Nieman Foundation at Harvard
This story was updated Friday afternoon with the news that Alden Global has taken a stake in the new Gannett.
There’s the megamerger, and then there are the numbers: $1.8 billion, 11.5 percent interest, 5 years, $300 million, 18 percent…and many more.
That’s the financial/operational question here, easier to prophesize than the democratic one: What will be the impact in the hundreds of communities that are used to having one major (if flagging) daily serve their basic news and information needs?
The two — financial success and journalistic capacity — should tie together, of course. How they do is one of the great mysteries of this merger. How much money exactly will be saved, and what exactly will it be spent on?
That’s where these big numbers drive the conversation, occupying all the oxygen in the room, and obviously caused great palpitations on Wall Street.
Gannett’s and Gatehouse’s (ticker symbol NEWM) share prices both stabilized somewhat on Thursday, after the latter took a 30-percent-plus dive after the merger announcement. Both companies’ shareholders — and the same top institutional shareholders own lots of both companies — continue to reckon with the reality of the deal.
That led to some apparently premature alarm that the deal would go quickly south, but it had appeared through this week that the investors who bought in as the price took a dive supported the deal and wouldn’t oppose seeing it completed. Among the big players: Leon Cooperman, chair of Omega Advisors, continues to increase his NEWM stake, as others have sold.
On Friday morning, though, this drama took a new turn.
The dealmakers face a new — though known — fear: Alden Global president Heath Freeman. On Friday morning, Alden, through its MNG Enterprises newspaper chain, filed with the SEC, announcing a 9.4 percent stake in NEWM. The stated reason for its large purchase: “The Reporting Persons are evaluating the terms of the Merger Agreement and believe that the consummation of the Merger may not be in the best interest of the Issuer’s shareholders.”
What might Alden — which saw its hostile bid for Gannett defeated in the spring — now do?
The filing hints at loose threat: “Accordingly, the Reporting Persons reserve the right to take certain actions with respect to the Merger including, but not limited to, undertaking to vote against or campaign against the Merger and to propose or suggest strategic alternatives other than the Merger.”
What’s Alden’s real play here? It’s likely more than the spurned Heath Freeman spitting in the soup of the megamerger.
Will he come back with a new all-cash offer, if this deal continues to be met with skepticism from investors, who drove down NEWM stock by more than 10 percent again on Friday? Is he just trying to force the hand of Softbank, the parent of NEWM manager Fortress, to invest, raising the share price, and profiting Alden in the short term? Does he sense that if this megamerger goes through, his MNG Enterprises will be left lonely on the sidelines of the Consolidation Games dance hall, unable to find a suitor?
Softbank may indeed be entering the fray and supporting the deal, word on the street says. Expect numerous other moves in this chess game, which could go for months. Remember, shareholders won’t vote on the deal until late in the year, pending regulatory approval, so the jockeying could well intensify.
Meanwhile, NEWM CEO Mike Reed will be doing everything he can to save the deal. Five days after the deal was announced, a consensus has evolved: He could have done a better job to sell the story of the business synergies of the deal — and to justify the huge, high-priced debt burden the megamergered New Gannett would take on.
The question, then again, of the moment: Is this the best future for these companies?
“Look, it’s the best deal we could get,” one insider told me this week. And that, in a nutshell, sums it up. This current deal is far from ideal for either company, or its shareholders, or its employees, or its readers. And for Gannett, it’s better than being captured by Freeman.
For Gatehouse, it’s the best available alternative as the company has hit a strategic wall, its $1.1 billion-fueled acquisition-heavy strategy and good dividend no longer wowing investors. Fortress Investment Group, the money and strategy behind Gatehouse’s gargantuan growth, saw its next opportunity. It seized it — and now the private equity company will continue to manage the big merged company for the next two years, through CEO Mike Reed, its key employee (more details on that arrangement below).
As the newsprint dust settles, let’s take a quick look at the numbers and a couple of other points that now populate the industry conversation.
The Numbers
$1.792 billion: That’s the immediate financing in this deal. Led by Apollo Global Management, consider this huge sum of money a “bridge loan,” say those involved in the deal. As a bridge, it’s a costly one, set at 11.5 percent interest. Significantly, there’s no penalty for paying off the five-year note early refinancing it.
That’s a key part of the financial logic here. Apollo supplies the massive financing of this deal at 3.5 times or so the companies’ earnings; that’s a deal that doesn’t come cheap, so 11.5 percent is the best rate Gatehouse could get to get the deal done now. One reason that bigger Gannett isn’t the acquirer: it didn’t have the juice to get the financing.
That means that for the next couple of years, the New Gannett will be driven to pay off as much of that debt as possible. If it can get the debt down to two times earnings, then it can refinance at a more palatable interest rate of 8 percent or less. (That’s what McClatchy is paying in its latest refinancing.) That would save the company millions in annual costs.
