oc register owner aaron kushner's confidential pitch to potential investors to save his company
DESCRIPTION
Freedom Communications (OC Register) Equity Powerpoint Presentation (Nov. 2013)TRANSCRIPT
FREEDOM COMMUNICATIONS, INC.
Summary Description
November 2013
“In times of uncertainty we tend toward universal truths. The media industry is reshuffling. Quality and value always win. Freedom Communications focuses on creating and conveying essential content that readers will pay for. Newspapers matter to their communities and to our democracy.”
Confidential
FREEDOM COMMUNICATIONS, INC.
Financing Request
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Overview
• Freedom Communications, Inc. (“Freedom” or the “Company”) is a leading media and
communications company based in Santa Ana, CA and the parent company of the
Orange County Register (“OCR”) and the Riverside Press-Enterprise (“PE”). Once
combined, they will become the United States’ 7th largest newspaper as measured by
total average daily circulation
• Freedom is seeking the final $12m to complete the $30 million preferred equity
financing that surrounded the acquisition of the Press-Enterprise and the
recapitalization of the company.
Financing
Request
$30 million Preferred Equity
• 18% annual return (10% cash pay and 8% PIK)
• 36 month put/call option
• 12% equity ownership
• Only non-founder equity in Freedom
• Opportunity to participate in future Freedom transactions
• Advisory role in growth of Freedom
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FREEDOM COMMUNICATIONS, INC.
Capital Structure ($’s in millions) 11/30/13 Asset Sale $ Value Timing
Secured Term Loan
Cash
$ 26.0
(6)
Victorville
Daily Press
$10m Jan. 15, 2014
Excess RE $8m July/Aug
2014
Total Net Senior Secured Debt $ 20.0 OCR Office $28m July/Aug
2014
Preferred Equity 27.1 Excess OCR
Land
$45m Jan. 2015
Total Debt + Preferred $ 47.1 Total $91m
Pro Forma Capitalization & Debt Repayment
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Confidential
FREEDOM COMMUNICATIONS, INC.
Introduction to Freedom Communications
• Freedom Communications, Inc. (“Freedom” or the “Company”) is a leading media and communications
company based in Santa Ana, CA and the parent company of the Orange County Register (“OCR”) and
the Riverside Press-Enterprise (“PE”). Once combined, they will become the United States’ 7th largest
newspaper as measured by total average daily circulation.
– 2100 Trust, LLC (“2100 Trust” or the “Sponsor”) acquired Freedom in July 2012 for cash
consideration of $50 million plus the assumption of legacy pension obligations; this marked the
final transaction by Freedom following the Company’s emergence from bankruptcy in 2010 and
subsequent divestitures of all remaining business units
– In addition to the OCR, the acquired newspaper assets included the Colorado Springs Gazette
(“Gazette”) and the Pacific Community Group (“PC Group”), a collective of 24 west coast
community newspapers, as well as Freedom’s related print, digital and targeted media portfolio
• On November 21, 2013 Freedom acquired (the “Acquisition”) substantially all of the assets of the PE
newspaper group for a purchase price of $27.25 million, representing a multiple of 4.2x pro forma
2013E EBITDA of $6.5 million
• The newly combined company projects 2014 revenue of $254m with EBITDA of $20m.
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People have been addicted to news about themselves and their surroundings since the beginning of time. News
happens locally, regionally, nationally, and internationally. Newspapers create and collect most of the news
content we see. A typical US city has more reporters in its newspaper’s newsroom than the combined total of all
of the city’s television and radio reporters.
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FREEDOM COMMUNICATIONS, INC.
Opportunity to revitalize an industry
Key Investment Highlights • Refinance Freedom Communications’ existing capital structure, along with the sale of approximately $91m of
non-strategic assets. After asset sales the company will be debt-free.
• Acquired Riverside Press-Enterprise and La Prensa from AH Belo for $27.25m in cash. The realization of
operating cost synergies will more than double the PE’s annual EBITDA.
• Expand more deeply into Los Angeles and San Bernardino Counties through organic growth in major
population centers like Long Beach, Torrance, Whittier, Pasadena, and others.
• Great economics due to Freedom’s recent investment in core quality improvement and infrastructure
– The Orange County Register is the centerpiece of the Southern California newspaper sphere. At various times, LA Times,
Riverside, San Diego and LA News Group owners all tried to buy Freedom to achieve SoCal conglomerate economics.
