journal register company - 2 - declaration of william higginson in support
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)In re: ) Chapter 11
)JOURNAL REGISTER COMPANY, et al.,1 ) Case No. 12-13774 (___)
)Debtors. ) (Joint Administration Requested)
)
DECLARATION OF WILLIAM J. HIGGINSON IN SUPPORT OF DEBTORSCHAPTER 11 PETITIONS AND FIRST DAY MOTIONS
I, William J. Higginson, hereby deposes and says:
1. I am the Executive Vice President of Operations of Journal Register Company(JRC), a company organized under the laws of the State of Delaware and one of the
above-captioned debtors and debtors in possession (collectively, the Debtors). In this capacity,
I am familiar with the Debtors day-to-day operations, businesses, financial affairs, and books
and records.
2. On the date hereof (the Petition Date), JRC and 28 of its direct and indirectsubsidiaries each filed a voluntary petition for relief under chapter 11 of title 11 of the United
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administration of these chapter 11 cases pursuant to Rule 1015(b) of the Federal Rules of
Bankruptcy Procedure (the Bankruptcy Rules).
3. I submit this declaration (this First Day Declaration) pursuant to Rule 1007 ofthe Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 1007-2 of the
Local Bankruptcy Rules for the Southern District of New York (the Local Rules) to (i)
provide an overview of the Debtors and these chapter 11 cases (ii) support the Debtors chapter
11 petition and first day motions (each, a First Day Motion, and collectively, the First Day
Motions)2 and (iii) to provide certain information required by Local Rule 1007-2. Except as
otherwise indicated herein, all facts set forth in this First Day Declaration are based upon my
personal knowledge of the Debtors operations and finances, information learned from my
review of relevant documents, information supplied to me by other members of the Debtors
management and the Debtors advisors, or my opinion based on my experience, knowledge, and
information concerning the Debtors operations and financial condition. I am authorized to
submit this First Day Declaration on behalf of the Debtors, and, if called upon to testify, I could
and would testify competently to the facts set forth herein.
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the Debtors products were predominantly print products. The Debtors digital and print titles are
geographically clustered around Greater Philadelphia; Greater Detroit; Connecticut; Greater
Cleveland; and the Capital Saratoga and Mid-Hudson regions of New York State providing its
advertising customers with comprehensive, multi-media solutions, and its online and print
customers with comprehensive local and regional news coverage. The Debtors newspapers are
characterized by their intense focus on the coverage of local news and local sports. The Debtors
manage their newspapers to best serve the needs of their local readers and advertisers. The
editorial content of their newspapers is tailored to the specific interests of each local community
served and includes coverage of local youth, high school, college and professional sports, as well
as local business, politics, entertainment and culture.
5. The Debtors pursue a strategy which leverages the power of their print brands todrive both digital audience and revenue on the media platforms of the customers choice while
preserving and enhancing the Debtors print products.
6. The Debtors print products are geographically clustered. This clustering strategycreates significant synergies, efficiencies, and cost savings for their print products within each
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audience and revenue on the media platforms of the customers choice while preserving and
enhancing the Debtors print products.
8. On February 21, 2009, JRC and its then-existing wholly owned subsidiaries eachfiled a voluntary petition to reorganize under chapter 11 of the United States Bankruptcy Code in
the Southern District of New York. Upon consummation of their bankruptcy reorganization plan,
the Debtors implemented a significant change in their balance sheet whereby certain of their
outstanding secured and unsecured obligations were compromised and discharged, and new
equity in certain of the reorganized entities was issued to certain of their lenders. JRC emerged
from the chapter 11 proceedings in August 2009.
9. As of the Petition Date, the Debtors employ approximately 1,832 full-time and525 part-time employees, or approximately 2,107 full-time equivalents. This reflects a decrease
of 25.1 percent from 2009 full-time equivalents. Approximately 23 percent of the Debtors
employees are employed under collective bargaining agreements. As of the Petition Date, the
Debtors own 41 properties and are the tenants under leases of 34 properties.
10. JRC, the direct or indirect parent of all of the Debtors, leases and occupies a
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example, on their website, the Debtors list only two addresses as their location, to wit: 5
Hanover and 790 Township Line Road, 3rd Floor, Yardley, Pennsylvania 19067.
11. Moreover, many of the Debtors key stakeholders are located or have a presencein Manhattane.g. the Alden Lenders and Wells Fargo, the Debtors largest secured creditors,
both have a significant location in Manhattan. Finally, as discussed above, the Debtors prior
chapter 11 cases were administered in the Southern District of New York in 2009, which led to
confirmation of chapter 11 plans by this Court and consummation of such plans thereafter. In
those cases, the Southern District of New York proved to be an appropriate and convenient
venue for the Debtors and all of their stakeholders, and the Debtors believe that it will continue
to be a convenient venue for these cases. Finally, several of the Debtors are incorporated in New
York and have several key assets located in New York State and a significant presence
throughout New York (including four daily and ten nondaily publications in New York, with
over 37,100 paid subscribers and free distribution to 88,000).
B. Newspaper and Digital Operations12. The Debtors digital presence consists of 237 individual websites, 38 smartphone
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Newspapers, a group of 18 non-daily publications serving Montgomery County; Berks-Mont
Newspapers, a group of five non-daily publications serving Berks and Montgomery counties;
Intercounty Media Group, two publications serving Bucks County, PA and southern New Jersey.
Also, in New Jersey, the Debtors own The Trentonian (Trenton), a daily newspaper operation
focusing on news in New Jerseys capital and its surrounding communities.
14. The Debtors also own two commercial printing companies in Pennsylvania:Nittany Valley Offset in State College, Pennsylvania and InterPrint in Bristol, Pennsylvania. JRC
owns and operates an inter-company printing facility, Journal Register Offset in Exton, PA,
which prints 43 of the Debtors publications in addition to printing for nonaffiliated customers.
The Debtors six Greater Philadelphia daily newspapers have aggregate daily circulation of
125,029 and aggregate Sunday circulation of approximately 119,676. The aggregate non-daily
distribution in the Greater Philadelphia Cluster is approximately 222,890.
15. Each of the Debtors titles in the Greater Philadelphia area has a significant digitalpresence as well as regional online titles such as www.allaroundphilly.com serving the Greater
Philadelphia Area. Content and sales resources and expenses are shared effectively and
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Morning Star Group serving Grand Traverse, Benzie, Alpena and Kalkaska counties; and the
Heritage Newspapers Group serving Wayne and Monroe counties. The aggregate circulation of
the daily newspapers is approximately 127,697 daily and approximately 165,802 Sunday
circulation. The non-daily publications have an aggregate distribution of approximately 671,375.
Each of the Debtors publications in the Michigan area has a significant digital presence as well.
Content and sales resources and expenses are shared effectively and efficiently between the print
and digital titles.
17. In Connecticut, the Debtors own The New Haven Register, a small metropolitandaily newspaper with circulation of approximately 54,630 and Sunday circulation of
approximately 84,169, two suburban daily newspapers and 29 suburban non-daily publications.
Other suburban daily newspapers in the Connecticut Cluster are The Register Citizen
(Torrington) and The Middletown Press (Middletown). These two daily newspapers and The
New Haven Register have aggregate daily circulation of approximately 65,352 and
approximately 95,596 Sunday circulation. The non-daily publications have an aggregate
distribution of approximately 612,918. Included in the non-daily publications is Connecticut
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18. The Debtors own two Cleveland, Ohio area daily newspaper operations, TheNews Herald(Willoughby) and The Morning Journal (Lorain). The aggregate daily circulation
of the Cleveland area newspapers is approximately 54,355 and aggregate Sunday circulation of
the Cleveland area newspapers is approximately 58,514. The three non-daily publications in the
Greater Cleveland cluster have aggregate distribution of approximately 87,850. Each of the
Debtors titles in Cleveland has a significant digital presence as well. Content and sales resources
and expenses are shared effectively and efficiently between the print and digital titles.
19. The Debtors own three daily and eight non-daily publications in the Capital-Saratoga Region of New York. The Debtors daily publications in this area include The Record
(Troy), The Saratogian (Saratoga Springs), The Oneida Daily Dispatch (Oneida), and eight non-
daily publications including the weekly Community News, serving Clifton Park. The daily
newspapers have aggregate daily circulation of approximately 22,858 and aggregate Sunday
circulation of approximately 16,877. The non-daily publications in this cluster have total
distribution of approximately 80,161.
