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Feb. 14, 2020, 11:12 a.m.

Newsonomics: Six takeaways from McClatchy’s bankruptcy

Will Chatham Asset Management, the hedge fund set to gain control of the company, want to operate it after bankruptcy? Or will it look to cash out via merger as quickly as possible?

What McClatchy’s Thursday bankruptcy filing lacked in suspense, it makes up for in our ability to game out the next skirmishes in the Consolidation Games, now ramping up its second season.

That massive movement within the newspaper industry — equal parts financialization and consolidation — has so far combined the No. 1 and No. 2 chains in the United States (producing New Gannett, which controls a full 25 percent of U.S. daily print circulation), Lee’s assisted purchase of Berkshire Hathaway Media, and the in-process, common-law, unholy matrimony of Alden/MNG/Tribune.

McClatchy’s filing for bankruptcy has seemed increasingly inevitable since the fall, as I raised in November. McClatchy said then it had “going concern” issue, acknowledging it wouldn’t have the ability to make pension payments due later this year. That reality produced this bankruptcy, which in turn prompts our questions about what happens next. Here are six.

How long could McClatchy’s moment of stability last?

It’s almost a 12-step moment: a company acknowledging what had been obvious to everyone around it. McClatchy couldn’t thread its way through massive debt overhead, a pension pileup compounded over decades, and a very rocky print-to-digital transition. Bankruptcy will reduce the company’s debt by a little more than half, it seems, leaving it with a much spiffier balance sheet.

McClatchy — to the surprise of many! — still produces a lot of cash. That’s why all these financial players — Chatham Asset Management here, Alden Global Capital, Fortress Investment Group, and Apollo Global Management elsewhere — find newspapers such a hospitable environment.

Note that amid all this uncertainty and chaos, CEO Craig Forman was able to announce McClatchy’s first earnings (EBITDA) increase in eight years, in its Q3 results. That increase may have only been about $869,000, and it may not be repeated in future quarters, but it also points to a much larger number: McClatchy produces more than $70 million a year in earnings.

So in a sense, this might be a brief moment of relief. Maybe the company’s employees won’t have to worry about the next looming cut for a few months.

Does Chatham want to operate or sell the company?

The McClatchy family, descendants of the company’s founder and namesake, are relinquishing control in this bankruptcy, handing the keys to Chatham Asset Management. Does Chatham want to be an operator of a newspaper company for any period of time? Or will it try to transmute its suddenly shinier asset through the alchemy of the hour, consolidation?

Both arguments can be made. McClatchy post-bankruptcy will now produce similar levels of profit but won’t have to hand as much of it over to feed massive debt and pension obligations. In that scenario, Chatham could just…happily operate the company for a while, even though the ongoing reality of double-digit revenue declines dispel any notions of longer-term stability.

As one savvy financial observer put it to me: “Chatham doesn’t have to do anything.” It’s not under the gun of financial pressure.

That said, Chatham didn’t get into this to run local newspapers. It did so for the same reasons as its financial brethren: to make more money.

Chatham CEO Anthony Melchiorre and McClatchy CEO Craig Forman — assuming Forman stays in place — both believe in the inevitability of more consolidation. Consolidation — as in the case of Gannett/GateHouse and now the increasingly virtual Tribune/Alden/MNG combo — means substantial one-time cost savings. Those offset operating declines and buy more time. “Time to transition,” they’ll all say — but it’s also more time to extract cash flow out of a business in long-term decline.

That’s how we get to my math from December. Five once-towering U.S. newspaper chains — Gannett, GateHouse, McClatchy, Tribune, and MNG/Digital First — could in short order dwindle into two.

The McClatchy/Tribune merger that almost happened in December 2018 might saved McClatchy from bankruptcy. After it fell through, though, Tribune savored its independence a little, knowing that McClatchy’s financial reorg would someday come — and that it would make it a much more appealing catch. That moment is arriving now — but it may well now be Heath Freeman and his Alden troops-in-Tribune who sketch out a deal.

For Chatham, the main question is this: Can it make more money merging with Tribune/Alden — or maybe an again restructured Gannett/GateHouse/Apollo — than it can operating independently? Somewhere in that spreadsheet formula lies McClatchy’s future.

