Alden Global Capital is miffed that The Dallas Morning News won’t offer itself up for disembowelment

Alden Global Capital just can’t understand. Why would any newspaper not want to be the next to pass through its digestive tract?

That’s the tone of a letter the vulturous hedge fund’s executives sent last night to the owner of The Dallas Morning News. As I wrote on Monday, the DallasNews Corporation recently agreed to be acquired by Hearst at the price of $14 a share. Soon after, Alden swooped in with a surprise offer at $16.50 a share.

More money usually beats less money. But Alden is no regular owner, having earned a reputation for firing journalists en masse and bleeding its newspapers dry. (One study found it laid off journalists at twice the rate of other newspaper owners.) Selling to Alden is not what a good newspaper owner who cares about his community does.

So Robert Decherd — a great-grandson of the paper’s co-founder, who spend decades as its CEO and chairman — decided that he’d rather not send his life’s work through Alden’s wood chipper and said there “are no circumstances under which I would vote for or support the MNG [MediaNews Group, a.k.a. Alden] proposal.” “No circumstances” seems pretty clear, and the DallasNews board told Alden, in effect, to buzz off.

So now Alden’s big mad. Its July 22 letter making the offer was all sweetness and light, expressing its “keen interest” in protecting “this local treasure” and professing “the sincerity and intensity of this commitment.” Last night’s letter was all elbows:

On July 28, 2025, you summarily rejected — without any discussion — our all-cash proposal to acquire all outstanding shares of DallasNews Corporation for $16.50 per share in favor of Hearst’s clearly inferior $15.00 per share revised offer…

As you can imagine, we were surprised to see your public rejection, particularly as it occurred without even a single conversation, let alone substantive engagement, with us. Rather than evaluate our proposal on the merits or engage in discussions that could benefit all your shareholders and other stakeholders and the North Texas community at large, you adopted a shareholder rights plan designed to protect the inferior Hearst transaction, suppress competing bids, and deprive your shareholders of the opportunity to consider alternatives that could unlock greater value…

How these actions could possibly be deemed to satisfy your fiduciary duties is a mystery to us…if the Board continues to refuse engagement, we will simply be forced to take our case directly to your shareholders. As such, we urge you to reconsider your position.

“Take our case directly to your shareholders” implies a proxy battle in which DallasNews shareholders could vote to take Alden’s offer over Hearst’s. But “shareholders,” in this case, pretty much just means Decherd. He personally controls a majority of all shareholder votes, having worked for many years to keep the various wings of the family united and, in 2020, purchased enough family shares to get over 50%. Mathematically, he’s the only vote that matters.

Amid all the letter’s blunt talk, Alden turns sugary again when it talks about Decherd, even teasing a potential role for him in an Alden Morning News:

We have deep respect for Robert Decherd, his more than five decades of service to The Dallas Morning News, and his long-standing commitment to civic journalism in North Texas. We share Mr. Decherd’s commitment to high-quality local journalism and agree that preserving the quality and integrity of The Dallas Morning News requires scale, operating experience, and a proven commitment to the public interest…

We welcome the opportunity to engage directly with Mr. Decherd regarding our proposal and vision for the future. We are confident that the concerns he has expressed can be addressed collaboratively and constructively, and we are open to discussing appropriate structural protections to ensure The Dallas Morning News’s editorial and operational independence and continued civic mission, including, if appropriate, a continued role for Mr. Decherd in an institution so closely tied to his family’s legacy.

How sweet! But one assumes that Decherd remembers that, just a few days ago, Alden explicitly wanted to cut him out of acquisition talks. From the July 22 letter:

We would prefer to otherwise conduct our discussions directly with you [the DallasNews board of directors] on a confidential basis, as this Proposal is intended solely for your consideration and not for the consideration of DallasNews’ shareholders or any other person or entity.

Robert Decherd served on the company’s board for 47 years, but he retired from it two years ago. So by requesting to speak confidentially, only with the board and “not for the consideration of DallasNews’ shareholders,” Alden was essentially asking to cut Decherd out of talks. Remember, he’s the only shareholder that matters.

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. Some back-of-the-envelope math suggests that, for Decherd personally, the difference between selling to Hearst at $15.00 rather than Alden at $16.50 comes down to around a million dollars. Even if Alden ups its bid a buck or two, we’re talking about a sum that, while big money to you or me, is hardly worth trampling the family name. I don’t expect any hedge fund sweet talk to change that calculation.