Wednesday, February 7, 2024

Paper-Based Journalism is Melting Away – January 2024 M&A Activity


The churn in newspaper ownership continues unabated. While some newspapers simply close up, there remains a robust market as local publications are scooped up by new players. As it has always been, newspaper ownership confers a certain position of power and influence on the owners. The allure of being the next William Randolph Hearst is still present, wielding sway over politics, art, and social norms. Billionaires and multi-millionaires are drawn to the newspaper business, despite the risk of financial failure and diminishment of their fortunes.

However, one overriding trend is clear, and that is that eventually time-sensitive news will not be printed. In each and every instance, the new owners understand and articulate the need to transition news from a print-based delivery mechanism to a digital online channel. They are buying printed newspapers as the vehicles to the future of news.

Print & Digital News Compete in Baltimore

The citizens of Baltimore are not yet sure what to make of the latest change at their beloved metro newspaper, The Baltimore Sun. Ownership of the paper’s parent company, Baltimore Sun Media, has flipped again, this time to local businessman David D. Smith. The new owner is the family scion and executive chairman of the Sinclair Broadcast Group, the second-largest owner of television stations in the United States, measured by number of stations owned. The Sinclair Broadcast Group issued a statement that Smith purchased the paper personally, and that the television and entertainment giant was not involved in the transaction to acquire the newspaper. Nonetheless, Smith suggested that future partnership opportunities and synergies between the TV stations and the newspapers were possible.

The ownership of the Baltimore Sun has bounced around for years, and for nearly four decades has not been owned locally. Smith’s purchase changes that. Not only will Baltimore’s newspaper now have local ownership, other Maryland papers, including those serving Annapolis and Towson, were included in the transaction.

Smith partnered with conservative commentator Armstrong Williams to purchase the company. Williams is an author of several books on race relations in America, is a syndicated columnist and hosts a nationally syndicated television program. Williams and Smith have worked together since 2013 on the purchase and sale of multiple television stations, and for a while Williams was principal owner of the largest African-American-owned group of televisions stations in the US. With headquarters in nearby Washington DC, Williams adds to the aura of local ownership conferred in the transaction.

Smith grew up in Baltimore, graduated from Baltimore City College, and has a track record of funding local good government measures aimed at corruption in Baltimore City. Despite his well-known interest in and support of conservative politics, Smith promised that they “have one job, to tell the truth, present the facts, period. That’s our job.” Co-owner Williams noted that “We just want to get back to journalism. We want to show that newspapers can work if you have the right partnership.” The paper’s publisher and editor-in-chief chimed in and expressed his hope that the new ownership will continue the Sun’s tradition of holding city government officials accountable via its investigative journalism, for which the paper has received multiple Pulitzer Prizes.

For those of us in the printing and paper-based industries, the most important aspect of the transaction may rest on Smith’s assertion that he plans to grow subscriptions and advertising for The Sun and the other publications by focusing on local and community news and by “boosting the use of video and social media and integrating technology in ways that other print media companies have been unable to do.” Backroom functions will continue to be provided by Alden’s Tribune Publishing company. No intent to acquire printing assets was mentioned.

Wealthy hotelier and Democratic politician, Stewart Bainum Jr., had previously attempted a conversion of The Baltimore Sun to the nonprofit model. Despite the commitment of $200 million of his own money, the effort failed. In response, he founded The Baltimore Banner, named after the famous star-spangled banner, the flag that flew over Baltimore’s Fort McHenry during the War of 1812 and which gave its name to our national anthem. The Baltimore Banner launched in 2022 with 42 journalists, with plans to eventually employ 100 full-time journalists. The Banner has hired some former Baltimore Sun journalists, as well as a former president of The Economist magazine. The Baltimore Banner is an all-digital publication, no printing or paper required.

