Alden Global Capital is still trying to get its hands on The Dallas Morning News

Alden Global Capital sure is confused a lot lately. The vulturous hedge fund has kindly offered to pillage The Dallas Morning News, just as it’s pillaged the other newspapers it’s bought over the past decade-plus.

But the paper’s owners and executives don’t seem keen on the idea! Weird, right?

And now Alden is “perplexed” that its potential victims don’t want to “engage.” (“C’mon, friend, let’s just talk about your entrails and how tasty they look.”)

I’ve already written about this twice, so I’ll go light on the details here. But DallasNews Corp. recently agreed to be acquired by Hearst for $14 a share. Soon after that, Alden Global Capital, America’s worst newspaper company, made a surprise offer at $16.50 a share. DallasNews said no thanks, we’re good with Hearst. (It helped that Hearst bumped its bid to $15 after Alden approached.) DallasNews’ corporate decisions are in effect governed by Robert Decherd, the great-grandson of the newspaper’s founder who worked at The Dallas Morning News for 50 years, much of it as CEO. Decherd owns or controls 96.3% of the company’s Series B stock, which has outsized voting power, and thus he can veto anything that comes up to a shareholder vote.¹ And Decherd has pledged his votes to the Hearst deal, saying there “are no circumstances under which I would vote for or support” a sale to Alden.

Well, Alden keeps trying. This morning, its management sent another letter to DallasNews, upping the offer to $17.50 and again wondering why no one seems to want to hang out with them:

Alden has made this same rhetorical move before — emphasizing that they will preserve the “beloved print edition” of a newspaper they’re seeking to buy. It’s true! Because Alden has figured out ways to milk a print newspaper dry, but has shown little interest in planning for the digital future (or the digital present, for that matter). They’ve realized, as other newspaper publishers have, that the few print readers who remain are willing to pay outsized sums to maintain their decades-long habit. A seven-day print subscription to Alden’s Denver Post now costs $779.40 a year. Before Alden bought the Post, a seven-day print sub cost $130 a year — $198.64, adjusted for inflation. You bet they’re interested in keeping print alive.

(Also, Hearst has never said it would stop printing The Dallas Morning News. They still print all their other Texas newspapers, in Houston, San Antonio, and Austin, and I strongly suspect they will continue to do so until it no longer makes economic sense. It’s not a real issue.)

Alden’s letter focuses on the DallasNews board’s lack of engagement, saying that rejecting their bid without at least a quick chat would constitute “breaching any basic concept of a duty of care” — referencing the fiduciary duties management has to its shareholders to seek the best deal. (Those shareholders, notably, include Alden, which owns 9.9% of DallasNews stock.) And I’m sure that, if they don’t get their way, Alden will at least threaten a shareholder lawsuit over that alleged “breach.”

I am definitely not a lawyer — taking legal advice from me would be only slightly smarter than taking ballroom dance lessons from me. But I’ve been digging through a bunch of potential maneuvers that a bidder like Alden could use to scuttle a deal, and I continue to think DallasNews is safe.

It all comes down to Robert Decherd. By controlling the outcome of any shareholder vote, he has the unilateral ability to quash any deal he doesn’t like — and he’s told the company and stated publicly “that there was no scenario in which he would vote in favor of a sale of the Company to Alden.” I believe him. And I believe DallasNews has paid lawyers enough to make a pretty airtight case.

But doesn’t he have a fiduciary duty to accept the higher bid from Alden? The key is that Decherd is not an officer of the company — not an executive, not a board member. He used to be, for decades, but he retired in 2023. Now he’s “just” a controlling shareholder.

But doesn’t a controlling shareholder still have some fiduciary responsibility? Alden will surely make that argument, and in some states, it might be true. Delaware — a famously popular home for U.S. corporations — has some case law stating that a controlling shareholder could have, in certain circumstances, a conflict that justified tougher evaluation of a proposed merger or acquisition.

But DallasNews Corp. isn’t incorporated in Delaware. It’s a Texas corporation — literally the oldest Texas corporation, founded in 1842 under the Republic of Texas. And Texas corporate law doesn’t see the situation the same way Delaware does. Case law there finds that, unless a majority shareholder is engaged in fraud or corrupt self-dealing, a minority shareholder doesn’t have a case. “The other guys offered more money” isn’t enough to prevent a shareholder from exercising his preferences in a vote. A 2014 Texas Supreme Court case “effectively eliminate[d] legal protections that minority shareholders enjoy in most other jurisdictions.” Otherwise, Texas considers a shareholder’s vote to be his property right, and you don’t mess with a rich man’s property rights in Texas.

In fact, things got actively worse for Alden in May, when the state legislature passed a new law that “bolsters protections for Texas corporations and directors and officers of Texas corporations and reduces the risk of shareholder litigation.”

