March 14, 2006

McClatchy to Resell 12 Papers It's Buying
By KATHARINE Q. SEELYE
NY Times

http://www.nytimes.com/2006/03/14/business/media/14paper.html?_r=1&oref=slogin&pagewanted=print


There was both joy and despair across the Knight Ridder newspaper chain as 
employees learned that the McClatchy Company, which announced plans 
yesterday to acquire the company's 32 papers, would promptly sell 12 of them.

Those at the Knight Ridder papers being kept by McClatchy — including The 
Miami Herald and The Charlotte Observer — will be working for a 
family-controlled business known for disciplined management and solid 
journalistic standards.

"This is the absolute best outcome we could have hoped for," said Carol 
Rosenberg, a reporter at The Miami Herald, the largest paper to be 
retained. "It's a newspaper family with a tradition of journalism, not a 
corporate chop shop."

But those at the 12 papers to be sold — including The Philadelphia Inquirer 
and The San Jose Mercury News — now face continued uncertainty about who 
will own them, and the prospect of a less desirable owner than the one they 
had expected.

Rick Nichols, The Inquirer's food columnist and a 27-year veteran of the 
paper, said the staff was deflated, as if it "had been orphaned and told 
that its replacement parent didn't even want it."

Stu Bykofsky, a columnist at The Philadelphia Daily News, which is also one 
of the 12 papers back on the block, said he understood that of all the 
entities that had expressed interest in Knight Ridder, McClatchy was the 
best. He was disappointed the company was selling the Philadelphia papers 
so quickly.

"It's like death by drowning instead of death by fire," Mr. Bykofsky said. 
"McClatchy, which was portrayed as this savior, will turn around and sell 
us to the highest bidder. That's not a confidence-builder for us."

McClatchy, which owns 12 papers — including the Bee papers in Central 
California, The Star Tribune in Minneapolis and The News & Observer in 
Raleigh, N.C. — will become the nation's second-biggest newspaper company, 
behind Gannett, if it completes the $4.5 billion acquisition.

The Gannett Company, which publishes USA Today, did not make a bid for 
Knight Ridder, but analysts said it remained a possible buyer for some of 
the 12 papers that McClatchy does not want.

Other possible buyers include William Dean Singleton, chief executive of 
the MediaNews Group, which publishes The Denver Post and The Salt Lake 
Tribune, and who presided over the shutdown of The Houston Post. Eight of 
the 12 papers are unionized, which could make them less desirable 
acquisitions. The Newspaper Guild has also expressed interest in buying them.

Analysts said Mr. Singleton, who has taken on difficult markets like 
Detroit, was likely to be in strong pursuit of at least some of the papers, 
particularly in California, where he already owns several small papers as 
well as The Los Angeles Daily News. He visited some Knight Ridder newsrooms 
in the last several weeks but did not make a final bid for the company.

"We believe Gannett and MediaNews Group will be buyers in some of these 
newspaper divestitures," a financial analysis by J. P. Morgan stated. "The 
outcome reinforces that Gannett is a highly disciplined acquirer."

Gary B. Pruitt, chairman and chief executive of McClatchy, said yesterday 
that he was open to all possible combinations of sales, and might sell some 
papers individually or several together.

He also said that he had already been contacted by potential buyers, whom 
he did not identify and that he wanted to sell the 12 papers on the same 
day — sometime this summer — that he closes the deal to acquire the 20 
other Knight Ridder papers.

"McClatchy would not operate those papers for even one day," he said.

Mr. Pruitt said he was confident that he could sell the 12 papers and that 
they would fit into the strategies of other newspaper companies, confidence 
that analysts said suggested that Mr. Pruitt might already have lined up 
buyers for some or all of them.

Mr. Pruitt said he was aware of concern among employees that if a private 
equity firm were to acquire the papers, it would most likely strip them 
down and eventually resell them. He did not rule out any potential buyers, 
but in an indication that he would not sell to someone loathsome to 
journalists, he joked that "Slobodan Milosevic died over the weekend, so 
he's out."

