The Minneapolis Star Tribune was sold to a private equity firm late last year.
The Chicago Tribune is on the block right now.
Is Journal Communications looking to sell out? The Brawler has no idea, obviously. But he does know that the top execs of Journal Communications stand to make millions if the company does sell.
The company's latest proxy statement, published on March 21, notes that in January the company established "change in control" severance packages -- i.e. golden parachutes in case of a sale -- with its top executives.
From the proxy:
We have an employment agreement with Mr. Smith, dated February 8, 2005, as amended on January 29, 2007, which provides, among other things, that, in the event of his termination without cause or his resignation for good reason (as defined in the agreement), he will be entitled to receive certain compensation and benefits.
On January 29, 2007 we entered into change in control agreements with four of our executive officers, including Messrs. Bonaiuto and Kiel and Ms. Brenner, which provide certain severance benefits in the event the officer is terminated without cause or resigns for good reason within a period of two years after a change in control of the Company. We believe the best time to consider the appropriateness of change of control provisions is when a change of control is not imminent and before the lack of such a plan poses a risk to corporate policy effectiveness. It is natural, in the face of a pending change in control, for executives to be concerned and distracted by uncertainty as to their ongoing role in the organization after the transaction. We recognize the importance of reducing the risk that these personal concerns could influence executive officers considering strategic opportunities that may include a change of control of the company. We believe that the change in control agreements appropriately balance the cost to the company relative to potential damage from distraction or loss of key executives in connection with a potential change in control that could benefit our shareholders. (Brawler's bold)
Journal Communications employees may well have "personal concerns" in the event of a sale. But The Brawler thinks these executives will be able to get some shut eye with the payments they'll get. The following figures, from the proxy, reflect what the execs would have received if they had terminated employment on Dec. 31, 2006 due to a change in control.
Steven Smith, the CEO, would have received $5,437,010 in cash severance, vested retirement plans, benefit continuation and medical under the formula. The cash severance would have been $3,360,000.
Doug Kiel, president and CEO of Journal Broadcast, would have received $2,448,363 in cash, vested retirement plans, benefit continuation and retiree medical. Of that, $1,479,000 is cash.
CFO Paul Bonaiuto would have been in line for $1,219,270, including $825,300 in cash.
Elizabeth Brenner, COO of the publishing group, would have received $1,350,594, including $1,204,000 in cash.
And James Prather, EVP of TV and radio operations, would have received $240,821, none of it cash severance.
Here's a link to a link to the proxy, a DEF14A in SEC speak.
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