The document announces a two-stage merger transaction where Tribune shareholders will receive $34 per share in cash. Sam Zell will invest $250 million in Tribune and become chairman. Tribune will become privately held through an employee stock ownership plan. The Chicago Cubs and Tribune's stake in a regional sports network will be sold to pay down debt. The transaction is aimed at maximizing shareholder value and offers shareholders a premium for their shares.
Entercom Communications Corp. and CBS Corporation announced a merger deal to combine CBS Radio with Entercom, creating the second largest radio broadcasting company in the U.S. with 244 stations across 27 markets. The all-stock deal is valued at over $2 billion and will position the combined company to better compete in the evolving media landscape through increased scale and synergies. David Field will lead the combined company as CEO while Leslie Moonves and Andre Fernandez will continue in their roles through closing of the transaction, expected in the second half of 2017.
Southern Company reported higher than expected earnings for the 4th quarter and full year of 2004. Earnings for the 4th quarter were $204.5 million compared to $125 million in 2003. For the full year, earnings were $1.53 billion compared to $1.47 billion in 2003. Strong economic growth in the Southeast contributed to increased electricity sales and better than expected results. Looking ahead, Southern Company expects earnings per share growth of 5% annually and provided guidance of $2.04-$2.09 per share for 2005.
The document is a Form 8-K filed with the SEC by Cascade Technologies Corp. announcing the completion of the acquisition of Spectral Molecular Imaging, Inc. through a merger. As a result of the merger, SMI became a wholly-owned subsidiary of Cascade. Cascade also completed a private placement of convertible notes and canceled shares to change its capital structure. The filing provides details on the terms of the merger agreement and describes the businesses and industry outlook of both Cascade and SMI.
Clear Channel Communications reported record financial results for 2007. Revenue increased 6% to $6.82 billion for the full year, with net income rising 37% to $938.5 million. Earnings per share reached a record high of $1.89. Revenue and OIBDAN grew in both the radio and outdoor advertising divisions. The company also provided updates on its pending acquisition by private equity firms and its plans to divest its television and non-core radio stations.
U.S. Securities and Exchange Commission Proposes New Rule on Pay DisclosurePatton Boggs LLP
The SEC proposed a new rule that would require public companies to disclose the ratio of the compensation of its principal executive officer to the median compensation of all employees. The rule is meant to provide transparency on pay disparity and rein in bloated executive pay. It allows companies flexibility in calculating median pay and identifying employees. Companies can use statistical sampling or other reasonable methods. They can make reasonable estimates and do not need to include contractors. The ratio must be expressed as a ratio or narrative multiple. Companies must disclose their methodology and assumptions. The rule applies to companies already providing executive pay disclosure but provides exemptions for smaller companies.
This annual report summarizes Sears, Roebuck and Company's performance in 1936. It had its most profitable year ever, with net profits of $30.6 million compared to $4.45 per share the previous year. The company contributed heavily to employee pension funds and paid substantial taxes. Inventory levels and installment balances grew substantially to support increasing sales. The report discusses the company's responsibilities to customers, the public, employees, and suppliers, noting policies and practices that fulfill its obligations in each area.
Southern Company reported second quarter earnings of $387 million, up from $352 million in the second quarter of 2004. Earnings for the first six months of 2005 were $710 million, compared to $683 million for the same period last year. Factors contributing positively included continued economic strength and customer growth in the Southeast. However, extremely mild weather in the second quarter offset some of these gains. Southern Company's focus on business execution and a strong regional economy contributed to solid performance despite rising energy prices and mild weather. Total sales to customers decreased 1.8% compared to the second quarter of 2004. Southern Company's business outlook focuses on its regulated retail business and growing its competitive wholesale generation business.
Entercom Communications Corp. and CBS Corporation announced a merger deal to combine CBS Radio with Entercom, creating the second largest radio broadcasting company in the U.S. with 244 stations across 27 markets. The all-stock deal is valued at over $2 billion and will position the combined company to better compete in the evolving media landscape through increased scale and synergies. David Field will lead the combined company as CEO while Leslie Moonves and Andre Fernandez will continue in their roles through closing of the transaction, expected in the second half of 2017.
Southern Company reported higher than expected earnings for the 4th quarter and full year of 2004. Earnings for the 4th quarter were $204.5 million compared to $125 million in 2003. For the full year, earnings were $1.53 billion compared to $1.47 billion in 2003. Strong economic growth in the Southeast contributed to increased electricity sales and better than expected results. Looking ahead, Southern Company expects earnings per share growth of 5% annually and provided guidance of $2.04-$2.09 per share for 2005.
The document is a Form 8-K filed with the SEC by Cascade Technologies Corp. announcing the completion of the acquisition of Spectral Molecular Imaging, Inc. through a merger. As a result of the merger, SMI became a wholly-owned subsidiary of Cascade. Cascade also completed a private placement of convertible notes and canceled shares to change its capital structure. The filing provides details on the terms of the merger agreement and describes the businesses and industry outlook of both Cascade and SMI.
Clear Channel Communications reported record financial results for 2007. Revenue increased 6% to $6.82 billion for the full year, with net income rising 37% to $938.5 million. Earnings per share reached a record high of $1.89. Revenue and OIBDAN grew in both the radio and outdoor advertising divisions. The company also provided updates on its pending acquisition by private equity firms and its plans to divest its television and non-core radio stations.
U.S. Securities and Exchange Commission Proposes New Rule on Pay DisclosurePatton Boggs LLP
The SEC proposed a new rule that would require public companies to disclose the ratio of the compensation of its principal executive officer to the median compensation of all employees. The rule is meant to provide transparency on pay disparity and rein in bloated executive pay. It allows companies flexibility in calculating median pay and identifying employees. Companies can use statistical sampling or other reasonable methods. They can make reasonable estimates and do not need to include contractors. The ratio must be expressed as a ratio or narrative multiple. Companies must disclose their methodology and assumptions. The rule applies to companies already providing executive pay disclosure but provides exemptions for smaller companies.
This annual report summarizes Sears, Roebuck and Company's performance in 1936. It had its most profitable year ever, with net profits of $30.6 million compared to $4.45 per share the previous year. The company contributed heavily to employee pension funds and paid substantial taxes. Inventory levels and installment balances grew substantially to support increasing sales. The report discusses the company's responsibilities to customers, the public, employees, and suppliers, noting policies and practices that fulfill its obligations in each area.
