CHICAGO (AP) – Tribune Co. shareholders overwhelmingly approved the $8.2 billion buyout of the media conglomerate Tuesday, but the transaction still needs financing and federal waivers.

Preliminary results indicated 97 percent of those casting votes approved the deal led by billionaire Sam Zell, marking the simplest step remaining in the torturous path to new ownership that began when the ailing newspaper publisher put itself up for sale last year.

The owner of 11 daily newspapers, 23 TV stations and the Chicago Cubs still needs the Federal Communications Commission to grant it waivers from rules banning same-market ownership of television and newspapers. After that, it will have to navigate in a troubled newspaper industry while under a huge and increasing debt burden.

“This is the beginning of the next chapter,” Dave Novosel, an analyst with the bond research firm Gimme Credit, said before the vote. “Next will be trying to solve that debt.”

Tribune already has borrowed $7 billion to finance the first step of the transaction and buy back shares but had to commit to repaying $1.5 billion of it in two years in order to secure the loan. Following approval from shareholders and federal regulators, it must borrow an additional $4.2 billion to buy all remaining shares not owned by the employee stock ownership plan that is to be its new owner.

Concerned about that debt load, Standard & Poor’s cut its rating on the company’s debt Monday, citing a deterioration in operating performance and cash flow since the deal was announced nearly five months ago. The rating agency lowered Tribune debt – already carrying junk-bond status – to “B-plus” from “BB-minus” and said it would reduce it further once the leveraged buyout is complete.

Shareholder support for the deal never was an issue once the stock tumbled more than 20 percent below the $34 per share they will get under the Zell-negotiated terms.

The dearth of strong offers for the company when it put itself up for sale last fall dramatically illustrated the historic slump in the newspaper industry, which is hemorrhaging readers and advertisers to the Internet.

Mr. Zell stepped in April 1 to put together a deal in which he is to gain control in a highly leveraged buyout that will take the company private under an employee stock ownership plan. Since then, the newspaper industry’s overall outlook and advertising revenues have weakened, fueling speculation the deal could fall apart under Tribune’s increasing debt.

Mr. Novosel said the deal is clouded by high costs, unstable credit markets and deteriorating operational performance. He thinks it may be renegotiated, although that would lead to the near-certainty of shareholder lawsuits and other headaches.
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Mr. Zell declined comment through a spokeswoman Monday. But the growing consensus among experts is that the mogul, who has sunk $250 million into the deal including a $200 million loan, is not walking away from it.

Banks remain bound by their lending commitments unless Tribune’s performance worsens significantly and it fails to meet certain financial requirements.
The company reiterated on the eve of the vote that its financing commitments are secure.

“Our going-private transaction is on track and the financing for it is fully committed,” spokesman Gary Weitman said. “We anticipate closing the transaction in the fourth quarter, following FCC approval, and expect to be in full compliance with our credit agreements.”

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