– Freedom now has all of the management, production and IT infrastructure to achieve that vision.
– Management believes that the Orange County Register has now built a reservoir of quality and goodwill rivaling any
newspaper in the country. The fixed investment in a major revamp of the Register is now complete with the upswing
in revenue and major partnerships accumulating already with significant growth still to come.
• Opportunity to build a leading media vehicle in Southern California, one of the wealthiest markets in the U.S.
– Attractive market, business climate and demographics
– Substantial earnings improvement coming from identified cost-savings and revenue opportunities that management believes
are in process and easily achievable
– Working from a loyal and growing subscriber base which has future opportunities in both quantity and revenue
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Confidential
FREEDOM COMMUNICATIONS, INC.
Opportunity to revitalize an industry
Key Investment Highlights (continued)
• Local acquisitions can be made at compelling economics
– No other newspaper in the country has yet harnessed the full economic power of Freedom’s model.
– The combination of depressed valuation plus the powerful integration and cost economics of Orange County creates a
compelling return on investment for acquisitions
• Significant opportunities exist for Freedom to deploy this growth strategy nationally
– Many major newspaper owners in the country are in sell mode
– National synergies exist in addition to local ones
– Freedom.com has huge potential
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Key Insight:
People buy quality and value. If you stop devaluing your product by watering it down and giving it away for
free, you can deliver essential content focused on community news (local and regional), and subscribers will pay
for it.
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FREEDOM COMMUNICATIONS, INC.
Other Investment Considerations
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Demonstrated Ability to Grow Circulation
Revenue
Synergies Associated with Press-Enterprise
Acquisition
Rapidly Improving Credit Profile with
Strong Asset Coverage
Significant Operating Leverage (future
accretive acquisitions)
Management Business Successes
Industry Upside (Buffet, Henry, Bezos buying vs.
conventional “out of favor” view)
Attractive Market Demographics in Strong
Southern California Economy (great time in cycle to capture upside)
Only Source for Local Content
Highly Valuable Websites, Website
Names, and Customer Database
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FREEDOM COMMUNICATIONS, INC.
Freedom Communications Timeline Since 2012 Acquisition
Key Corporate Milestones
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2012 2012 2013 2013 2013 2013 2014
2012 2012 2013 2013 2013 2013 2013 2014
July 25; acquired
by 2100 Trust
Expected sales
of CS & Irvine
RE ($5 million)
and Victorville
($10 million)
Nov. acquisition
of Press-
Enterprise and
La Prensa
Began
expansion of
newsroom and
sales staffing
Created new
sections:
business, varsity,
fashion, faith,
OCHome, wheels
and food
Relaunched 24
weekly local
newspapers in
OC
Launched
weekly
magazine
business
Launched
university and
OCFamily
sections
May; sold 3 PC
Group
newspapers for
$18 million
Converted 2
weeklies into
dailies and
launched 5 new
weeklies to reach
complete
coverage
Launched
Register
Connect loyalty
program
Concluded
expansion of
staffing
Aug 19;
launched Long
Beach Register
Expected sale of
Santa Ana
excess land for
$45.0 million
Nov. 30; sold the
CS Gazette for
$21 million
Expected sale of
OCR Office
Building for $28
million
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FREEDOM COMMUNICATIONS, INC.
Innovative Leadership
• In the first year, Freedom has invested millions to retool the company, and it is now growing revenue in
nearly every category and providing a blueprint for the industry. The most compelling example of success is
the improved quality of the newspapers and other publications that Freedom creates, along with the
enthusiastic satisfaction of its subscriber base.
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Aaron Kushner CEO- 2100 Trust
CEO/Publisher- OC Register
CEO and co-owner of Marian Heath, an old-line greeting card company Founder of MyMove, an internet business that creates profitable public/private
partnerships with the U.S. Postal Service and other government agencies Began career at Boston Consulting Group Bachelor’s with Honors and Master’s degrees from Stanford University
Eric Spitz President- 2100 Trust President- OC Register
In 1997 founded Trakus, a creator of location systems that collect and display real-time movement data for sports TV and other digital media. Led as CEO until 2004.
Founder of Gazelle, a leading re-commerce company in Boston Founder of TBD Media (beerdog.com), a social media platform company CFO of the new Narragansett Brewing Company Founder UFood Grill, a franchisor and operator of healthy quick-serve restaurants
across the country. Led as president and co-CEO for 5 years. Bachelors from University of Pennsylvania and MBA from MIT Sloan
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FREEDOM COMMUNICATIONS, INC.
Freedom People
Andy Sturner BOD Freedom Comm.
Freedom.com
A business development and digital services pioneer with decades of experience developing innovative partnerships, content and infrastructure
Including as President at Sportsline, the publisher of cbs.sportsline.com before its purchase by Viacom and as VP Business Development for Moviefone before sale to AOL
Rich Mirman Travel & Leisure
Widely respected as innovative thought leader in customer management and retention including for his groundbreaking work as the CMO and SVP of Business Development for Harrah’s (now Caesar’s Entertainment) reinventing how the gaming industry views and manages its customer relationships.
Devin Kelly Freedom National Services
Over 20 years building brands and managing major worldwide marketing campaigns Including 10 years with InBev including overseeing brands such as Labatt’s, Rolling Rock and
Stella Artois ultimately as their VP of Global Brands President of boat maker Laser Performance
John Church Director, Sponsorships
Over twenty years of sponsorship sales and development Most recently as an executive with JMI building it into the largest motorsports marketing
agency in the world Previously John was an executive with CMG building programs for ESPN2, Target’s IndyCar
and developing the Compaq Executive Roundtable Series
Steve Solomon BOD Freedom Comm.
Television and sports industry icon who has led large and small organizations across media platforms.
Including at COO of the National Hockey League for 10 years 25 year career at ABC and SVP- Programming at ABC Sports
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Confidential
FREEDOM COMMUNICATIONS, INC.
Innovative operating strategy
Key initiatives accomplished in first 12 months at OCR
• Enhanced journalistic quality has produced an immediate increase in direct subscriber revenue
– Hired over 400 people; 170 in the newsroom
– Launched 25+ new sections and increased the paper’s size by over 70%
• Acquired a local magazine company and OCR now distributes 600,000+ magazines per month to its daily
newspaper subscribers
• Revamped 23 weekly community newspapers plus launched 6 new papers including the new Santa Ana
Register and Long Beach Register. Also converted two weeklies into dailies.
• Erected a paywall consistent with the WSJ model, so now only subscribers get access to the high-quality
Register content
• Increased content quality ignites a virtuous cycle for advertising growth as advertisers have more places to
message increasingly engaged subscribers, plus community goodwill and growing brand strength that all
result in improved ROI for advertisers.
• Created Register Connect, an innovative rewards program that is available to all 7-day subscribers.
Benefits include up 96 free Angels tickets per season, ultra-high quality sweepstakes and a unique
charitable giving initiative.
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Confidential
FREEDOM COMMUNICATIONS, INC.
OCR Strategic Initiatives
OCR
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Quality Improvement
In the first year of ownership, concluded one of the most significant quality
upgrades by a daily newspaper in a generation
29 new and re-launched local papers in Orange County
Over a dozen new sections for advertisers
Magazine circulation of 600,000+ per month
Significant and continued Net Promoter Score growth currently at 21, a
higher score than both the WSJ and LAT, and the relative gap continues to
widen.
Circulation Revenue Realization
Subscription price realization – Over 16% net revenue growth in first full year of price increases Digital Paywall – Recently implemented a hard paywall in order to protect its subscriber
franchise at the expense of a slight setback in digital advertising
Print Advertising Realization
Dramatic increases in circulation (20th to 14th total average daily) have given rise to steady increases in every category of controllable advertising revenue including: local advertising, auto, real estate and employment classifieds, as well as magazines and events
Print Advertising Realization – Complete rebuild and enhancements to advertising sales team covering
both new and existing products – 100+ new staff members, complete end-to-end training and sales system
enhancements
Net Promoter Scores
Controllable Advertising Revenue ($ in millions)
Circulation Revenue Growth ($ in millions)
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FREEDOM COMMUNICATIONS, INC.
OCR Growth
OCR is the fastest growing daily newspaper among the top-20
in the U.S.
In just 2 audited circulation cycles under the Sponsor’s new business model, the OCR has jumped from the 20th to the 14th
largest daily newspaper in the U.S.
The OCR is the fastest growing daily newspaper among the top-20, with Y-O-Y total average circulation gains of 26.8%
Footnotes: (1) Alliance for Audited Media, Average Circulation at Top 25 U.S. Daily Newspapers as of 03/31/13
Average Daily Circulation(1) Sorted by Y-O-Y Growth
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FREEDOM COMMUNICATIONS, INC.
Freedom Corporate Strategic Initiatives
Corporate
• In the past year, Freedom implemented and executed a plan to divest non-OCR assets and utilize the
proceeds to narrow Freedom’s pension funding gap and pay down senior debt
– At the time of acquisition, Freedom was 60% funded on its pension plan
• Freedom has contributed $32.7MM to the plan in 2013
• Currently approximately 80% funded, a major PBGC governance milestone
– Original Acquisition was partially-funded with $45 million of senior debt
• Freedom has reduced senior indebtedness by approximately 54% in the last 12 months, partially
through the following:
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Asset Sales Proceeds ($ in millions)
Gazette Newspaper Operations $16MM cash, $5MM earn-out
PC Group (3 of 4 Newspapers) $18MM cash
Freedom Building in Irvine, CA $2.7MM cash
Total $36.7MM cash, $5MM earn-out
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FREEDOM COMMUNICATIONS, INC.
Acquisition of The Press-Enterprise
Overview
• The Acquisition is projected to have substantial and immediate upside through Freedom ownership
– On a pro forma basis, Press-Enterprise is projected to contribute immediate and ongoing revenue and EBITDA growth
– Management estimates cost synergies beginning in 2014
• Press-Enterprise Overview
– Inland Southern California’s leading multimedia news and information provider
• The Press-Enterprise newspaper- 3rd largest newspaper in the LA newspaper market with paid daily and Sunday
circulation of 101,000 and 125,000, respectively
• La Prensa- the region’s leading weekly Spanish-language news and information source for the Latino community
with circulation of 105,000
• THE WEEKLY and Sunday WEEKLY- publications that extend local community content and coverage to non-
subscribers with circulation of 400,000 for THE WEEKLY and 60,000 for Sunday WEEKLY
• Opportunity to create a dominant SoCal media entity
– Upon integration, the combined OCR and Press-Enterprise platform is estimated to be the 7th largest daily newspaper in
the U.S. and 2nd largest metro newspaper outside of New York (after only the LA Times) with total average daily
circulation of approximately 493,000
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Confidential
FREEDOM COMMUNICATIONS, INC.
Freedom Innovation
Recently implemented Freedom.com innovation platforms drive new revenue opportunities
Four prongs to major national opportunity extending Freedom’s opportunity beyond Southern California
• Freedom Sponsorship & Partnership Development
– MacGillivray’s One World One Ocean: exclusive rights to sell sponsorships to world’s leading IMAX event and movie
producer based in Laguna Beach
– Anaheim Ducks: exclusive rights to sell logo-lock naming for NHL’s Anaheim Ducks
– Petersen Automotive Museum: exclusive rights to sell naming and sub sponsorships for world’s leading automotive
museum based in Los Angeles
– Mercedes Formula One franchise: rights to sell lead and sub sponsorships worldwide for top Formula One team
– Anaheim Regional Transportation Center: exclusive rights to sell naming and sub-sponsorships to what will be Southern
California’s largest transportation hub as it is in development and construction
– Segerstrom Center Plaza naming rights: exclusive naming rights to Plaza of preeminent arts center in Orange County
• Freedom Travel & Leisure
– Transaction and content hub modeled after LasVegas.com and lead by industry innovator Rich Mirman
– Already own OrangeCounty.Com with partnerships in process with convention and visitor’s bureaus
• Freedom Newspaper Services
– Service bureau for national newspaper partnerships using our system, reputation, sales force and business model to
monetize remnant newspaper inventory across the country both digitally and in print
• Freedom.com white label
– Digital business built around powerful domain leveraging our business model, brand, technology and remnant marketing
deals to create content transaction centers around key categories of ticketing, education and finance
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Confidential
FREEDOM COMMUNICATIONS, INC.
Media Properties - OCR
PRINT DIGITAL TARGETED MEDIA
IPAD News Edition
COMMUNITIES
Direct Mail
Register Response
Front Page Notes
E-Mail Marketing
OCR’s key business units and publications span print, digital and targeted media
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