20. The Debtors own one daily newspaper in the Mid-Hudson Region of New York,
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C. Revenues.22.
Given the Debtors make-up of local and regional print and online titles,
substantially all advertising revenues are derived from a diverse group of local retailers and
classified advertisers rather than national and major account advertising. Historically, local
advertisers had fewer effective advertising vehicles from which to choose. In recent years, the
Debtors have experienced declining total advertising revenues due to the growing digital outlets
available to advertisers and general economic conditions. The newspaper industry, including the
Debtors, have experienced: declining print readership and circulation; declining print advertising
revenues due to alternative media platform choices for customers and advertisers; ongoing
margin pressure; and an ongoing free cash flow decline as print media pricing adapts to a more
digitally-oriented and highly-competitive marketplace. In response to these industry wide
challenges, the Debtors launched a strategy that leveraged the power of their print brands to drive
both digital audience and revenue on the media platforms of the customers choice while
preserving and enhancing the Debtors print products.
23. In an effort to directly combat recent advertising trends, the Debtors realigned
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national) and size of digital audience. In fiscal year 2011, local and regional display advertising
accounted for the largest share of the Debtors advertising revenues (approximately 34.4
percent), followed by classified advertising (approximately 28.4 percent), preprints
(approximately 19.3 percent), digital advertising (approximately 15.3 percent) and national
advertising (approximately 2.6 percent). The Debtors advertising revenues are not reliant upon
any one company or industry, but rather are supported by a variety of companies and industries,
including financial institutions, telecom, realtors, car dealerships, grocery stores, universities,
hospitals and many other local businesses.
24. The Debtors circulation revenues are derived from home delivery sales ofpublications to subscribers and single-copy sales made through retailers and vending racks as
well as sponsored copies. Circulation from continuing operations accounted for approximately
29.2 percent of the Debtors total revenues in fiscal year 2011. Approximately 67.6 percent of
fiscal year 2011 circulation newspaper revenues were derived from subscription sales, which
provide readers with the convenience of home delivery, and are an important component of the
Debtors circulation base. Single-copy rates range from $0.50 to $1.00 per daily copy and $1.50
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and non-daily distribution of approximately 1.7 million-most of which is distributed free of
charge.
D. The Debtors Prepetition Organizational Structure.25. In June 2011, certain affiliates of Alden Global Capital Limited (Alden)
completed a purchase of the outstanding stock of JRC for $10.00 a share3. The stock of JRC is
currently held by Alden Global Distressed Opportunities Master Fund, L.P. and Alden Global
Value Recovery Master Fund, L.P. The chart attached hereto as Annex A depicts the Debtors
organizational structure as of the Petition Date.
E. The Debtors Prepetition Capital Structure.26. As of the Petition Date, the Debtors have outstanding debt obligations in the
aggregate principal amount of approximately $162,300,000, consisting primarily of secured debt
incurred in connection with the 2009 exit financing arrangements as the Debtors emerged from
bankruptcy. The Debtors primary debt obligations are set forth in three separate agreements
(a) that certain Loan and Security Agreement (the Revolving Loan Agreement); (b) that certain
Term Loan Agreement (Tranche A) (the Tranche A Loan Agreement) and (c) that certain
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not to exceed $13,000,000. The obligations under the Revolving Loan Agreement are secured by
all assets of the Debtors, as set forth in the Revolving Loan Agreement. Pursuant to that
Intercreditor Agreement, dated as of August 7, 2009 (the Intercreditor Agreement), with
respect to (i) newsprint inventory, accounts receivables, deposit accounts, general intangibles to
the extent related to inventory, accounts receivable, deposit accounts and the real estate collateral
described in clause (ii), and related assets, subject to certain exceptions as set forth in the
Revolving Loan Agreement and (ii) some real estate collateral (the Revolving Loan Agreement
Collateral), the liens securing the obligations under the Revolving Loan Agreement are senior in
priority, operation and effect to those securing the obligations under the Tranche A Loan
Agreement and the Tranche B Loan Agreement. With respect to other collateral, the Revolving
Loan Agreement liens are junior to the Tranche A liens and senior to the Tranche B liens. As of
the Petition Date, $10,057,921 of principal amount is outstanding and $3.2 million in letters of
credit is outstanding under the Revolving Loan Agreement. Currently, there are events of default
existing under the Revolving Loan Agreement.
(ii) Tranche A Loan Agreement.
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Intercreditor Agreement, with respect to the Revolving Loan Agreement Collateral, the liens
securing the obligations under the Tranche A Loan Agreement are junior in priority, operation
and effect to the liens securing the obligations under the Revolving Loan Agreement. The
Tranche A liens are senior to the Revolving Loan Agreement liens with respect to other
collateral, and are senior to the Tranche B liens with respect to all collateral.
29. Pursuant to the Tranche A 2011 Amendment, Alden Global DistressedOpportunities Master Fund, L.P. and Alden Global Value Recovery Master Fund, L.P. (the
Alden Lenders), made additional loans in the amount of $104,214,695.39 and the Debtors
prepaid the then-existing Tranche A loan obligations (other than those held by the Alden
Lenders) such that the Alden Lenders are now the only remaining lenders under the Tranche A
Loan Agreement. As of the Petition Date, approximately $112.3 million in principal balance
remains outstanding under the Tranche A Loan Agreement. As of the Petition Date, there were
outstanding Event of Defaults under the Tranche A Loan Agreement and a cross-default with the
Revolving Loan Agreement.
(iii) Tranche B Loan Agreement.
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to the liens securing the obligations under both (i) the Revolving Loan Agreement and (ii) the
Tranche A Loan Agreement.
31. Pursuant to an amendment to the Tranche B Loan Agreement executed in June2011, the Alden Lenders made additional loans in the amount of $40,470,142.35 and the Debtors
prepaid the then-existing Tranche B loan obligations (other than those held by the Alden
Lenders) such that the Alden Lenders are now the only remaining lenders under the Tranche B
Loan Agreement. As of the Petition Date, approximately $40,000,000 in principal balance
remains outstanding under the Tranche B Loan Agreement. As of the Petition Date, there was an
outstanding Event of Default under the Tranche B Loan Agreement, a cross default due to the
defaults under the Revolving Loan Agreement and the Tranche A Loan Agreement.
II. Events Leading to These Chapter 11 Cases.32. Since the beginning of 2010, the Debtors have focused on a strategy of growing
and investing in its digital businesses while maintaining as much value as possible from a
declining print business. It is expected that by year end 2012, overall annual operating costs
will have been reduced by $27.0 million, after taking into account $12.8 million in additional
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declines of 4-8 percent. However, the actual industry decline for Full Year 2011 was above that
range at 9.2 percent. Industry print decline projections for 2012 ranged from 4-8 percent, and in
the first quarter of 2012, revenues are 8.2 percent lower than the first quarter of 2011, according
to the Newspaper Association of America (the NAA). In total, print advertising from 2009 to
2011 has declined approximately 17% for the newspaper industry, according to the NAA, while
the Debtors print advertising has declined 19%. As print advertising revenues represented
56.7% of the Debtors total revenues for 2011, these declines have had a significant impact on
the Debtors financial results.
34. In addition to the decline in print advertising revenue, the Debtors have beenseverely negatively impacted by costs relating to their legacy operations. The Debtors have
substantial lease, tax, trade and pension obligations, which have grown approximately 52% since
2009, relating to their legacy operations that, together with servicing their debt, leave the Debtors
in a position in which their projected cash flow is insufficient to meet their ongoing obligations.
35. The Debtors intend to implement a prompt sale of substantially all of their assetssubject to a public auction process. Currently, an affiliate of Alden has provided purchase terms
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Lenders and Wells Fargo) have consented to the proposed sale process and, in fact, the sale will
have a significant positive impact on the balance sheet and businesses currently operated by the
Debtors because the Alden Lenders, as stalking horse bidder and holder of the largest secured
debt liability, will be credit bidding its debt in exchange for the assets. After the sale, the
businesses will not be burdened with the extensive secured and other debt and the costs of the
Debtors legacy operations, which will make such businesses currently better able to compete
and to weather the current stresses in the industry.
