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Prepare to be Mushroomed

What a Corporate Buyout Can Mean to You “Watching Celebrities Self-Destruct” was an account of the gratuitous racist-sexist slur of the Rutgers championship women’s basketball team by morning “shock-jock” Don Imus. Seven out

April 2007 By Denny Hatch
8

In the News

How Will Tribune Pay Its Debts? Highly Leveraged Deal Leaves Little Room for Error, Despite Tax Breaks
Tribune Co. and Sam Zell just took out a risky loan on the future of the newspaper industry. Now, they have to start paying it back. The big question hanging over Tribune’s $8.2 billion buyout deal unveiled Monday is this: How do they plan to do that, given that the newspaper industry faces uncertain prospects? Financed almost entirely by debt, the buyout will leave the newspaper and TV concern staggering under more than $12 billion in debt, when existing borrowings are included. That is about 10 times Tribune’s annual cash flow, a ratio several times higher than typically carried by most media businesses.
—Sarah Ellison, The Wall Street Journal, April 4, 2007
The massive leveraged buyout of the Tribune Company by Chicago real estate magnate Sam Zell—the 65th richest man in America according to Forbes, with a personal fortune of $4.5 billion—is in the beginning stages. My bet is that it will result in a tsunami of layoffs, buyouts, firings, and wrecked careers and lives.

According to the Jan. 25, 2007 Newstrack, the media industry slashed 17,809 jobs in 2006, an 88% increase over the 9,452 jobs lost the prior year.

Last year, we watched The Philadelphia Inquirer and Daily News fall into the hands of a local consortium of investors that has neither newspaper experience nor deep pockets. The carnage has not been pretty.

I am reminded of a long, liquid lunch that I had many years ago with my first book publisher, a taciturn, rotund Vermonter named Paul S. Eriksson. He was the proprietor of a tiny business on West 58th Street with just two employees—himself and his wife, Peggy.

At one point I asked, “Paul, why don’t you get bought?”

“Huh? What do you mean?”

“RCA just bought Random House and CBS has acquired Holt. Why don’t you find a nice rich investor to buy you, pump some financial juice into your operation, so that you can publish more books and become a real player?”

Paul thought a moment. “Nah,” he said. “You know what happens to the CEO of a small company that gets bought? They mushroom the guy.”

“What do you mean ‘mushroom the guy?’”

“What do you think it means?”

“I don’t know. Something like this?” I drew a mushroom shape in the air with my two forefingers.

“No,” he said. “When you mushroom a guy, you keep him in the dark for a long time, you feed him a lot shit and then you can him.”

The Newspaper Business
I am a dinosaur. For this e-zine, over pre-dawn coffee, I read three newspapers a day in hard copy that are delivered to me daily—The New York Times, The Wall Street Journal and The Philadelphia Inquirer. I make notes of the stories I want to download and then hit the computer and capture them.

The cost of these three papers in hard copy is in excess of $800 a year.

I then hit 15 other Web sites around the country and in the United Kingdom, vacuuming up, filing and cross-indexing stories for possible future use. With the exception of The Financial Times and the extra online fee charged by The Wall Street Journal, these vast treasure troves of information are free—paid for by advertisers.

Takeaway Points to Consider:

* If you are looking to buy a company and discover that it is poorly run and management does not know who the customers are, walk away from the deal.

* How diligent is your due diligence? Are you willing to overlook serious flaws in your zeal for acquisition?

* The ideal acquirer of companies is Warren Buffett, who does his due diligence diligently, buys healthy companies that are throwing off profits and leaves them alone. As the second richest man in the world, Buffett has nothing to prove beyond his penchant for excellence.

* I get the sense that Brian Tierney and Sam Zell feel that they have something to prove and borrowed vast sums to buy high-profile media companies, even though they have no previous experience in the industry. Zell’s situation seems especially precarious with subsidiaries in revolt and debt estimated to be 10 times annual cash flow.

* In any leveraged buyout, money is borrowed, resulting in an inexorable schedule of interest payments, which means most—if not all—earnings are earmarked for debt service.

* This is a recipe for a lot of people being mushroomed.

* A friend of mine works for Newsday, and he tells me that job security is nil and morale is in the tank—hardly an atmosphere for creating excellence. For him, going to work is not a lot of fun.

* A lesson I learned from freelancing: “Always sell when you are busiest.” That is, even when you are crazed with work, it is imperative to set aside time to look for new clients. Otherwise, if assignments are completed and no jobs are in the hopper, you are out of work.

* In the corporate world, it is imperative to have your resume absolutely up-to-date and to regularly spend time on Monster.com (or be registered with one or more headhunters), so that if something good is out there, you will know about it and pounce. Otherwise, if you are suddenly laid off (fired), finding for a new job can take months.

