Wednesday, June 07, 2006

Mr. Market


Just before Chris Scvanshtucker Troha tipped us off in the comments, I was reading this from Crain's:

Three key members of the Tribune Co. board have opposed a recent move by the media group to repurchase $2 billion worth of its shares - setting the stage for a possible showdown between the dissenters and company executives.
...
In its Monday filing, Tribune disclosed that the buyback was approved by eight of its 11 directors. Casting votes against it were Jeffrey Chandler, Roger Goodan and William Stinehart Jr. of Chandler Trusts, which owns 12.2 percent of Tribune's stock.

The brief mention of the board vote in the filing offered no details on the disagreement, saying only that Chandler, Goodan and Stinehart "advised the Company that they do not share the opinions" of the Tribune on the repurchase plan.

In case you haven't been following the story closely, the Chandlers are the previous owners of the LA Times. They received their interest in the Trib when the Trib bought the Times a few years back.

But an even better article at TheStreet.com explains some of the politics behind the Chandler move:

Now, with the three Tribune board members from the big-shareholding Chandler family signaling they don't like FitzSimons' $2 billion plan, media investors are wondering if Tribune isn't being pushed onto the auction block -- regardless of what management might like.
...
The move suggests the Chandlers could be looking to find some allies who don't agree with the buyback solution to the company's problems.

So! The reason the Chandlers went public was to stir up dissent! The Chandlers know they'd need three more board votes to change anything at the board level – an unlikely proposition. That means shareholder activism is the key. And not just the public, but the big institutional holders.

So, who could be the allies? Let's look at the major Trib shareholders:

Owner                      Shares    % Owned
McCormick Foundation 36,981,988 12.22%
Chandler Trust 36,876,247 12.18%
Barclays 14,893,865 4.92%
Price (T. Rowe) 14,281,571 4.72%
Lord Abbott 13,463,493 4.45%
Ariel Capital 10,270,258 3.39%
Denis FitzSimons 544,228 0.18%
Don Grenesko 203,450 0.07%
Scott Smith 197,602 0.07%

We already know one of the allies to the Chandlers is Ariel Capital given their statements in the past about divesting non-core, low growth assets. One could logically assume that the McCormick Foundation and the invested management are on the side of the buyback. Those two groups total up their stakes like this:

McCormick Foundation 36,981,988 12.22%
Denis FitzSimons 544,228 0.18%
Don Grenesko 203,450 0.07%
Scott Smith 197,602 0.07%
37,927,268 12.53%

Chandler Trust 36,876,247 12.18%
Ariel Capital 10,270,258 3.39%
47,146,505 15.58%

That leaves Barclays, Price (T. Rowe), and Lord Abbott as the three major power brokers in this transaction. They control 38,015,322 shares which equates to 12.56% of the stock. This makes them every bit the player that the McCormick Foundation and the Chandler Family Trust are.

If you want to know the future of Tribco, and the probability of the Cubs being sold to an individual who understands sports teams are a public trust, watch for any public statements from these three groups regarding their Trib shares.

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