Apollo is is no stranger to the newspaper industry, and is described by those who know it as the keenest follower of the trade. While in its 2015 failed bid to buy Digital First Media, it intended to launch an aggressive digital-first strategy, its role here is simpler: financier. With its senior position in the deal, it could come to own the New Gannett if it defaults. For now, though, it will just rake in short-term dollars.
The other link to remember: Apollo and Fortress Investment Group.
“Remember, lots of banks were in on the reviewing deal,” says one significant holder of Gannett shares. “And no one would finance it. It took Apollo and that high rate to get the deal done.”
Another said, “Without Fortress and its influence on Wall Street with the money it spreads around, this deal wouldn’t have worked.”
That’s pivotal to understand in this megamerger and to remember as we contemplate a McClatchy/Tribune merger or others. It’s really tough to get financing for an industry in such structural decline.
$300 million: That’s the annual cost savings synergy number that CEO Mike Reed is aiming for, as he announced $275–300 million as a target. Subtract $100 million or so the first year, due to lots of severance costs in reducing business side headcount and buying out of duplicative vendor contracts. Reed has emphasized that the $300 million is “only” 7.5 percent of the combined companies’ expenses, a lesser percentage than other merged companies’ executives have claimed.
That’s the big key to this deal: massive savings in combining two big companies, which then buys time for the digital transition solutions.
The savings, most observers believe, are real. The question is where do these savings go? Think Let’s Make a Deal’s three doors:
For a company whose revenue is only about 25 percent digital, the massive heavy lifting of “digital transformation” lies ahead. Witness the expense of those who are farther along nationally, led by the New York Times, Washington Post and Wall Street Journal. Major reinvestment in both technology and talent have led the way. The new Gannett is much closer to the beginning of the digital transformation process than the end. That’s expensive.
So, the big question: With the major savings, especially after the first year (given the cost of getting those savings), how much money will go to each door? There’s already tension between the two companies on that question, as the deal proceeds with regulators, with Reed more focused on debt reduction and old Gannett on transition, say sources.
And the bigger question behind that: What’s the New Gannett’s theory of the case? What will the largest local news company need to do and be to be successful in the 2020s? Neither Gannett nor Gatehouse has offered any big vision of what that is, or could be, even fueled by new money. We know Heath Freeman’s theory: Local newspaper companies are a lost cause, so milk them ‘til the cows are dry. What is the New Gannett’s theory?
We’ve heard no grand pronouncement about reinventing local news in the 2020s. If, say, The New York Times or Washington Post were the party bringing these two companies together and offering a grand turnaround future, we’d see a story that would capture imagination. This story, one of economy, mainly registers shrugs.
18.5 percent: That’s how much print advertising was down, year over year, in this week’s announced second-quarter financial reporting at Gannett, with overall revenues down 9.9 percent. That number multiplies the difficulty of the math of this deal. If revenue were at least flattish, CEO Mike Reed could allocate those savings more easily through the three doors. But it’s not.
The Monopoly board on which this strategy is being executed is shrinking as the game is played. (Even Gatehouse, usually the best performer on a same-store basis the last couple of years was down 15.3 percent in print ads and 6.9 percent overall in the second quarter. McClatchy followed the same trend on Thursday, down 18.7 percent in print ads and 12.6 percent overall.)
In a deal that is all about cash flow, the merger partners face the fact that, on an operating basis, too much cash is flowing … backward.
263: That’s the total number of current daily operations now reported by the combined companies, but expect that number to change in 2020. First, the companies have to see what they must do to win the Department of Justice antitrust division’s approval of the deal. They’ve hired attorneys with DOJ experience to expedite the process and don’t expect big issues, given that they don’t own titles that go head-to-head in the same market. The antitrusters could take a wider view of regional price domination, but aren’t unexpected to.
At least for appearance’s sake, Gannett and Gatehouse might offer to sell some properties in areas that may seem monopolistic.
There’s one more good reason for the new Gannett to sell some properties: Cash, to repay that Apollo loan. The new Gannett will focus heavily on areas where it has great geographic domination — Florida, Ohio, and Wisconsin. After those, look for possible sales of properties that stand alone in their areas and may be prized by other publishers, who can themselves “cluster” newspapers together. That’s one arena in which the 2019 Consolidation Games may play on.
One thing Mike Reed will certainly do: Sell some of the surviving real estate sitting under Gannett properties. That, too, will bring quick cash.
Beyond the intriguing numbers, here are a few more questions:
Why the two-company structure? Observers of the Seussian corporate structure outlined in the merger announcement wonder why it’s being constructed that way. A set-up for further acquisitions, perhaps?
The reality is simpler. The new Gannett’s new corporate structure looks strikingly similar to New Media Investment Group/Gatehouse’s current one, and for a good reason: Fortress Investment Group, which bred the big Gatehouse, remains in the driver’s seat of the new Gannett. It’s no accident that NEWM shareholders retain 50.5 percent of the new company’s shares, with Gannett getting the minority 49.5 percent. That enables Fortress to maintain control of the board and the company.