Technology Company Acquires Print-Based Businesses

CherryRoad Media acquired the assets of Page 1 Printers*, a combination coldset web and full-color sheetfed printing company located in Slayton, Minnesota. The acquired company served the local newspaper, publication and general commercial print and mail markets. CherryRoad Media, based in Parsippany, New Jersey, was founded in 2020 with the mission to acquire, start-up, and build local news organizations with resident journalists in the communities it serves. Building its network of newspaper via acquisitions by the summer of 2023 to over 80 publications in 17 states, CherryRoad was primed to begin printing its own papers and acquired its first print operations with the purchase of Gannett’s printing operation in Hutchinson, Kansas. The acquisition of Page 1 Printers is the company’s second purchase of an existing print operation and supports CherryRoad’s interest in providing more print products, including color publications, to its network of newspapers.

CherryRoad Media is the newly-formed newspaper publishing division of the much larger CherryRoad Technologies. Founded in 1983 as an information technology company, CherryRoad Technologies is primarily focused on providing cloud-based information and communication services to local governments, public sector services including first responders, K-12 schools and higher education institutions, transportation systems, healthcare networks, as well as select private sector companies.

While certainly not eschewing print, as evidenced by the investment in two printing operations, the CherryRoad Media division clearly envisions that its added-value expertise in delivering digital technology to local organizations will be the connective tissue between the technology parent and the delivery of local news. As stated on its website, the company’s goal “is to bring secure, easily accessible, and affordable digital innovations to the communities where we work, live, and play.” Printed newspapers are the vehicle, digital transformation is the destination.

Alternative Ownership Models Link Print to Digital

Alternative models of ownership of local newspapers have emerged in tandem with the decline in revenues as advertising migrates to digital forms of communication. The Daily Iowan, the independent student newspaper owned by the University of Iowa, purchased two weekly local newspapers from Woodward Communications. The two papers, the Mount Vernon-Lisbon Sun and the Solon Economist, will now be operated under the auspices of the university’s School of Journalism and Mass Communication. With a combined total staff of only seven full-time employees, the acquired papers will get an assist from the more than 100 student journalists that work on The Daily Iowan serving the university’s student population.

Notably, the curriculum at the University of Iowa’s School of Journalism and Mass Communication is replete with courses about the business of media, ethical considerations in journalism, digital and gaming culture, video production, audio production, photography, newscast production, and narrative sports journalism, among other topics. But no courses are listed that focus on the delivery of news via the print medium. The two purchased local newspapers will continue to print weekly editions, and presumably will provide a link to the tradition of ink-on-paper as the next generation of journalists inexorably transition local news to digital media.

In addition to university ownership and partnerships, there are other trials underway in the effort to transform and save the integrity of local news reporting. Some are experiments at big-city papers, such as the switch to nonprofit status at The Salt Lake Tribune. Another alternate model is a sale to the National Trust for Local News, founded specifically to save local newspapers. (For more, see The Target Report: 116 Laps Around Fenway Park, Barefoot – July 2023.) In one model that has gained traction, local public broadcasting stations have acquired local papers, bringing their electronic media expertise to the local news business.

Impact on Printing and Paper Industries

The fate of the newspaper publishing business in Canada has been similar to the decline in the US and hit another failure point in January. Black Press Ltd. filed for creditor protection under the Canadian Bankruptcy and Insolvency Act, shortly thereafter filing for Chapter 15 protection in the US to secure its interests in Hawaii, Alaska, and Washington State. The company plans to restructure its debt and remain in business, publishing its newspapers while working through the insolvency proceedings. The company has lined up a buyer group that has made a stalking horse bid for the 94 newspapers it publishes in Canada, mostly in British Columbia, plus several titles in the US. In court documents, the company noted that it will be cutting costs by consolidation of its print operations.

Paper Excellence, the latest successor in a long line of owners of the Catalyst mill located in Crofton on Vancouver Island, has announced that the mill will indefinitely cease papermaking operations. In October, 2022, Paper Excellence announced the cessation of papermaking at this mill. Canadian federal government funding forestalled the shutdown, but after a two-year delay, it appears that the mill will now cease papermaking for the foreseeable future and operate only as a pulp mill. The machines at the Crofton mill primarily manufactured newspaper grades of paper.