It puts into law the idea that, as long as corporate directors are acting in good faith and to further the interests of the corporation, minority shareholders only have a case if they can prove executive behavior “involved fraud, intentional misconduct, an ultra vires act [outside the corporation’s legal authority], or a knowing violation of law.”

(“Texas is the reigning and undisputed champion for doing business in the United States of America,” Texas governor Greg Abbott said in a press release at the time. “Senate Bill 29 provides business decision makers the certainty that sound business judgments made in the best interest of shareholders will not be second-guessed by courts.”)

(Also, did I mention that I am not a lawyer?)

But can’t Alden keep raising their offer until Decherd is willing to cave? Theoretically, I guess? But practically, I don’t think so. Because Decherd’s ownership interest is mostly in Series B shares, his equity share of the company does not match his voting-power share. Before today, Alden’s higher offer would have netted Decherd only about $1 million more than Hearst’s. Now that Alden’s raised that offer, it’s around $1.5 million. Big money to you or me, but not to someone who had a custom-built 10,106-square-foot “mini-chateau” all the way back in 1989. The man is 74 and has made plenty of money; I don’t think there’s much reason to doubt him when he says he’ll never sell to Alden.

But can’t Trump veto pretty much any media merger? You saw what he just did to Paramount. Yes, what Trump did to Paramount — holding up its sale until the company paid $16 million to settle a bogus Trump lawsuit — was one of the most awful moments in recent American media history. But the weapon he used, Brendan Carr’s Federal Communications Commission, has jurisdiction over TV and radio licenses, not newspapers. A DallasNews deal would go through the Federal Trade Commission — a different federal agency Trump has been illegally skewing to his interests. But the FTC doesn’t have the power to singlehandedly stop a deal. The FTC could delay a deal, but in order to stop it, it would need to convince a federal judge to rule that it would substantially reduce competition — a much higher bar than “Tell Brendan I don’t like it.”

(For the record, I’m not aware of any particular reason Trump would much care about who owns The Dallas Morning News. But Alden honcho Randy Smith and his wife did give $100,000 to Trump’s fundraising committee in 2020, and they have given to a lot of GOP candidates and campaigns over the years, though probably short of what constitutes “megadonor” level by today’s standards. And among Smith’s many mansions, several sit not far from Mar-a-Lago in Palm Beach. And we’ve got plenty of evidence that waving a little money around can get Trump’s attention.)

Unless Trump takes a sudden interest, it looks like DallasNews has Texas law on its side and that its lawyers have done the necessary i-dotting and t-crossing to keep Alden out. The “regular” Series A shareholders will need to approve the Hearst deal, but I sincerely doubt they’d reject an offer that pays $15 a share. (DallasNews stock was trading at $4.39 the day before the Hearst deal was announced, and it would surely return to that level if shareholders killed it.) Check out the Schedule 14A it filed with the SEC on August 4, which includes a lengthy retelling of its responses to Alden, emphasizing the care taken to meet its obligations to shareholders. It also includes a fun dig:

…the Board recognized its ability to consider other factors under Texas law and additionally determined to reject the Alden Proposal because of its belief that, based on Alden’s history of acquiring and operating other newspapers across the United States, a sale to Alden or an affiliate of Alden would harm both the Company and the Dallas-Fort Worth and North Texas communities, as the Company would be unable to maintain the traditions of journalistic excellence that it has upheld over its 140-year history.

Here’s the full text of this morning’s Alden’s letter to DallasNews directors:

Dear Members of the Board of Directors,

On behalf of MNG Enterprises, Inc. and its affiliates (“MNG,” “we,” “us,” and “our”), we are pleased to submit an enhanced offer (the “Enhanced Proposal”) to acquire all of the issued and outstanding shares of Common Stock of DallasNews Corporation (“DallasNews”) that we do not already own for $17.50 per share in cash. Our Enhanced Proposal is $2.50 per share more than Hearst’s revised, yet inferior, offer of $15.00 per share, representing a whopping 16.7% premium to Hearst’s revised offer under the Agreement and Plan of Merger, dated as of July 9, 2025, among Hearst Media West, LLC (“Hearst”), DallasNews, and the other parties thereto, as amended on July 27, 2025 (the “Existing Agreement”).

Our Enhanced Proposal represents:

• a 299%+ premium to the undisturbed closing price of $4.39 per share on July 9, 2025;

• an 18.3% premium to the closing price of $14.80 per share on August 8, 2025; and

• a $1.00 per share increase over our initial offer of $16.50 per share submitted to DallasNews on July 22, 2025 (the “Original Proposal”).

We are perplexed by your refusal to have a single discussion with us in the weeks since our Original Proposal was submitted. Both our Original Proposal and Enhanced Proposal offer substantially more economic value to your shareholders, and – unlike Hearst – we are offering to continue publishing the beloved print edition of The Dallas Morning News. Our Enhanced Proposal is therefore better for DallasNews’ shareholders and the readers of The Dallas Morning News alike.

