Ten months after it began soliciting options and buyers, Tribune Company agreed to a sale to real estate magnate Sam Zell, who will pay $34 per share for some 126 million shares and take the multimedia company private.

Under the complicated deal announced Monday, an Employee Stock Ownership Plan (ESOP) will hold all outstanding common stock upon completion of the transaction, while Mr. Zell has the right to acquire 40 percent of that common stock. Mr. Zell gets a seat on the Tribune board with his initial investment and becomes chairman when the deal is completed.

Tribune President and CEO Dennis FitzSimons remains on the board, according to the announcement.

The first stage of the deal, in which Mr. Zell invests $250 million, is expected to be completed in the second quarter 2007. The second stage of the deal is expected to close in the fourth quarter, when Mr. Zell puts another $65 million in, bring his Tribune investment to $315 million, and the remaining publicly held shares are purchased for $34 each.

The ESOP will purchase $250 million of newly issued Tribune common stock for $28 per share right away.

Tribune will raise $7 billion of new debt in the first stage, with $4.2 billion applied to the stock purchase and $2.8 billion used to refinance current debt. Tribune will raise $4.2 billion of debt in the second stage to buy back the remaining stock. The announcement said existing publicly traded stock will remain outstanding.

Tribune separately announced it will sell the Chicago Cubs after the 2007 baseball season, as well as its 25 percent interest in Comcast SportsNet Chicago. The proceeds of the Cubs sale, which must be approved by Major League Baseball, will be applied to Tribune debt.

Mr. Zell has said sale of assets, including the 23 TV stations Tribune has considered unloading, is not an option. That means the new Tribune can expect regulatory and advocacy obstacles, including cross ownership bans of a newspaper and broadcast properties in the same market. Tribune owns WGN-TV, WGN-AM and the Chicago Tribune in the nation’s third-largest market.

Tribe also owns the Los Angeles Newsday (Long Island, N.Y.), The Sun (Baltimore), South Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.

Andrew Schwartzman of the Media Access Project told TelevisionWeek’s Ira Teinowitz, the waivers do not extend to a new owner.

“A sale to Zell will have to surmount fierce opposition to obtain FCC approval,” Mr. Schwartzman said. “This sale will face a long and difficult battle to obtain regulatory approval.”