UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant o
Filed by a Party other than the Registrant x
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
o Definitive Proxy Statement
x Definitive Additional Materials
o Soliciting material Pursuant to Rule 14a-12
MEDIA GENERAL, INC.
(Name of Registrant as Specified In Its Charter)
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
1) Title of each class of securities to which transaction applies: |
|
||||
|
2) Aggregate number of securities to which transaction applies: |
|
||||
|
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act |
|||||
|
4) Proposed maximum aggregate value of transaction: ___________________________ |
|
||||
|
5) Total fee paid:_______________________________________________________ |
|
||||
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
|
1) Amount Previously Paid:_______________________________________________ |
|||
|
2) Form, Schedule or Registration Statement No.: ______________________________ |
|
||
|
3) Filing Party: |
|
||
|
4) Date Filed: _______________________________________________ |
|
||
The presentation entitled “Rebuilding Value at Media General” attached hereto as Exhibit 1, is filed herewith as additional solicitation materials by Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P.
Exhibit 1
Rebuilding
Value at
April
7, 2008
HARBINGER CAPITAL PARTNERS
2
Agenda
-- Opening Remarks
-- Media General Today: Failing Its Shareholders
-- Prescription For The Company
-- Our Nominees
3
Harbinger’s Investment
-- Harbinger
is Media General’s second largest shareholder,
with an 18.2% stake
-- We invested
because we believed MEG was undervalued
and an attractive investment, and that management would
act quickly to address the company's declining share price
-- The stock
has declined 59% since we first invested ten
months ago
-- We're here
today, nearly a year after we first became a
shareholder, because we believe now is the time to elect
independent Class A directors to address the company’s
performance and rebuild value for all shareholders
4
Summary of Our Views
-- Media General:
- has been falling behind its peers for years
- has a flawed strategy and poor execution
- has made and continues to make major mistakes
-- We believe
the unchallenged domination of the
board by the Class B directors has allowed these
things to occur
-- We believe
the board’s failures are attributable to
both a lack of relevant experience and an apparent
lack of accountability to the company’s owners, the
public shareholders
5
Summary of Our Views
-- Fixing
Media General and re-focusing it on
rebuilding shareholder value is possible and doesn't
require a silver bullet – requires only an independent
and credible voice for owners in the boardroom
-- We have
nominated three outstanding individuals
who will work with the other directors and help re-
focus the board and management on the company's
core mission of maximizing value for
all
shareholders
6
Notes About the Data
-- For
comparisons to peers we used three sets of
comparables
-- All data
for comparables is taken from their
fiscal
year end 2007 annual reports unless otherwise noted
Washington Post
Young
Scripps
Sinclair
Meredith
Nexstar
Journal
Communications
McClatchy
Lin TV
Gannett
Lee Enterprises
Hearst-Argyle
Belo (pre-split)
Journal Register
Gray
Combined media
Pureplay newspapers
Pureplay broadcasters
7
Media General Today:
Failing Its Shareholders
8
Structured for Failure
-- To date,
100% of the board has been elected either by holders of
a 2% economic interest in the company or nominated by directors
they have chosen
-- Public
shareholders representing a 98% economic interest have
never elected directors independent of Class B control
Elected by Class A
shareholders
but nominated by
Class B-
controlled nominating committee
Elected by Class B shareholders
9
Structured for Failure
-- ISS’s
Corporate Governance Quotient for Media General
is 23.1% as measured against the S&P 400 at April 1, 2008
-- The
Corporate Governance Library noted concerns about
the company’s governance structure and CEO
compensation in downgrading it from a B to a C
-- We believe
the Media General board has proven
ineffective in holding management accountable in a way
that benefits the public shareholders
10
Structured for Failure
-- The three
current Class A directors were all nominated by
the Class B-controlled nominating committee
-- Two current
Class A directors are lifelong academicians
with no stated business, finance or public board
experience except for the Media General board, and have
never purchased MEG shares personally
-- The third
has financial and board experience, but is the
longest serving non-executive director on the board (19
years) and has no stated non-Media General media
experience – whether as an executive, investor, board
member or consultant
11
The Company’s Stated Strategy
“The Company is
committed to … successfully executing its
convergence strategy through diversification, forging new partnerships,
and through strategic plans to sell non-core assets and
operations.”