Southern Company reported second quarter earnings of $387 million, up from $352 million in the second quarter of 2004. Earnings for the first six months of 2005 were $710 million, compared to $683 million for the same period last year. Factors contributing positively included continued economic strength and customer growth in the Southeast. However, extremely mild weather in the second quarter offset some of these gains. Southern Company's focus on business execution and a strong regional economy contributed to solid performance despite rising energy prices and mild weather. Total sales to customers decreased 1.8% compared to the second quarter of 2004. Southern Company's business outlook focuses on its regulated retail business and growing its competitive wholesale generation business.
Rethinking Executive Compensation While Awaiting Section 162(m) GuidanceFulcrum Partners LLC
This whitepaper report has been prepared by: Bruce Brownell, CFP, Founder and Managing Director Fulcrum Partners; G. Scott Cahill, CLU, Founder and Managing Director Fulcrum Partners; Joan Vines, Managing Director, National Tax - Compensation and Benefits, BDO; Carl Toppin, Managing Director Compensation and Benefits, BDO; Andrew Gibson, Regional Managing Partner - Tax Services BDO; and Peter Klinger, Partner, Compensation & Benefits, BDO.
Eight Key Questions for IRC § 409A Compliance -
The Gatekeeper to Structuring Effective Deferred Compensation Arrangements
Internal Revenue Code § 409A ("§409A") establishes several critical hurdles to tax deferrals by imposing a complex series of requirements governing plan documentation, the timing and content of elections to defer compensation, and the form and timing of the actual payment of deferred compensation. Failure to meet these requirements subjects the individual deferring the compensation to substantial additional tax penalties.
This document provides the transcript from Gannett Co., Inc.'s third quarter 2005 conference call and webcast on October 11, 2005.
Gracia Martore, Gannett's CFO, discusses the significant impacts of two transactions on the company's financial reporting for the quarter. She explains the accounting treatment of the asset exchange with Knight Ridder and the reorganization of the Detroit Newspaper Agency. Martore also provides pro forma financial results to allow for better year-over-year comparisons.
Craig Dubow, Gannett's President and CEO, discusses the company's third quarter performance. He notes challenges from tough comparisons and weak economies impacting results. Dubow highlights strength in U
The Walt Disney Company reported financial results for the quarter and six months ended March 31, 2003. Revenues increased in both periods compared to the prior year, while net income and earnings per share decreased due to higher costs and softness in certain businesses. For the quarter, revenues rose 8% to $6.3 billion but net income fell 12% to $229 million. The earnings decline was driven by decreased results at Media Networks and Parks and Resorts due to higher programming and production costs as well as lower attendance. However, Studio Entertainment saw gains from strong home video and television distribution.
MPLX and MarkWest Energy Strategic Proposed Merger PowerPoint PresentationMarcellus Drilling News
A presentation issued by Marathon Petroleum and their MPLX midstream subsidiary outlining plans to buy out MarkWest Energy and add it as a new subsidiary of MPLX.
Information on the new retirement plan fee disclosure rule and how it will impact nonprofit organizations offering 403(b) and other retirement plan solutions - Tate & Tryon - Nonprofit CPA Firm
This document is Sovereign Bancorp Inc.'s 2006 annual report and SEC Form 10-K. It provides information on Sovereign Bancorp's leadership, including the CEO, CFO, and board of directors. It also describes Sovereign Bank, a subsidiary of Sovereign Bancorp, as the 18th largest banking institution in the US based on assets, and its strategy of providing customers with both large bank features and personalized community bank service.
- The document is a proxy statement for Tribune Company's 2005 Annual Meeting of Shareholders to be held on May 18, 2005.
- Two members of the Board of Directors, Jack Fuller and Patrick G. Ryan, have elected to retire and one new member, J. Christopher Reyes, has joined and is standing for election.
- Shareholders are being asked to vote on the election of four directors and the ratification of PricewaterhouseCoopers LLP as the independent public accountants.
- Tribune Company reported third quarter 2002 revenues of $1.34 billion, up 5% from adjusted 2001 results.
- Operating profit before restructuring charges was $322.2 million in 2002 compared to $207.2 million in adjusted 2001, an increase of 56%.
- Net income for the quarter was $236.8 million compared to a net loss of $85.1 million in adjusted 2001, driven by gains on sales of subsidiaries and non-operating items.
- Hershey Foods Corporation manufactures and sells confectionery and grocery products. In 2003, the company saw increased net sales and income compared to 2002 through strategies focused on key brands, gross margin expansion, and earnings growth per share.
- Primary challenges for 2004 and beyond include profitable sales growth in core confectionery and broader snacks, evolving the product portfolio to meet consumer trends, and balancing growth and profit in seasonal and packaged candy businesses. The company expects continued revenue growth, margin expansion, and earnings growth per share through focus on these strategies.
Sovereign Bancorp reported financial results for the fourth quarter and full year of 2007. For Q4, the company reported a net loss of $1.6 billion compared to a net loss of $129 million in Q4 2006, primarily due to goodwill impairments. For the full year, Sovereign reported a net loss of $1.3 billion compared to net income of $137 million in 2006. The company is taking steps to strengthen its capital position such as discontinuing its dividend and reducing expenses. Sovereign's non-performing loans increased and net interest margin expanded in Q4.
The document is a financial update from the CFO of Pitney Bowes to investors regarding the company's financial performance and forecasts. It provides details on revenue, earnings, expenses and other metrics for 2005-2008. It also discusses growth initiatives across business segments and transition initiatives to improve processes and reduce costs. The company expects continued revenue growth of 3-13% across segments in 2008 and beyond.
This document is Facebook's S-1 registration statement filed with the SEC ahead of their initial public offering. It provides information for potential investors, including an overview of the company, risk factors, financial statements, description of business operations, and use of proceeds. Facebook is offering 180 million shares in the IPO and various existing shareholders are offering 157 million additional shares. The company applied to list on the NASDAQ stock exchange under the ticker symbol "FB" and aims to set an IPO price between $28-35 per share.
Lawyer in Vietnam Dr. Oliver Massmann PUBLIC MERGERS AND ACQUISITIONS Dr. Oliver Massmann
- Vietnam's M&A market has been very active in recent years, with the total value of deals reaching a record $5.8 billion in 2016. Real estate, retail, and industrial goods are among the most attractive sectors for M&A.
- Notable M&A deals in 2016-2017 include Central Group's acquisition of Big C Vietnam for $1.1 billion, and TTC Holdings' purchase of Metro Vietnam for $710 million.