* Graphic Arts Advisors, publisher of The Target Report, served as exclusive advisors to Page 1 Printers in this transaction.

   
2024 January - Mergers and Acquisitions in the Printing, Packaging, Paper & Related Industries

Deal Party #1
(Surviving Entity)
Pre-Deal
Revenue
(US$Mil)


Party #1 Address


Deal Party #2
Pre-Deal
Revenue
(US$Mil)


Party #2 Address
Date
Deal
Public
Deal
Value
(US$Mil)

Deal Structure
(Intermediary)


Notes
Link
The Daily Iowan No Data Iowa City, IA Mount Lisbon Sun (2 Titles)
(Prop. Woodward Communications)
No Data  Mount Vernon, IA 1/30/24 No Data Acquisition Community newspapers Link
Salem One
(Port co. Granite Creek Capital)
$38.6 Winston-Salem, NC  iTek No Data Concord, NC 1/22/24 No Data Acquisition Commercial printing Link
CherryRoad Media No Data Parsippany, NJ Page 1 Printers No Data Slayton, MN 1/22/24 No Data Acquisition
(Graphic Arts Advisors)
Publication printing Link
BindTech No Data Nashville, TN Eckhart & Co No Data Indianapolis, IN 1/18/24 No Data Acquisition Book binding & finishing Link
Sherburne Partners No Data New York, NY Digital Color Concepts No Data Mountainside NJ 1/17/24 No Data Acquisition Commercial printing Link
David D. Smith No Data Baltimore, MD Baltimore Sun Media
(Prop. Alden Global Capital)
No Data Baltimore, MD 1/16/24 No Data Acquisition Regional newspaper Link
Winbrook No Data Billerica, MA Brandmark Creative No Data Mashpee, MA 1/12/24 No Data Acquisition Managed print & promo Link
Thrive Screen Printing No Data Phoenix, AZ Night Owls Print Shop No Data Houston, TX 1/11/24 No Data Acquisition Screen printing apparel Link
Pressworks No Data Plain City, OH Post Printing No Data Mister, OH 1/10/24 No Data Acquisition Commercial printing Link
Max Solutions
(Port co. Jefferson Capital Partners)
No Data Bristol, PA Bellwyck Packaging No Data Toronto, ON 1/8/24 No Data Acquisition Folding cartons & labels Link
Digital Print Solutions No Data Richfield, OH Americas Print Show No Data Cleveland, OH 1/4/24 No Data Acquisition Printing industry trade show Link
Vivid Impact No Data Louisville, KY Impressions No Data Louisville, KY 1/3/24 No Data Acquisition Commercial printing Link
Mittera $572.4 Des Moines, IA Brooke Graphics No Data Elk Grove Village, IL 1/3/24 No Data Acquisition Dye sublimation printing Link
Crisp Imaging No Data Costa Mesa, CA DRSi / G&H Print No Data Bellevue, WA 1/3/24 No Data Acquisition Reprographics & wide format Link
Flywheel Brands No Data Hixson, TN Dynamic Decals / Bespoke Printing No Data Hixson, TN 1/3/24 No Data Acquisition Commercial printing & promo Link
Runbeck Election Services
(Port co. Black Mountain)
No Data Phoenix, AZ Global Mobile No Data Atlanta, GA 1/2/24 No Data Acquisition Voting software app Link

   
2024 January - Bankruptcy Filings in the Printing, Packaging, Paper & Related Industries



Filing Party

Date
Case
Filed
Pre-Petition
Revenue
(US$Mil)



