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Baltimore Sun Media poised to be acquired by nonprofit from Tribune Publishing

A rainbow streaks across the sky behind The Baltimore Sun's Port Covington offices.
A rainbow streaks across the sky behind The Baltimore Sun's Port Covington offices. (Jerry Jackson)

Returning The Baltimore Sun to Maryland hands, the state’s largest newspaper and its affiliates are poised to be acquired by a nonprofit formed by businessman and philanthropist Stewart Bainum Jr. that would operate the media organization for the benefit of the community.

The sale would be part of a $630 million deal announced late Tuesday for Alden Global Capital to acquire full control of Tribune Publishing, which also publishes The Chicago Tribune, the New York Daily News and other major newspapers.

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As part of the acquisition, the nonprofit Sunlight for All Institute would acquire The Baltimore Sun, the Capital Gazette papers in Annapolis, the Carroll County Times and several other Baltimore-area weeklies and magazines, as well as the affiliated online properties.

”This is great news for the future of local media, and ensuring key reporting and transparency into the future,” said Maryland Senate President Bill Ferguson, a Baltimore Democrat.

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The Alden-Tribune deal is not yet done, needing the approval of Tribune Publishing’s shareholders.

In its announcement, Tribune Publishing said Alden signed a “nonbinding term sheet” to sell The Sun to the nonprofit established by Bainum. Those terms were not disclosed. The Sun deal is contingent on the Alden-Tribune deal going forward.

Founded in 1837, The Sun was long owned by the Abell family of Baltimore. Local ownership ended in 1986 when the newspaper was acquired by Times Mirror Corp. The Tribune Co. acquired Times Mirror in 2000. Tribune Publishing split off from Tribune in 2014, taking the legacy newspaper operations. Later that year, Baltimore Sun Media purchased Capital Gazette Communications, publisher of The Capital and Maryland Gazette, and Carroll County Times from Landmark Publishing.

Despite difficult business conditions that have forced newspapers nationwide to pare back operations amid dwindling advertising, Baltimore Sun Media has won two Pulitzer Prizes in recent years — one last year for local reporting for the staff’s work uncovering the “Healthy Holly” book-publishing scheme that led to the resignation and conviction of Mayor Catherine Pugh and the other in 2019 when the Capital Gazette received a special citation in the wake of the 2018 shooting that killed five members of its staff. Baltimore Sun Media newsrooms and staff also have been Pulitzer finalists six times since 2015.

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“In these times, local journalism is more important than ever. This news is a win for Sun employees and a more transparent, accountable Baltimore,” Baltimore Mayor Brandon Scott said in a statement.

“The Sun is a Maryland institution with a proud history, and an employer of hundreds of Marylanders,” Mike Ricci, a spokesman for Republican Gov. Larry Hogan, said in a statement. “We wish the paper great success as it returns to being locally-owned, and continues to carry out the work of the free press.”

In recent years, several newspapers have been acquired from chains and operate as nonprofits, including local ownership efforts in Salt Lake City, Philadelphia and the Berkshires in Massachusetts.

Rick Edmonds, a media business analyst for the Poynter Institute, said he thought local ownership could work. Poynter owns newspapers in Tampa Bay and St. Petersburg, Florida.

“I think the nonprofit model, and I am biased because Poynter has been pioneers, opens added opportunities by making it much easier for other individuals and donors and foundations to make contributions,” he said. “This can work.”

But even nonprofit-owned newspapers must contend with the challenging conditions facing all news organizations, Edmonds said.

Bainum, 74, could not be reached Tuesday evening for comment.

He is a Takoma Park resident who made his fortune in hotels and nursing homes. He remains chairman of Choice Hotels International, the Rockville-based hospitality franchiser for such marques as Cambria Hotels, Quality Inn and Econo Lodge.

Bainum’s planned purchase of The Sun is not affiliated directly with an effort by a group of Baltimore philanthropists, businesspeople and the union representing Sun journalists to seek local ownership for the publication, said Ted Venetoulis, a spokesman and adviser for that effort.

“Stewart has stepped up to do this,” Venetoulis said. “He’s just a remarkable person, a civic activist who just wants to help the community. ... It’s great to have this coming to fruition, and you couldn’t have a better person for the city and really the whole state to be doing this.”

Venetoulis said Bainum is making the purchase through his foundation, and no other partners are involved at this point, although he expects more local philanthropists will be looking to support the newspaper.

