0000903423-18-000082.txt : 20180212 0000903423-18-000082.hdr.sgml : 20180212 20180212214402 ACCESSION NUMBER: 0000903423-18-000082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20180208 FILED AS OF DATE: 20180212 DATE AS OF CHANGE: 20180212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Inversora Carso, S.A. de C.V. CENTRAL INDEX KEY: 0001273693 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 18598849 BUSINESS ADDRESS: STREET 1: INSURGENTES SUR #3500, PB STREET 2: COL. PENA POBRE, DELEGACION TLALPAN, CP CITY: MEXICO D.F. STATE: O5 ZIP: 14060 BUSINESS PHONE: 52 55 5625 4961 MAIL ADDRESS: STREET 1: INSURGENTES SUR #3500, PB STREET 2: COL. PENA POBRE, DELEGACION TLALPAN, CP CITY: MEXICO D.F. STATE: O5 ZIP: 14060 FORMER NAME: FORMER CONFORMED NAME: INMOBILIARIA CARSO S A DE C V DATE OF NAME CHANGE: 20031217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 4 1 imsocarsonyt-f4_0208.xml OWNERSHIP DOCUMENT X0306 4 2018-02-08 0 0000071691 NEW YORK TIMES CO NYT 0001273693 Inversora Carso, S.A. de C.V. PASEO DE LAS PALMAS 781, PISO 3 LOMAS DE CHAPULTEPEC CIUDAD DE MEXICO O5 11000 MEXICO 0 0 1 1 Add'l Rep. Persons-see Ex.99-1 Class A Common Shares (as defined in Exhibit 99.1 hereto) 2018-02-08 4 S 0 88000 24.1368 D 19243500 D Class A Common Shares (as defined in Exhibit 99.1 hereto) 2018-02-09 4 S 0 2000 24.0238 D 19241500 D See attached Exhibit 99-1 to Form 4, which is hereby incorporated herein by reference. *See the Powers of Attorney for the members of the Slim Family, Inversora and GFI, which are filed as exhibits 99.2-99.10 to this Form 4. /s/ Javier Foncerrada , Attorney-in-Fact* 2018-02-12 EX-99.1 2 imsocarsonyex991.htm NAME AND ADDRESS OF ADDITIONAL REPORTING PERSONS :

Exhibit 99.1

Name and Address of Additional Reporting Persons:

Mr. Carlos Slim Helú, Mr. Carlos Slim Domit, Mr. Marco Antonio Slim Domit, Mr. Patrick Slim Domit, Ms. María Soumaya Slim Domit, Ms. Vanessa Paola Slim Domit and Ms. Johanna Monique Slim Domit (collectively, the “Slim Family”), each with the following address:

Paseo de Las Palmas #736
Colonia Lomas de Chapultepec
11000 Ciudad de México, México

Explanation of Responses:

Beneficial Ownership of Inversora

As of the date of this filing, Inversora Carso, S.A. de C.V., f/k/a Inmobiliaria Carso, S.A. de C.V. (“Inversora”) beneficially owns 19,241,500 shares of Class A Common Stock, par value $0.10 per share of The New York Times Company (“Class A Common Shares”), following (i) the sale of 88,000 Class A Common Shares on February 8, 2018 at a price of $24.1368 per Class A Common Share and (ii) the sale of 2,000 Class A Common Shares on February 9, 2018 at a price of $24.0238 per Class A Common Share. Of the 19,241,500 shares of Class A Common Shares owned, (i) 6,915,675 Class A Common Shares were pledged to 2017 Mandatory Exchangeable Trust (the “Trust”), an unaffiliated third party buyer, by Inversora pursuant to a forward purchase agreement among Inversora and the Trust dated December 15, 2017 and (ii) 1,331,500 Class A Common Shares were pledged to the Trust by Inversora’s wholly-owned subsidiary Control Empresarial de Capitales, S.A. de C.V. (“CEC”) pursuant to a forward purchase agreement among CEC and the Trust dated December 15, 2017. Inversora retains voting rights in the pledged Class A Common Shares and now shares dispositive power with U.S. Bank National Association (“U.S. Bank”) as collateral agent for the benefit of the Trust.