- For a bidder to gain control of a public company in Vietnam, common methods include acquiring shares on the stock exchange or through a tender offer if certain ownership thresholds are met. Legal due diligence covers matters such as corporate details, liabilities, permits
Lawyer in Vietnam Oliver Massmann Public Mergers and Acquisitions Dr. Oliver Massmann
FDI and M&A activity in Vietnam has increased substantially in recent years. Major deals in 2016 and 2017 included Central Group's acquisition of Big C Vietnam for $1.1 billion, and TTC Holdings' purchase of Metro Vietnam for $710 million. Real estate, retail, and consumer goods are among the most active sectors for M&A. Foreign investors must follow regulatory procedures for acquisitions, including approvals for purchases that surpass certain ownership thresholds. Taxes including capital gains and income taxes apply depending on whether the seller is an individual or corporate entity.
This offering circular is for YouNow, Inc.'s qualification of the distribution of up to 178,000,000 Props Tokens. YouNow will distribute up to 133,000,000 tokens through rewards to users of its Props Live Video App and as grants to validators of its blockchain. The Props Foundation will distribute up to 45,000,000 tokens as grants to developers and others contributing to the growth of the Props Network. The Props Tokens are intended to provide premium features and status to holders across a network of consumer apps built on blockchain technology.
The document discusses compensation and disclosure practices at Lorillard Tobacco Company over time. It provides details on compensation for Lorillard's CEO in 1948, which included a $60,000 salary and bonus of 1% of net income. By 2009, compensation had increased substantially, with the CEO earning over $10 million in total compensation. The document also contrasts disclosure practices between 1948, when compensation details were clearly disclosed, and 2009, when disclosure was more complex. It analyzes whether increased complexity in compensation plans and disclosure is necessary or has created understanding problems for shareholders.
GET IN ON THE GROUND FLOOR OF CANNABIS INVESTMENT
WITH CBDZ SECURED CONVERTIBLE 8% NOTES
Cannabinoid Biosciences Inc. (CBDZ) is the first-female controlled Cannabis IPO in the United States and Canada.
CBDZ is offering a Secured Convertible Note paying 12% annual interest.
A $1,000 Note is convertible into 80 shares of CBDZ Common Stock which is currently being registered with the SEC under Reg. A+, to be sold at $10 per share.
The minimum investment is $1,000 per unit of our Secured 8% Convertible Notes offered under Reg. D 506 (c).
CBDZ has agreed to buy 10 dispensaries with $54 million in annual revenue from their current owners for $49 million. The consolidation rollup would do IPO on the NASDAQ or NYSE and Canadian Securities Exchange (CSE).
Once CBDZ successfully listed on the NASDAQ, a $1,000 investment could fetch a lot more because NASDAQ and NYSE market-participants pay $131 - $215 for $1 of sale for rollup/consolidated Cannabis business.
EarlyShares SEC Comment Letter 2 - February 2014EarlyShares
The document provides comments on proposed rules for Regulation Crowdfunding. Some key points made include:
1) The proposed financial disclosure and ongoing reporting requirements will be too costly for many issuers, potentially deterring participation. Costs could exceed 100% of funds raised for some smaller offerings.
2) Issuers should have more control over sensitive information and who can access it, rather than all information being publicly available. A permission-based system would provide more protection and trust.
3) Funding portals should have flexibility to limit offerings based on both objective and subjective criteria, and to highlight certain offerings, to differentiate their platforms and services.
The commenter provides recommendations to address these concerns,
This document is a Form S-1/A filing by Fitbit Inc. with the Securities and Exchange Commission for an initial public offering of its Class A common stock. Fitbit is seeking to issue 22,387,500 shares of Class A common stock in the IPO and certain stockholders are selling an additional 12,112,500 shares. Fitbit will not receive any proceeds from the stock sold by the stockholders. The anticipated price range for the IPO is between $17-19 per share. Fitbit has two classes of common stock, Class A and Class B, with identical rights except that Class B shares have ten votes per share while Class A shares have one vote per share. Upon completion of the I
Highbank Resources Ltd. is arranging up to $4 million in convertible debenture financings through 10% convertible debentures that mature in 3 years and are convertible to common shares at prices between $0.25-$0.45 per share depending on when converted. Interest is payable annually at 10% and can also be converted to shares. The funds will be used to continue developing the Swamp Point North aggregate project and for general working capital. Highbank has received expressions of interest for $2.7 million of the financing so far.
Meredith will acquire Time Inc. to create a leading media and marketing company. The combination generates an estimated $4.8 billion in annual revenue and $1.2 billion in EBITDA, excluding synergies. The companies expect to realize $400-500 million in cost synergies within two years through real estate consolidation, vendor contract optimization, and other savings. The acquisition provides scale across print, digital and television assets to serve over 200 million American consumers.
Rethinking Executive Compensation While Awaiting Section 162(m) GuidanceFulcrum Partners LLC
This whitepaper report has been prepared by: Bruce Brownell, CFP, Founder and Managing Director Fulcrum Partners; G. Scott Cahill, CLU, Founder and Managing Director Fulcrum Partners; Joan Vines, Managing Director, National Tax - Compensation and Benefits, BDO; Carl Toppin, Managing Director Compensation and Benefits, BDO; Andrew Gibson, Regional Managing Partner - Tax Services BDO; and Peter Klinger, Partner, Compensation & Benefits, BDO.
Eight Key Questions for IRC § 409A Compliance -
The Gatekeeper to Structuring Effective Deferred Compensation Arrangements
Internal Revenue Code § 409A ("§409A") establishes several critical hurdles to tax deferrals by imposing a complex series of requirements governing plan documentation, the timing and content of elections to defer compensation, and the form and timing of the actual payment of deferred compensation. Failure to meet these requirements subjects the individual deferring the compensation to substantial additional tax penalties.
This document provides the transcript from Gannett Co., Inc.'s third quarter 2005 conference call and webcast on October 11, 2005.
Gracia Martore, Gannett's CFO, discusses the significant impacts of two transactions on the company's financial reporting for the quarter. She explains the accounting treatment of the asset exchange with Knight Ridder and the reorganization of the Detroit Newspaper Agency. Martore also provides pro forma financial results to allow for better year-over-year comparisons.
Craig Dubow, Gannett's President and CEO, discusses the company's third quarter performance. He notes challenges from tough comparisons and weak economies impacting results. Dubow highlights strength in U
The Walt Disney Company reported financial results for the quarter and six months ended March 31, 2003. Revenues increased in both periods compared to the prior year, while net income and earnings per share decreased due to higher costs and softness in certain businesses. For the quarter, revenues rose 8% to $6.3 billion but net income fell 12% to $229 million. The earnings decline was driven by decreased results at Media Networks and Parks and Resorts due to higher programming and production costs as well as lower attendance. However, Studio Entertainment saw gains from strong home video and television distribution.
