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Case 1:08-cv-06833 Document 111-46 Filed 07/10/09 Page 1 of 6

April 2, 2007

CONFIDENTIAL

GreatBanc Trust Company,


as Trustee of the Tribune Company
Employee Stock Ownership Plan
1301 W. 22nd Street
Suite 800
Oak Brook, IL 60523

Attention: Mrs. Marilyn Marchetti

Dear Trustee:

GreatBanc Trust Company, as Trustee (the “Trustee”) of a newly formed employee stock
ownership plan (the “ESOP”) of Tribune Company (the “Company”), has retained Duff &
Phelps, LLC (“Duff & Phelps”) to assist the Trustee in its due diligence review of the Company
on behalf of the participants of the ESOP. The Trustee has requested that Duff & Phelps render
an opinion (the “Opinion”) as to the financial viability of the Company, as a going concern and
on a going-forward basis, following the closing of the ESOP’s purchase of all or substantially all
of the Company’s shares and the transactions related thereto (collectively, the “ESOP
Transaction” and such closing, the “Closing”). The ESOP Transaction is a part of a transaction
in which Equity Group Investments (“EGI”) will take the Company private through a merger.
The EGI transaction will be funded with bank financing and senior notes. The ESOP will
purchase shares in the Company with the proceeds of a loan from the Company.

Duff & Phelps was previously engaged by the Company, pursuant to an engagement letter dated
February 13, 2007, to serve as financial advisor to the Company’s board of directors and to
provide an opinion concerning the solvency and capitalization of the Company and its
broadcasting subsidiary in connection with an alternative transaction to the ESOP Transaction.
The Company terminated Duff & Phelps’ engagement in a letter dated March 28, 2007.

In the letter agreement dated March 8, 2007, by and among Duff & Phelps, the Trustee and the
Company (the “March 8 Letter”), the parties to that letter agreement acknowledged that Duff &
Phelps was engaged by the Company’s board of directors (the “Board”) to provide certain
opinions as to the solvency and capitalization of the Company after giving effect to certain
proposed transactions, including the ESOP Transaction (such engagement, the “Solvency
Engagement” and such opinions, collectively, the “Board Solvency Opinion”). The parties to the
March 8 Letter then went on to agree that in the event a solvency opinion was required in
Case 1:08-cv-06833 Document 111-46 Filed 07/10/09 Page 2 of 6

connection with the transaction contemplated in the March 8 Letter that Duff & Phelps would be
engaged to render the solvency opinion directly to the Trustee and the Board would be given the
right to rely on such opinion (the “Trustee Solvency Opinion”). This Opinion shall not be
deemed to be the Board Solvency Opinion or the Trustee Solvency Opinion and the Board shall
not be entitled to rely on this Opinion.

Specifically, the Trustee has requested that Duff & Phelps determine whether, following the
Closing and after taking into consideration the Anticipated Savings (certain terms used herein are
defined in Appendix A to this letter and, for the purposes of this letter, shall only have the
meanings set forth in Appendix A):

1) The Fair Market Value of the Company’s assets will exceed the value of its liabilities,
including all contingent and other liabilities; and

2) The Company, as a going concern, and on a going-forward basis, should be able to pay
its Liabilities, including all Contingent and other Liabilities, as they become absolute and
mature

(the determinations (1) and (2) above being collectively referred to herein as the
“Determinations”).

Scope of Analysis

Our due diligence, procedures, and financial analysis with respect to the preparation of our
Opinion included, but was not limited to, the items summarized below.

1. Reviewed the following documents:

a. the Company’s annual report on Form 10-K for the fiscal year ended December 31,
2006 filed with the Securities and Exchange Commission, which included audited
financial statements;

b. the financial projections for the Company for the fiscal years ending on or about
December 31, 2007 to 2012, prepared by management;

c. the presentation to the Committee of Independent Directors of the Board of Directors


of Tribune Company dated February 12, 2007 prepared by Merrill Lynch and
Citigroup;

d. the presentation materials of the Meeting of the Committee of Independent Directors of


Tribune dated February 12, 2007;

e. the presentation to the Board of Directors of Tribune Company dated October 1, 2005
prepared by the Boston Consulting Group;

f. commitment letters and term sheets for the ESOP Transaction financing package
delivered to the Company by Merrill Lynch Capital Corporation, Citigroup Global
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Markets Inc on behalf of Citigroup, J.P. Morgan Securities Inc., and JPMorgan Chase
Bank, N.A;

2. Reviewed certain other relevant, publicly available information, including economic,


industry, investment information, and trends with respect to the newspaper publishing and
broadcasting industries;

3. Discussed with senior management of the Company the history, current operations, and
probable future outlook of the Company and the operating and financing plans for the
Company;

4. Received a letter from management of the Company dated April 1, 2007 which included,
among other items, a list of all contingent and unliquidated liabilities of the Company to
the best knowledge of Company management and representations from Company
management that:

a. the assumptions provided and utilized in the projected revenue and expense
calculations for the Company represent management's best estimates as of the date
thereof as to the future operating performance and financial results of the Company on
a pro forma basis;

b. the assumptions supporting such projections are, in management’s view, both


reasonable and achievable as of the date thereof and have been subject to Company
management and Company board review and approval; and

c. other than as accrued for in the Company’s audited financial statements for the year
ended December 31, 2006, none of the litigation to which the Company is currently a
party nor any claims or causes of action that are probable of legal assertion against the
Company would, in management’s view, be reasonably likely to have a material
adverse effect on the assets, financial condition, business or prospects of the Company
on a consolidated basis;

5. Performed certain valuation analyses using generally accepted valuation and analytical
techniques including discounted cash flow analysis, an analysis of selected public
companies, and an analysis of selected transactions;

6. Reviewed management’s financial projections for the Company, including cash flow
forecasts over the term of the pro forma debt financing;

7. Performed sensitivity analyses on management’s projections, using financial assumptions


that we believe represented reasonable downside scenarios based on statements by
management as to its plans and intentions, our investigation and understanding of the
business, and such other information as we deemed appropriate;

8. Analyzed financial and market data obtained from regularly published sources on public
companies that we selected for purposes of our analysis and compared the capital needs
and cash flow generating ability of the Company after giving effect to the ESOP
Transaction, with those public companies; and
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9. Reviewed such other documents, investment and financial studies, and conducted other
analyses, as were deemed appropriate by Duff & Phelps.