III. Evidentiary Support for First Day Motions.4
36. Concurrently with the filing of the their chapter 11 petitions, the Debtors havefiled a number of First Day Motions seeking relief that the Debtors believe is necessary to enable
them to operate with minimal disruption and loss of productivity. The Debtors request that the
relief requested in each of the First Day Motions be granted as critical elements in ensuring a
smooth transition into, and stabilizing and facilitating the Debtors operations during the
pendency of, these chapter 11 cases. I have reviewed each of the First Day Motions discussed
below, and the facts set forth in each First Day Motion are true and correct to the best of my
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cases under the case number assigned to Journal Register Company and that their chapter 11
cases be administered under a consolidated caption.
38. The Debtors also request that an entry be made on the docket of the JournalRegister Company chapter 11 case that is substantially similar to the following:
An order has been entered in accordance with Rule 1015(b) of theFederal Rules of Bankruptcy Procedure directing joint
administration of the chapter 11 cases of Journal RegisterCompany, Digital First Media Inc., Register Company, Inc.,Chanry Communications Ltd., Pennysaver Home DistributionCorp., All Home Distribution Inc., JR East Holdings, LLC, JournalRegister East, Inc., Journal Company, Inc., JRC Media, Inc.,Orange Coast Publishing Co., St. Louis Sun Publishing Co.,Middletown Acquisition Corp., JiUS, Inc., Journal RegisterSupply, Inc., Northeast Publishing Company, Inc., Hometown
Newspapers, Inc., The Goodson Holding Company, AcmeNewspapers, Inc., 21st Century Newspapers, Inc., Morning StarPublishing Company, Heritage Network Incorporated, IndependentNewspapers, Inc., Voice Communications Corp., Great LakesMedia, Inc., Up North Publications, Inc., Greater DetroitNewspaper Network, Inc., Great Northern Publishing, Inc., andSaginaw Area Newspapers, Inc. All further pleadings and otherpapers shall be filed in, and all further docket entries shall be made
in, Case No. 12-_________ (____).
39. The Debtors also seek authority to file the monthly operating reports required by
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Accordingly, on behalf of the Debtors, I respectfully submit that the Joint Administration Motion
should be approved.
B. Debtors Motion for an Order Authorizing the Debtors to (A) Prepare a List
of Creditors in Lieu of a Formatted Mailing Matrix, (B) File a Consolidated
List of the Debtors 50 Largest Unsecured Creditors and (C) Mail Initial
Notices
41. By this motion (the Consolidation Motion), the Debtors seek entry of theProposed Order authorizing the Debtors to (a) prepare a consolidated list of creditors in the
format or formats currently maintained in the ordinary course of business in lieu of submitting
any required mailing matrix, (b) file a consolidated list of the Debtors 50 largest unsecured
creditors, and (c) mail initial notices through the Proposed Claims and Noticing Agent.
42. I have reviewed the Consolidation Motion and verify that the facts set forththerein are accurate, and I believe the relief requested in the Consolidation Motion is in the best
interest of the Debtors estates, their creditors, and all other parties in interest, and will enable the
Debtors to continue to operate their businesses in chapter 11 without disruption. Accordingly, on
behalf of the Debtors, I respectfully submit that the Consolidation Motion should be approved.
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44. I have reviewed the Extension Motion and verify that the facts set forth thereinare accurate, and I believe the relief requested in the Extension Motion is in the best interest of
the Debtors estates, their creditors, and all other parties in interest, and will enable the Debtors
to continue to operate their businesses in chapter 11 without disruption. Accordingly, on behalf
of the Debtors, I respectfully submit that the Extension should be approved.
2. OPERATIONAL MOTIONS
A. Debtors Motion for Entry of Interim and Final Orders Pursuant to 11
U.S.C. 105, 361, 362, 363, 364 and 507 and Rules 2002, 4001 and 9014 of
the Federal Rules of Bankruptcy Procedure (I) Authorizing the Debtors to
Incur Postpetition Secured Indebtedness with Priority over Existing Secured
Indebtedness and with Administrative Superpriority, (II) Granting Liens,
(III) Authorizing the Debtors to Use Cash Collateral Pursuant to 11 U.S.C.
363 and Providing for Adequate Protection, (IV) Modifying Automatic Stayand (V) Scheduling a Final Hearing
45. By this motion (the DIP Motion), the Debtors seek entry of the Interim andFinal Orders, inter alia:
(a) under Bankruptcy Code Sections 363 and 364, authorizing them to obtain
postpetition financing consisting of a revolving credit and letter of credit facility and a
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(b) authorizing the Debtors to enter into and approving the Ratification Agreement
and the other DIP Financing Agreements;
(c) under Bankruptcy Code Section 364(c)(1), and subject to the Carve Out, granting
superpriority claim status to the claims of the DIP Lender under the DIP Financing
Agreements;
(d) under Bankruptcy Code Sections 364(c)(2), (c)(3) and (d), as security for the
repayment of the borrowings and other obligations arising under the DIP Credit
Agreement, authorizing the Debtors to grant to Wells Fargo, as DIP lender under the DIP
Credit Agreement, priming security interests in and liens upon the Collateral, subject to
the Carve Out and specified priority liens;
(e) under Bankruptcy Code Sections 361, 363(c)(2) and 363(e), authorizing the
consensual use by the Debtors in accordance with the Budget of the Prepetition
Collateral, including the Cash Collateral, and to provide adequate protection with respect
to any diminution in the value of the Prepetition Collateral;
(f) under Bankruptcy Code Section 362, modifying the automatic stay to the extent
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entry of the Final Order authorizing the Debtors to borrow the balance of the DIP Credit
Facility on a final basis.
46. I have reviewed the DIP Motion and verify that the facts set forth therein areaccurate, and I believe the relief requested in the DIP Motion is in the best interest of the
Debtors estates, their creditors, and all other parties in interest, and will enable the Debtors to
continue to operate their businesses in chapter 11 without disruption. Accordingly, on behalf of
the Debtors, I respectfully submit that the DIP Motion should be approved.
B. Motion for Entry of Interim and Final Orders (A) Authorizing, but not
Directing, the Debtors to Pay Certain Pre-Petition Wages, Compensation and
Employee Benefits and Continue Payment of Wages, Compensation and
Employee Benefits in the Ordinary Course of Business; and (B) Authorizing
and Directing Applicable Banks and Other Financial Institutions to Processand Pay All Checks Presented for Payment and to Honor All Funds Transfer
Requests Made by the Debtors Relating to the Foregoing
47. By this motion (the Employee Wage Motion), the Debtors seek entry of interimand final orders (i) authorizing (but not directing) them to pay, in their sole discretion, the pre-
petition Employee Obligations as described in the Employee Wage Motion and all costs incident
thereto; (ii) authorizing (but not directing) the Debtors to continue to honor their practices,
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transfers to the extent that such checks or transfers relate to any of the foregoing. This Motion is
intended only to permit the Debtors, in their discretion, to make payments consistent with those
pre-petition policies to the extent that, without the benefit of an order approving this Motion,
such payments would be inconsistent with the Bankruptcy Code.
48. Preservation of the value of the estates depends upon a stable work force. Thus,any significant number of Employee departures or deterioration in morale at this time will
substantially and adversely impact the Debtors business and result in immediate and irreparable
harm to the estates and their creditors. There is a real, immediate risk that if the Debtors are not
authorized to continue to satisfy Employee Obligations in the ordinary course, Employees would
no longer support and maintain the operations of the Debtors, thereby crippling the Debtors
business operations and instantly destroying the prospects of realizing maximum value for the
Debtors assets. Consequently, it is critical that the Debtors continue, in their ordinary course,
personnel policies, programs and procedures that were in effect prior to the Petition Date, except
as otherwise set forth in the Employee Wage Motion, for all of their Employees.
49. I have reviewed the Employee Wage Motion and verify that the facts set forth
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50. By this motion (the Insurance Motion), the Debtors seek entry of interim andfinal orders authorizing them, to maintain the Insurance Policies, as defined in the Insurance
Motion and to make certain premium, deductible and other payments in their discretion with
respect to the Insurance Policies, on an uninterrupted basis, in accordance with the Debtors
prepetition practices, including with respect to Insurance Policies that will expire by their terms
in the early weeks of these chapter 11 cases.
51. In connection with the operation of their respective businesses, the Debtorsmaintain various insurance programs, including those providing coverage for liability related to
workers compensation, property damage, automobile use and directors and officers through
different insurance carriers. Continued maintenance of the Insurance Policies serves to preserve
the value of the Debtors estates. The nonpayment of any premiums, deductibles, or related fees
in connection with the Debtors obligations in connection with the Insurance Policies could
result in one or more of the Insurance Carriers cancelling an existing policy and/or declining to
renew their insurance policies. If the Debtors insurance is allowed to lapse, the Debtors could
be exposed to substantial liability for damages resulting to persons and property of the Debtors
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continue to operate their businesses in chapter 11 without disruption. Accordingly, on behalf of
the Debtors, I respectfully submit that the Insurance Motion should be approved.