“The Company seized
strategic opportunities in 2006 which included the
acquisition of four NBC owned and operated television stations as well
as the disposition of several CBS stations in markets which were not
strategically aligned with the Company’s vision.”
“The Company
recognizes the challenges facing its Publishing Division
not only from Internet competition, but also … from a generally soft
economy and from a sharp downturn in Florida’s economy…. While
speculation continues to exist regarding the pace and intensity of a shift
away from traditional print advertising, the Company has taken steps to
reposition its newspapers to embrace this change.”
– Media General Inc. 2007 Annual Report
12
Other Company Statements
“…we have a
strong story to tell about what we’re doing, how we’re
doing it… we have the right strategic focus and the right tools to
succeed.”
“…every week,
we reach nearly 80% of that Tampa market with our
information. No competitor or peer even comes close to
that.”
“…we are an
industry in transition. I think Media General has done a
better job than most in recognizing that early, in adopting a successful
Web-first approach.”
“…we’re
very comfortable with where we are strategically and
operationally – and so is our Board of Directors… and we believe
we’re
headed in the right direction…”
“…our stock has been in the middle of the pack.”
– CEO Marshall Morton, April 1, 2008
13
The Board Is Failing The Shareholders
In reality,
consolidated net free cash flow (EBITDA less
capex less interest) has fallen 65% since 2005 and 80%
since 2004…
-80%
-65%
14
…hurting
the company’s stock price, which has fallen
steadily for the last four years…
The Board Is Failing The Shareholders
15
…and
has substantially underperformed both the
broader market...
The Board Is Failing The Shareholders
16
…as
well as its peers among combined media
companies.
The Board Is Failing The Shareholders
17
Dismal Performance & Excessive Spending
-- In 2007, on
a
consolidated basis,
Media General reported
nearly the lowest
EBITDA margin within all
three of its peer groups
-- But the
company
outspent all of its peers,
reporting the highest
ratio of capital
expenditures to
revenues
18
Poor Segment Performance – BCF/OCF
-- In 2007,
Media General
also reported nearly the
lowest broadcast cash
flow (BCF)
margin
among all of its
broadcasting peers
-- The company
reported
publishing operating
cash flow in line with the
average of its publishing
peers
19
Poorer Segment Performance – FCF
-- As a
result, the
company’s free cash flow
(FCF) margin for broadcast
was less than half of the
peer average
-- The
company’s
publishing FCF margin
was also less than the
peer average
Average = 33%
Average = 17%
-- However,
the company also outspent all of its peers in
capex in both broadcast and publishing
20
Poorest Segment Performance – FCF/Assets
-- In
addition, the
company produced only
a 4% free cash flow
return on broadcast
assets
-- And only an
8% free
cash flow return on
publishing assets
8%
4%
21
-- In April
2006, the company announced the acquisition of
four NBC owned and operated affiliate stations for
approximately $600 million
-- The
stations were located in Birmingham AL, Raleigh, NC,
Columbus, OH, and Providence, RI
-- Within
weeks of the announcement in April 2006, the
company’s stock fell more than 10% as we believe the market
concluded that the company had substantially overpaid and
had lost geographic focus by buying large stations outside
the southeast
-- We believe
the acquisition also left the company exposed to
excessive risk from network affiliate concentration with NBC
2006 NBC Station
Acquisition:
Company Substantially Overpaid
22
-- The company
has made conflicting statements regarding
the BCF multiple paid in the acquisition
-- Based on
our estimates, actual forward multiples were
substantially higher than company’s statements then and
now
2006 NBC Station
Acquisition:
Company Substantially Overpaid
Sources: (1) Media General
press release dated 4/6/06; (2) Media General press release dated 6/26/06; (3)
Media General letter dated 3/19/08 attached to 14A proxy materials;
(4) Estimates based on: reported full-year 2005 operating income before
