WILMINGTON,
Del. (AP) — A Delaware bankruptcy judge on Thursday approved the sale of
the Chicago Sun-Times and other newspapers owned by its parent company to
a group led by Chicago businessman Jim Tyree.
The Tyree
group offered to pay $5 million for the assets of the Sun-Times Media
Group Inc., which includes the Chicago tabloid and more than 50 suburban
publications. The investors also plan to assume about $22 million in
liabilities.
A major hurdle
to closing the deal was cleared Wednesday when leaders of five unions that
had rejected contract concessions demanded by Tyree tentatively agreed to
contract changes. Rank and file members of four of the unions voted
Wednesday night to accept contract changes agreed to by the Chicago
Newspaper Guild. Members of the fifth union, representing editorial
workers at the Post-Tribune of Northwest Indiana, were expected to vote
Friday.
"We are
confident that they will vote in favor of this deal by the end of this
week," Sun-Times attorney David Agay told Judge Christopher Sontchi at
Thursday's hearing.
Agay also said
members of 10 of 11 separate trade unions have approved amended contracts,
and that the remaining union, which represents a small group of
typographical workers, is expected to give its consent soon.
"We're close;
we're very close, your honor," he said.
James
McDonough, vice president and general counsel for the Sun-Times Media
Group, testified that if the sale order were approved, the deal is
expected to close by the end of the month. He characterized the remaining
conditions to be met prior to closing as "housekeeping matters."
The Sun-Times
Media Group filed for Chapter 11 bankruptcy protection in March, citing
$479 million in assets and $801 million in debt amid plunging advertising
revenues that have contributed to about a dozen other media company
bankruptcies.
McDonough said
some members of the existing Sun-Times management team would stay with the
new company after the sale, but that decisions on who will stay and who
will go have not been made yet.
Sontchi
approved the sale after overruling objections by the Sun-Times' committee
of unsecured creditors and a pension plan for the Communications Workers
of America.
Michelle
McMahon, an attorney for the pension plan, said in a court filing that by
withdrawing from the pension plan, the Sun-Times would trigger a $17
million withdrawal liability, but the company has not proposed a method of
payment or offered the pension plan adequate protection.
Attorneys for
the Sun-Times argued that the pension plan would still have an unsecured
claim after the sale and should not be allowed to improve its position
relative to other creditors or the bankruptcy estate.
But McMahon
argued that the pension plan would have a direct claim against the
purchaser, not a general unsecured claim.
"It's apparent
we're only going to get pennies on the dollar," she said.
The committee,
meanwhile, expressed concern about adequate enforcement mechanisms in the
event that Sun Times Media Group breaches an agreement to operate the
Sun-Times as a going concern for at least 180 days after closing.
"If that
obligation by the buyer isn't met, the debtor should have remedies to
enforce that obligation," said Scott Cargill, an attorney for the
committee.
The committee
also wanted an order directing the Sun-Times to seek a determination on
its rights to $24.5 million being held in escrow in connection with the
settlement of a class-action lawsuit alleging malfeasance by officials
with former Sun-Times owner Hollinger International.
Hollinger's
CEO, Lord Conrad Black, was convicted in 2007 of siphoning millions of
dollars from the Sun-Times and its other newspaper holdings.
Sontchi said
the contract provisions regarding operating the Sun-Times as a going
concern for 180 days were sufficiently clear. He also noted that the
company was not selling its interests in the settlement escrow.
"I don't think
what time the debtors will get the proceeds from the escrow is relevant
for the sale," the judge said. "I don't think that's an issue for today."
The Sun-Times
owes as much as $608 million in back taxes and penalties related to
Black's financial dealings, but Agay noted that the Internal Revenue
Service, the company's largest creditor, did not object to the sale.
Sun-Times
board chairman and interim CEO Jeremy Halbreich expressed confidence in
Tyree and his investment group's plans for the media group.
"These new
owners will work hard to establish a wonderful, long future for our
publications and for our employees, and finally, all of the legacy issues
and distractions that have followed and negatively affected our products
will be put to rest," tey said in a statement.