The short end

A year ago, a highly complex deal was brokered that gave Sam Zell owernship of the Tribune Co., made several people lots of money and handed Tribune employees a rotten bag of risk.

A year later, Zell filed for Chapter 11 bankruptcy. Meantime, he still controls the company, the people who made lots of money get to keep it, and the employees are left holding the bag.

At least that's my reading of Andrew Ross Sorkin's analysis of the deal in the wake of the Tribune's bankruptcy.

Who made out?

Despite early resistance, Dennis J. FitzSimons, then the company’s chief executive, backed the plan. He was paid about $17.7 million in severance and other payments. The sale also bought all the shares he owned — $23.8 million worth. The day he left, he said in a note to employees that “completing this ‘going private’ transaction is a great outcome for our shareholders, employees and customers.”

Anyone else?

Tribune’s board was advised by a group of bankers from Citigroup and Merrill Lynch, which walked off with $35.8 million and $37 million, respectively. But those banks played both sides of the deal: they also lent Mr. Zell the money to buy the company. For that, they shared an additional $47 million pot of fees with several other banks, according to Thomson Reuters. And then there was Morgan Stanley, which wrote a “fairness opinion” blessing the deal, for which it was paid a $7.5 million fee (plus an additional $2.5 million advisory fee).

The pride of Wall Street.

How will Zell fare?

He invested $315 million in the form of subordinated debt in exchange for a warrant to buy 40 percent of Tribune in the future for $500 million. It is unclear how much he’ll lose, but one thing is clear: when creditors get in line, he gets to stand ahead of the employees.

Where do the employees stand?

Dan Neil, a Pulitzer Prize-winning columnist for The Los Angeles Times, led a lawsuit with other Tribune employees against Mr. Zell and Tribune this fall. The suit contended “through both the structure of his takeover and his subsequent conduct, Zell and his accessories have diminished the value of the employee-owned company to benefit himself and his fellow board members.”

If the employees win, they will become Tribune creditors — and stand in line with all other creditors in bankruptcy court.