Bainum’s Sunlight for All Institute was established Jan. 26 as a tax-exempt, nonprofit corporation in Delaware.

A lifelong Democrat and onetime politician, Bainum served in the Maryland General Assembly, first as a delegate from 1979 to 1982, then as a senator from 1983 to 1986. In 1987, Bainum became CEO of ManorCare. He’d worked at the nursing home operator established by his father since the early 1970s.

He and his wife, Sandy Bainum, a singer and actress, joined the Giving Pledge, a campaign seeking commitments by the world’s wealthiest people to contribute most of their wealth to philanthropic causes. Others who have made the pledge include Facebook’s Mark Zuckerberg and his wife, Priscilla Chan, Elon Musk, Michael Bloomberg, and, notably, Patrick Soon-Shiong, who acquired the Los Angeles Times and San Diego Union-Tribune from Tribune Publishing for $500 million in 2018 and still holds a 24% stake in the company.

The Bainums give primarily through the child-focused Bainum Family Foundation. They’re also active political donors, giving more than $3 million to help President Joe Biden defeat Donald Trump, according to Blue Tent, a Democrat-aligned online political news site.

“I feel this is incredibly promising, but the deal isn’t completed so I will be holding my breath until this is done,” said Liz Bowie, a Sun education reporter and a NewsGuild leader working with the Save Our Sun campaign. “But I believe if we get the Sun into local ownership and into a nonprofit we will ensure its future and hopefully we can make it sustainable. I believe that The Baltimore Sun could become a national model for replanting newspapers into local ownership.”

Alden’s deal with Tribune, announced a few hours after the stock market closed Tuesday, would create one of the largest newspaper operators in the United States. It follows weeks of negotiations between a special committee of Tribune Publishing’s board and Alden, a hedge fund with a history of deep cost-cutting at its other newspaper properties.

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The deal needs the approval of shareholders, particularly Soon-Shiong, who owns enough of the stock not controlled by Alden that he alone could block the deal.

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Alden, already Tribune Publishing’s largest shareholder with a 31.6% stake, is offering $17.25 a share for the remainder of the company in a transaction that would take Tribune Publishing private. That amounts to Alden paying about $431 million for the 68% of the shares it doesn’t already own.

The agreed-upon price is $3 a share higher than a nonbinding proposal Alden presented in December. Since its interest in buying all of the company was made public in late December, shares of Tribune Publishing have moved steadily higher. On Tuesday, shares closed at $15.97, giving the company a market capitalization of $583.4 million.

While The Sun would be spun off to the nonprofit under the proposed deal, Tribune’s other newspapers would be rolled into Alden’s growing news media empire.

“I salute Bainum’s efforts; we need more folks to step up and be accountable to their communities,” said Jon Schleuss, president of the NewsGuild, which represents journalists at many Tribune papers, including The Sun. ”But for me and for hundreds of other journalists, and for the Tribune workers and their communities, this is not a great day. Alden doesn’t have a history of building local news. They have a history of destroying great companies.“

Tribune Publishing also owns the Hartford Courant; Orlando Sentinel; South Florida Sun Sentinel; The Morning Call in Allentown, Pennsylvania; the Daily Press in Newport News, Virginia; and The Virginian-Pilot in Norfolk, Virginia.

The Sunlight for All Institute would take on all of Baltimore Sun Media’s newspapers and online sites, including such former Patuxent Publishing properties as the Towson Times and The Aegis in Harford County, and the Capital Gazette Communications properties, which also include the Bowie Blade-News and Capital Style magazine. Capital Gazette is one of the nation’s oldest publishers. The Maryland Gazette was established in 1727.

The Capital Gazette newsroom was the site of the deadliest attack on journalists on American soil when a gunman blasted his way into the Annapolis office with a pump-action shotgun and killed five employees on June 28, 2018. The gunman, who harbored a yearslong grudge against the newspaper, pleaded guilty to murdering Gerald Fischman, Rob Hiaasen, John McNamara, Rebecca Smith and Wendi Winters, but maintains that he is not criminally responsible, Maryland’s version of an insanity defense. The second phase of his trial is scheduled to begin in late June.

“A free and independent press is a critical pillar of our democracy and today’s announcement is wonderful news for the future of journalism across our region and throughout our state,” Baltimore County Executive Johnny Olszewski Jr., a Democrat, said in a statement. “The Baltimore Sun can now continue to brightly shine for years to come.”

The Baltimore Sun’s John Holland and Pamela Wood and The Chicago Tribune contributed to this article.

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