Case #



Filing Party Address



Circuit



Region & City



Judge



Attorney for Debtor



Notes
Chapter 11 Filings:
Dusobox 1/29/24 No Data 24-00391 Orlando, FL 11th Middle FL
Orlando
Tiffany P. Geyer Michael A. Nardella Corrugated cartons & displays
Flawless Screen Printing, LLC 1/15/24 No Data 24-50019 Morgan City, LA 5th Western LA
Lafayette
John W. Kolwe Thomas St. Germain Screen printing apparel
Chapter 7 Filings:
Charis Books, LLC 1/29/24 No Data 24-10170 Abita Springs, LA 5th Eastern LA
New Orleans
Meredith S. Grabill Wayne M. Aufrecht Self-publishing book printer
Mail Print LLC 1/20/24 No Data 24-10280 Las Vegas, NV 9th Nevada
Las Vegas
Natalie M. Cox Guinness Ohazuruike Printing & copying
Chapter 15 Filings:
Black Press Ltd.  1/15/24 No Data 24-10044 Surrey, BC 3rd Delaware
Wilmington
Mary F. Walrath Stanley B. Tarr Newspaper publishing & printing

   
2024 January - Non-Bankruptcy Closures in the Printing, Packaging, Paper & Related Industries



Closed Company / Facility

Date of Closure
Pre-Closure
Revenue
(US$Mil)



Closing Address
Related Party Related Party
Address
Date Closure Public


Notes

Press
Releases
Paper Excellence - Papermaking operations Jan-24 No Data Crofton, BC Paper Excellence Group Richmond, BC 1/25/24 Papermaking mill Link
Quad/Graphics - Printing facility 5/4/24 No Data Saratoga Springs, NY Quad Graphics Sussex, WI  1/22/24 Magazine & catalog printing Link
Quad/Graphics - Mail processing facility 2/24/24 No Data Bolingbrook, IL Quad Graphics Sussex, WI  1/22/24 Mail processing & logistics Link

Sunday, January 7, 2024

Climb Another Peak? – December 2023 M&A Activity



Global M&A activity in 2023 fell approximately 20% compared to 2022, according to Bain & Co, a global business consulting firm. Within that larger context, deals completed in 2023 by private equity firms were off a whopping 35% from the level reached in 2022. Strategic deals, in which one operating company buys another operating company, were down 14%. The general consensus is that the primary culprit was higher interest rates which made deals more expensive to finance. Layer that higher funding cost on top of sellers’ expectations of a higher enterprise value driven by the past decade of low interest rates, and a value perception mismatch developed. That mismatch drove down the number of successfully completed M&A deals.

How Did Our Industry Measure Up?

To find out how the printing, packaging, and related industries fared in M&A terms for the 2023 calendar year, we updated our stats from our annual review which we publish each September that covers the trailing twelve months ended in August each year (See The Target Report Annual Review: 2023 M&A Activity). Our analysis revealed that the trend in deals in the printing, packaging, and related industries, measured by the number of transactions announced in 2023, very closely tracked the decline in overall global strategic transactional activity. M&A deals in our corner of the business world declined 14.3% from 2022, an almost spot-on match to global trends. Maybe we should not be surprised, as the same mismatch between buyer’s higher funding costs and sellers’ expansive value expectations was evident in the industries we follow and work in.

Several distinct, but closely related, trends became apparent to us at Graphic Arts Advisors as summer progressed into autumn. The following are our observations on the M&A market in the lower middle market for printing and packaging companies as we close out 2023.

What Happened #1 
 The End of Post-Covid Demand

The pent-up demand from the Covid shutdown was unleashed in 2022. The increase in demand impacted many sectors of the economy including printing, packaging, and related graphic communication companies. During the past year, we had the privilege to speak candidly with many owners who reported that their companies had enjoyed significant boosts to revenue in 2022, as compared to the prior year. Reported increases were often in the 20% to 25% range, and some even higher. When the disciplined expense management and reduced headcount that Covid made necessary met those higher revenues, profits at many companies soared.

