My absurd experiences in North America over the years
Chapter 148 Splitting Plan
Chicago in late July is much hotter and more humid than New York.
The Tribune Building sits beside Michigan Avenue, its grey-white granite facade gleaming softly in the afternoon sun, like a monument slowly melting.
The air conditioning inside the building was blasting, but there was hardly anyone walking in the corridors. Since filing for bankruptcy protection last December, the entire building has been shrouded in a quiet despair.
The situation only improved after the bankruptcy reorganization was successful.
Outside the conference room window, traffic was sparse on Michigan Avenue, with the occasional taxi passing by; the sound of tires rolling over the road was muffled and distant through the double-pane glass.
Li Fu arrived half an hour early and sat on one side of the long table, with a thick seventy-page document of the shareholders' meeting spread out in front of him.
Across from them, a representative from Oaktree Capital was speaking in hushed tones to his lawyer. The negotiations hadn't even begun, yet there was already a subtle tension in the air.
Michael Davis, sitting next to him, leaned back in his chair, his gaze sweeping over the bolded numbers on the documents, and whispered to Li Fu, "Oak Capital has been preparing for this for a long time and won't compromise easily."
Michael Davis was an executive sent from JPMorgan Chase headquarters and was JPMorgan Chase's authorized representative for this shareholders' meeting.
Three days ago, Li Fu saw Oaktree Capital's formal proposal to split the Forum in front of its shareholders for the first time, and he immediately realized that he had to come in person.
God doesn't let everyone have everything go smoothly.
The core logic of Oaktree Capital's spin-off plan is simple and straightforward: separate and sell all the marketable assets in the Forum Group, and use the proceeds to repay debts.
Then, lighten your load and set sail again.
This downsizing plan sounds reasonable, but upon closer inspection, the items on the sale list include the most core and long-term valuable assets of this century-old media giant.
This includes the Chicago Cubs, Food Network, the Los Angeles Times, and the Chicago Tribune, among others.
The Chicago Cubs are one of the oldest teams in MLB (Major League Baseball), boasting the iconic Wrigley Field and a fan base across the United States. Their cultural value and brand influence extend far beyond sports itself.
Food Network is one of the oldest and most influential food television channels in the United States, with over 90 million households and a mature content ecosystem, firmly holding a leading position in the lifestyle television category.
In addition, the Los Angeles Times and the Chicago Tribune are newspapers with absolute influence in their respective regions, not to mention the television networks that cover all major markets in the United States.
Oaktree Capital's logic is to first raise billions of dollars by selling these core assets to pay off its pressing debts, and then leave behind a company with significantly reduced debt but only marginal assets and shrinking businesses.
In their view, this was a brilliant balance sheet repair plan.
But in Li Fu’s eyes, this meant that when he took over the shares from Oak Tree, all he got was an empty shell with its core value completely drained.
He didn't care at all about the profits he received.
The most valuable asset of the Forum Press Group is not its financial figures, but its content production capabilities spanning print media, television, sports, and entertainment.
Newspapers are the source of information, television stations are the amplifiers of information, and sports teams are the magnets that hold audiences together. Only when these three form a closed loop can true media discourse power be achieved.
If Oaktree Capital were to break these pieces down and sell them off, all that would be left would be a pile of soulless assets.
Li Fu initially spent over $300 million to purchase senior and subordinated bonds not for investment returns, but because he had many better investment projects than the Tribune at the time.
Unlike Oaktree Capital, he didn't buy into Tribune to become a speculator profiting from bond trading, but rather to have a real voice in the country's public opinion arena—a public opinion advantage that Tribune couldn't match.
Oaktree Capital's breakup plan is a scalpel, but the surgeon's goal is to remove all the vital organs and sell them off, leaving only an empty shell that barely keeps the heart beating.
Li Fu was naturally determined to oppose this, so he immediately contacted the relevant person in charge at JPMorgan Chase, hoping they would stand on the same side as him.
The CEO of JPMorgan Chase took it very seriously. After discussing it internally, he believed that Li Fu's decision was correct and sent a fully authorized representative directly to him.
The bond of interests between them cannot be shaken by short-term profits.
Shortly after the meeting began, Carl, a representative from Oaktree Capital, presented their proposal.
They provided a valuation model for the Cubs, listed potential buyers interested in acquiring Food Network, and even prepared a restructuring plan for the company after the breakup.
This is equivalent to consolidating the remaining newspaper business and some minor assets into a smaller, simpler entity.
The logic is clear, the data is sufficient, and it is almost flawless.
Many minority shareholders are beginning to waver. They naturally hope to realize their profits as soon as possible after the bankruptcy reorganization, rather than worrying about the company's future.
Li Fu finished reading the entire document, closed the file bag, and pushed it back to the center of the table.
"After selling the Cubs and Food Network, how will you operate the remaining part?" he questioned Carl directly.
Carl tilted his head slightly. "In reality, we need to help the company out of its predicament first, to bring a dead company back to life. Selling assets is the only way out right now."
However, despite their high-sounding words, how to operate the business was not actually within their scope of consideration. They were creditors before, and now they are shareholders, not management. Their goal is to cash out.
"You're just trying to get yourselves out of trouble. After the Tribune was dismantled into an empty shell, you just took the money and ran, right?" Li Fu said bluntly. "What about the rest of the media business? Those newspapers, those TV stations, those reporters and editors who worked in Chicago and Los Angeles for twenty years—don't they even count as a number on your report?"
The meeting room fell silent. It wasn't that they thought one of them was more reasonable, but rather that a conflict had broken out between the representatives of the largest and second largest shareholders.
Davis, representing JPMorgan Chase, agreed with Li Fu's statement, believing that the impact of public opinion should be taken into account.
Carl remained unmoved and did not directly answer Li Fu's question, but only reiterated the urgency of the plan and the necessity of "protecting shareholder interests".
Of course, there is also a group of people who support him.
Capital is essentially about making a profit, which means they don't care about anything else but the profits that can be pocketed by them.
As for whether the forum newspaper industry will ultimately survive, and what will happen to those who work in it, they don't even consider that.
This is the cruelty of capital.
The meeting lasted for nearly three hours, and neither side could convince the other.
Although Oaktree Capital is the largest shareholder, Forrest Capital and JPMorgan Chase together hold more shares than they do.
Some minority shareholders also chose to support Li Fu and JPMorgan Chase in an attempt to curry favor with them.
Oaktree Capital received more votes, but because it did not reach an absolute majority, the split proposal failed to pass, and Li Fu's proposal to delay the split also failed, resulting in a deadlock at the shareholders' meeting.
In the end, a temporary truce could only be reached, and a vote would be held at a later date.
That evening, Li Fu returned to the hotel and sent an email to Lina from his room.
"Please prepare an independent valuation report for all the core assets under the Tribune Group, especially an analysis of the synergistic value of the television network. Also, check the actual exit price range of Oaktree Capital in similar cases; I need to know what kind of premium they are willing to accept."
He was unwilling to let the stalemate continue, as the longer it went on, the more detrimental it would be to the recovery of the forum newspaper industry.
He stood by the window for a long time, gazing at the Chicago nightscape. The lights of the skyscrapers looked like a still cluster of stars against the deep blue sky. The night view was so dazzling, yet reality was so thorny.
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