In the short term, most don’t expect Chatham to act like Alden. In its other newspaper investments, including Canadian consolidator Postmedia, it’s acted more like a Fortress/GateHouse — that is, it’s advocated for small but targeted investments in the digital-revenue-driven future of the business. (Alden’s haughty nihilism still stands alone, dis-investing even in a digital future, most recently seen in the single-day elimination of five Tribune execs.)

How long will Craig Forman stay as CEO?

It’s been only three years since McClatchy named Forman its CEO, but those thousand days and nights have been long ones. Forman knew financial restructuring was Job No. 1, much as he focused on his print-to-digital strategy. He executed a debt extension and came close to pulling off a merger with Tribune. But the quicksand of pension obligations sucked the company under.

Will he stick around post-bankruptcy and try to prove out his digital strategy, as laid out in Thursday’s bankruptcy announcement? “McClatchy has grown its digital-only subscriptions by almost 50 percent year over year, and is now roughly evenly balanced between total audience and advertising revenues, with digital accounting for 40 percent of those revenues and growing, a much healthier distribution for an increasingly digital era. The Company has more than 200,000 digital-only subscribers and well over 500,000 paid digital customer relationships.”

If he does, will he be able to up the company’s operating revenue performance, a metric in which it’s consistently lagged its peers by several points? For 2019, the company reports a 12 percent revenue decline, including a 14 percent drop for the fourth quarter.

With McClatchy going private, we may never know if he can pull it off. But that’s clearly a metric that Chatham will care about.

Not to mention, of course, does Chatham want to retain Forman? Will he, like one-year-Tribune-CEO Tim Knight, get caught in the revolving door of knives that is modern newspaper executive leadership?

Knight — who was “streamlined” out of Tribune’s top job on Feb. 3 — was an experienced adult in a room that had had too few. He brought a relative steadiness to Tribune for almost a year, after replacing Michael Ferro protégé Justin Dearborn as CEO. Unfortunately, in the frenetic business of dailies, that era ended abruptly when he was pushed out by Alden.

Is McClatchy better off as a private company than a public one?

Yes — potentially. Given the deepening digital displacement — not just disruption — of the print-centric local news industry, public companies have a nearly impossible task in front of them. Run to the digital future — but also keep short-term-focused shareholders satisfied, showing them profits and, in some cases, handing them dividends.

Papers now privately run by deep-pocketed owners in Boston, Los Angeles, and Minneapolis, are better positioned than their public peers. They operate away from shareholder glares, they’re more patient, and they’ve made investments with longer timelines.

But on the other hand, Alden Global Capital is a private company, too. A very private one — with no public profile, little public mission, seemingly no focus on community impact and all focus on the bottom line. And with its two-class share structure maintaining family control, McClatchy was an unusual “public” company too.

Being shielded from the markets can let you do important but difficult things. Or it can let you get away with stripping civic assets to the bare wiring.

What will happen to McClatchy’s commitment to investigative reporting?

In PR around the bankruptcy, Chatham released a statement saying it “is committed to preserving independent journalism and newsroom jobs.”

That’s the sort of thing you’d expect in any big newspaper ownership announcement (save Alden’s). We’ll soon see how operational it is.

While Craig Forman has both detractors and supporters, inside the company and beyond, he has managed to keep sounding the cri de coeur for newspapers’ civic mission. And McClatchy, though depleted in newsroom strength, keeps demonstrating its chops. Most cited has been the Miami Herald’s work keeping a spotlight on the Jeffrey Epstein story, but investigative and enterprise work from veterans’ high cancer rates to climate change tracking still distinguish the company’s journalists and its long-held, family-driven zeal for the craft of journalism.

Those journalists and those newsrooms need a lifeline.

Is there any number that might finally capture the public’s attention on the loss of a mission-oriented independent press?

Is it the possibility/likelihood of two financial companies, a Fortress and an Alden, controlling more than 40 percent of the nation’s daily print circulation — and thus much of the local digital news communities get (or don’t). Or maybe three of them, adding in Chatham as a longer-term operator, having a majority?

You’d have to be an optimist to believe that there’s any new alarm bell that will elicit a significantly different public response — but we may soon find out.

Photo of the old Miami Herald building — sold with surrounding property for $236 million in 2011 to help McClatchy pay down debt and its pension obligations — in the early stages of destruction taken Sept. 16, 2014 by Phillip Pessar used under a Creative Commons license.

POSTED     Feb. 14, 2020, 11:12 a.m.
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