D. Debtors Motion for Entry of an Interim and Final Order Authorizing the
Debtors to Continue to Honor Customer Programs in the Ordinary Course
of Business
53. By this motion (the Customer Programs Motion), the Debtors seek the entry ofinterim and final orders authorizing them to temporarily continue the Customer Programs in the
ordinary course of business. In the ordinary course of business and as is customary in the
newspaper industry, the Debtors engage in certain activities to develop and sustain a positive
reputation and relationship with their customers, advertisers and vendors to effectively promote
their newspapers and online presence. To that end, the Debtors have implemented various
customer programs and policies designed to ensure customer satisfaction, increase sales,
maintain customer loyalty, improve profitability, and generate goodwill for the Debtors and their
products.
53. The Customer Programs, which include, among others, reimbursements related toprepaid advertising and subscriptions, and adjustments for advertising and billing errors, are
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Accordingly, on behalf of the Debtors, I respectfully submit that the Customer Program Motion
should be approved.
E. Debtors Motion for Entry of an Interim and Final Order (A) Authorizing
the Debtors to (I) Continue Use of Existing Cash Management System, Bank
Accounts and Business Forms and (II) Authorizing Debtors to Open New
Debtors-in-Possession Accounts, and (B) Extending the Debtors Time to
Comply With Section 345(b) of the Bankruptcy Code
54.
By this motion (the Cash Management Motion), the Debtors seek entry of
interim and final orders authorizing them to: (a) continue to use their Cash Management System,
Bank Accounts and business forms, (b) treat the Bank Accounts for all purposes as accounts of
the Debtors as debtors-in-possession; (c) if appropriate, open new debtor-in-possession accounts
and/or close any existing accounts, provided that the Debtors give prior notice to the Office of
the United States Trustee for the Southern District of New York and any official committees
appointed in these chapter 11 cases; and (d) use, in their present form, all correspondence and
business forms (including, without limitation, letterhead, purchase orders and invoices), and
documents related to the Bank Accounts, existing immediately before the Petition Date, without
reference to their status as debtors-in-possession.
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frequency required by a Taxing Authority is generally dependent upon the level of sales volume
within that Taxing Authoritys jurisdiction.
59. The Debtors also incur use taxes. The Debtors liability for Use Taxes arisesfrom purchases of fixed assets, supplies or signage without sales tax.
60. The Debtors traditionally remit Sales Taxes and Use Taxes by mailing physicalchecks or ACH electronic transfers. As of the Petition Date, the Debtors estimate that
approximately $20,000 in Sales Taxes and Use Taxes relating to the prepetition period will be
due and owing to the Taxing Authorities in the ordinary course of business. The Debtors seek
authority to pay all prepetition obligations in respect of the Taxes owed to the Taxing
Authorities, as further set forth in the Proposed Interim Order. The Debtors estimate that
payments made pursuant to the relief requested herein will not exceed $20,000. In addition, to
the extent that any checks, drafts, deposits or transfers issued or initiated by the Debtors on
account of Taxes have not cleared as of the Petition Date, the Debtors also seek an order
directing banks and other financial institutions to honor and process such payments.
61. I have reviewed the Tax Motion and verify that the facts set forth therein are
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business, the prepetition claims of shippers and lien claimants; and (B) have financial institutions
honor and pay all related checks and transfers; provided, however, that within 21 days after the
Petition Date, the Debtors will only pay the Claims described below to the extent the Debtors
determine, in the exercise of their business judgment, that such payment is necessary to avoid
immediate and irreparable harm to the Debtors; provided, further, that in no event shall the
Debtors pay any Claims described herein before such amounts are due and payable.
63. The Debtors operations necessarily depend on an extensive shipping anddistribution network as they move newspapers and Products to and from their printing,
processing and distribution centers to customers, both large and small, in the markets in which
they operate. The Debtors operations rely on common carriers for reliable and timely transport
and delivery of date sensitive pre-printed advertising materials to be inserted into the Debtors
daily and Sunday newspapers. As such, the Debtors business necessitates the coordination of,
and reliance upon the Shippers.
64. In the aggregate, the Debtors operate a combined fleet of more than 195 vans,trucks and other delivery vehicles to deliver the Products throughout their key markets.
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67. The Debtors accordingly must maintain a reliable and efficient supply anddistribution network during the pendency of these chapter 11 cases. If the Debtors facilities do
not receive delivery of products and newspapers when scheduled, and the Debtors customers are
unable to receive Products, the Debtors operations will be severely and adversely affected, and
production may even be stopped. As a result, the Debtors may suffer, at a minimum, a
significant loss of credibility and customer goodwill as well as revenue, thereby causing
substantial and potentially irreparable harm to their businesses and the value of their estates.
68. At any given time, and from time to time, the Debtors engage approximately fourShippers to ensure a smoothly functioning delivery network. As of the Petition Date, the
Debtors estimate that the Shipper Claims total no more than $16,000, collectively, and other
similarly situated potential Lien Claimants
69. The Debtors will, in their discretion, attempt to condition any payment on accountof a Claim on the written acknowledgment from the applicable Shipper or Lien Claimant that it
will continue to provide its services to the Debtors on trade terms that, at a minimum, such
Shipper or Lien Claimant provided to the Debtors in the six months prior to the Petition Date, or
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71. The Debtors business operations and reorganization efforts depend on a reliableand efficient supply and distribution network. Because the Debtors rely on third parties for the
delivery of goods to their customers, it is essential that their bankruptcy cases not provide a
reason or excuse for any such party to cease timely provision of its services. If the Debtors are
unable to produce their Products, or if the Debtors customers are unable to receive such
Products on a timely and uninterrupted basis, the Debtors will likely suffer a significant loss of
revenue and market share, thereby causing irreparable harm to their businesses and the value of
their estates.
72. I have reviewed the Shippers Motion and verify that the facts set forth therein areaccurate, and I believe the relief requested in the Shippers Motion is in the best interest of the
Debtors estates, their creditors, and all other parties in interest, and will enable the Debtors to
continue to operate their businesses in chapter 11 without disruption. Accordingly, on behalf of
the Debtors, I respectfully submit that the Shippers Motion should be approved.
3. RETENTION APPLICATIONS
A. Application For an Order Appointing American Legal Claim Services, LLC
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selection through a competitive process. Moreover, the Debtors submit, based on all engagement
proposals obtained and reviewed, that ALCSs rates are competitive and reasonable given
ALCSs quality of services and expertise. The terms of retention are set forth in the Engagement
Agreement annexed to the ALCS Application; provided, however, that ALCS is seeking
approval solely of the terms and provisions as set forth in the ALCS Application and the
proposed order attached hereto.
74. Although the Debtors have not yet filed their schedules of assets and liabilities,they anticipate that there will be thousands of entities to be noticed. In view of the number of
anticipated claimants and the status of the Debtors businesses, the Debtors submit that the
appointment of a claims and noticing agent is both necessary and in the best interests of both the
Debtors estates and their creditors.
75. By appointing ALCS as the Agent in these cases, the distribution of notices andthe processing of claims will be expedited, and the clerks office will be relieved of the
administrative burden of processing what may be a large number of claims.
76. I have reviewed the ALCS Application and verify that the facts set forth therein
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Specifically, these exhibits contain the following information with respect to the Debtors on a
consolidated basis), unless otherwise noted:5
Pursuant to Local Bankruptcy Rule 1007-2(a)(3), Exhibit A heretoprovides the names and addresses of the members of, and attorneysfor, any committee organized prior to the order for relief in thechapter 11 cases, and a brief description of the circumstancessurrounding the formation of the committee and the date offormation.
Pursuant to Local Bankruptcy Rule 1007-2(a)(4), Exhibit B heretoprovides the following information with respect to each of theholders of the Debtors 50 largest unsecured claims, excluding theclaims of insiders: the creditors name; the address (including thenumber, street, apartment, or suite number, and zip code, if notincluded in the post office); the telephone number; the name(s) ofperson(s) familiar with the Debtors account; the nature and
approximate amount of the claim; and an indication of whether theclaim is contingent, unliquidated, disputed, or partially secured.