MPLX and MarkWest Energy Strategic Proposed Merger PowerPoint PresentationMarcellus Drilling News
A presentation issued by Marathon Petroleum and their MPLX midstream subsidiary outlining plans to buy out MarkWest Energy and add it as a new subsidiary of MPLX.
Information on the new retirement plan fee disclosure rule and how it will impact nonprofit organizations offering 403(b) and other retirement plan solutions - Tate & Tryon - Nonprofit CPA Firm
This document is Sovereign Bancorp Inc.'s 2006 annual report and SEC Form 10-K. It provides information on Sovereign Bancorp's leadership, including the CEO, CFO, and board of directors. It also describes Sovereign Bank, a subsidiary of Sovereign Bancorp, as the 18th largest banking institution in the US based on assets, and its strategy of providing customers with both large bank features and personalized community bank service.
- The document is a proxy statement for Tribune Company's 2005 Annual Meeting of Shareholders to be held on May 18, 2005.
- Two members of the Board of Directors, Jack Fuller and Patrick G. Ryan, have elected to retire and one new member, J. Christopher Reyes, has joined and is standing for election.
- Shareholders are being asked to vote on the election of four directors and the ratification of PricewaterhouseCoopers LLP as the independent public accountants.
- Tribune Company reported third quarter 2002 revenues of $1.34 billion, up 5% from adjusted 2001 results.
- Operating profit before restructuring charges was $322.2 million in 2002 compared to $207.2 million in adjusted 2001, an increase of 56%.
- Net income for the quarter was $236.8 million compared to a net loss of $85.1 million in adjusted 2001, driven by gains on sales of subsidiaries and non-operating items.
- Hershey Foods Corporation manufactures and sells confectionery and grocery products. In 2003, the company saw increased net sales and income compared to 2002 through strategies focused on key brands, gross margin expansion, and earnings growth per share.
- Primary challenges for 2004 and beyond include profitable sales growth in core confectionery and broader snacks, evolving the product portfolio to meet consumer trends, and balancing growth and profit in seasonal and packaged candy businesses. The company expects continued revenue growth, margin expansion, and earnings growth per share through focus on these strategies.
Sovereign Bancorp reported financial results for the fourth quarter and full year of 2007. For Q4, the company reported a net loss of $1.6 billion compared to a net loss of $129 million in Q4 2006, primarily due to goodwill impairments. For the full year, Sovereign reported a net loss of $1.3 billion compared to net income of $137 million in 2006. The company is taking steps to strengthen its capital position such as discontinuing its dividend and reducing expenses. Sovereign's non-performing loans increased and net interest margin expanded in Q4.
The document is a financial update from the CFO of Pitney Bowes to investors regarding the company's financial performance and forecasts. It provides details on revenue, earnings, expenses and other metrics for 2005-2008. It also discusses growth initiatives across business segments and transition initiatives to improve processes and reduce costs. The company expects continued revenue growth of 3-13% across segments in 2008 and beyond.
This document is Facebook's S-1 registration statement filed with the SEC ahead of their initial public offering. It provides information for potential investors, including an overview of the company, risk factors, financial statements, description of business operations, and use of proceeds. Facebook is offering 180 million shares in the IPO and various existing shareholders are offering 157 million additional shares. The company applied to list on the NASDAQ stock exchange under the ticker symbol "FB" and aims to set an IPO price between $28-35 per share.
Lawyer in Vietnam Dr. Oliver Massmann PUBLIC MERGERS AND ACQUISITIONS Dr. Oliver Massmann
- Vietnam's M&A market has been very active in recent years, with the total value of deals reaching a record $5.8 billion in 2016. Real estate, retail, and industrial goods are among the most attractive sectors for M&A.
- Notable M&A deals in 2016-2017 include Central Group's acquisition of Big C Vietnam for $1.1 billion, and TTC Holdings' purchase of Metro Vietnam for $710 million.
- For a bidder to gain control of a public company in Vietnam, common methods include acquiring shares on the stock exchange or through a tender offer if certain ownership thresholds are met. Legal due diligence covers matters such as corporate details, liabilities, permits
Lawyer in Vietnam Oliver Massmann Public Mergers and Acquisitions Dr. Oliver Massmann
FDI and M&A activity in Vietnam has increased substantially in recent years. Major deals in 2016 and 2017 included Central Group's acquisition of Big C Vietnam for $1.1 billion, and TTC Holdings' purchase of Metro Vietnam for $710 million. Real estate, retail, and consumer goods are among the most active sectors for M&A. Foreign investors must follow regulatory procedures for acquisitions, including approvals for purchases that surpass certain ownership thresholds. Taxes including capital gains and income taxes apply depending on whether the seller is an individual or corporate entity.
This offering circular is for YouNow, Inc.'s qualification of the distribution of up to 178,000,000 Props Tokens. YouNow will distribute up to 133,000,000 tokens through rewards to users of its Props Live Video App and as grants to validators of its blockchain. The Props Foundation will distribute up to 45,000,000 tokens as grants to developers and others contributing to the growth of the Props Network. The Props Tokens are intended to provide premium features and status to holders across a network of consumer apps built on blockchain technology.
The document discusses compensation and disclosure practices at Lorillard Tobacco Company over time. It provides details on compensation for Lorillard's CEO in 1948, which included a $60,000 salary and bonus of 1% of net income. By 2009, compensation had increased substantially, with the CEO earning over $10 million in total compensation. The document also contrasts disclosure practices between 1948, when compensation details were clearly disclosed, and 2009, when disclosure was more complex. It analyzes whether increased complexity in compensation plans and disclosure is necessary or has created understanding problems for shareholders.
GET IN ON THE GROUND FLOOR OF CANNABIS INVESTMENT
WITH CBDZ SECURED CONVERTIBLE 8% NOTES
Cannabinoid Biosciences Inc. (CBDZ) is the first-female controlled Cannabis IPO in the United States and Canada.
CBDZ is offering a Secured Convertible Note paying 12% annual interest.
A $1,000 Note is convertible into 80 shares of CBDZ Common Stock which is currently being registered with the SEC under Reg. A+, to be sold at $10 per share.
The minimum investment is $1,000 per unit of our Secured 8% Convertible Notes offered under Reg. D 506 (c).