Assumptions, Qualifications and Limiting Conditions

In preparing its forecasts, performing its analysis and rendering its Opinion, Duff & Phelps relied
upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions
and representations obtained from public sources or provided to it from private sources,
including Company management, and did not attempt to independently verify such information.

In preparing its forecasts, performing its analysis and rendering its Opinion, Duff & Phelps made
the following assumptions:

1. Any estimates, evaluations and projections furnished to Duff & Phelps were reasonably
prepared and based upon the last currently available information and good faith judgment
of the person furnishing the same;

2. The Company will be able to realize the Anticipated Savings;

3. The Company will not have any contingent liabilities or unliquidated liabilities other than
those listed in Exhibit A of the Management Representation Letter signed by officers of
the Company dated April 1, 2007;

4. There has not been, and there will not be any change, effect, event, occurrence or state of
facts that could reasonably be expected to be materially adverse to (a) the business,
condition (financial or otherwise), assets, liabilities, prospects or results of operations of
the Company, and/or (b) the currently proposed form of the ESOP Transaction, and/or
(c) the Company’s ability to realize the Anticipated Savings;

5. The final version of all documents reviewed by us in draft form conform in all material
respects to the drafts reviewed; and

6. The final credit agreements will conform in all material respects to the commitment letters
and term sheets for the ESOP Transaction financing package.

Nothing has come to our attention in the course of this engagement which would lead us to
believe that (i) any information provided to us or assumptions referred to above and made by us
are insufficient or inaccurate in any material respect or (ii) it is unreasonable for us to use and
rely upon such information or make such assumptions. Notwithstanding the foregoing or
anything to the contrary herein, we have not evaluated or determined, and cannot and will not
make any assurances that, the Company will be able to realize all or any portion of the
Anticipated Savings.

In our analysis and in connection with the preparation of this Opinion, Duff & Phelps has made
numerous additional assumptions with respect to industry performance, general business, market
and economic conditions and other matters, many of which are beyond the control of any party
involved in the ESOP Transaction. The Opinion is necessarily based upon market, economic,
financial and other conditions as they exist and can be evaluated as of the date hereof, and Duff
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& Phelps disclaims any undertaking or obligation to advise any person of any change in any fact
or matter affecting the Opinion which may come or be brought to the attention of Duff & Phelps
after the date hereof.

This letter and our Opinion included herein should not be construed as creating any fiduciary
duty on Duff & Phelps’ part to any party. This letter and our Opinion included herein should not
be construed as a valuation opinion, investment advice, investment recommendation, solvency
opinion, tax-related opinion, credit rating, fairness opinion, an audit of the Company, and/or an
accounting opinion. Without limiting the foregoing, this letter and our Opinion included herein
should be construed as either an analysis of the relative merits of the ESOP Transaction, any
alternatives to the ESOP Transaction, or any other aspect of the ESOP Transaction.

Conclusion

Based on all factors we regard as relevant and assuming the accuracy and completeness of the
information provided to us and assuming the economic, competitive, and financial condition of
the Company are substantially similar to that as reflected in the information provided to us as of
the date hereof, it is our opinion that following the Closing, and after taking into consideration
the Anticipated Savings:

1) The Fair Market Value of the Company’s assets will exceed the value of its liabilities,
including all contingent and other liabilities; and

2) The Company, as a going concern, and on a going-forward basis, should be able to pay
its Liabilities, including all Contingent and other Liabilities, as they become absolute and
mature

The Determinations are not intended to be, and do not conform to, (a) determinations of
insolvency as promulgated by § 101(29)(A) of the U.S. Bankruptcy Code or (b) determinations
of fraudulent transfers under the Uniform Fraudulent Transfer Act and other state laws dealing
with fraudulent conveyance and the Determinations do not include the standard analyses and
determinations typically included in a standard Duff & Phelps solvency opinion.

Respectfully submitted,

DUFF & PHELPS, LLC


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APPENDIX A

DEFINITIONS OF TERMS USED IN THIS LETTER

“Anticipated Savings” means the savings to be realized by the Company as a result of the ESOP
Transaction including, without limitation, the savings resulting from the elimination of the
Company’s 401(k) cash contributions and public company cost reductions and the tax savings
resulting from the Company’s contemplated 2008 S-election.

“Fair Market Value” means, with respect to the Company’s assets, the price, as of the date of our
Opinion, at which such assets would change hands between a willing buyer and a willing seller,
neither being under any compulsion to buy or to sell, and both having reasonable knowledge of
relevant facts, and where such buyer is able to realize upon the Anticipated Savings and where
such seller is interested in disposing of the entire operation as a going concern, presuming the
Company’s business will be continued.

“Liabilities, including all Contingent and other Liabilities” have the meanings that are generally
determined in accordance with applicable federal laws governing determinations of the
insolvency of debtors.

“Contingent and other Liabilities” means the contingent and other liabilities as either publicly
disclosed or set forth in Exhibit A of the Management Representation Letter signed by officers of
the Company dated April 1, 2007.