* Confine your resume and job searches to your home computer. According to Proofpoint Inc./Forrester Research, in a 2005 survey of 140 North American businesses nationwide, roughly 33% conduct regular audits of employee e-mail content.

* If your company is bought, beware of the two guys who show up in your offices and say, “We’re from corporate headquarters and we’re here to help.”

Web Sites Related to Today's Edition:

The Philadelphia Inquirer
http://www.philly.com/inquirer/

The Chicago Tribune
http://www.chicagotribune.com/

The Los Angeles Times
http://www.latimes.com/

Newsday
http://www.newsday.com/
 
8

COMMENTS

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Comment *
Most Recent Comments:
David - Posted on April 17, 2007
Your comments about the publishing business are insightful, but as a longtime Los Angeles resident, I think the Los Angeles Times is a special case. The Los Angeles Times has been rotten for years, extremely leftist and one-sided, anti-American, anti-U.S., anti-military, anti-Israel, anti-everything that is decent in the world. The editors and publishers are clueless about the threats to the West and to the United States, clueless about the United Nations, just stupid leftist idiots. It spikes or minimizes every story that doesn't fit in with its bias. It even recently killed a comic strip, Mallard Fillmore, for being politically incorrect. I trust it only for the TV schedule and sports results. Any shake-up of the paper will be an improvement and probably improve its reputation and circulation.
Jillian - Posted on April 13, 2007
Well Denny, with the execption of the word "flack" used to describe a PR pro, this was a good read. Having the goal of being a practitioner myself, I have to stick up for the guy....even though he sounds Inky.______________That being said, it seems the one thing wildly successful and ambitious money-makers cannot do is leave well enough alone. One day, when the entire country is owned by three single people, and those three people are each being sued for ownership by 3 other people, the "capitalism" defense will finally not be enough. Integrity will at some point be splotched back into the picture............right?
John Friesen - Posted on April 13, 2007
When I read things like this, I become sick at heart. If it were up to me, nobody would be able to own more than two newspapers, or two TV stations, and no more than one in any market. Everytime some bag of cash buys another paper or station, the media get less independent. They used to talk about the dumbing down of America... more like the "Foxing" down!

John
Jim - Posted on April 13, 2007
As a Chicagoan, in one sense I was quite happy when a Chicagoan won the battle for the Tribune (after losing Marshall Fields, how could we lose another icon so soon!). However, I?m not sure we?ve really gained all that much. The service on their debt load is going to be a tremendous drain on their cash flow?just when they need that cash to make investments that move them further into the "new media world". Comments by Sam Zell to the contrary, I don?t know how he cannot sell off at least some of the assets to pay down the crippling level of debt they will be under. It doesn?t bode well for the long-term viability of Chicago?s home-town media empire.
Darren Somsen - Posted on April 12, 2007
Dear Denny,

I was fortunate to work for a company that manufactured driving simulators for law enforcement and the transportation industry. It was a great company with dedicated employees and a fantastic reputation. We had clients who would fly-in for sales events simply to tell other attendees how wonderful we were. During my first year as head of Marketing the company reported an 11% net profit. Unfortunately, the company was acquired by GE Capital. The new executive placed in charge ignored the advice given him and insisted upon alienating prospective clients and compounding errors for which he was warned. By the time the bloodbath was complete, over 65% of the pre-acquisition staff were gone (including all original management) and sales were flat. Ultimately the new executive placed by GE Capital was "canned" and the company sold.

What may have been a small line item loss for GE Capital represented the waste of hard work by numerous dedicated people who were ultimately displaced by poor decision-making. In the example of Warren Buffet, often the best business practice is to provide the resources to expand and leave the company in the hands of the believers whom helped build it.
David Garfinkel - Posted on April 13, 2007
Denny, I left the world of being an employee in the good old days, 1985, when I was employed as a reporter by McGraw-Hill. It sure doesn't look fun to *be* an employee today, at any level (although the outsized CEO pay of the larger companies does quicken my pulse when I look at it). I'm an investor in a start-up, and after learning the Silicon Valley model of Venture Capital, I told my start-up I definitely did not want to be seen as a VC and prefered the posture of a pre-Angel Angel investor. Not that I'm so pure of heart or that my resources are so goodly. It's just that don't have the time and energy to be that mean.
Peter Hochstein - Posted on April 13, 2007
So if you can remember archy, the lower case, punctuation-avoiding free verse poet reincarnated as a cockroach) conversing with mehitabel, the alleycat with loose morals in "The Lives and Times of archy and methitabel":