Fortress, which brought Gatehouse through bankruptcy and assembled pools of acquisition capital in a market hungry to sell, gets to stay in charge of the new Gannett through 2021. Fortress, now owned by Japanese conglomerate Softbank, negotiated through last weekend to get its due in this deal.
Back in 2013, Fortress began taking hold of Gatehouse Media, out of bankruptcy. Its management contract to run the new company through CEO Mike Reed, a Fortress employee who became its Grand Acquisitor, enabled it to run the table, spending more than a billion dollars buying dailies and weeklies from usually long-time newspaper owners, many of them families, increasingly desperate to get out of the business.
Then, Fortress, seeing the business run into a wall within the last 18 months, and unlikely to find new money to make smaller acquisitions, smelled money in the chaos of Gannett. Though it only owns 1.1 percent of Gatehouse, through this deal, it protects its position quite well.
In documents filed with the Securities and Exchange Commission, Fortress’s continuing role is clarified. Essentially, the new Gannett, like the old Gatehouse, operates under the parent company — operated by Fortress, with Mike Reed, the new combined company’s CEO, still an employee of Fortress through the end of 2021.
“It’s extraordinarily odd,” said one significant investor in the company, speaking of the CEO of a public company being employed by a PE firm.
Fortress took in $21.8 million for its management of Gatehouse in 2018, and stands to make a similar sum for 2019. The merger agreement adjusts Fortress’s role and finally ends it in December 2021. We can see some of the financial/contractual adjustments in the filing, but it doesn’t provide a complete picture.
We can estimate that Fortress will earn at least its $20 million annually, if not more, for the next two years. In exchange for ending the agreement, Fortress gets 4,205,607 shares of the new Gannett stock, sellable at the end of 2021. Further, it is granted options to buy 3,163,264 shares of new Gannett stock. (“These options will have an exercise price of $15.50 and become exercisable upon the first trading day immediately following the first 20 consecutive trading day period in which the closing price of the Company Common Stock [on its principal U.S. national securities exchange] is at or above $20 per share [subject to adjustment], and also upon a change in control and certain other extraordinary events.”)
“Let no one ever say that you can’t make money in the newspaper business,” one industry veteran observed this week.
And, yes, this reality: It is a private equity company that will manage — through newspaper veteran executive Mike Reed — one-sixth of the U.S.’s daily newspapers for the next two years.
How much smaller will the New Gannett be in a year? By the end of 2020, it will be likely be significantly smaller. Consider that about $75 million could be paid out in severance funds, as headcount — the big cuttable cost center of newspaper companies — gets reduced.
As we’ve noted, most of those cuts will focus on the business and production part of the enterprise. Two corporate headquarters become one at Gannett’s McLean, Virginia, location. Every division and process will be under scrutiny as surviving managers aim to cut $300 million. Fewer printing presses, fewer middle managers, elimination of redundant technologies.
Speculation has begun, of course, about who and what will survive in this process. Some think that Gannett, even though it was acquired, may exert more staying power than one might expect.
Undoubtedly, it’s going to be complex. Gannett has invested multiples of millions more than Gatehouse over the years in systems of every kind, from content management to ad serving to subscriptions management — and has more middle managers supporting them, though those ranks have seen lots of cutting in recent years. Already, some key Gatehouse managers are rankled at the perception they may lose out.
The top two executives in this new company will set the tone for all the coming cuts, and CEO Mike Reed is no stranger to efficiency management. He’s got a new partner, Paul Bascobert. Gannett named Bascobert its new CEO at the same time it made the merger announcement. The company had been courting him for awhile, and Reed agreed to take him as a #2 as the deal solidified. Alison Engel, Gannett’s CFO, will move to that job at the merged company.
Bascobert isn’t the household name that Gannett had hinted at in the long months of its search after CEO Bob Dickey announced his retirement in December. But former associates describe him as a solid, experienced executive. At Dow Jones, one of his key positions was streamlining the company, and that talent will come in handy as the next year is consumed by the most judicious cutting the company can accomplish.
Second, he’s got experience in one key area of company growth: digital marketing services. Both companies have touted their services (LocaliQ for Gannett and Upcurve and ThriveHive for Gatehouse) as routes to a turnaround future. Bascobert led Yodle, an early market services independent that competed with ReachLocal and was later bought by Gannett.
Putting together those marketing services businesses will be complex but it’s clearly in Bascobert’s comfort zone.
The big name missing from the merger announcement: Kirk Davis. CEO of Gatehouse Media and the clear #2 to Reed, Davis is his boss’ long-time business partner. Many read the absence of his name in merger announcement as a sign he’s out, though that may be premature.