CBDZ has agreed to buy 10 dispensaries with $54 million in annual revenue from their current owners for $49 million. The consolidation rollup would do IPO on the NASDAQ or NYSE and Canadian Securities Exchange (CSE).
Once CBDZ successfully listed on the NASDAQ, a $1,000 investment could fetch a lot more because NASDAQ and NYSE market-participants pay $131 - $215 for $1 of sale for rollup/consolidated Cannabis business.
EarlyShares SEC Comment Letter 2 - February 2014EarlyShares
The document provides comments on proposed rules for Regulation Crowdfunding. Some key points made include:
1) The proposed financial disclosure and ongoing reporting requirements will be too costly for many issuers, potentially deterring participation. Costs could exceed 100% of funds raised for some smaller offerings.
2) Issuers should have more control over sensitive information and who can access it, rather than all information being publicly available. A permission-based system would provide more protection and trust.
3) Funding portals should have flexibility to limit offerings based on both objective and subjective criteria, and to highlight certain offerings, to differentiate their platforms and services.
The commenter provides recommendations to address these concerns,
This document is a Form S-1/A filing by Fitbit Inc. with the Securities and Exchange Commission for an initial public offering of its Class A common stock. Fitbit is seeking to issue 22,387,500 shares of Class A common stock in the IPO and certain stockholders are selling an additional 12,112,500 shares. Fitbit will not receive any proceeds from the stock sold by the stockholders. The anticipated price range for the IPO is between $17-19 per share. Fitbit has two classes of common stock, Class A and Class B, with identical rights except that Class B shares have ten votes per share while Class A shares have one vote per share. Upon completion of the I
Highbank Resources Ltd. is arranging up to $4 million in convertible debenture financings through 10% convertible debentures that mature in 3 years and are convertible to common shares at prices between $0.25-$0.45 per share depending on when converted. Interest is payable annually at 10% and can also be converted to shares. The funds will be used to continue developing the Swamp Point North aggregate project and for general working capital. Highbank has received expressions of interest for $2.7 million of the financing so far.
Meredith will acquire Time Inc. to create a leading media and marketing company. The combination generates an estimated $4.8 billion in annual revenue and $1.2 billion in EBITDA, excluding synergies. The companies expect to realize $400-500 million in cost synergies within two years through real estate consolidation, vendor contract optimization, and other savings. The acquisition provides scale across print, digital and television assets to serve over 200 million American consumers.
The document summarizes Integrys Energy Group's second quarter 2008 earnings conference call. Key points include:
1) Integrys reported income available for common shareholders of $24.1 million for Q2 2008 compared to a net loss of $16.4 million in Q2 2007, resulting in diluted EPS of $0.31 versus a loss of $0.22.
2) Integrys projects $756 million in increased regulated utility rate base from 2008-2010 and plans to file rate cases to incorporate this growth.
3) Integrys expects 2008 diluted EPS to be between $3.33-$3.53, adjusted EPS to be $3.63-$3.83
Waste Connections and Progressive Waste Solutions Conference CallProgressiveWaste
The document discusses a proposed transaction between Waste Connections (WCN) and Progressive Waste Solutions (BIN) that would combine the two waste management companies. Under the terms, WCN shareholders would receive 2.076843 BIN shares for each WCN share they own. The combined company is expected to have annual adjusted EBITDA between $1.25-$1.3 billion and over $625 million in adjusted free cash flow. The transaction is anticipated to generate $50 million in cost savings and provide accretion to adjusted free cash flow per share of over 20% in the first year. The combined management team and board of directors will be comprised primarily of current WCN personnel.
This document is an amendment to an S-1 registration statement filed by Airbnb, Inc. with the SEC for an initial public offering of Class A common stock. The amendment was filed on December 7, 2020 and includes 50 million shares being offered by Airbnb and 1.55 million shares being offered by selling stockholders. No price range for the IPO is listed in this document. Airbnb plans to list its Class A common stock on the Nasdaq stock exchange under the symbol "ABNB".
The SEC proposed regulations to implement securities crowdfunding under the JOBS Act. The regulations create rules for companies conducting crowdfunding campaigns and establish a regulatory framework for new "funding portals" that will facilitate the campaigns. The rules aim to balance facilitating small business financing through crowdfunding while also protecting investors. Key aspects of the rules include investment limits for investors based on income and net worth, required disclosures for companies seeking crowdfunding, and oversight of funding portals conducting the campaigns.
Public Company Reporting (Series: Securities Law Made Simple (Not Really) Financial Poise
Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?
In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2020/
This document summarizes the prospectus for the initial public offering of 229,654,404 common shares of Century Pacific Food, Inc. at an offer price of ₱13.75 per share. The net proceeds of approximately ₱2.9 billion will be used to repay financial obligations, increase production capacity, and potential acquisitions. The company warns of risks including fluctuations in raw material costs, competition, and general economic conditions in the Philippines. The prospectus provides detailed information on the company, its subsidiaries, the offer terms and structure, and risk factors for potential investors.
Steve Magowan addresses the proposed change in taxation of options of S Corps with ESOPs and the possible far reaching ramifications of the legislation. Rob Edwards reviews 409a and the extension of transition relief for deferred compensation plans.
The CSC technology services company will combine with the Enterprise Services division of Hewlett Packard Enterprise to form a new $26 billion global IT services leader. The combined company will have increased scale, industry leadership, and an actionable plan to realize $1 billion in cost synergies in the first year. It will be one of the largest pure-play IT services companies in the world and positioned to lead clients' digital transformations.
western unionCorporate Governance Guidelinesfinance47
The Board of Directors is responsible for overseeing Western Union and selecting the CEO and other executive management. The Board's primary functions are oversight, ethics and integrity, evaluating performance, reviewing strategic plans, advising management, and ensuring compliance. The Board establishes committees, evaluates itself, and plans for CEO succession to fulfill its responsibilities.
western unionRelated Person Transactions Policy finance47
The policy establishes guidelines for approving related person transactions between the company and its directors, executive officers, or significant shareholders. It requires that all related person transactions be approved or ratified by the Corporate Governance Committee or disinterested members of the Board. The committee must consider factors like the transaction's size, the related person's interest, potential conflicts, and whether comparable terms could be obtained from an unaffiliated third party. Ongoing related person transactions are also subject to annual review. All approved transactions must be disclosed as required by securities laws.
