oc register owner aaron kushner's confidential pitch to potential investors to save his company

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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.”

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Freedom Communications (OC Register) Equity Powerpoint Presentation (Nov. 2013)

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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

2

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

Confidential

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

3

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.

4

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.

Confidential

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

5

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.

Confidential

FREEDOM COMMUNICATIONS, INC.

Other Investment Considerations

7

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

FREEDOM COMMUNICATIONS, INC.

Confidential

Freedom Highlights

Growth, Leadership & Innovation

Confidential

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

Confidential

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.

10

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

Confidential

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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FREEDOM COMMUNICATIONS, INC.

Confidential

Freedom Recent History

Progress Since Initial Acquisition

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

14

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)

Confidential

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

15

Confidential

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

Confidential

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

17

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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FREEDOM COMMUNICATIONS, INC.

Confidential

Additional Material

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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Confidential

FREEDOM COMMUNICATIONS, INC.

Media Properties – Press Enterprise

PRINT DIGITAL PARTNERS

Press-Enterprise provides local content across a spectrum of mediums

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