Class A Common Shares reported as beneficially owned by Inversora include Class A Common Shares owned by CEC. Because the members of the Slim Family are beneficiaries of a Mexican trust (the “Slim Family Trust”) which in turn owns substantially all of the issued and outstanding voting securities of Inversora, each member of the Slim Family may be deemed to have indirect beneficial ownership of the 19,241,500 Class A Common Shares beneficially owned directly and indirectly by Inversora.

Beneficial Ownership of GFI

As of the date of this filing, Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (“Inbursa”) beneficially owns 7,950,000 shares of Class A Common Shares, of which all 7,950,000 shares were pledged to the Trust by Inbursa pursuant to a forward purchase agreement among Inbursa and the Trust dated December 15, 2017. Inbursa retains voting rights in the pledged Class A Common Shares and now shares dispositive power with U.S. Bank as collateral agent for the benefit of the Trust.

As the parent company of Inbursa, Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”) owns 7,950,000 Class A Common Shares. As detailed in Amendment No. 4 to the Schedule 13G filed by the members of the Slim Family with the U.S. Securities and Exchange Commission (the “SEC”) on February 16, 2016 in respect of their ownership of Class A Common Shares, the Slim Family Trust also owns a majority of the outstanding voting equity securities of GFI. Because the Slim Family Trust owns a majority of the outstanding voting equity securities of GFI, each member of the Slim Family may be deemed to beneficially own indirectly the 7,950,000 Class A Common Shares beneficially owned by GFI.

Summary of Class A Common Shares that may be deemed to be Beneficially Owned by each Member of the Slim Family

Following the sales described in this filing and for the reasons described above, as of February 12, 2018, 27,191,500 Class A Common Shares may be deemed to be beneficially owned by each member of the Slim Family. As of February 12, 2018, 27,191,500 Class A Common Shares would constitute approximately 16.8% of the 161,394,059 issued and outstanding Class A Common Shares, as reported on the Form 10-Q filed by the Issuer with the SEC on November 1, 2017.

Signature Page




Carlos Slim Helú

Carlos Slim Domit	By: /s/ Javier Foncerrada
	Javier Foncerrada
Marco Antonio Slim Domit	Attorney-in-Fact*
	February 12, 2018
Patrick Slim Domit

María Soumaya Slim Domit

Vanessa Paola Slim Domit

Johanna Monique Slim Domit

INVERSORA CARSO, S.A. DE C.V.

By: Javier Foncerrada Title: Attorney-in-Fact

EX-99.2 3 imsocarsonyex992.htm POWER OF ATTORNEY

Exhibit 99.2

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Javier Foncerrada and Marco Antonio Slim Domit, and each of them singly, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead and on his behalf, in any and all capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (each a “Filing”), relating to his beneficial ownership (direct or indirect) of any securities he may be deemed to beneficially own, and to file on his behalf any such Filings required to be filed pursuant to the United States Securities Exchange Act of 1934, as amended, with the United States Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents full power and authority to do and perform any and all acts and things requisite as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof, and this power of attorney shall remain in effect until December 31, 2021.

February 12, 2018

/s/ Carlos Slim Helú__
Carlos Slim Helú

EX-99.3 4 imsocarsonyex993.htm POWER OF ATTORNEY

Exhibit 99.3

POWER OF ATTORNEY

February 12, 2018

/s/ Carlos Slim Domit__
Carlos Slim Domit

EX-99.4 5 imsocarsonyex994.htm POWER OF ATTORNEY

Exhibit 99.4

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Javier Foncerrada as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead and on his behalf, in any and all capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (each a “Filing”), relating to his beneficial ownership (direct or indirect) of any securities he may be deemed to beneficially own, and to file on his behalf any such Filings required to be filed pursuant to the United States Securities Exchange Act of 1934, as amended, with the United States Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents full power and authority to do and perform any and all acts and things requisite as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof, and this power of attorney shall remain in effect until December 31, 2021.

