Sidley switches sides for latest US mega-deal

A raft of US firms was drafted in to advise on the US’s latest mega-deal, the $8.2bn (£4.15bn) take-private of media and sports conglomerate Tribune by Chicago property tycoon Sam Zell.

Chicago firms did particularly well out of the deal, with Sidley Austin, McDermott Will & Emery and Jenner & Block landing key roles.

Sidley advised Zell on the $36bn (£18.21bn) buyout of his Equity Office Properties by Simpson Thacher & Bartlett client Blackstone last November (The Lawyer, 27 November 2006) but this time advised Tribune and its board.

Co-counsel to Tribune with Sidley was New York M&A behemoth Wachtell Lipton Rosen & Katz, with name partner Martin Lipton leading. Skadden Arps Slate Meagher & Flom is advising the special board.

Zell turned to a tripartite advisory panel of Jenner, Arnold & Porter and Morgan Lewis & Bockius.

Tribune owns some of the US’s best-known newspapers, including the Los Angeles Times, Newsday and the Chicago Tribune, as well as baseball team the Chicago Cubs.

Zell’s purchase is actually in two stages. First comes a cash tender offer for approximately 126 million shares at $34 (£17.2) per share. A merger will then complete in April.

Zell wants to create an employee stock ownership plan (Esop) to help finance the deal from the company’s then-outstanding common stock. The Esop basically gives Tribune employees a stake in what will be a private company. McDermott is advising on the Esop.

Cahill Gordon & Reindel is advising Merrill Lynch, Citigroup and JPMorgan on the financing of the deal.

Esops are controversial because employees at beleagured companies, such as Enron and United Airlines, that offered the plans had their savings wiped out.

The plan will also increase Tribune’s debt from $5bn (£2.53bn) currently to $13.4bn (£6.78bn) post-deal, according to analysts.