The document summarizes Western Union's 2006 annual report. It highlights that Western Union has a 150-year history of connecting people around the world through money transfers, with its brand synonymous with speed, trust, reliability and convenience. It processes nearly 150 million consumer-to-consumer transactions annually, accounting for over 80% of its revenue. It is also expanding its consumer-to-business services to allow bill payments, having recently acquired a company in Argentina, as it looks to increase diversification and growth opportunities.
Western Union had a very successful 2007 financially, with revenue, operating profit, and cash flow from operating activities all reaching record highs and growing at double-digit annual rates. The company strengthened its global network by increasing its number of agent locations worldwide to over 335,000 across more than 200 countries and territories. International consumer-to-consumer money transfers now make up 65% of Western Union's total revenue, demonstrating the company's increasing global reach and focus on serving migrant populations worldwide. Western Union aims to continue growing this business segment and meeting the evolving financial needs of global consumers.
Western Union's 2008 annual report summarizes the company's strong financial performance in 2008. The company delivered record revenue of $5.3 billion and cash flow from operations of $1.25 billion. Western Union's share of the global cross-border remittance market increased to 17% in 2008. Looking ahead, the company plans to focus on accelerating profitable growth, expanding payments services, innovating new products, and improving profitability through cost reductions.
Hershey Foods Corporation saw decreased sales and net income in 1999 compared to 1998. Sales declined due to the divestiture of the pasta business in early 1999 and difficulties fulfilling orders after implementing a new IT system. Net income increased due to a gain on the pasta sale, but excluding this was down 13% due to the sales decline and higher costs. The financial position remained strong with reduced debt from the pasta sale proceeds. Capital expenditures of $150-170 million annually are planned for manufacturing expansion and modernization.
Hershey Foods Corporation saw decreased sales and net income in 1999 compared to 1998. Sales declined due to the divestiture of the pasta business in early 1999 and difficulties fulfilling orders after implementing a new IT system. Net income increased due to a gain on the pasta sale, but excluding this was down 13% due to the sales decline and higher costs. The financial position remained strong with reduced debt from the pasta sale proceeds. Capital expenditures of $150-170 million annually are planned for manufacturing expansion and modernization.
This document provides an analysis of Hershey Foods Corporation's financial condition and results of operations. It discusses increases in net sales and gross margin from 1999 to 2000 primarily due to lower raw material costs. Selling and administrative expenses also increased from 1999 to 2000 due to higher marketing and staffing costs. In 2000, Hershey acquired Nabisco's mint and gum businesses for $135 million. The acquisition increased assets but did not materially impact 2000 results. Cash flow from operations and prior asset sales exceeded capital expenditures, share repurchases and dividends. Liquidity remains strong with continued capital investments planned.
1) Net sales for Hershey Foods Corporation increased 6% from 1999 to 2000 due to higher core confectionery and grocery product sales in North America, new product introductions, and lower returns and discounts. Net sales decreased 10% from 1998 to 1999 primarily due to the sale of the pasta business.
2) Gross margin increased from 40.7% in 1999 to 41.5% in 2000 due to lower raw material costs and returns/discounts, but was partially offset by higher distribution costs. Gross margin decreased from 40.8% in 1998 to 40.7% in 1999 due to product mix and higher distribution costs.
3) Net income decreased 27% from 1999 to 2000 due to the 1999
- Hershey Foods Corporation produces and distributes a broad line of chocolate and non-chocolate confectionery and grocery products.
- Net sales rose in 2001 primarily due to acquisitions of mint and gum businesses and new product introductions. Net sales also rose in 2000 due to increased sales of base confectionery products.
- Gross margin was unchanged at 41.5% in 2000 and 2001. Excluding one-time charges, gross margin rose to 42.6% in 2001 due to lower costs and supply chain efficiencies.
- Hershey Foods Corporation produces and distributes a broad line of chocolate and non-chocolate confectionery and grocery products.
- Net sales rose in 2001 primarily due to acquisitions of mint and gum businesses and new product introductions. Net sales also rose in 2000 due to increased sales of base confectionery products.
- Gross margin was unchanged at 41.5% in 2000 and 2001. Excluding one-time charges, gross margin rose to 42.6% in 2001 due to lower costs and supply chain efficiencies.
Hershey Foods Corporation manufactures and distributes confectionery and grocery products. In 2002, the company's net sales decreased from 2001 primarily due to increased promotion costs, divestitures of some brands, and the timing of sales from an acquired gum and mint business. Cost of sales also decreased in 2002 from 2001 mainly because of lower costs for raw materials. However, gross margin increased due to decreased raw material costs and supply chain efficiencies. Selling, marketing, and administrative expenses decreased slightly in 2002 driven by savings from business realignment initiatives and the elimination of goodwill amortization, partially offset by expenses to explore a possible sale of the company.
Hershey Foods Corporation manufactures and distributes confectionery and grocery products. Net sales decreased in 2002 due to increased promotion costs, divestitures, and sluggish retail conditions. Cost of sales decreased due to lower raw material costs and supply chain efficiencies. In late 2001, the company approved a business realignment plan to improve efficiency, including outsourcing manufacturing, rationalizing product lines, improving supply chain, and workforce reductions, generating $75-80 million in annual savings. Charges of $312 million were recorded for these initiatives.
- Hershey Foods Corporation manufactures and sells confectionery and grocery products. In 2003, the company saw increased net sales and net income compared to 2002 through strategies focusing on key brands, gross margin expansion, and earnings growth per share.
- The company's strategies over a three-year period resulted in increased sales, gross margins, and returns through price increases, improved sales mix, lower costs, and share repurchases. However, challenges remain in driving profitable core confectionery growth and portfolio evolution.
This document is Hershey Foods Corporation's 2003 annual report and proxy statement to shareholders. It discusses Hershey's financial performance in 2003, including 13% earnings per share growth and continued gross margin expansion. It outlines the company's strategy of investing in core brands and expanding into snack market adjacencies. Key initiatives included restructuring the US sales force, creating a US Snack Group, and launching new better-for-you snack products. The report also discusses governance improvements and leadership changes on the board and in management.
This document is Hershey Foods Corporation's 2003 annual report and proxy statement to shareholders. It discusses Hershey's financial performance in 2003, including 13% earnings per share growth and continued margin expansion. It outlines the company's strategy of investing in core brands and expanding into snack market adjacencies. Key initiatives included restructuring the US sales force, creating a US Snack Group, and launching new better-for-you snack products. The report also discusses governance improvements and leadership changes on the board and in management.
