Freedom Recapitalization Completed

May 18, 2004, 00:00 AM by User Not Found
IRVINE, Calif. – May 18, 2004 – Freedom Communications, Inc. said that its recapitalization in association with two private equity firms, The Blackstone Group and Providence Equity Partners, originally announced on Oct. 14, 2003, was completed today after various regulatory, governance and financing conditions were met.

Investor groups take stake in company as some family owners leave, others stay

New Board of Directors seated

IRVINE, Calif. – May 18, 2004 – Freedom Communications, Inc. said that its recapitalization in association with two private equity firms, The Blackstone Group and Providence Equity Partners, originally announced on Oct. 14, 2003, was completed today after various regulatory, governance and financing conditions were met.

The recapitalization created the opportunity for those family members who wanted to sell their shares for cash to do so, while allowing those who wanted to continue in ownership to stay. In its new arrangement with Blackstone/Providence, Freedom will remain controlled by members of the Hoiles family whose founder R. C. Hoiles started the company with his 1935 purchase of The Orange County (California) Register.

The company's President and Chief Executive Officer Alan J. Bell and his management team will continue in their roles under the new ownership structure. The new partnership also enables the continuation of the company's libertarian heritage and editorial philosophy which will be preserved in Freedom's 65 newspapers around the United States.

Board of Directors

With the closing of the transaction, a new 13-member Board of Directors has been named, including four family directors; four investor directors (two from Blackstone, two from Providence); four independent directors; and a management director. The directors are:

William F. Baker. Independent Director. Dr. Baker has served as President and Chief Executive Officer of WNET/Channel 13, the PBS station in New York City, since 1987. Prior to joining WNET, Dr. Baker served a dual role as President of Westinghouse Television, Inc., (from 1979) and Chairman of Group W Satellite Communications (from 1981). Since beginning his broadcasting career while in college, Dr. Baker has held a variety of programming and general management positions in radio and television in Cleveland, Baltimore, Los Angeles and New York. Dr. Baker serves on the board of directors of Public Broadcasting Service, Leitch Technology Corporation, and Rodale, Inc., a privately held family publishing company. He received his Bachelor of Arts, Master of Arts, and Doctor of Philosophy degrees from Case Western Reserve University.

Thomas W. Bassett. Interim Chairman of the Board. Family Director. Mr. Bassett is a Manager in the tax department of BKD, LLP. Prior to working at BKD, Mr. Bassett was a Manager in the federal tax practice of KPMG LLP. Mr. Bassett served on the company’s board of directors from 1993 through 1998. He has served on the company’s Retirement Benefits Investment Committee, continuing from 1998 to 2003, and the Audit Committee of the board. He is an attorney and CPA with a Juris Doctorate and Master of Business Administration degree from Washington University in St. Louis.

Alan J. Bell. Management Director. A long-time Freedom executive, Mr. Bell has been the company's President and Chief Executive Officer since 2002, after serving 13 years as TV Division President. He has spent his entire professional life in advertising, journalism, and media, first in radio and television, and now embracing newspapers as well. Prior to joining Freedom in 1989, he was President of the Lorimar Broadcast Group, and earlier worked in broadcasting in New York and Hollywood as well as managing television stations in San Francisco, Philadelphia and Baltimore. He is a graduate of Boston Latin School and Harvard College and attended Harvard Business School.

Raymond C. H. Bryan. Family Director. Former Business Manager for the Executive Intelligence Division at Freedom Technology Media Group. Freedom Family Director since 2000. Mr. Bryan is the grandson of the late Harry Hoiles, a son of Freedom founder R.C. Hoiles. He has held various positions within Freedom Communications in the Sales and Finance departments. Mr. Bryan is a graduate of Skidmore College and is currently pursuing his Master of Business Administration degree at Fordham University.

Michael J. Dominguez. Investor Director. Mr. Dominguez is a Principal of Providence Equity Partners. He has been involved in many of Providence’s investment activities in newspaper publishers, cable television, magazine and book publishers, local exchange carriers and other areas. He is currently a director of Bresnan Communications and F&W Publications, Inc. During the period of Providence’s investment, Mr. Dominguez was involved with Boone Newspapers, Song Networks Holding, formerly Tele1 Europe Holdings, Netcom Canada and Netcom UK. Mr. Dominguez received a Master of Business Administration degree from Harvard Business School and a Bachelor of Arts degree from Bucknell University.

Scott N. Flanders. Independent Director. Chairman and Chief Executive Officer of Columbia House. Freedom Independent Director since 2001. Mr. Flanders has been the Chairman and Chief Executive Officer of Columbia House since 1999. In 1998, he was co-founder of Telstreet.com, an Indianapolis-based e-commerce company specializing in helping consumers shop for wireless products and services. He serves on several corporate boards with interests in media, technology and the Internet. Mr. Flanders is a Certified Public Accountant and has a Juris Doctorate from Indiana University and a Bachelor of Arts degree in Economics from the University of Colorado.

Mark T. Gallogly. Investor Director. Mr. Gallogly is a Senior Managing Director and head of the Private Equity group of The Blackstone Group L. P. Mr. Gallogly also leads Blackstone’s communications and media investments. Specific investments include Bresnan Communications, Centennial Communications, CommNet Cellular, FiberNet, InterMedia Partners VI, iPCS, Iusacell, LiveWire, PaeTec, Sirius Satellite Radio, TWFanch-one, and US Radio. He received his Master of Business Administration degree from Columbia University.

