Bidders for Journal Register will need to submit offers of at least US$122.15M by Jan. 18 if bankrupt newspaper company's bidding procedures are approved by the court; Alden Global Capital serving as stalking horse bidder
November 30, 2012
(Mergers & Acquisitions, The Dealmaker's Journal (Online) )
– Bidders for the Journal Register Co. will need to submit offers of at least $122.15 million by Jan. 18, if the bankrupt newspaper company’s bidding procedures are approved by the court.
The Journal Register filed bidding procedures in the U.S. Bankruptcy Court for the Southern District of New York in Manhattan on Nov. 29. Judge Stuart Bernstein will preside over a hearing to approve the procedures on Dec. 20.
21st CMH Acquisition Co., an affiliate of the debtor’s hedge-fund owner, Alden Global Capital, is serving as the stalking horse bidder with a $121.15 million bid, according to court papers. The ultimate bid price includes the amount of the Journal Register’s obligations under its debtor-in-possession agreement with Wells Fargo, court documents show. Wells agreed to provide the company with a $25 million DIP.
Alden, through Alden Global Distressed Opportunities Master Fund LP and Alden Global Value Recovery Master Fund LP is owed $152.3 million from loans it made to the Journal Register, court documents show. Through 21st CMH Acquisition, Alden can credit bid up to the amount of its debt.
Even though the offer is from an insider, it “will not ‘chill’ the receipt of higher and better offers, will be consistent with the Debtors’ fiduciary duties, and will provide a market test for the valuation of the acquired assets,” the Journal Register says in court papers.
If the bidding procedures are approved, bidders will have to submit at least a $122.15 million offer for the company by Jan. 18. If qualified bids are received, an auction will be held on Jan. 23. After the initial overbid at an auction, bids would need to increase by increments of at least $250,000, according to court documents.
If no other bids are received an auction won’t be held. 21st CMH Acquisition will not receive a breakup fee if it loses at auction.
The company has requested a sale hearing on Jan. 25, which would approve the sale of the company to the winning bidder.
The Journal Register sought Chapter 11 bankruptcy protection on Sept. 5 for the second time. It exited from its last bankruptcy in 2009 with $225 million in debt, defined pension obligations and lease costs that it says in court papers, are unsustainable.
Alden purchased the company for $10 per share in June 2011.
After its 2009 exit, the Journal Register switched its focus to digital content under management company Digital First. That switched caused a decline in print advertising, the company’s main revenue source, according to court papers.
From 2009 to 2011, revenue from print advertising declined 17 percent, while for the Journal Register, it dropped 19 percent, according to the Newspaper Association of America and court papers.
For more on the Journal Register’s bankruptcy case, see "Digital, First" and “Journal Register Files for Ch. 11. With Plans to Sell.”
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