As 2023 unfolded, the pent-up demand was satiated. Demand and production capacity are reasonably back in balance. With the benefits from the post-Covid demand bubble behind them, many companies struggled to repeat their 2022 financial performance. Nonetheless, after the heady days of 2022, some sellers had expectations of an unending upward growth curve. For many, as 2023 progressed, it became clear that the curve was flattening or turning downward. Unable to support an ongoing 20% growth story, some owners became disenchanted with their exit prospects and withdrew from the market.

What Happened #2 
 Supply Chain Equilibrium

The severe paper and substrate shortage of 2022 required intense management attention. Companies that were able to buy available stock did so and built up excessive levels of inventory. A label printing company we know leased an entire additional building to house the massive amount of additional pressure sensitive roll stock they had purchased. It got to the point in 2022 that companies in the US West and Southwest had purchased so much paper that skids were being stored outside. On visits to several companies, I saw parking lots full of paper, lightly covered with plastic wrap, an unthinkable practice on the rainy and snowy east coast that I call home.

Companies that managed to maintain sufficient inventory to keep the presses running enjoyed sudden pricing power that had been absent from the industry for decades. For a few months last year, I heard stories that reminded me of the good times I experienced as an owner of a commercial printing company in the 1990’s when customers without hesitation paid big premiums to rush preparation of proofs or extend press time availability. For some buyers last year, negotiating pricing was not their goal; if you had paper, you got your price.

As the supply of paper and other substrates normalized in 2023, market pricing discipline has returned, putting pressure on the top and bottom lines. For some companies that built up large inventories of paper at the peak of the shortage, the cost of working off high-priced inventory puts more downward pressure on margins. As a result, some owners decided it was better to withdraw from the market until revenue, profits, and inventory levels normalize.

What Happened #3 
 The Landing is Not Soft for Everyone

Over the past eight months, we have seen a noticeable uptick in companies that are experiencing financial challenges. Beginning in May 2023, the number of bankruptcies filed in our industry has notably increased, mostly in the commercial printing segment. The majority of those that declared bankruptcy filed for immediate liquidation under Chapter 7, rather than attempt to resurrect the company under a Chapter 11 proceeding.

In the packaging segment, some minor cracks have appeared. Although the segment remains very attractive to investors, there were several bankruptcy filings by companies in the corrugated carton and display business, indicative of some stress occurring in the fringes. One bankruptcy filed in 2023 was by a flexible packaging company, the first that we have noted in this segment for several years.

In addition, there has been an increase in the number of non-bankruptcy plant and company closures. The percentage of transactions that result in a tuck-in has also increased, which we believe is clearly indicative of overcapacity and softer market conditions. While not at the level to ring alarm bells, the trend is clear, an increasing number of companies are struggling.

It had to happen, and it is. Companies that survived due to the Covid stimulus payments are now running on empty. It is not a torrent, but our work assisting owners of companies experiencing financial challenges has increased significantly, and it appears that there will be more to come. (See The Target Report: Is a Soft Landing in Sight? – September 2023). If opportunities to acquire and tuck-in the business from challenged companies becomes more prevalent, that will negatively color buyers’ expectations of value.

What Happened 
#4  Climb Another Mountain

Add up all of the above and it makes perfect sense. Company owners that had reached peak performance, maybe their best ever, had a high number firmly planted in their mind. If they are subject to the trends enumerated above, a sinking feeling has set in that a sale of the company will not produce the number they were counting on, at least not now.

As with all endeavors, there is always another peak in the distance. Forced by market conditions to climb down from the euphoria of the top, there is another summit to conquer. Even at advanced age when retirement beckons, the lure of that higher number summons. Reinvestment ensues, another capex and debt cycle begin, and ultimately a new higher exit goal is set. Some will try to climb that next mountain without a refresh of the production equipment. Like the mountain climber who does not have the right gear for the mission, trouble looms. In the meantime, as some owners set their sights on that next peak, they decided to withdraw from the market.

Reset Expectations for 2024

The unique trends that impacted the market for M&A transactions in 2023 all led to a value perception mismatch between sellers and buyers, depressing the number of completed transactions.

