McCormick Tribune, Cantigny Foundations Retain Blackstone Group as Financial Advisor
CHICAGO, Jan. 4 /PRNewswire/ — McCormick Tribune Foundation stated today that it and the Cantigny Foundation have retained the Corporate Advisory Services division of The Blackstone Group L.P. to advise the foundations as they consider alternatives involving their investment in Tribune Company.
The McCormick Tribune Foundation is a holder of approximately 28 million shares of Tribune Company common stock, representing some 11.7 percent of Tribune Company shares outstanding. The Cantigny Foundation owns 3.3 million shares of Tribune Company stock, or 1.4 percent of shares outstanding. The retention of Blackstone Group by the Foundations comes as an independent special committee of the Tribune Company board of directors continues its previously announced strategic review.
Both the McCormick Tribune Foundation and the Cantigny Foundation were successors in interest to two charitable trusts created in 1955 in the declarations of the will of Robert R. McCormick, who at the time of his death was Chairman and CEO of Tribune Company and its largest shareholder.
Through a 13D filing made today with the Securities and Exchange Commission (SEC), the McCormick Tribune Foundation also advised the SEC that it has signed a non-disclosure agreement with Tribune Company under which the company will provide the Foundation with non-public financial information. This information will aid the Foundation and its financial advisor in its effort to determine what course of action is in its best interests with regard to its Tribune Company investment.
The financial advisor’s work will be directed by a special advisory committee of the Foundation’s board, made up of James C. Dowdle and John W. Madigan, the two Foundation directors who retired as officers of Tribune Company in 1999 and 2003, respectively. The three other Foundation board directors are currently officers of Tribune Company. According to the filing, these individuals are isolated from deliberations regarding the foundation’s strategic alternatives. The law firm of Katten Muchin Rosenman LLP has been retained to provide legal counsel to the special advisory committee.
“The Foundation board is under a fiduciary obligation to exercise prudent business judgment with the objective of preserving and enhancing the Foundation’s assets so it can continue its significant philanthropic programs that benefit not-for-profit organizations in Chicago and across the U.S.,” stated Joseph A. Hays, a spokesperson for the McCormick Tribune Foundation.
The filing notes that, “based upon its and its financial advisors’ evaluation and the course of future developments, the Foundation reserves the right to take such actions as it deems appropriate in light of the circumstances existing at the time, including, without limitation, making additional purchases of [Tribune Company] Common Stock or disposing of its shares of Common Stock in the open market, block trades, privately negotiated transactions or otherwise, and pursuing alternative transactions.”
Over the years, given the value of its holdings, the McCormick Tribune Foundation has been ranked as one of the largest charitable organizations in the U.S. In the fifty-one years since its creation, the Foundation has been one of the largest contributors to not-for-profit organizations in Chicago and a major contributor to other cities in the U.S. Over the past ten years, the foundation has made grants of almost $1 billion, one-third of which has gone to not-for-profit organizations in the Chicagoland area.
The McCormick Tribune Foundation, a nonprofit, charitable organization, advances the ideals of a free, democratic society by investing in our children, communities and country. In addition to its annual charitable, grant-making programs across the country, the Foundation operates Cantigny Park & Golf and Cantigny First Division Foundation in Wheaton, Illinois and the McCormick Tribune Freedom Museum in Chicago. For the details of its programs and organization, see http://www.mccormicktribune.org.
McCormick Tribune Foundation – 01/04/2007