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Media Love Triangle With Dallas Morning News, Alden and Hearst Heats Up

The "vulture" hedge fund seems determined to buy The Dallas Morning News, despite its majority owner's resistance.
Image: Dallas Morning News
The media love triangle between DMN, Hearst, and Alden isn't going away. Archive Photos/Getty Images
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Notorious hedge fund Alden Global Capital made it clear it’s not retreating from its pursuit to become the owner of The Dallas Morning News. According to New York Times reporter Katie Roberston on Tuesday morning, the Manhattan hedge fund raised its bid to buy the paper to $18.50 a share, up $2 from its original offer in July.

On July 10, The Dallas Morning News announced it had agreed to a merger with Hearst. The deal, then valued at $74.9 million, shocked staffers, many of whom learned of it through social media or the paper’s website. The sale would also give Hearst control of four of the five largest newspapers in Texas. Soon after, Alden’s publishing arm, MNG Enterprises, announced an unsolicited bid for the paper for $88 million, or $16.50 per share.

At the time of Alden’s original bid, controlling shareholder and former board Chairman Robert Dechard and other company leaders wasted no time in praising Hearst and affirming his desire to ignore Alden’s advances.
In a statement, DallasNews Corp. noted that Dechard said that there “is no scenario in which [Dechard] will vote in favor of a sale of the Company to Alden or its affiliates. Without Mr. Decherd’s voting support, the transaction contemplated in the Alden Proposal cannot be consummated.”

When the Heart merger was announced, Dallas Morning News Publisher Grant Moise said that Heart’s “resources, expertise and track record of supporting — and investing in — local independent journalism will ensure The Dallas Morning News thrives for decades to come.” But that sentiment runs counter to the company’s reputation in American journalism circles, where critics say that cost-cutting measures, including layoffs and reduced resources for investigative reporting and decreased newsroom independence, often appear following a Heart purchase.

But after a scathing letter on July 31 from MNG  to DallasNews Corp. in which the hedge fund said it would up its offer, the paper soon moved to set a date for a shareholder vote on the Hearst merger, now scheduled for Sept. 23.

But there’s a unique spin to this financial media love triangle. Decherd isn't just any shareholder, and the Morning News isn’t controlled in the same way that many newspaper companies today are. According to Joshua Benton of the Columbia Journalism Review, the vital differences in play could be what keeps the Morning News out of the cost-cutting hedge fund’s sharp claws.

In one sense, DallasNews is extremely lucky that Decherd left the board when he did. Were he still chairman, Alden could argue he had a fiduciary duty to shareholders to accept the highest bid. But as a private citizen, he can vote however he wants. On July 9, Decherd signed an agreement that, “irrevocably and unconditionally,” requires him, his wife, and his foundation “to vote their shares of Common Stock in favor of the approval of the Merger Agreement” with Hearst.

In other words, it’s difficult to imagine a scenario in which Alden wins The Dallas Morning News without Robert Decherd’s explicit approval. And there is no reason to doubt his statements that “are no circumstances under which” he would support a sale to Alden. Decherd is 74, having devoted his life to the family company; his retirement from the board came on the 50th anniversary of his first day of employment. He’s made plenty of money.

As of now, Alden’s offer is $3.50 per share more than Hearst's. Will that be enough to change Decherd’s stance? According to WFAA In a press release, MNG said it will consider "any available avenue to hold you [Decherd] accountable for failing to act in the best interests of almost 90% of all DallasNews shareholders."