Monday, December 20, 2021

Media Grump Interlude

Alternative headline: Area Retired Ink-stained Wretch Yells at Clouds, An OBX Dave Joint

A small victory on the newspaper and local newsgathering front recently. Lee Enterprises, which owns 77 newspapers in 26 states, rejected a buyout offer from Alden Global Capital, the vulture hedge fund that’s snapped up and strip-mined papers all over the country for a decade.

Encouraging as it was, no corks were popped by savvy observers because the language of the rejection gives away the game. Lee president and CEO Kevin Mowbray wrote in an email to the troops: 

 “Consistent with its obligation to evaluate a proposal of this nature, the Board carefully considered        Alden’s proposal in consultation with its financial and legal advisors and determined that it grossly undervalues Lee and is not in the best interests of the Company and its shareholders. Our Board is confident we have the right strategic plan in place to leverage our attractive market position, financial strength and established digital capabilities and infrastructure to drive further growth and value for shareholders.”

It’s a short distance from “their offer grossly undervalues Lee” to “their latest offer reflects the true value of the company and we will submit it to the Board and shareholders for approval.”

And whaddayaknow, Alden filed suit against Lee days later, accusing its Board of Directors of improperly denying shareholders an opportunity to weigh in. Alden also contends that its initial offer was merely a starting point for negotiation, and that Lee chose not to even engage. Alden already owns 6.3 percent of Lee stock and seeks to install “independent” members to Lee’s Board.

Lee owns papers in St. Louis, Buffalo and all over Virginia and North Carolina, including Richmond, Roanoke, Fredericksburg, Greensboro and Winston-Salem.

Lee’s stock is trending upward after rejecting Alden and again after Alden’s lawsuit, which may price it beyond what Alden is willing to spend. Lee also inserted a “poison pill” plan that would make it more difficult and expensive to buy the chain once it owns more than 10 percent of company shares. The plan would allow other Lee shareholders to buy shares at a significant discount, or perhaps receive free shares for every share they already own. That’s likely why Alden is moving now, while it controls less than 10 percent of company stock.

Until there are memos that read, “Hell no, we aren’t selling to Alden. Have you seen what those bastards have done to newspapers for the past 10 years?,” there’s little cause for comfort. It’s all a money grab for those at the top. Stay tuned.

22 comments:

Marls said...

Lee’s board owes a fiduciary duty to their shareholders. At a certain point, if the offer is high enough the board has to accept the offer or they will get sued for breach of fiduciary duty. With regard to the current offer, the board appears to be doing their duty. Had they accepted the current offer shareholders likely would have sued them for not getting enough in the sale. This is called a bump up claim. All of this underscores the peril of being a public company. If someone wants to overpay for you, at a certain point you have to sell.

None of this changes the fact that Alden is a blood sucking scourge on the media landscape.

rob said...

marls is a hoot at parties

rob said...

three of the members of my team had never heard 'fairytale of new york' before i sent it to the team this morning to kick of the holiday week. the hell.

and speaking of that classic, we wrote about it for gmas nine years ago: https://gheorghe77.blogspot.com/2012/12/the-twelve-days-of-gheorghemas-day-2.html

Marls said...

I’m going to assume you shared the revised version.

I love that the Pogues have told those pissed off at the BBC for not playing the original to basically fuck off.

OBX dave said...

Thanks for the explanation and context. I figured that a publicly-traded company requires different responses to potential buyouts or takeovers than a private company. If Lee is forced to sell, or enough Board members simply want to cash in, either way it's more doom and anguish for reporters and rank-and-file.

Marls said...

Dave - on the bright side, the fact that there is a poison pill would appear to signal that they are not completely inclined to sell out. Additionally, they do have a high level of independent directors and have aggressively moved to block the slate of directors that Alden is seeking to have elected to the board.

If I had to guess, Lee is going to fight this move pretty hard. Current share prices are $11 per share over what Alden offered so that deal is dead for now. Does not mean that Alden is going away but the deal is. A lot less attractive today than it was back in November.

zman said...

Squeaky! https://bringatrailer.com/listing/2004-volvo-v70r-45/. Not exactly your WCSAGD and the console is scruffy as hell but it has one of the all-time-coolest shifters.

rob said...

kidlet got an acceptance to delaware today. so we got options. she's bullish on the blue hens, so we need to get something from penn state to turn her head.

rootsminer said...

From my vantage point, Lee fighting this move has nothing to do with journalism. They have made no steps to provide better coverage in my local daily. It's pitiful.

Marls said...

Why are you anti New-ark DE?

rootsminer said...

I've personally hated the state since they repeatedly shouted 'Cord Boy' taunts at me when I was Jimmye Laycock's headset man.

Rob's daughter is really narrowing it down to some real destination type places.

rob said...

nothing against youdee. just think penn state is a better school. and it's got a rabidly devoted alumni network.

Donna said...

Did she like NH - isn’t that one of the options? Big news in our house today: our W&M freshman was accepted into a program the school has that is a joint undergrad deal with St. Andrews U in Scotland. He’ll spend 2 years there and 2 in the burg and have a degree from both schools. We’re super excited for him. It’ll be a shock for us emotionally when he leaves in the fall since right now he’s only 30 minutes away 🤪

Just watched the Lasso Christmas episode.

rob said...

she did like unh and the coaches there told her she'd make the team if she goes there. i think she likes delaware a bit better at the moment.

rob said...

and such huge congratulations to your son - that's amazing

Juan Carlos said...

Spotify thinks my daily mix should include Billy Ocean's "Get out of My Dreams, Get Into My Car" followed by Helmet's "Unsung".

zman said...

Why shouldn’t it?

rob said...

my sentiment exactly

Squeaky said...

Congrats to all the kiddos getting into schools and awesome programs.

JC, that's not a bad combo.

Zman, trying to save up for the Taycan GTS Sport Turismo but the volvo is more inline with my budget.

Shlara said...

Congrats on all the college admissions!

rob said...

gheorghies!

Marls said...

Rob….