Pursuant to Local Bankruptcy Rule 1007-2(a)(5), Exhibit C heretoprovides the following information with respect to each of theholders of the five largest secured claims against the Debtors: thecreditors name; address (including street number, street,apartment or suite number, and zip code, if not included in the post
office address); the amount of the claim; a brief description of theclaim; an estimate of the value of the collateral securing the claim;and an indication of whether the claim or lien is disputed at the
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Pursuant to Local Bankruptcy Rule 1007-2(a)(8), Exhibit F heretoprovides the following information with respect to any property inpossession or custody of any custodian, public officer, mortgagee,pledge, assignee or rents, or secured creditors, or agent for suchentity: the name; address; and telephone of such entity and thecourt in which any proceeding relating thereto is pending.
Pursuant to Local Bankruptcy Rule 1007-2(a)(9) Exhibit G heretoprovides a list of the property comprising the premises owned,leased, or held under other arrangement from which the Debtorsoperate their business.
Pursuant to Local Bankruptcy Rule 1007-2(a)(10) Exhibit Hhereto sets forth the location of the Debtors substantial assets, thelocation of their books and records, and the nature, location, andvalue of any assets held by the Debtors outside the territorial limitsof the U.S.
Pursuant to Local Bankruptcy Rule 1007-2(a)(11), Exhibit Ihereto provides a list of the nature and present status of each actionor proceeding, pending or threatened, against the debtors or theirproperty where a judgment or seizure of their property may beimminent.
Pursuant to Local Bankruptcy Rule 1007-2(a)(12), Exhibit Jhereto sets forth a list of the names of the individuals whocomprise the Debtors existing senior management, their tenure
with the Debtors, and a brief summary of their relevantresponsibilities and experience.
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EXHIBIT A
Committees Organized Prior to Order for Relief
No ad hoc committees of creditors were formed prior to the Petition Date.
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EXHIBIT B
50 Largest Unsecured Claims
Rank Name of creditor Name, telephone number and complete
mailing address, including zip code, of
employee, agent, or department of
creditor familiar with claim who may be
contacted
Nature of claim
(trade debt,
bank loan,
government
contract, etc.)
Indicate if
claim is
contingent,
unliquidated,
disputed or
subject to
setoff1
Amount of
claim
1 State of Connecticut p. (860) 808-5150attn: Dennis S. Mondell55 Elm Street, P.O. Box 120Hartford, CT 06141
Tax ClaimSettlement
$4,339,349.25
2 Journal RegisterCompany RetirementPlan Trust
p.f.e.attn:BNY Mellon Asset Servicing135 Santilli HighwayEverett, MA 02149
PensionContribution
$3,200,000.00
3 Kruger Inc. p. (203) 364-1687f. (514) 343-3126e. [email protected]. Box 71455Chicago, IL 60694-1455
Trade $402,709.22
4 Affinity Express, Inc p. (847) 930-3200f.e.Department 4397
Carol Stream, IL 60122-4397
Trade $300,091.33
5 White Birch PaperCompany
p. (203) 661-3344f.e
Trade $261,213.50
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8 Xpedx p. (888) 863-9769 (888) 973-3978f.e.
PO Box 644520Pittsburgh, PA 15264-4520
Trade $110,718.87
9 Carey,Kramer,Pettit,Panichelli & Assoc.
p. (610) 341-0200f. (610) 341-0260e.PO Box 824435Philadelphia, PA 19182-4435
Rent $107,542.92
10 CDW Direct LLC p. (800) 800-4239f. (847) 465-6800e. [email protected]: Credit200 N MilwaukeeVernon, IL 60061
Trade $104,671.79
11 City of MountClemens-Treas
p. (586) 469-6818 ext. 1f. (586)-469-7603e. [email protected] Crocker BlvdMount Clemens, MI 48043-2525
Utility $96,632.19
12 Sun Chemical A
Division of US Ink C
p. (973) 404-6000
f. (973)-404-6001e.PO Box 2193Carol Stream, IL 60132-2193
Trade $86,269.45
13 Montgomery,Mccracken, Walker&Rhoads, Llp
p. (215) 772-1500f. (215) 772-7620e. [email protected] South BroadPhiladelphia, PA 19109-1099
Legal $77,032.53
14 Flint Group NorthAmerican Corporat
p. (734) 781-4600f. (734) 781-4699e.1455 Paysphere Circle
Trade $73,834.94
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18 XO CommunicationsServices
p. 703-547-2000f.e.
14239 Collections CenterChicago, IL 60693
Utility $52,182.90
19 Southern LithoplateInc
p.f. 919-554-0786e. [email protected] Box 741887Atlanta, GA 30374-1887
Trade $51,040.00
20 G.E. Richards GraphicSupply
p. 717.898.3151f.e. [email protected] Box 339Landisville, PA 17538
Trade $50,563.09
21 Jams Media, LLC p. 810-245-9343f. 810-245-9375e. [email protected] Enterprise DriveDavisburg, MI 48350
Trade $50,155.36
22 Keilhauer p. 800-724-5665f. 416-759-5723
e.Dept CH 17170Palatine, IL 60055-7170
Trade $46,760.87
23 AGFA Corp p. 800.540.2432f. 201.440.6794e.PO Box 2123Carol Stream, IL 60132-2123
Trade $41,862.30
24 United Illuminating
Co.
p. 800-442-5004
f. 203-499-2411e.Attn: Jim PiergrossiPO Box 9230
Utility $41,619.32
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28 Ouky Property, LLC p.f.e.
13704 Ironwood DrShelby Twp, MI 48315
Rent $30,125.00
29 Legacy.com Inc p. (847) 864-4497f. 888-397-3366e.820 Davis Street #210Evanston, IL 60201
Trade $28,970.90
30 Gabriels TechnologySolutions
p. 212-741-0700 x115f.e. [email protected] Broadway FL 28New York, NY 10001-3721
Trade $28,350.00
31 Competitive MediaReporting LLC
p.f.e. [email protected] BOX 7247-9301
Philadelphia, PA 19170-9301
Trade $28,305.00
32 The Lane Press, Inc. p. 800-733-3740
f. 802-264-1485e.P.O. Box 130
Burlington, VT 05402-0130
Trade $27,753.92
33 Accountemps p. 215.568.4580f. 215.564.1968e. [email protected] Half
12400 CollectioChicago, IL 60693
Trade $26,570.10
34 Email Predict LLC p. 212.627.3439f 212 208 4374
Consulting $25,605.67
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48 The Post-Standard p. 315-470-0011f.e. [email protected]
PO Box 4915Syracuse, NY 13221
Trade $18,143.51
49 Salesforce.com, Inc p. 800-667-6389f.e.PO Box 203141Dallas, TX 75320-3141
Trade $17,850.00
50 Minute Men, Inc. p. (877) 873-8856f.e. [email protected]
PO Box 715237
Columbus, OH 43271-5237
Trade $17,368.81
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EXHIBIT C
Holders of Five Largest Secured Claims against the Debtors
Creditor Address Amount Nature of
Interest
Collateral C/U/D
1. AldenLenders
885 ThirdAvenue, 34thFloorNew York,NY 10022
$152,300,000.00 Secured loanin connection
with TermLoan A and
Term Loan BDebt
All assets ofJournalRegister
Companyand its
affiliates
Undisputed
2. WellsFargo,
NationalAssociation
100 ParkAvenue, NYNY 10017
$13,232,921.00 Secured loanin connection
withRevolving
Loan
Agreementand relatedLetter ofCredit
All assets ofJournalRegister
Companyand its
affiliates
Undisputed
3. TaxCollector,Milford
Connecticut
70 WestRiver Street,Milford, CT
06460
$195.46 Tax Lien Allmachinery,
furniture andequipment
owned byJournalRegister
Undisputed
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EXHIBIT D
JOURNAL REGISTER COMPANY and SUBSIDIARIES
SUMMARY OF DEBTORS' ASSETS AND LIABILITIES
(unaudited)
July 29, December 25,
(in thousands, except share data) 2012 2011
Assets
Current assets:
Cash and cash equivalents$
1,530$2,766
Accounts receivable, net of allowance for doubtful accounts 24,412 29,107
Inventories2,715 3,834
Deferred income taxes - current 2,946 2,946
Other current assets5,628 5,583
Total current assets 37,231 44,236
Property, plant and equipment, net of accumulated depreciation 103,202 105,998
Goodwill 49,026 49,026
Other intangibles, net 36,218 39,758
O h 9 370 8 280
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Total current liabilities 66,418 58,929
Bank debt - noncurrent 141,856 148,637
Tax settlement liability - noncurrent 1,780 3,441
Capital lease obligations - noncurrent 644 841
Deferred income taxes 8,772 8,796
Accrued retiree benefits and other liabilities 49,125 51,542
Total liabilities 268,595 272,186
Stockholders' equity (deficit)
Preferred stock - 10,000,000 shares authorized, none issued and outstanding - -
Common Stock - Class A, $0.01 par value, 10,000,000 shares authorized,1,890,294 shares issued and outstanding 19 19
Common stock - Class B, $0.01 par value, 10,000,000 shares authorized,3,563,106 shares issued and outstanding 36 36
Additional paid-in capital84,577 84,577
Accumulated deficit (107,430) (98,802)
Accumulated other comprehensive (loss), net of income taxes (10,750) (10,718)
Net stockholders' deficit (33,548) (24,888)
Total liabilities and stockholders' deficit$
235 047$247 298
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EXHIBIT E
Publicly Held Securities
Pursuant to Local Rule 1007-2(a)(7), the following lists the number and classes of shares of
stock, debentures, and other securities of the Debtors that are publicly held and the number of
holders thereof. The Securities held by the Debtors directors and officers are listed separately.