Robin J. Hardie. Family Director. Ms. Hardie has held various positions with the company at the National Advertising Sales Office in Colorado Springs, KFDM-TV in Beaumont, Texas, and The Gazette in Colorado Springs. She has also worked at The Arizona Daily Star, The Thousand Oaks News Chronicle, The Sacramento Bee, and The San Antonio Light. Ms. Hardie has served on the board of directors of Hallador, Inc., and coloradosprings.com, and currently serves on the board of directors for the Children’s Literacy Center. She has a Bachelor of Arts degree in journalism from the University of Southern California.

Robert L. Krakoff. Independent Director. Chairman of Advanstar, Inc. Freedom Independent Director from 1996 to 2001, returning in 2002. Mr. Krakoff was Chairman and Chief Executive Officer of Advanstar, Inc. from 1996 to December 2003. Prior to that time, he was Vice Chairman of Reed Elsevier Inc. and Chairman and Chief Executive Officer of Cahners Publishing Company from 1991 to 1996. He also is past Chairman of American Business Media and continues as a Director. Mr. Krakoff has a Bachelor of Science degree in Business Administration from Pennsylvania State University and a Master of Business Administration degree from the Harvard Graduate School of Business Administration.

Mark J. Masiello. Investor Director. Mr. Masiello has been investing in private equity for 14 years and is a Managing Director of Providence Equity Partners. He has been involved in many of Providence's investment activities in publishing, broadcasting, cable television, music, local telephone carriers, Internet service providers and portals, and alternative media. He is currently a director of Craig Media Inc., and Surebridge, Inc., and was, during the time of Providence’s investment, a director of American Cable Entertainment, Netcom Canada, NC Holdings, and Wired Ventures, Inc. Mr. Masiello received a Bachelor of Arts degree from Brown University.

Burl Osborne. Independent Director. Mr. Osborne formerly held several positions in the Belo Corporation: President, Publishing Division from 1995 to 2001; Director from 1987 to 2002; and Publisher from 1986 to 2001 of The Dallas Morning News Co., with which he became associated in 1980. Mr. Osborne continues as Chairman of the Belo Foundation. In connection with The Associated Press, Mr. Osborne has served as Chairman of the Board since 2002, Director since 1993 and as a member of the Executive Committee. Mr. Osborne also has served as Director and Past Chairman of Southern Newspaper Publishers Association; Director of Newspaper Association of America; Currently, he serves as Director of the Committee to Protect Journalists; Director of the National Kidney Foundation; and Director of J.C. Penny Company, Inc. since April 1, 2003. Mr. Osborne earned a Bachelor of Arts degree from Marshall University in Huntington, West Virginia and a Master of Business Administration degree from Long Island University. He also participated in the Advanced Management Program at the Harvard Business School.

David D. Threshie. Family Director. Mr. Threshie is the Vice President of Marketing Services for Freedom Arizona Information. He has served as General Manager of the Scottsdale Views, as well as the General Manager and Editor of the Hickory News in Hickory, N.C. Mr. Threshie worked in various departments at the Panama City News Herald as part of Freedom’s Management Development Program. Prior to joining the company, Mr. Threshie worked at the Dallas Morning News from 1993 to 1998. Mr. Threshie has a Bachelor of Science degree in Economics/Finance from Southern Methodist University and a Master of Business Administration degree from the University of Dallas.

David M. Tolley. Investor Director. Mr. Tolley is a Principal in the Private Equity group of The Blackstone Group L.P., where he focuses on Blackstone's investment activities in the communications and media sectors. Before joining Blackstone, Mr. Tolley was a Vice President in the Global Communications Group at Morgan Stanley & Co., where he was responsible for sourcing and executing financing and advisory assignments for a broad array of public and private communications companies. He currently serves as a director of Centennial Communications Corp. Mr. Tolley holds a Bachelor of Arts degree from the University of Michigan and a Master of Business Administration degree from Columbia Business School.

About Freedom Communications, Inc.—Freedom Communications, Inc., headquartered in Irvine, Calif., near its best known media property The Orange County Register, is a privately-owned diverse media company of newspapers, broadcast television stations and interactive media businesses. The company publishes 28 daily and 37 weekly newspapers, with a combined daily circulation of more than 1.2 million subscribers. The broadcast division includes eight stations including five CBS and three ABC network affiliates.

About The Blackstone Group

Blackstone is one of the largest and most successful private equity investment firms and over the last 15 years has invested over $7.0 billion of equity in 70 transactions. Over two-thirds of investments by Blackstone Communications Partners and Blackstone Capital Partners have been made in partnership with corporations or families. Additionally, over one-third of investments since inception have been in media and communications, including significant investments in the publishing and broadcasting sectors. The capital for this investment will be provided by Blackstone Communications Partners I L.P., which represents $2.2 billion in committed capital and is among the world’s largest funds dedicated to media and communications investing and Blackstone Capital Partners IV L.P., which represents $6.5 billion in committed capital and is the largest fund of its kind ever raised. In addition to Private Equity Investing, Blackstone’s core businesses include Private Real Estate Investing, Corporate Debt Investing, Marketable Alternative Asset Management, Mergers and Acquisitions Advisory and Restructuring and Reorganization Advisory services.

About Providence Equity Partners

Providence Equity Partners Inc. is one of the world’s leading private investment firms specializing in equity investments in media and communications companies. The principals of Providence Equity manage funds with over $5.0 billion in equity commitments, including Providence Equity Partners IV, a $2.8 billion private equity fund, and have invested in more than 70 companies operating in over 20 countries since the firm’s inception in 1991. Current and previous areas of investment include cable television content and distribution, wireless and wireline telephony, publishing, radio and television broadcasting and other media and communications sectors. Significant investments include VoiceStream Wireless, AT&T Canada, eircom plc, Casema, Kabel Deutschland, F&W Publications, Warner Music Group, Western Wireless and Bresnan Communications. The firm has offices in Providence, New York and London.

For more information, visit www.freedom.com