February 12, 2018

/s/ Marco Antonio Slim Domit___

Marco Antonio Slim Domit

EX-99.5 6 imsocarsonyex995.htm POWER OF ATTORNEY

Exhibit 99.5

POWER OF ATTORNEY

February 12, 2018

/s/ Patrick Slim Domit___

Patrick Slim Domit

EX-99.6 7 imsocarsonyex996.htm POWER OF ATTORNEY

Exhibit 99.6

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Javier Foncerrada and Marco Antonio Slim Domit, and each of them singly, as her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for her and in her name, place and stead and on her behalf, in any and all capacities, to sign any Form 3, 4 or 5 or Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (each a “Filing”), relating to her beneficial ownership (direct or indirect) of any securities she may be deemed to beneficially own, and to file on her behalf any such Filings required to be filed pursuant to the United States Securities Exchange Act of 1934, as amended, with the United States Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents full power and authority to do and perform any and all acts and things requisite as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof, and this power of attorney shall remain in effect until December 31, 2021.

February 12, 2018

/s/ María Soumaya Slim Domit___

María Soumaya Slim Domit

EX-99.7 8 imsocarsonyex997.htm POWER OF ATTORNEY

Exhibit 99.7

POWER OF ATTORNEY

February 12, 2018

/s/ Vanessa Paola Slim Domit___

Vanessa Paola Slim Domit

EX-99.8 9 imsocarsonyex998.htm POWER OF ATTORNEY

Exhibit 99.8

POWER OF ATTORNEY

February 12, 2018

/s/ Johanna Monique Slim Domit___

Johanna Monique Slim Domit

EX-99.9 10 imsocarsonyex999.htm POWER OF ATTORNEY

Exhibit 99.9

POWER OF ATTORNEY

The undersigned, an authorized officer of Inversora Carso, S.A. de C.V., f/k/a Inmobiliaria Carso, S.A. de C.V. (the “Company”), hereby constitutes and appoints Javier Foncerrada and Marco Antonio Slim Domit, and each of them singly, as the Company’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for the Company and in the Company’s name, place and stead and on the Company’s behalf, in any and all capacities, to sign any Form 3, 4, or 5 or Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (each a “Filing”), relating to the Company’s beneficial ownership (direct or indirect) of any securities it may be deemed to beneficially own, and to file on the Company’s behalf any such Filings required to be filed pursuant to the United States Securities Exchange Act of 1934, as amended, with the United States Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, full power and authority to do and perform any and all acts and things requisite as fully to all intents and purposes as the Company might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof, and this power of attorney shall remain in effect until December 31, 2021.

February 12, 2018

INVERSORA CARSO, S.A. de C.V

/s/ Armando Ibañez Vasquez___

By: Armando Ibañez Vasquez

Title: Attorney-in-Fact

EX-99.10 11 imsocarsonyex9910.htm POWER OF ATTORNEY

Exhibit 99.10

POWER OF ATTORNEY

The undersigned, an authorized officer of Grupo Financiero Inbursa, S.A.B. de C.V. (the “Company”), hereby constitutes and appoints Javier Foncerrada and Marco Antonio Slim Domit, and each of them singly, as the Company’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for the Company and in the Company’s name, place and stead and on the Company’s behalf, in any and all capacities, to sign any Form 3, 4, or 5 or Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (each a “Filing”), relating to the Company’s beneficial ownership (direct or indirect) of any securities it may be deemed to beneficially own, and to file on the Company’s behalf any such Filings required to be filed pursuant to the United States Securities Exchange Act of 1934, as amended, with the United States Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, full power and authority to do and perform any and all acts and things requisite as fully to all intents and purposes as the Company might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof, and this power of attorney shall remain in effect until December 31, 2021.

February 12, 2018

		GRUPO FINANCIERO INBURSA, S.A.B. de C.V.


		/s/ Guillermo René Caballero Padilla ___
		By: Guillermo René Caballero Padilla
		Title: Attorney-in-Fact