None.
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EXHIBIT F
Debtors Property Not in the Debtors Possession
Pursuant to Local Rule 1007-2(a)(8), the following lists the Debtors property in thepossession or custody of any custodian, public officer, mortgagee, pledge, assignee of rents, orsecured creditor, or agent for any such entity.
Certain of the Debtors landlords and utilities hold security deposits during the term oftheir leases. Certain third parties may hold prepayments on account of services performed for theDebtors.
Location
Name/Use
Lease Exec
Status
Building
Address
Lease
Expiration
Date
Security Deposit
Amount USD Security Deposit Note
Foothills Media- Torrington Original
59 Field StreetTorrington CT $6,630
ConnecticutMagazine Renewed
43 WoodlandStreetHartford CT 7/31/2013 $676.50
TT has deposited with LL,the amount of $676.50 (onemonths rent) as Security
Deposit, which amount shallbe increased as the AnnualFixed Rent increases. Uponexpiration, LL shall returnthe deposit to TT, providedTT has fully carried out all ofits obligations. (Lease, p. 2,sec. I); (Lease, p. 31, sec.XIII)
New HavenRegister Original
40 SargentDriveNew Haven CT 12/31/2016 Silent
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Location
Name/Use
Lease Exec
Status
Building
Address
Lease
Expiration
Date
Security Deposit
Amount USD Security Deposit Note
Oakland Press -Circ(Warehouse) Relocated
1824 Star-BattDriveRochester MI 2/14/2013 $1,530
The parties agree that TT'sinterest in any previoussecurity deposit for any spacepresently of formerly leasedbetween the parties or theirpredecessors is transferred to1824 Star Batt Drive and1890 Star Batt Drive to beused as security per the termsof the Security Provision as
set out in Lease Form006.14M dated 01/14/1991,between the LL and the TTthen operating under the legalname the "Oakland PressCompany, a MichiganCorporation". (Modificationto the First Lease ExtensionAgreement, p. 3, sec. 7)
Morning Star -Straight AreaStar MTM
222 N. MainStreetCheboygan MI 12/31/2008 Silent
Morning Star -Leader Bldg MTM
318 N. CedarKalkaska MI 7/23/2009 Silent
Upon execution of the Lease,TT to provide a SecurityDeposit in an amount of$16,053.88 as security for the
performance of theobligations of TT under theLease. If LL uses all or anyportion of the Security
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Location
Name/Use
Lease Exec
Status
Building
Address
Lease
Expiration
Date
Security Deposit
Amount USD Security Deposit Note
INI MacombDaily - MtClemens Original
200 MacombDaily DriveMt ClemensMI 1/31/2013 $4,500.00
TT to pay LL, $4,500.00 asSD, the SD to be returned atthe end of the Lease Termwithout interest unless TThas defaulted under thesecurity and optionagreements signed on thesame date as the date. If TTdefaults under the lease or thesecurity and option
agreements, the SD may beused to pay any costs ordamages, direct orcontingent, of the LL underthe agreements. (Lease, sec.4)
INI MacombDaily - Mt
Clemens Original
100 MacombDaily DriveMt Clemens
MI 3/31/2014 $0.00 SilentMorning Star -Mt Pleasant Original
711 W. PickardMt Pleasant MI 9/30/2015 $0.00 Silent
TT to deposit with LL,$4,083.33 as SD for theperformance of TT'sobligations under the Lease.The security deposit shall bemaintained in an interestbearing account on behalf ofTT and shall be returned tothe TT, with interest within10 business days following
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Location
Name/Use
Lease Exec
Status
Building
Address
Lease
Expiration
Date
Security Deposit
Amount USD Security Deposit Note
INI MacombDaily -Roseville(Warehouse) Renewed
16177Common RoadRoseville MI 8/31/2013 $5,200.00
Upon execution, TT todeposit LL the sum of$5,200.00 as SecurityDeposit for the performanceof TT's obligation under theLease, including thesurrender of possession of LPto LL. If LL applies any partof the deposit to cure anydefault of TT, TT on demand
deposit with LL the amountso applied so that LL shallhave the full deposit on handat all times during the term ofthe Lease. (Lease, p. 5, sec.17) Note: AssumedExpiration Date as SecurityDeposit Return Date.
HeritageNewspapers -Southgate Renewed
One HeritagePlaceSouthgate MI 10/31/2012 $27,957.00
Upon execution of the First
Addendum, TT to pay LL,$34,000.00 as SD andeffective 11/1/2004, suchdeposit shall be reduced to$27,957.00. At theexpiration, LL to refund suchdeposit, without interest toTT. (2nd Addendum, sec. 8);(1st Addendum, p. 7, sec.14); (Lease, p. 1, sec. 1(k));(Lease, p. 4, sec. 6)
Oakland Press -Circ
8174 GoldieWalled Lake
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Location
Name/Use
Lease Exec
Status
Building
Address
Lease
Expiration
Date
Security Deposit
Amount USD Security Deposit Note
SharedFinancialServices, LLC MTM
1115 E.WhitcombAvenueMadisonHeights MI 2/29/2012 $4,459
Lease (Sec 29, Pg 10) - LLshall return security depositwithin 60 days of the end ofthe Lease.
Morning Star -West Branch MTM
420/422 WestHoughtonAvenueWest BranchMI 6/30/2010 $0.00 Silent
Morning Star -Alpena MTM
431 RipleyBlvd.Alpena MI 12/31/2010 $1,250.00
Upon execution, TT todeposit with LL, $1,250.00as SD for the performance ofTT's obligations under theLease, which to be returnedat the end of the Lease Termwithout interest. If TTdefaults, then LL may applyany portion of the Deposit for
the payment of any rent orother charge, which amountto be restored to LL within10 days after demand.(Lease, p. 1, sec. 1(i));(Lease, p. 12, sec. 30)
HeritageNewspapers MTM
26395NorthlineCommerceTaylor MI 5/31/2012 $0.00 (Lease, p. 4, sec. 29)
Upon execution, TT to payLL, the sum of one month'sbase rent as security for the
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Location
Name/Use
Lease Exec
Status
Building
Address
Lease
Expiration
Date
Security Deposit
Amount USD Security Deposit Note
Saratogian Original
20 LakeAvenueSaratogaSprings NY 6/30/2015 Silent
Phoenixville -Morgantown Renewed
150 MoreviewBlvdMorgantownPA 9/30/2017 Silent
AcmeNewspapers Original
311 EastLancaster
AvenueArdmore PA $0.00
DelawareCounty DailyTimes Original
500 MildredAvenuePrimos PA 12/31/2016 Silent
Berks - MontNewspapers MTM
12 S. 4th StreetHamburg PA 6/30/2011 $1,000.00
TT to pay $1,000.00 as SD.(Lease, Basic LeaseProvisions, sec. 9)
Intercounty Original
32-34 S MainStreetMedford NJ 12/31/2012 $2,625.00
Upon execution, TT to
deposit LL, $2,625.00 as SD.LL to give prior notice to TT,to use the SD or any part of itduring the term, on demand,TT to pay LL, the amountused. Within 30 days afterthe expiration, LL to repayany balance (without interest)of SD to TT. (Lease, p. 2,
sec. Security); (Lease, p. 3,sec. 4(a)); (Lease, p. 3, sec.5)
JRC
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EXHIBIT G
Debtors Premises
Pursuant to Local Rule 1007-2(a)(9), the following lists the premises owned, leased, or
held under other arrangement from which the Debtors operate their businesses.