This document is a Form 10-K annual report filed by Hershey Foods Corporation with the SEC for the fiscal year ending December 31, 2004. It provides information on Hershey's business operations, products, sales, marketing strategies, distribution networks, raw material costs, and price increases. Key details include that Hershey manufactures and sells over 50 brands of confectionery, snack, refreshment and grocery products in North America and other countries. It sources cocoa beans, its primary raw material, from various global regions.
This document is a Form 10-K annual report filed by Hershey Foods Corporation with the SEC for the fiscal year ending December 31, 2004. It provides information on Hershey's business operations, products, sales, distribution, raw materials, and pricing. Key details include: Hershey manufactures and sells confectionery, snack, refreshment and grocery products worldwide; its major brands include Hershey's, Reese's, and Kit Kat; cocoa beans are its primary raw material; and it announced price increases on half its domestic confectionery line in late 2004 and early 2005.
The document is The Hershey Company's annual report filed with the SEC for the fiscal year ended December 31, 2005. It provides information on Hershey's business operations including that it manufactures, distributes and sells confectionery, snack, refreshment and grocery products. It operates in the United States, Canada and Mexico and markets over 50 brands. The report lists the company's principal product groups and brands of confectionery, snack and refreshment products sold in the US. It also discusses the acquisitions of Joseph Schmidt Confections and Scharffen Berger Chocolate Maker in 2005.
Dr. Alyce Su Cover Story - China's Investment Leadermsthrill
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
5 Compelling Reasons to Invest in Cryptocurrency NowDaniel
In recent years, cryptocurrencies have emerged as more than just a niche fascination; they have become a transformative force in global finance and technology. Initially propelled by the enigmatic Bitcoin, cryptocurrencies have evolved into a diverse ecosystem of digital assets with the potential to reshape how we perceive and interact with money.
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
13 Jun 24 ILC Retirement Income Summit - slides.pptxILC- UK
ILC's Retirement Income Summit was hosted by M&G and supported by Canada Life. The event brought together key policymakers, influencers and experts to help identify policy priorities for the next Government and ensure more of us have access to a decent income in retirement.
Contributors included:
Jo Blanden, Professor in Economics, University of Surrey
Clive Bolton, CEO, Life Insurance M&G Plc
Jim Boyd, CEO, Equity Release Council
Molly Broome, Economist, Resolution Foundation
Nida Broughton, Co-Director of Economic Policy, Behavioural Insights Team
Jonathan Cribb, Associate Director and Head of Retirement, Savings, and Ageing, Institute for Fiscal Studies
Joanna Elson CBE, Chief Executive Officer, Independent Age
Tom Evans, Managing Director of Retirement, Canada Life
Steve Groves, Chair, Key Retirement Group
Tish Hanifan, Founder and Joint Chair of the Society of Later life Advisers
Sue Lewis, ILC Trustee
Siobhan Lough, Senior Consultant, Hymans Robertson
Mick McAteer, Co-Director, The Financial Inclusion Centre
Stuart McDonald MBE, Head of Longevity and Democratic Insights, LCP
Anusha Mittal, Managing Director, Individual Life and Pensions, M&G Life
Shelley Morris, Senior Project Manager, Living Pension, Living Wage Foundation
Sarah O'Grady, Journalist
Will Sherlock, Head of External Relations, M&G Plc
Daniela Silcock, Head of Policy Research, Pensions Policy Institute
David Sinclair, Chief Executive, ILC
Jordi Skilbeck, Senior Policy Advisor, Pensions and Lifetime Savings Association
Rt Hon Sir Stephen Timms, former Chair, Work & Pensions Committee
Nigel Waterson, ILC Trustee
Jackie Wells, Strategy and Policy Consultant, ILC Strategic Advisory Board
Madhya Pradesh, the "Heart of India," boasts a rich tapestry of culture and heritage, from ancient dynasties to modern developments. Explore its land records, historical landmarks, and vibrant traditions. From agricultural expanses to urban growth, Madhya Pradesh offers a unique blend of the ancient and modern.
Budgeting as a Control Tool in Government Accounting in Nigeria
Being a Paper Presented at the Nigerian Maritime Administration and Safety Agency (NIMASA) Budget Office Staff at Sojourner Hotel, GRA, Ikeja Lagos on Saturday 8th June, 2024.
Chapter 25: Economic Growth Summary from Samuelson and Nordhaus
tribune annual_07_letter
1. April 3, 2007
Dear Fellow Shareholders:
Our annual shareholder letter normally covers important events of the prior year as well as a view
of the company’s future. That is again the case, but of paramount importance is the transaction we
announced this week.
These are the key elements:
• Current Tribune shareholders will receive a premium price of $34 per share in cash for
all of their shares in a two-stage merger transaction expected to be completed by
Dec. 31, 2007.
• Sam Zell will make an investment of $250 million in the company and join our board.
He will become chairman and his investment will increase to $315 million when the
transaction closes.
• Tribune will become a privately held company through a newly formed Employee Stock
Ownership Plan, or ESOP.
• After the 2007 baseball season, the Chicago Cubs and Tribune’s 25 percent stake in
Comcast SportsNet Chicago will be sold. Proceeds will be used to pay down debt.
These actions were approved by the board based on the recommendation of a special committee
comprised entirely of independent directors. The committee’s work was rigorous and thorough.
A number of third-party proposals and alternatives for restructuring the company were considered,
including an outright sale of Tribune; a sale or spin-off of broadcasting operations; and a
recapitalization through payment of a one-time dividend. The plan ultimately selected and outlined
above was deemed best for maximizing value for all shareholders. Most notably, it offers a premium
price for each outstanding share of Tribune common stock.
In the first stage of the merger transaction, a stock tender offer for roughly half of Tribune’s
outstanding shares is expected to launch in late April to early May and be completed by early June.
Participating shareholders will receive $34 for each share tendered and accepted shortly after the
tender offer’s conclusion. Details about the offer, including precise timing and instructions for ten-
dering shares, will be mailed to all shareholders in the coming weeks.
2. The merger transaction is subject to several conditions, including shareholder and regulatory
approval. A shareholder meeting to vote on the transaction will be held in July or August. Tribune’s
largest shareholder, the Chandler Trusts, has agreed to vote in favor. FCC and other regulatory
approvals are anticipated in the fourth quarter. Once those are received and other conditions to the
transaction are satisfied, Tribune and a subsidiary of the ESOP will merge in the second stage of
the transaction. All remaining Tribune stock will be converted to cash at $34 per share.
The Chicago Cubs have been an important part of Tribune since we purchased the team in 1981.
While the Cubs will be leaving the Tribune family, long-term contracts are in place to ensure that
Cubs programming will continue on WGN television and radio.