archy
says mehitabel
both our businesses
are being ruined
by amateurs
Rob - Posted on April 14, 2007
Brings to mind my first full-time job out of college: reporting for a newspaper in Montgomery County for $18K/year (in 2001!). I hadn't been there three weeks when I cam e in and they were changing the locks on the door. I was laid off that day. Glad I learned early and got into marketing. Hafta agree with Tierney though - the Inky needs really good local coverage a lot more than it needs a column on national television. In a global info market, a local newspaper only has the corner on one thing: local news.
Click here to view archived comments...
Archived Comments:
David - Posted on April 17, 2007
Your comments about the publishing business are insightful, but as a longtime Los Angeles resident, I think the Los Angeles Times is a special case. The Los Angeles Times has been rotten for years, extremely leftist and one-sided, anti-American, anti-U.S., anti-military, anti-Israel, anti-everything that is decent in the world. The editors and publishers are clueless about the threats to the West and to the United States, clueless about the United Nations, just stupid leftist idiots. It spikes or minimizes every story that doesn't fit in with its bias. It even recently killed a comic strip, Mallard Fillmore, for being politically incorrect. I trust it only for the TV schedule and sports results. Any shake-up of the paper will be an improvement and probably improve its reputation and circulation.
Jillian - Posted on April 13, 2007
Well Denny, with the execption of the word "flack" used to describe a PR pro, this was a good read. Having the goal of being a practitioner myself, I have to stick up for the guy....even though he sounds Inky.______________That being said, it seems the one thing wildly successful and ambitious money-makers cannot do is leave well enough alone. One day, when the entire country is owned by three single people, and those three people are each being sued for ownership by 3 other people, the "capitalism" defense will finally not be enough. Integrity will at some point be splotched back into the picture............right?
John Friesen - Posted on April 13, 2007
When I read things like this, I become sick at heart. If it were up to me, nobody would be able to own more than two newspapers, or two TV stations, and no more than one in any market. Everytime some bag of cash buys another paper or station, the media get less independent. They used to talk about the dumbing down of America... more like the "Foxing" down!

John
Jim - Posted on April 13, 2007
As a Chicagoan, in one sense I was quite happy when a Chicagoan won the battle for the Tribune (after losing Marshall Fields, how could we lose another icon so soon!). However, I?m not sure we?ve really gained all that much. The service on their debt load is going to be a tremendous drain on their cash flow?just when they need that cash to make investments that move them further into the "new media world". Comments by Sam Zell to the contrary, I don?t know how he cannot sell off at least some of the assets to pay down the crippling level of debt they will be under. It doesn?t bode well for the long-term viability of Chicago?s home-town media empire.
Darren Somsen - Posted on April 12, 2007
Dear Denny,

I was fortunate to work for a company that manufactured driving simulators for law enforcement and the transportation industry. It was a great company with dedicated employees and a fantastic reputation. We had clients who would fly-in for sales events simply to tell other attendees how wonderful we were. During my first year as head of Marketing the company reported an 11% net profit. Unfortunately, the company was acquired by GE Capital. The new executive placed in charge ignored the advice given him and insisted upon alienating prospective clients and compounding errors for which he was warned. By the time the bloodbath was complete, over 65% of the pre-acquisition staff were gone (including all original management) and sales were flat. Ultimately the new executive placed by GE Capital was "canned" and the company sold.

What may have been a small line item loss for GE Capital represented the waste of hard work by numerous dedicated people who were ultimately displaced by poor decision-making. In the example of Warren Buffet, often the best business practice is to provide the resources to expand and leave the company in the hands of the believers whom helped build it.
David Garfinkel - Posted on April 13, 2007
Denny, I left the world of being an employee in the good old days, 1985, when I was employed as a reporter by McGraw-Hill. It sure doesn't look fun to *be* an employee today, at any level (although the outsized CEO pay of the larger companies does quicken my pulse when I look at it). I'm an investor in a start-up, and after learning the Silicon Valley model of Venture Capital, I told my start-up I definitely did not want to be seen as a VC and prefered the posture of a pre-Angel Angel investor. Not that I'm so pure of heart or that my resources are so goodly. It's just that don't have the time and energy to be that mean.
Peter Hochstein - Posted on April 13, 2007
So if you can remember archy, the lower case, punctuation-avoiding free verse poet reincarnated as a cockroach) conversing with mehitabel, the alleycat with loose morals in "The Lives and Times of archy and methitabel":

archy
says mehitabel
both our businesses
are being ruined
by amateurs
Rob - Posted on April 14, 2007
Brings to mind my first full-time job out of college: reporting for a newspaper in Montgomery County for $18K/year (in 2001!). I hadn't been there three weeks when I cam e in and they were changing the locks on the door. I was laid off that day. Glad I learned early and got into marketing. Hafta agree with Tierney though - the Inky needs really good local coverage a lot more than it needs a column on national television. In a global info market, a local newspaper only has the corner on one thing: local news.