depreciation and amortization of $30.3 million for stations acquired; reported
full-year 2006 revenues of
$111 million for stations acquired and reported 2006 broadcast segment operating
cash flow margin of 33.6% for Media General consolidated; and reported full-year
2007
revenues of $90 million for stations acquired and reported 2007 broadcast segment
operating cash flow margin of 25.6% for Media General consolidated
Reported
2004-5 (1)
Reported 2004-5
Assumes synergies
(1)
Reported 2004-5
Assumes synergies
and tax savings (2)
Reported
2004-5 (3)
Est. 2005-6
(4)
Est. 2006-7
(4)
Reported by company
Harbinger estimates
23
Very Limited Use of Broadcast Duopolies
-- Unlike most
of its
broadcast peers, Media
General has not
exploited duopoly
opportunities
-- Use of TV
broadcast
duopolies is correlated
to higher BCF margins
among Media General’s
peer group
24
No Material Retrans Revenues
-- Also,
unlike many of its broadcast peers, Media
General appears not to have pursued opportunities to
secure retransmission consent revenues in the past
25
Florida Broadcast Market Not the Problem
-- BCF margin
is
uncorrelated to
exposure to the Florida
broadcast market
26
Ill-Conceived NTN Buzztime Investment
-- In May 2003
and again in January 2004, Media General made
investments in NTN Buzztime Inc., a loss-making public
company that produces interactive electronic entertainment,
and placed a representative on the NTN board
-- To date, the investment has lost 71% of its value
MEG invested
MEG invested
27
Ill-Conceived Internet Acquisitions
-- In July
2005, Media General acquired
BlockDot
Inc.
, an
online advergaming and game development company. In
February 2008, the company acquired
DealTaker.com
, an
online social shopping portal and couponing website.
-- Media
General could have purchased online game and
coupon features for its websites rather than spend
shareholders’ capital to buy the BlockDot and DealTaker.com
businesses
28
Excessive Leverage and Dividend Yield
-- Media
General has
accumulated the highest net
leverage of all its combined
media peers
-- This
condition will persist
even pro forma for the
company’s debt reduction
initiatives
-- The company
also has the
highest dividend yield on its
stock, which restricts the
company’s ability to
deleverage
Note: Belo dividend yield based on
weighted average of BLC and AHC.
Dividend yields based on stock prices as of 3/28/08.
29
Solutions Exist
-- We believe the problem is in Richmond, not Tampa
--
Straightforward solutions exist and can be
implemented with the benefit of independent and
experienced new perspectives at the board level
30
Prescription For The Company
31
Change Must Start at the Board
-- The Class A
shareholders must ensure they are
represented by truly independent directors, and should
elect individuals who do not owe their nomination to the
Class B directors
-- The Class A
directors should bring a mix of perspectives
and expertise that match the specific challenges the
company faces, in particular:
- Dismal performance
- Poor capital allocation decisions
- Turnaround management in a changing environment
-- The board
must be open to new ideas and initiatives and
must re-dedicate itself to the company’s core mission of
rebuilding value for its owners, the public shareholders
32
Practical Solutions: Restart Broadcast
--
Implement
substantial
increase in management
attention and
higher
standards given its severe
underperformance relative to peers
-- Pursue duopolies
-- Pursue cable retransmission consent opportunities
--
Reduce
spending and apply more
scrutiny
to
cost/benefit and payback analysis
-- Be
opportunistic but
disciplined
with future
acquisitions and divestitures
33
Practical Solutions: Improve Publishing
-- Cut costs more aggressively
--
Implement
higher
standards given its
underperformance
--
Reduce
spending and apply more
scrutiny
to
cost/benefit and payback analysis
-- Be
opportunistic but
disciplined
with future
acquisitions and divestitures
--
Urgently
consider alternatives for Florida market
properties
34
Practical
Solutions:
Refocus the Online/Interactive Strategy
--
Exit
non-core businesses, including BlockDot and
DealTaker.com, and sell stake in NTN Buzztime
