M&A - DallasNews Corp

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Form Type: 8-K

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525157392

Filing Summary: On July 9, 2025, DallasNews Corporation entered into a Merger Agreement with Hearst Media West, LLC and Destiny Merger Sub, Inc., whereby the Merger Sub will merge with and into DallasNews Corporation, making it a wholly-owned subsidiary of Hearst Media. The Merger Agreement was unanimously approved by the Board of Directors. Each share of common stock will be converted to cash at a price of $14.00. The agreement includes provisions for a special shareholder meeting to obtain necessary approvals, with specific voting requirements set forth for Series A and Series B shares. The Merger is subject to closing conditions, including appropriate financial standing. The agreement also outlines termination conditions and associated fees, including a $3 million termination fee under certain scenarios. Additionally, the document details changes in compensation and retention agreements for executives in light of the merger.

Additional details:

Item 1 Date: 2025-07-09


Merger Agreement Executed: true


Merger Effective Time: effective time of the merger


Merger Consideration: $14.00 per share


Shareholder Approval Required: two-thirds of voting power


Termination Fee: $3,000,000


Executive Bonus Moises: $1,650,000


Executive Bonus Murrays: $850,000


Form Type: DEFA14A

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525157393

Filing Summary: On July 9, 2025, DallasNews Corporation entered into an Agreement and Plan of Merger with Hearst Media West, LLC and its subsidiary, Destiny Merger Sub, Inc. The merger will convert shares of the Company's Series A and Series B common stock into cash amounts of $14.00 each, excluding certain treasury-held and dissenting shares. The merger requires approval from at least two-thirds of voting shareholders at a Special Meeting. Additionally, the document outlines customary representations, warranties, and covenants for the parties involved, with specific conditions under which the agreement may be terminated. It also includes a voting agreement with certain shareholders who collectively represent significant ownership of the Company’s shares, committing them to vote in favor of the merger. Transaction bonuses for executives in connection with the merger and amendments to the Company’s bylaws related to the transaction are also detailed. The company will notify the SEC with a proxy statement for the shareholder meeting.

Additional details:

Date Of Report: 2025-07-09


Merger Consideration: 14


Special Meeting Date: to be determined


Requisite Shareholder Approval: at least two-thirds


Transaction Bonus Amount: {"CEO":"1650000","President":"850000"}


Form Type: DEFA14A

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525157651

Filing Summary: On July 10, 2025, DallasNews Corporation announced a definitive merger agreement with Hearst Media West, LLC, which will result in DallasNews becoming a wholly-owned subsidiary of Hearst. This partnership aims to enhance investment in digital strategies, audience reach, and journalism quality while alleviating public market pressures. The transaction is anticipated to close in the third or early fourth quarter of 2025. Key communications regarding the merger were sent to employees, community leaders, and clients, emphasizing the shared values and operational continuity throughout the merger process. The agreement is presented as a strategic move to strengthen DallasNews amidst the evolving media landscape and address financial challenges while promoting journalistic integrity and growth.

Additional details:

Email Subject: An Important Day for our Company


Transaction Type: merger


Partner Company: Hearst Media West, LLC


Transaction Closing Period: third or early fourth quarter


Proxy Statement Availability: to be filed with SEC


Company Commitments: journalistic integrity and community engagement


Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000141389825000012

Filing Summary: On March 11, 2025, The Dallas Morning News, Inc. completed the sale of its print facility and surrounding land at 3900 Plano Parkway, Plano, Texas for an aggregate purchase price of $43,500,000. The sale was executed under a previously disclosed Purchase and Sale Agreement with 2201 Luna Road, LLC. An escrow of $600,000 was established for potential environmental remediation costs, which would be covered by the buyer should the need arise, with unused funds being returned to TDMN by March 11, 2026 at the latest. On March 13, 2025, a press release was issued by the Company to announce the completion of the sale. The Company plans to use a portion of the proceeds to fully fund its pension liabilities through an irrevocable group annuity contract, transferring responsibility for pension obligations to an insurance company and ensuring that benefits are paid to participants without changes to the amount, timing, or form of payments.

Additional details:

Sale Transaction Date: 2025-03-11


Purchase Price: 43500000


Escrow Funds: 600000


Pension Liabilities Funding: true


Press Release Date: 2025-03-13


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