"We care who we sell to," Mr. Pruitt said, adding that "obviously price 
will be an important factor, but it won't be the only factor." He said 
"speed of execution will matter; we don't want to prolong this."

"We think newspaper companies are out there that can do well by these 
papers," he said.

Nonetheless, Wall Street reacted negatively to news of the sale. Knight 
Ridder closed down $1.08 in trading yesterday, at $63.92, and McClatchy 
closed down $1.51, at $51.55. Because of the decline in McClatchy shares, 
the value of the deal to Knight Ridder shareholders declined to $66.38 from 
$67.25.

A spokesman for P. Anthony Ridder, the chairman and chief executive of 
Knight Ridder, said Mr. Ridder was disappointed that McClatchy was not 
keeping the chain intact.

"He's upset about the dissolution of the company that he has spent more 
than 40 years with," said Polk Laffoon, the spokesman. "It's been very 
difficult for him emotionally to see the company sold and particularly now 
to see it not sold as a whole."

Potential buyers for the 12 papers on the block were the talk of the newsrooms.

"I think people are generally pretty terrified of Singleton," said Dominic 
Papatola, the theater critic at The Pioneer Press in St. Paul, who has 
worked there since 1997. He said he did not see a private equity firm 
"coming in because McClatchy has cherry-picked the most lucrative titles."

"The chains that took a pass on us whole," Mr. Papatola said, "may find 
that what's left is less desirable."

Goldman Sachs, which advised Knight Ridder on the sale, said in a research 
report that McClatchy's acquisition made strategic sense. But, Goldman 
said, "many questions remain on the financial implications of the deal," in 
part because the sale price of the 12 papers is unknown.

Wall Street will be watching closely, Goldman said, until McClatchy — with 
shares already down 28 percent over the last year — demonstrates it can 
increase profitability at the 20 papers it is buying and sells the 12 at a 
price close to what it paid per share for Knight Ridder.

Under the terms of the deal, Knight Ridder shareholders are to receive $40 
in cash and 0.5118 of a McClatchy Class A share for each of their shares. 
To finance the deal, McClatchy secured commitments for a $3.75 billion loan 
from J. P. Morgan Chase and Banc of America Securities, according to the 
companies' merger agreement.

The agreement, filed with regulators late yesterday, seemed to hold open 
the possibility of Knight Ridder's accepting a higher offer should one come 
along before its deal with McClatchy is concluded. If the deal falls apart, 
McClatchy would receive a $171.9 million termination fee from Knight Ridder.

McClatchy is moving quickly to meet with Knight Ridder employees. Mr. 
Pruitt has begun making a barnstorming tour of his new papers, starting 
today with a visit to The Miami Herald.

Howard Weaver, McClatchy's vice president for news, visited Knight Ridder's 
Washington bureau yesterday and, according to employees, said there would 
be "no layoffs and no shrinkage." He said McClatchy's 15-person bureau 
would be combined with Knight Ridder's 45-person bureau and David Westphal, 
McClatchy's Washington bureau chief, would succeed Clark Hoyt, Knight 
Ridder's Washington editor, as the senior person.

McClatchy will also keep Knight Ridder's 10 foreign bureaus.

But these reassurances offered little solace at the papers set for a fast 
resale.

Mike Antonucci, a reporter at The San Jose Mercury News for 28 years, said 
there was so little information that it was impossible to pinpoint any 
single mood prevailing in the newsroom.

"There are families and lives and loans and benefits and mortgages and 
careers on the line, and that's why we'd like the uncertainty resolved in a 
positive way," he said. "But we don't even know when the uncertainty is 
going to be resolved or how positive it is going to be."

And at The Daily News in Philadelphia, there was anger at repeated 
assumptions by analysts that whoever bought that paper would shut it.

"We have been living under anxiety and trepidation for months," said Kitty 
Caparella, a longtime organized-crime reporter for The Daily News. "It 
doesn't help that know-nothing stock analysts keep predicting the close of 
The Daily News."


================================
George Antunes, Political Science Dept
University of Houston; Houston, TX 77204
Voice: 713-743-3923  Fax: 713-743-3927
antunes at uh dot edu



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