Owned Real Property:
Owner Property Name Address
1. The Goodson Holding Company InterPrint 2100 Frost RoadBristol, PA 19007
2. Journal Register East, Inc. Journal Register Offset 390 EagleviewBoulevard
Exton, PA 19341
3. Journal Register East, Inc. Montgomery Newspapers 290 Commerce DriveFort Washington, PA19034
4. The Goodson Holding Company(formerly owned by LRPA, LLC)
The Reporter 307 Derstine AvenueLansdale, PA 19446
5. Journal Register East, Inc. (formerlyowned by Times Herald Publishing
Company, LLC)
The Times Herald 410 Markley Street
Norristown, PA
19404
6. The Goodson Holding Company The Mercury 24 North HanoverStreet Pottstown, PA
19464
7. Journal Register East, Inc. Town Talk 1914 Parker Avenue
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Owner Property Name Address
12. The Goodson Holding Company The Review 6220 Ridge Avenue
Philadelphia, PA
19128
13. Journal Register East, Inc. The Bristol Press 99 Main StreetBristol, CT 06010
14. Journal Register East, Inc. The Herald One Herald SquareNew Britain, CT
06051
15. Journal Register East, Inc. The Register Citizen 190 Water Street
Torrington, CT06790
16. Journal Register East, Inc. Foothills Trader 187 Church StreetTorrington, CT
06790
17. Journal Register East, Inc. Imprint Printing 97 Defco Park Road
North Haven, CT
0647318. Independent Newspapers, Inc. INI / Macomb Production
Facility
35110 Garfield Road
Clinton Township,MI 48035
19. Independent Newspapers, Inc. INI Gas Station 16715-16851 15
Mile Road
Clinton Township,
MI 4803520. Independent Newspapers, Inc. INI Mt. Clemens Lot lot # 50-55-593-041-
20 (97 Macomb
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Owner Property Name Address
26. Morning Star Publishing Company Morning Star - The
Citizen
206 North Bridge
Street
Bellaire, MI 49615
27. Morning Star Publishing Company Morning Star - CitizensJournal
112 East State StreetMancelona, MI
49659
28. Morning Star Publishing Company Morning Star - Alma
Buyers Guide
311 East Superior
Street
Alma, MI 48801
29. Morning Star Publishing Company Morning Star - Gaylordwarehouse
1001 DickersonRoad
Gaylord, MI 49734
30. Morning Star Publishing Company Morning Star - Gladwin
Buyers Guide
317 West Cedar
Avenue
Gladwin, MI 48624
31. Morning Star Publishing Company Morning Star St. Johns
Buyers Guide
109 West Higham
StreetSt. Johns, MI 48879
32. Morning Star Publishing Company Morning Star - warehouse 301 West Steel StreetSt. Johns, MI 48879
33. Morning Star Publishing Company Morning Star - Huron
Postal
129 E. North Street
Tawas, MI 48764
34. Northeast Publishing Company, Inc. Morning Journal 1657 Broadway
Lorain, OH 4405235. Northeast Publishing Company, Inc. The News Herald 7085 Mentor Avenue
Willoughby OH
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Owner Property Name Address
41. Northeast Publishing Company, Inc.
(formerly owned by Capitol City
Publishing Company, LLC)
Trentonian Garage 39 Escher Street
Trenton, NJ 08618
Leased Real Property:
Lessor Lessee Date of Lease Address1. Main Street Market,
LLCMiddletownAcquisition
Corp.
November 16,2007
386 Main Street 4th
FlMiddletown, CT 06457
(Separate Leases for
Space and Parking)
2. 40 Sargent Drive LLC JournalRegister East,
Inc.
December 22,
2011
40 Sargent Drive
New Haven CT 06511
3. Gothic HoldingCompany LLC
CTMAcquisitions,LLC
March 23, 1990, asamended July 20,1995, as further
amended
November 11,2000, as further
amended
December 5, 2005,
and as furtheramended August 3,
2010
43 Woodland StreetHartford, CT 06105
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Lessor Lessee Date of Lease Address
10. Anfrec LLC 21st Century
Newspapers,
Inc.
Effective
September 1, 2009
200 Macomb Daily
Drive
Mt. Clemens, MI 4803411. Gary T Hellebuyck 21st Century
Newspapers,
Inc.
October 27, 2005,
as amended
September 25,
2009
48075 Van Dyke
Utica, MI 48316
12. Leone Construction IndependentNewspapers,
Inc.
June 16, 2000, asamended
September 18,
2009
51620 Milano, Suite BMacomb Twp., MI
48042
13. West Common Assoc
LLC
Independent
Newspapers,Inc.
June 22, 2005, as
extended October5, 2009
16177 Common Road
Roseville, MI 48063
14. Blue Water Land
Development
Independent
Newspapers,
Inc.
July 1, 2000, as
extended June 3,
2005, as extendedNovember 12,
2009
51180 Bedford Street
New Baltimore, MI
48047
15. Star Batt Development Oakland Press January 14, 2001,
as amended
1824 Star-Batt Drive
Rochester, MI 48309
16. Commerce Property
LLC
Oakland Press February 23, 2006,
as extendedSeptember 25,
2009
8174 Goldie
Walled Lake, MI, 48390
17. James Guinn 21st CenturyNewspapers,
Inc
April 1, 2008, asextended
December 10
10525 Enterprise Dr,Ste D
Davisburg MI 48350
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Lessor Lessee Date of Lease Address
22. CMR Investments LP Morning Star
Publishing
Company
August 1, 2000, as
amended March
31, 2003, as furtheramended August
14, 2009
711 W Pickard
Mt. Pleasant, MI 48858
23. United-Way
Cheboygan
Morning Star
PublishingCompany
Month to month 222 North Main Street
Cheboygan, MI 49721
24. Union Street
Investments
Morning Star
Publishing
Company
Month to month 410 S Union Street
Traverse City, MI
4968425. Ari-El Enterprises Inc Heritage
Newspapers
March 22, 2002, as
amendedSeptember 22,
2003, as further
amended
December 9, 2004,as further amended
August 24, 2005,
and as furtheramended June 5,
2009
One Heritage, Suite 100
& 150Southgate, MI 48195
26. Rea Investments No 1LLC
HeritageNetwork
Incorporated
June 1, 2004, asextended May 12,
2009, as further
extended October5, 2009,
26395 NorthlineCommerce, Suite 600-
601
Taylor, MI 48180
27. 190 East Maple LLC Greater Detroit May 31, 2007 190-194 E. Maple Road
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Lessor Lessee Date of Lease Address
32. Stony Hill Office
Development II, LP
Journal
Register
Company
December 7, 2005,
as amended
August 1, 2006
790 Township Line
Road
Yardley, PA 1906733. B&E Property
Management, Ltd.
Tri County
Record
October 1, 2012 150 Moreview Blvd
Route 23
Morgantown, PA 19453
34. 500 Mildred Ave LLC Journal
Register East,Inc.
December 22,
2011
500 Mildred Avenue
Primos PA 19018
35. 311 East Lancaster,
LLC
Journal
Register East,Inc.
December 22,
2011
311 East Lancaster Ave
Ardmore, PA 19003
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EXHIBIT H
Pursuant to Local Rule 1007-2(a)(10), the following lists the location of the Debtors substantial
assets, books and records, and nature, location, and value of any assets held by the Debtorsoutside the United States.
Location of Debtors Substantial Assets
The Debtors operate in multiple states, but the substantial assets are located in New York and
Pennsylvania at the addresses below:
5 Hanover Square25th Floor
New York, NY 10005
790 Township Line Road, Third Floor
Yardley, PA 19067
Location of the Debtors Books and Records:
790 Township Line Road, Third FloorYardley, PA 19067
Debtors Assets Outside of the United States
The Debtors hold no assets outside of the United States.
