Correction: A previous version of this story misstated the gathering that Tribune and Gannett executives were scheduled to meet at. It is the conference of the Newspaper Association of America, not the National Newspaper Association. Thanks to Poynter’s Rick Edmonds for flagging the mistake. We apologize for our error.
Editor’s note: Poynter receives funding through a training partnership with Gannett. The company has no influence over our news content.