--
Avoid
further acquisitions of non-core online
ventures that require national platform or brand to
maximize value or that don’t provide unique strategic
synergy
--
Focus
instead on enhancing the websites of the
company’s core television and newspaper properties
to directly leverage and magnify their content, reach
and value and produce meaningful incremental cash
flows
35
Practical Solutions: Geographic Focus
--
Regain
geographic focus, for example through the
sale of the NBC stations in Columbus, OH and
Providence, RI
36
Improve Capital Allocation Decisions
--
Be more
disciplined on acquisitions and more
conservative regarding projections to avoid a repeat of
the NBC acquisition mistake and other ill-fated
transactions
--
Tie
transaction-related management compensation
to achieving projected performance for assets
acquired, and in general
tie
management
compensation more directly to creation of shareholder
value
-- Apply
more
rigorous
analysis to determine the
impact of capital allocations on shareholder value
37
Consider Full Range of Strategic Options
-- As a
routine matter in the normal course, continually
consider the full range of strategic options
(acquisitions or divestitures, financing transactions,
spin-off transactions, mergers, joint ventures, etc.)
available to the company in order to preserve, rebuild
and maximize value for all shareholders
38
Aggressively Reduce Debt and Rethink Dividend
-- Redouble efforts to reduce leverage
--
Consider
reducing the company’s dividend to enable
further debt reduction
39
Accountability and Relevant Experience
-- We believe
the board should rededicate itself to being a
strong and effective voice for owners in order to address Media
General’s chronic underperformance
-- Class A
shareholders must elect directors who bring both
accountability and the perspectives and experience that
address the specific challenges the company faces, in
particular:
- Dismal performance
- Poor capital allocation decisions
- Turnaround management in a changing environment
40
Our Nominees
41
Our Nominees
--
J. Daniel
Sullivan: veteran broadcasting executive
with 35 years of experience and an active senior
broadcasting consultant and media investor
--
Eugene I.
Davis: chief executive officer of Pirinate
Consulting Group, a privately held consulting firm
specializing in turn-around management, M&A
consulting, and strategic planning advisory services
--
F. Jack
Liebau Jr.: president and founder of Liebau
Asset Management Company and portfolio manager
with over two decades of investing experience
42
J. Daniel Sullivan
Extensive broadcast experience
-- Over 30
years experience as an executive and has
held four C-level positions in the last two decades
-- Started at
the ground level in 1973 as an account
executive at WTVK in Knoxville, TN
-- Ultimately
rose to operate, manage or own more
than 60 TV stations over his career and has bought or
sold more stations than Media General now owns
43
J. Daniel Sullivan
Extensive broadcast experience
-- Founded and
was CEO of three substantial broadcasting
companies starting in 1987
- Clear Channel TV (eventually sold to PEP)
- Sullivan Broadcasting (sold to Sinclair)
- Quorum (merged with Nexstar)
-- Teamed with
private equity partners to bid for the New
York Times TV station group, Clear Channel TV, and the
Fox group
-- Currently a
director at KDOC-TV in Los Angeles and a
senior consultant there
44
J. Daniel Sullivan
Broadcast-related Internet experience
-- Led the
internet strategy at each of his last three
companies as CEO and has been at the forefront of
creating an online presence for his stations since the
emergence of the internet as a commercial medium
-- Led internet strategy at Quorum
-- Was an
early adopter of websites at Sullivan
Broadcasting in the 1990s
-- Launched
online strategy at Clear Channel and was
one of the earliest clients of WorldNow
45
J. Daniel Sullivan
Financial successes
-- Created
well over $1 billion of shareholder value in his
last three positions as CEO
-- At Clear
Channel TV, Dan started with $120 million in
equity capital and built over $1 billion of equity value over 8
years by the time he left
-- With
Sullivan Broadcasting, