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CareerBuilder owners selling to investor group

June 19, 2017

An investor group led by Apollo Global Management LLC, along with the Ontario Teachers’ Pension Plan Board, entered into a definitive agreement to acquire a majority of the outstanding equity interests in job board operator CareerBuilder LLC, the companies announced today. CareerBuilder’s current owners, Tegna Inc., Tribune National Marketing Company, LLC and McClatchy Interactive West will retain a minority interest.

The transaction is expected to close in the third quarter of 2017, subject to regulatory approvals and customary closing conditions. Apollo’s investment is being made by the Apollo-managed Special Situations I fund. The transaction includes committed financing from Credit Suisse, Barclays, Deutsche Bank, Citigroup Global Markets and Goldman Sachs & Co. LLC.

Last month, Tribune Media Company — which owned a 32% stake in CareerBuilder as well as media holdings — itself struck a deal to be acquired by Sinclair Broadcast Group Inc. At the time, Tegna Inc. was majority owner of CareerBuilder, with a 53% stake, and newspaper publisher McClatchy held a 15% share. Tegna had announced Sept. 7 it was conducting a strategic review of CareerBuilder.

Tegna’s estimated cash proceeds from the sale are expected to be approximately $250 million, which will be used to retire existing debt and for other general corporate purposes. As part of the agreement, Tegna will remain an ongoing partner in CareerBuilder, reducing its current 53% controlling interest to 12.5% on a fully-diluted basis once the proposed transaction is complete.

Tribune Media expects to receive $157 million in cash, retain an approximate 8% ownership stake in CareerBuilder on a fully-diluted basis and recognize a $22 million cash tax benefit in 2017 as a result of an expected taxable loss on the sale.

McClatchy’s after-tax proceeds related to the sale of CareerBuilder are expected to be approximately $68 million bringing total cash received (including the normal distribution above) to approximately $76 million. McClatchy’s ownership will be approximately 3.8% on a fully-diluted basis.

“This is an exciting next chapter for CareerBuilder,” said CareerBuilder CEO Matt Ferguson. “We are very proud of the work we did during our partnership with Tegna, Tribune and McClatchy, and we look forward to collaborating with Apollo and Ontario Teachers’ to continue the successful transformation of our business.”