More details are available at www.tribune.com, including our April 2nd press releases and answers to
common shareholder questions.
Progress in 2006
As we enter an exciting new era at Tribune, we can build upon achievements from the past year.
These included the launch of a companywide performance improvement plan, part of which called
for non-core asset sales of at least $500 million. We surpassed that goal in February when we
announced the sale of The Advocate and Greenwich Time newspapers in Connecticut.
Tribune newspapers made progress in 2006 toward stabilizing circulation and improving readership,
and new ad positions on section fronts and backs delivered incremental revenue. Other positive
developments in the publishing group were the creation of Tribune Direct, a nationally focused direct
marketing company; profitability at RedEye and amNewYork; and moderating newsprint prices.
Rapid growth continues for our interactive businesses. Revenues increased 29 percent in 2006 from
2005, and online audiences grew 15 percent, thanks in part to more video news clips on our sites.
We also increased our equity stake in CareerBuilder.com, which is now the recruitment industry
leader in U.S. sales, job postings and traffic. Additionally, we raised our investment in Topix.com, a
top 25 news site, and acquired ForSaleByOwner.com, a successful real estate business. Other online
growth initiatives in 2006 included the national rollout of Metromix.com, our entertainment franchise,
and the introduction of OpenHouses.com.
In broadcasting, our television group played a key role in launching The CW in 2006. The new
network, as expected, has delivered better revenues for our stations in prime time. In addition,
feedback from advertisers is positive for “Family Guy” and “Two and a Half Men”—popular
sitcoms debuting on Tribune stations this fall.
3. Outlook
This is clearly an important time in Tribune Company’s 160-year history. With the strategic
review behind us, our focus is on the future.
Throughout the company, new revenue initiatives and efficient operations are top priorities.
Although Tribune’s debt level increases under the new ownership structure, it will be manageable
due to the company’s strong operating cash flow—more than $1.3 billion in 2006, despite a
challenging advertising climate for newspapers. We have ample capacity to invest in our
businesses, and we’ll continue to shift resources to support the best opportunities for building
revenue. Many of these opportunities will be in interactive, the fastest growing area of
the company.
Sam Zell will be a valuable addition to our board; we’ll benefit from his insight and fresh perspective.
And through the ESOP, which will be funded solely through company contributions, Tribune
employees will have a significant stake in the company’s future as part of their retirement benefits.
Our industry is evolving rapidly, driven by the changing media habits of consumers. We’ll address
these changes head-on, applying a high level of customer service, innovation and teamwork
to grow local market shares. As we transform our businesses, Tribune’s commitment to journalistic
excellence and to the communities we serve will not waiver.
We have great confidence in the resilience of our local media businesses and in the talented people
who are this company’s most important asset. The combination of these advantages will translate
to long-term success for Tribune and its employees.
Sincerely,
Dennis J. FitzSimons
Chairman, President and Chief Executive Officer
4. Important Additional Information Regarding the Merger and the Tender Offer will be filed with the SEC:
In connection with the proposed merger transaction, Tribune Company will file a proxy statement and other documents with the
Securities and Exchange Commission (the “SEC”). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
PROPOSED MERGER TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when
available) and other documents filed by Tribune with the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy
statement and other relevant documents may also be obtained free of charge on Tribune’s website at www.tribune.com or by directing
a request to Tribune Company, 435 North Michigan Avenue, Chicago, IL 60611, Attention: Investor Relations. You may also read
and copy any reports, statements and other information filed by Tribune with the SEC at the SEC public reference room at 450 Fifth
Street, N.W. Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further
information on its public reference room.
Tribune Company and its directors and executive officers may be deemed to be “participants” in the solicitation of proxies from
the shareholders of Tribune in connection with the proposed merger transaction. Information about Tribune and its directors and
executive officers and their ownership of Tribune common stock is set forth in the accompanying proxy statement for Tribune’s
2007 Annual Meeting of Shareholders. Shareholders and investors may obtain additional information regarding the interests of
Tribune Company and its directors and executive officers in the merger transaction, which may be different than those of Tribune’s
shareholders generally, by reading the proxy statement and other relevant documents regarding the merger transaction, which will
be filed with the SEC.
This letter to shareholders is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any
shares of Tribune’s common stock. The solicitation of offers to buy Tribune’s common stock will only be made pursuant to the
offer to purchase and related materials that the company will be sending to its shareholders (when available). Shareholders should
read those materials carefully (when available) because they will contain important information, including the various terms and
conditions of the offer. Shareholders will be able to obtain copies of the offer to purchase, related materials filed by the company
as part of the statement on Schedule TO and other documents when filed with the SEC through the SEC’s website at http://www.sec.gov
without charge. Shareholders will also be able to obtain copies of the offer to purchase and related materials, when and as filed
with the SEC (excluding exhibits), without charge from the company or by written or oral request directed to the information agent
identified in the offer to purchase.
Forward-Looking Statements
This letter to shareholders contains certain comments or forward-looking statements that are based largely on the company’s
current expectations and are subject to certain risks, trends and uncertainties. You can identify these and other forward looking
statements by the use of such words as “will,” “expect,” “plans,” “believes,” “estimates,” “intend,” “continue,” or the negative of
such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to
any of the foregoing statements. Actual results could differ materially from the expectations expressed in these statements.
Factors that could cause actual results to differ include risks related to the transactions being consummated; the risk that required
regulatory approvals or financing might not be obtained in a timely manner, without conditions, or at all; the impact of the substantial
indebtedness incurred to finance the consummation of the tender offer and the merger; the ability to satisfy all closing conditions
in the definitive agreements; difficulties in retaining employees as a result of the merger agreement; risks of unforeseen material
adverse changes to our business or operations; risks that the proposed transaction disrupts current plans, operations and business
growth initiatives; the risk associated with the outcome of any legal proceedings that may be instituted against Tribune and others
following announcement of the merger agreement; and other factors described in Tribune’s publicly available reports filed with
the SEC, including the accompanying annual 10-K report, which contains a discussion of various factors that may affect Tribune’s
business or financial results. These factors, including also the ability to complete the tender offer or the merger, could cause actual
future performance to differ materially from current expectations. Tribune is not responsible for updating the information contained in
this letter beyond the published date, or for changes made to this document by wire services or Internet service providers. Tribune’s
next quarterly 10-Q report to be filed with the SEC may contain updates to the information included in this letter.
TRIBUNE COMPANY 435 NORTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60611 WWW.TRIBUNE.COM