The Merger Agreement and the Limited Guarantee have been included to provide investors with information
regarding its terms. It is not intended to provide any other factual information about the Company, Parent or any of their respective subsidiaries or affiliates or to modify or supplement any factual disclosures about the Company or Parent included
in their public reports filed with the SEC. The representations, warranties and covenants contained in each of the Merger Agreement and the Limited Guarantee were made only for purposes of the Merger Agreement and the Limited Guarantee and, as of
specific dates, were solely for the benefit of the parties to the Merger Agreement and the Limited Guarantee, as applicable, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures
made for the purposes of allocating contractual risk between the parties to the Merger Agreement and the Limited Guarantee, as applicable, instead of establishing these matters as facts, and may be subject to standards of materiality that differ
from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent or any of their
respective subsidiaries or affiliates.
The foregoing description of the Merger Agreement and the Limited Guarantee and the transactions contemplated
thereby, including the Merger, does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement and the Limited Guarantee, as applicable. A copy of the Merger Agreement is filed as Exhibit 99.6 and
incorporated herein by reference. A copy of the Limited Guarantee is filed as Exhibit 99.7 and incorporated herein by reference.
Non-Binding Term Sheet
Concurrently with entering into the Merger Agreement, Alden entered into a non-binding term sheet (the Non-Binding Term Sheet) with Sunlight for All Institute (Charity) regarding Aldens proposal to acquire the Company
pursuant to the Merger and Charitys proposal to acquire, subject to the consummation of the Merger, 100% of the issued and outstanding equity interests (the Interests) of The Baltimore Sun Company, LLC (The Sun) (the
Sun Acquisition), upon the terms and subject to the conditions set forth in the Non-Binding Term Sheet, including the execution of a definitive agreement with respect to the Sun Acquisition on
terms mutually acceptable to each party, which is being negotiated between Alden and Charity. Pursuant to the proposed Sun Acquisition, Alden would cause Tribune Publishing Company, LLC, a wholly owned subsidiary of the Company (the Sun
Parent), to sell to Charity, and Charity would purchase from the Sun Parent, the Interests, which would be structured as an equity purchase. In consideration for the Interests and subject to any other terms and conditions set forth in any
definitive agreement, Charity would pay to the Company, at the direction of the Sun Parent, $65 million, on a cash free, debt free basis and subject to a normalized level of working capital (the Sun Purchase Price). As set forth in
the Non-Binding Term Sheet, the Sun Acquisition would close concurrently with the Merger, subject to the terms and conditions of a definitive agreement relating to the Sun Acquisition.
In accordance with the Non-Binding Term Sheet, any definitive agreement relating to the Sun Acquisition would include
customary terms and conditions related to representations and warranties, covenants and termination for a transaction similar to the Merger; provided, however, that the interim operating covenants would not expand upon the interim operating
covenants set forth in the Merger Agreement, and Alden would in no way be liable for any breaches thereof by the Company. Additionally, any definitive agreement would include a list of interim operating covenants substantially similar to such
covenants in the Merger Agreement that would hypothetically apply to The Sun, and if the Company takes any action or omission that would have been a material breach of any such covenant if such covenant were operable, Charity would not be required
to close the Sun Acquisition.
Each of Aldens and Charitys obligations to close the Sun Acquisition would be subject to customary closing
conditions, including a bringdown of representations, warranties and covenants, and no material adverse effect on The Sun. Additionally, the execution and delivery of any definitive agreement relating to the Sun Acquisition is subject to the
satisfactory completion of Charitys due diligence of The Sun.
As set forth in the Non-Binding Term Sheet,
concurrent with the execution of any definitive agreement, Stewart Bainum, Jr. (Mr. Bainum) will deliver (i) a donation commitment letter (DCL) to Charity, under which Alden will be a third-party beneficiary, and
(ii) a full guaranty to Alden, in each case, for the full amount of the Sun Purchase Price. Charity may assign its obligations under any definitive agreement relating to the Sun Acquisition to a controlled affiliate of Mr. Bainum without
the consent of Alden, provided that (i) Charitys rights under the under the DCL are also assigned to such affiliate and (ii) such assignment would not relieve Charity of its obligations as a primary obligor.