Davis Polk advised JPMorgan Chase Bank, N.A. as administrative agent and J.P. Morgan Securities LLC as joint lead arranger and bookrunner (JPMorgan) in connection with a $1.1 billion senior secured exit term loan facility for Tribune Company (Tribune) entered into pursuant to Tribune’s chapter 11 plan of reorganization (Plan). Pursuant to intercreditor arrangements with Bank of America, N.A. as administrative agent under a $300 million senior secured exit asset-based revolving credit facility for Tribune, the exit term loan facility is secured on a first priority basis by substantially all assets of Tribune and its subsidiaries (other than accounts receivable and certain related assets (ABL Priority Collateral)) and on a second priority basis by the ABL Priority Collateral.
On December 8, 2008, Tribune filed a voluntary chapter 11 petition in the U.S. Bankruptcy Court for the District of Delaware. On July 23, 2012, Judge Kevin Carey confirmed the Plan, and the transactions contemplated thereby were consummated on December 31, 2012, including entry into the exit term loan facility.
Tribune is one of the country’s leading multimedia companies, operating businesses in publishing, digital and broadcasting. Its leading newspapers include the Los Angeles Times, Chicago Tribune, Baltimore Sun and Sun Sentinel. Tribune also operates 23 television broadcasting stations, including WGN America on national cable and Chicago’s WGN-AM.
The Davis Polk credit team included partner James A. Florack, associates Meyer C. Dworkin, Adam J. Ross and Christopher R. Utecht, and law clerks Julian Russo and Gabrielle White. The bankruptcy team included partners Donald S. Bernstein and Damian S. Schaible and associates Eli James Vonnegut and Angela Libby. The tax team included partners Sam Dimon and Neil Barr and associate Changsheng (Eric) Song. The ERISA team included counsel Erin K. Cho and associate Jessica Neidhart Agostinho. The real estate team included counsel James P. McIntyre and associate John Naughton. Associate David R. Bauer assisted with intellectual property issues. Counsel Jeanine P. McGuinness provided advice regarding FCPA/OFAC issues. The legal assistants for the transaction were Karen S. Cottrell, Sonya Jackman and Elliot C. Law. Members of the Davis Polk team are based in the New York and Washington DC offices.