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EXHIBIT I
Summary of Actions or Proceedings Pending Against the Debtors1
Property Name of Matter
Date
Notified Type of Case Description/Status
1. Daily Local orJournalRegister East,Inc.
DeCesare, Jason 6/28/2012 CopyrightInfringement
Delaware County Timesreceived via facsimile a coverletter from attorney, J. ConorCorcoran with a copy of a
complaint filed againstdefendant for copyrightinfringement. DELCO used aphoto taken by Plaintiff in anarticle published 2/22/10 prior toPlaintiff's copyright registration.Plaintiff demands $30,000 tosettle. Settlement agreementsigned 8/15/12 for $10,000.Payment due to PlaintiffSeptember 15, 2012.
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Property Name of Matter
Date
Notified Type of Case Description/Status
2. Daily Local or
JournalRegister East,Inc.
Childs, Joan 11/10/2011 Employment
PracticeLiability
Plaintiff filed Complaint on 11-
10-11 and filed her FirstAmended Complaint on on 6-19-12. The AmendedComplaint alleges two counts ofage discrimination and twocounts of retaliation under theAge Discrimination inEmployment Act, 29 U.S.C. 621, et seq., and the
Pennsylvania Human RelationsAct, 43 P.S. 955(a), et seq.Plaintiff alleges that she wasterminated on 4-11-11 as part ofa reduction in force on the basisof her age, and then not hired fortwo open positions with JournalRegister East, Inc. due to herage, while younger candidateswere hired. Plaintiff also allegesthat the decision not to hirePlaintiff following hertermination was in retaliation forher filing a Charge ofDiscrimination with the EEOCon June 7, 2011. Documentdiscovery is completed, anddepositions of Plaintiff and twocompany employees have been
completed. Two additionalcompany employees arescheduled to be deposed and a
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Property Name of Matter
Date
Notified Type of Case Description/Status
3. Delaware
County Timesor TheGoodsonHoldingCompany
Schneller, James 3/28/2011 Publisher's
Liability
This defamation suit was
originally filed pre-petition anddischarged in a priorbankruptcy. Claimant re-filedand court currently has strickenthis action due to failure to payfiling fee. Court denied motionfor reconsideration by Schnellerand dismissed with prejudice.Expect Schneller to appeal.
Fennigham, Stevens &Dempster LLP filed motion 3-15-12 to dismiss Plaintiff'sAmended Complaint. Schnellerfiled 2nd Amended Complaint.Judge granted DefendantsPreliminary Objectionsdismissing 2nd AmendedComplaint. On 7-27-12Schneller filed a Rule 9011Motion for Sanction and aMotion for Reconsideration withbankruptcy court. Willkie Farrto respond. On 7-31-12Schneller filed Motion forReconsideration in DelawareCourt of Common Pleas.Delaware Court issued order8/16/12 denying Schnellers
motion for reconsideration.Awaiting judges decision inNew York court Schneller
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Property Name of Matter
Date
Notified Type of Case Description/Status
5. Kingston
DailyFreeman orJournalRegister East,Inc.
Mercer, Arthur 8/3/11 Publishers
Liability
Arthur Mercer, currently
incarcerated for drug charges,filed defamation complaintagainst paper and publisher.Paper published articleregarding his arrest on drugcharges but he claims drugswere planted on him thereforearticle is defamatory. NYattorney working with
Fennigham, Stevens &Dempster LLP answeredcomplaint and will file motion todismiss based upon statute oflimitations. Plaintiff opposedand the defendant learned therewas a second police blotterpublished within statute oflimitations. Attorney fordefense to withdraw motion,answer the complaint andconduct discovery.
6. Lansdale TheReporter orThe GoodsonHoldingCompany
Kaisla, Marja v.Lansdale et al
9/14/2010 PublishersLiability
Plaintiff filed Claim against TheReporter of defamation relatedto her termination as a Directorfor the Lansdale Center for thePerforming Arts. $250,000demand. Partial settlement for
JRC not likely. LawsuitAnalysis prepared by attorneyavailable Moving towards trial
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Property Name of Matter
Date
Notified Type of Case Description/Status
7. Main Line
Media orJournalRegister East,Inc.
Riley, Thomas 6/21/2012 Publisher's
Liability
Plaintiff field complaint against
Philadelphia Media Inc. andJournal Register Company(JRC) for defamation relatedto an article written by theInquirer and re-published byMain Line Media News(MLM) claiming defamation.The article written by theInquirer refers to a wrongful
termination suit by formeremployees of the PennsylvaniaConvention Center of whichPlaintiff formerly held theposition of Chairman. Mr. Rileyis not a named defendant in thewrongful termination suit butclaims the article written byInquirer and re-published byMLM raises allegation that hedirected legal fees to his lawfirm. JRC filed PreliminaryObjections and Plaintiffresponded to JRC's PO's as ofAugust 7, 2012.
8. New HavenRegister orJournal
Register East,Inc.
Rivera, Herberto v, NHR 3/11/2011 GeneralLiability
Lawsuit submitted to SuperiorCourt State of New Havenregarding injuries from a fall on
New Haven Register property.GL claim- Travelers assignsattorney to process Plaintiff
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Property Name of Matter
Date
Notified Type of Case Description/Status
13. Norristown
(TimesHerald) orJournalRegister East,Inc.
Macrina, Paula 10/6/2011 Publishers
Liability
Received certified letter from
counsel for Macrina allegingdefamation and invasion ofprivacy from articles published5/28/11 and 6/1/11. 5/28/11article stated Ms. Macrina wascharged with false reports topolice and drug violations froma 11/27/10 incident after labconfirmed white powdery
substance was heroin. 6/1/11article contained a correctionstating that Paula Macrina wasincorrectly identified in the5/28/11 article and identified heras the arrested person's sisterwhich is true. Demand wasmade for $63,300 plus attorneysfees. Defendant counter offeredand entered into that certainTolling Agreement dated as ofMay 9, 2012 by and betweenPaula Macrina and JournalRegister East, Inc. t/a TimesHerald.
14. Oakland Pressor GreatLakes Media,
Inc.
Zbiciak, Nick 1/13/2012 EEOC EEOC complaint of agediscrimination. Claimantapplied for internal job posting.
A younger candidate wasselected and claimant wassubsequently included in an RIF
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Property Name of Matter
Date
Notified Type of Case Description/Status
16. Oakland Press
or GreatLakes Media,Inc.
Semma, Jonathan 4/20/2011 Publishers
Liability
On April 20, 2011, Oakland
Press received a demand letterfor a retraction of an articlepublished 4/14/11. The articlereferred to a marijuana policeraid with the involvement of aperson named Johni Semma.Defendant published a photowith the article of a JohnnySemma allegedly taken from his
Facebook page. Defendantprinted a retraction/apology. Nofurther contact until June 29,2012 when Plaintiff filed suitseeking damages arising out ofthe erroneous publication of hisphoto. Defendant filed a Motionfor Summary Disposition basedon statute-of-limitations andPlaintiff's failure to meet
pleading standard of false-lightinvasion of privacy claims.Court dismissed with prejudiceon August 27, 2012.
17. Saratoga (TheSaratogian) orJournalRegister East,
Inc.
Gibeault, Linda EmploymentPracticeLiability
Filed age discriminationcomplaint on April 5, 2010 withNY Division of Human Rights(DHR) (administrative
complaint with no amount ofdemand). Defendant respondedto complaint DHR provided
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Property Name of Matter
Date
Notified Type of Case Description/Status
18. Digital First
Media, Inc.
Lackner, Zelda 6/26/2012 Class Action Plaintiff filed class action
complaint in California againstDFM for violations of the CreditCard Accountability &Disclosure Act & ElectronicFunds Transfer Act, UnfairCompetition Laws, FalseAdvertising Law, ConsumerLegal Remedies Act and UnjustEnrichment as a result of a
promotion, "Daily Deals",whereby coupons or gift cardswith expiration dates were givento consumers.
19. Open Insurance Matters
Type
Policy
Year Claimant State
Accident
Date DescriptionAL 10/1/2008
*DAVIS,CHARLES CT 03/22/2009 IV WAS DRIVING ON RTE 80 AT
EASTERN ST, HIT BY OV ONRIGHT REAR & SIDE. OV ROLLEDOVER.
GL 10/1/2005*
ORJUELA,WILLIAM CT 01/19/2006 CLAIMANT MOVING SHEETMETAL FROM PARKING LOT ANDSLIPPED ON ICE AND SNOW, FELLAND BROKE HIS WRIST
GL 10/1/2007* SCHWARTZ,DEBRA PA 05/18/2008 CLAIMANT ALLEGES SHESTEPPED INTO A HOLE ONMARPLE CAMPUS OF DELAWARE
Policy Accident
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