In addition to the trends of the moment, some trends are timeless and inexorable. Owners will age out and some will not have a next generation family member eager to take over. Technology will progress and equipment will become obsolete. Presses will wear out. Content will continue to be digitized and delivered electronically. Macro-economic conditions will bear down on or push up all businesses, but not evenly.

Sellers will continue to perceive the value of their companies at the top end of what is possible within their particular segment of the industry, and buyers will maintain their disciplined approach to valuation. Nonetheless, enough owners will decide that they have climbed their last hill and are ready to exit ownership. Even in a slower market that was down 14.3% year over year, 85.7% completed a transaction.
   
2023 December - Mergers and Acquisitions in the Printing, Packaging, Paper & Related Industries

Deal Party #1
(Surviving Entity)
Pre-Deal
Revenue
(US$Mil)


Party #1 Address


Deal Party #2
Pre-Deal
Revenue
(US$Mil)


Party #2 Address
Date
Deal
Public
Deal
Value
(US$Mil)

Deal Structure
(Intermediary)


Notes
Link
CorrPak Group No Data Zeeland, MI Westpack Packaging Solutions No Data Muskegon, MI 12/21/23 $0.8 363 Sale in Ch. 11 Corrugated boxes & fillers Link
Sentinel Capital Partners No Data New York, NY Online Labels Group
(Port co. Tenex Capital Mngt.)
No Data Sanford, FL 12/19/23 No Data Acquisition Label printing Link
Monotype Imaging Holdings No Data Woburn, MA Colophon Foundry No Data London, UK 12/19/23 No Data Acquisition Type foundry (fonts) Link
Panther Premier Print Solutions No Data Sioux Falls, SD Advertising Arts No Data Sioux Falls, SD 12/18/23 No Data Acquisition Screen & wide format printing Link
EP Graphics $28.2 Berne, IN Democrat Printing & Litho No Data Little Rock, AR 12/18/23 No Data Acquisition Publication & catalog printing Link
Allied Printing Services No Data Manchester, CT XL Color No Data Bloomfield, CT 12/17/23 No Data Acquisition Wide-format printing Link
Müller Martini Group No Data Zogingen
Switzerland
Hunkeler Group  No Data Wikon, Switzerland 12/6/23 No Data Acquisition Finishing equipment Link
Spectra Systems $22.0 Providence, RI Cartor Security Printers $20.5 Wolverhampton,
UK
12/4/23 $19.0 Acquisition Security document printing Link
Sonoco $6,820 Hartsville, SC Inapel Embalagens $7,300 Sao Paulo, Brazil 12/1/23 No Data Acquisition Flexible packaging Link


2023 December - Bankruptcy Filings in the Printing, Packaging, Paper & Related Industries



Filing Party

Date
Case
Filed
Pre-Petition
Revenue
(US$Mil)



Case #



Filing Party Address



Circuit



Region & City



Judge



Attorney for Debtor



Notes
Chapter 11 Filings:
No Chapter 11 Filings Found this Month --- --- --- --- --- --- --- --- ---
Chapter 7 Filings:
McClelland Press, Inc. 12/16/23 No Data 23-12062 Alexandria, VA 4th Eastern VA
Alexandria
Klinette H. Kindred Sean E. Underwood Commercial printing
Dothan Printing & Lithographing, Inc. 12/4/23 No Data 23-11347 Dothan, AL 11th Middle AL
Dothan
Christopher L. Hawkins Cameron A. Metcalf Commercial printing

  
2023 December - Non-Bankruptcy Closures in the Printing, Packaging, Paper & Related Industries



Closed Company / Facility

Date of Closure
Pre-Closure
Revenue
(US$Mil)



Closing Address
Related Party Related Party
Address
Date Closure Public


Notes

Press
Releases
Catapult ME Feb-24 No Data Minneapolis, MN None N/A Dec-23 Commercial printing Link