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Published on 2/8/2008 in the Prospect News Special Situations Daily.

Belo spins off newspaper businesses; new company to trade on NYSE

By Lisa Kerner

Charlotte, N.C., Feb. 8 - Belo Corp. completed the spinoff of its newspaper businesses into a publicly traded company called A.H. Belo Corp.

Shares of the new Dallas-based company will begin regular trading on the New York Stock Exchange on Monday under the symbol "AHC."

The spinoff was implemented through a special tax-free stock dividend to shareholders on all outstanding shares of Belo common stock.

Belo shareholders of record on Jan. 25 received one A.H. Belo share for each five shares of Belo held.

A.H. Belo will have approximately 17.6 million series A shares and approximately 2.9 million series B shares outstanding.

The new company expects to pay an annual dividend of $1.00, payable $0.25 per quarter, to be declared in late February and paid in early June.

"We are excited about A.H. Belo's prospects as a separate publicly traded newspaper company, and we're optimistic about the opportunities this transaction affords for our shareholders, employees, audiences and advertisers," A.H. Belo chief executive officer Robert W. Decherd said in a company news release.

"A.H. Belo's strong balance sheet provides financial flexibility to support our high-quality newspaper businesses and invest in digital and new media products that serve the needs of fast-growing niche audiences," Decherd added.

A.H. Belo owns and operates the Dallas Morning News, the Providence Journal, the Press-Enterprise and various web sites associated with these properties.

The company's management team includes:

• James M. Moroney III, executive vice president supervising A.H. Belo's newspaper operations and publisher and CEO of the Dallas Morning News;

• Donald F. "Skip" Cass, executive vice president overseeing Belo Interactive Media and Belo Technologies;

• Alison K. Engel, senior vice president and chief financial officer; and

• Daniel J. Blizzard, senior vice president.

A.H. Belo's board includes Decherd and current Belo directors J. McDonald Williams (lead director), Louis E. Caldera, Douglas G. Carlston, Dealey D. Herndon and Laurence E. Hirsch.

With the spinoff, Dallas-based Belo becomes one of the largest pure-play television companies in the United States, Belo president and CEO Dunia A. Shive said in the release.

Belo owns and operates 20 television stations reaching 14.3% of U.S. television households, as well as the stations' associated web sites, and six cable news stations.

The majority of Belo's management team remains, including:

• Dennis Williamson, executive vice president and CFO;

• Guy Kerr, secretary and executive vice president of law and government; and

• Marian Spitzberg, senior vice president of human resources.

New to the management committee is Peter Diaz, executive vice president of television operations.

Shive and Moroney will join the Belo board of directors, which also includes Decherd (non-executive chairman), Herndon, Henry P. Becton Jr. (lead director), Judith L. Craven, M.D., M.P.H., Wayne R. Sanders, William T. Solomon, M. Anne Szostak and Lloyd D. Ward.

On October 1, Belo's board approved the spinoff following a review of "value creation strategies."


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