Tribune Co. creditors court Michael Eisner and Jeff Shell for top jobs

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Former Walt Disney Co. Chief Executive Michael D. Eisner is in discussions that could lead to his return to the media spotlight – as chairman of the now-bankrupt Tribune Co.

The media company’s largest creditors are having preliminary conversations with prospective candidates who could operate Tribune once it emerges from bankruptcy, according to several people with knowledge of the situation.

Eisner, who has been dabbling in the digital world as an investor since stepping down from Disney in 2005, is among the candidates under consideration to replace Chicago real estate magnate Sam Zell as chairman of the reorganized company.

Discussions about new management at Tribune are still exploratory, people close to one of the creditors cautioned. Senior creditors can’t make changes until a plan is in place allowing the company to emerge from its nearly two-year legal morass.

Tribune owns the Los Angeles Times, the Chicago Tribune, KTLA-TV Channel 5 and 22 other TV stations and six newspapers.

Under one scenario being discussed by the senior creditors, Eisner, who is 68, would be joined by Jeff Shell, a former News Corp. cable executive who is now in top management at Comcast Corp., according to four people with knowledge of the talks. Shell would become chief executive of Tribune, replacing Randy Michaels.

Eisner was unavailable for comment, according to his spokeswoman. But he told Variety in a wide-ranging interview Monday that he has been accumulating Tribune debt. “You are talking to somebody who is buying debt in the Tribune Co. The salvation of the newspaper is some kind of pay arrangement [online], which will evolve into something significant,� Eisner said in the interview.

Shell, 44, a Los Angeles native who runs Comcast’s cable channels group from the company’s headquarters in Philadelphia, declined to comment. Earlier in his career, Shell worked for Disney on the strategic planning staff when Eisner ran the company.

Tribune and its creditors are still struggling to negotiate a settlement around charges that Zell’s 2007 leveraged buyout was a case of ‘fraudulent conveyance,’ meaning the transaction rendered the company insolvent from Day One. That settlement would serve as the basis for a plan of reorganization, but depending on how negotiations go, it could be months in coming or the case could easily devolve into litigation.

Nobody in the case doubts that senior creditors led by money center bank JPMorgan Chase and two hedge funds, Angelo, Gordon & Co. and Oaktree Capital Management, will end up owning Tribune by virtue of their $8.6 billion in claims.

But just last week, the latest round of negotiations collapsed, people familiar with the situation said, when junior creditors balked at a new reorganization proposal and creditors generally were unsettled by Tribune management’s request to indemnify its directors and officers, including Zell, from potential legal action related to the buyout.
Tribune officials are still talking to creditors and the company is expected to file a plan Friday laying out its vision of what would be a fair settlement, hoping enough creditors will get on board to get a plan confirmed by the court. Creditors have threatened to file their own plans, but have yet to do so, these people said, as they wait to see what management proposes.

All this uncertainty complicates discussions with potential management candidates. One person close to the creditors noted that when the time comes, the creditors would likely follow normal corporate practice: choose a new board and chairman, institute a formal search for a chief executive (that likely would include Michaels, the current CEO) and then make a final choice.

The senior group wants to find the best management it can to enhance the value of the equity the banks and hedge funds will end up owning in the company.

JPMorgan Chase declined comment, as did Oaktree. Angelo, Gordon & Co. did not immediately respond to request for comment. Tribune also declined comment.

According to people familiar with the matter, other executives who have been approached by one or more of the creditors about playing a role in Tribune, post-bankruptcy, include Fred Reynolds, the retired chief financial officer of CBS Corp.; Mel Karmazin, chief executive of Sirius XM Radio Inc.; Terry S. Semel, former chairman and co-chief executive of Warner Bros.; and Robert Pittman, former chief operating officer of AOL Time Warner.

Eisner was first approached about becoming a member of a reconfigured Tribune board by John Angelo, chief executive of the investment firm he co-founded with Michael Gordon, according to people with knowledge of the situation who requested anonymity because they were not authorized to speak.

Angelo is a childhood friend of Eisner’s. Those conversations led to discussion of a potentially larger role for Eisner, who, after making his mark in television programming at ABC, ran Paramount Pictures with Barry Diller in the 1970s, and then Disney. He is credited with reviving Disney in the late 1980s, but his later tenure with the company was marred by an acrimonious battle with former directors Roy E. Disney and Stanley P. Gold.

After leaving Disney in 2005, Eisner started The Tornante Co., a firm that invests in the media and entertainment business. The company’s new media studio, Vuguru, develops and finances stories for digital distribution. In 2007, Eisner also acquired Topps, maker of baseball trading cards and Bazooka bubblegum, in partnership with Chicago private equity firm Madison Dearborn Partners.

Eisner devoted a chapter to Angelo and Gordon in his forthcoming book, “Working Together: Why Great Partnerships Succeed.� Eisner describes Angelo as his oldest friend, and someone who “I know as well as perhaps anyone, aside from my own wife and children.�

Angelo, Gordon has accumulated several newspaper holdings in the last year as their parent companies have emerged from bankruptcy. As a result, the firm has interests in the Philadelphia Inquirer, the Orange County Register and the Minneapolis Star Tribune.

-- Dawn C. Chmielewski, Michael Oneal and Sallie Hofmeister