Tribune doubles down on the whole Tronc thing

michael-ferro-yt.jpgMichael Ferro.

After a tumultuous stockholder meeting today in Los Angeles, the former Tribune Publishing said it would be known from now on as Tronc Inc., and will leave the New York Stock Exchange for NASDAQ and trade as TRNC. Tronc, an acronym of sorts for Tribune online content, has been the label Michael Ferro and his CEO, Justin Dearborn, use for their purported technology solution to the financial ailments of their newspapers, including the Los Angeles Times. The latest Chicagoans to tinker with the LA Times also today rejected, again, the purchase bid from Gannett and withstood a Gannett gambit to get stockholders to withhold their votes for new Tribune Publishing/Tronc board members put up by Ferro. The board was elected, although Gannett says some of the new electees did not receive even 50 percent of votes.

Here's how the LA Times story frames it.

The owner of the Los Angeles Times has a new name and a newly elected board, but it’s still dealing with some old business: dissatisfaction from some shareholders with its decision to spurn a buyout offer from rival Gannett Co.

Although precise numbers weren’t available, a sizable percentage of Tribune shareholders – perhaps close to 40% -- voiced disapproval with the company by withholding votes from its slate of board candidates, according to Gannett. One investor filed a lawsuit Wednesday saying the company’s board has failed to act in shareholder interests.

Meanwhile, the war of words between the two companies continued, with Tribune blasting Gannett’s “symbolic” and “feeble” campaign to sway shareholders to withhold votes. Tribune said its board was elected with support from the majority of shareholders.

Following the vote, Tribune Publishing, the Chicago company that owns The Times, the Chicago Tribune and several other daily newspapers, said Thursday that it would change its name to Tronc Inc., taking the name from technology that executives have said will be crucial to the company’s turnaround strategy.

For balance, I guess, here's the take of USA Today, which is owned by Gannett.

Gannett Co. said Thursday it was reviewing its bid to acquire Tribune Publishing Co. after all Tribune board nominees were elected and Tribune changed its name to Tronc Inc., opening an uncertain chapter in the fast-changing quest by Gannett to absorb a large rival.

The moves by Tribune, which owns the Los Angeles Times, Chicago Tribune and nine other dailies, solidify and reflect its determination to continue operations as a stand-alone entity and rebuff Gannett's standing, $864 million offer.

Fearing that the new board will side with Tribune Chairman Michael Ferro in resisting its offer, Gannett, publisher of USA TODAY and more than 100 local news properties, had publicly urged shareholders to withhold their votes. And Thursday's result likely emboldened its stance, though its going-forward plans regarding the bid remain unclear.

"Gannett is reviewing whether to proceed with its acquisition offer taking into account the results of the 'withhold' vote," Gannett said in a statement.

tronc-logo.jpgGannett says that more than 50% of voters did withhold their support from Ferro, Dearborn and director Eddy Hartenstein, the former publisher of the Times.

The name change to Tronc takes effect June 20. The company also plans to launch, a “visual content portal that will curate Tronc’s premium content across” all of its newspapers and websites. In other words, another website you can ignore.

Tribune Publishing's stock value went down a little today, dropping 21 cents to $11.38. Gannett had offered $15 a share, which some of the biggest shareholders of Tribune Publishing had urged the board to take or at least look at seriously.

The name change to Tronc has given new rise to jokes across media Twitter, and among LA Times staffers, current and former. "Tronc if you love Jesus," is one. Someone suggested the Times style guide will now be known as Tronc and White. Another ex-Timeser posted on Facebook that perhaps the acronym stands for Time to Recycle Old Newspaper Company. And so on. You get the idea.

Here's the word that Dearborn sent out to staffers today.


Today, I am pleased to announce another important step in our transformation – the renaming of our Company to tronc, or tribune online content. At our core, we remain a content curation and monetization company focused on creating and distributing premium, verified content across all channels. This rebranding acknowledges our important evolution as a company and captures the essence of our vision for the future.

Tribune Publishing has a proud history, with iconic brands that remain the core of who we are. But as we are all well-aware, the media industry is shifting rapidly, and the path to success requires an innovative new approach and a fundamentally different way of operating.

We are embracing this evolution with open arms and executing a transformation strategy focused on leveraging artificial intelligence and machine learning to create an interactive and customized user experience to benefit our 60 million monthly users. It has been a busy time – in just a few short months, we have already made significant progress, including:

· Reorganizing the business into new operating and reporting units to increase transparency and drive corporate focus;

· Launching troncX, our content curation and monetization engine, which combines our existing assets with new artificial intelligence (“AI”) technology to accelerate our digital growth; and

· Partnering with Nant Capital and Dr. Patrick Soon-Shiong to accelerate the transformation from a legacy news company to a technology and content company.

Renaming the Company is the logical next step in this journey and underscores our commitment to completely transform the business – and the industry – and to continue to best serve our readers and the communities in which we operate.

We will be communicating with you often over the coming weeks about the mechanics of the transition process. Importantly, this change does not impact the name of our proud and iconic brands.

As part of this announcement, we also announced that the Company will be transferring its stock exchange listing from the New York Stock Exchange to the Nasdaq Stock Exchange. tronc shares are expected to begin trading as a Nasdaq-listed security under the new ticker symbol “TRNC” on June 20. Nasdaq is the home to many other leading innovators and technology companies, providing the ideal platform for tronc shares.

Separately, you may have also seen that our Annual Meeting of Shareholders was held earlier today in Los Angeles. We are pleased to announce that shareholders elected all of the Company’s nominees. On behalf of the Board, we are grateful for the support of our shareholders, and look forward to continuing to serve their best interests as we execute our strategic plan.

Importantly, the majority of voting shareholders rejected Gannett’s symbolic, feeble and expensive withhold campaign. We cannot speculate as to what Gannett may choose to do as a result of this rejection, but the best thing we can do is to stay focused on the important work we have underway. I sincerely hope that the Gannett shareholders begin to express their displeasure to the Gannett Board regarding the corporate waste that has been perpetrated these past six weeks with their massive spend on this emblematic campaign. Gannet’s interest in our Company only reinforces the high value of our innovation and strategic vision.

This is an incredibly exciting time as we continue to transform our Company and industry. As we start this new chapter as tronc, I want to thank each of you for the hard work and dedication that has allowed us to create a better future for our Company.

Thank you for all that you do.


Justin Dearborn

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