As important, despite your assertions to the contrary, Robert Decherd’s opposition to the Original Proposal does not prevent you from engaging with us. The Existing Agreement does not require that a competing proposal constitute a Superior Proposal in order to justify engagement. Rather, you can engage when a proposal is reasonably likely to lead to a Superior Proposal – as our proposals clearly have been since the beginning. That standard exists precisely because a third-party proposal, particularly one made without access to non-public information like ours, can only evolve through diligence, negotiation, and refinement. We remain confident that a constructive dialogue will address the concerns Mr. Decherd has raised and will result in a better outcome for DallasNews, The Dallas Morning News and its readers.

Our Original Proposal was clearly the best offer available to the shareholders to whom you owe a fiduciary duty (even in light of Hearst’s increased offer) and warranted good-faith engagement. Today, we are submitting this Enhanced Proposal to further demonstrate our commitment to a transaction between MNG and DallasNews. We have consistently indicated our belief that diligence could uncover additional value drivers that may support an even higher valuation than $16.50. Our Enhanced Proposal of $17.50 reflects that belief.

We are putting more money on the table because we believe in the Dallas Morning News. You should not summarily dismiss an offer that is clearly better for Dallas News’ shareholders and the readers of The Dallas Morning News alike.

Indeed, earlier this year, Sonoma Media Investments sold its portfolio of six newspapers to us rather than Hearst specifically because of confidence in our commitment to local journalism, saying:

“We wanted, and sought, an experienced owner with a proven track record of successfully running news operations in competitive markets for the benefit of the communities they serve…. MediaNews Group is run by a talented management team with decades of experience in local news, an important factor in our decision.”

Nowhere is quality journalism more important than at the local, community level. That’s why MNG manages our titles as a network of news groups and individual publications with autonomy bestowed on local leadership teams to make decisions based on what’s best for the unique communities they serve. We ensure maximum resources are available for newsrooms by maintaining centralized corporate teams that efficiently provide business and support services (such as product, technology, finance and human resources). Our local management teams have more freedom and flexibility to serve their local constituencies than newspapers operated by peers such as Hearst.

For decades, our leadership team has managed the acquisition of dozens of properties, many of which would no longer exist without our success at sustaining them. We have implemented an innovative and effective strategy focused on print and digital subscriptions as the primary focus of our business. While other newspaper groups abandon print to focus primarily on digital subscriptions, we remain committed to both platforms because of the continuing value that both provide to our readers.

We have tremendous respect for The Dallas Morning News and its nearly 140 years of excellence in journalism and service to the people of North Texas, as well as for its talented team of journalists. We welcome a discussion around the future operations of The Dallas Morning News in order to address Mr. Decherd’s concerns.

However, by not engaging with us, it is impossible for you to know whether that’s even possible, breaching any basic concept of a duty of care.

Our Enhanced Proposal remains a non-binding expression of interest only and does not constitute an offer capable of acceptance. We reserve the right to withdraw or modify this Enhanced Proposal at any time. This Enhanced Proposal (i) does not constitute a legally binding obligation, and, other than any confidentiality agreement that we may enter into in connection with further discussions of our Enhanced Proposal, there will be no legally binding agreement between us and DallasNews regarding this Enhanced Proposal or the potential transaction contemplated by this Enhanced Proposal, unless and until we enter into definitive documentation, (ii) is not intended to provide a basis for detrimental reliance or create any liability, whether arising in tort or at law, and (iii) is subject in all respects to the completion of our due diligence to our satisfaction in our sole discretion and the negotiation and execution of definitive documentation. Our Enhanced Proposal is not, and is not intended to be, a solicitation of a proxy or vote with respect to any securities of DallasNews or any other securities, or an offer to purchase or a solicitation of an offer to sell any securities of DallasNews or any other securities.

We are confident that our offer is best not just for DallasNews and The Dallas Morning News, but also for the people of North Texas, and we look forward to discussing further what we can provide to The Dallas Morning News and how we would ensure its future across platforms for its longtime, loyal audience, now and into the future. We are unique among newspaper owners and operators in that we have the scale and experience to ensure The Dallas Morning News continues to thrive for the benefit of your readers who depend on trusted local journalism to inform and enrich their lives.

We look forward to speaking with you.

Sincerely,

MNG ENTERPRISES, INC.

By: _______/s/ R. Joseph Fuchs_____________
Name: R. Joseph Fuchs
Title: Chairman of the Board of Directors

By: _______/s/ Guy Gilmore_______________
Name: Guy Gilmore
Title: Chief Operating Officer

Photo of the Dallas skyline reflected in the Trinity River via Adobe Stock.

1. It’s worth noting that Decherd could singlehandedly block an Alden deal, but he can’t singlehandedly make the Hearst deal happen. Series A shareholders must also vote in favor of that.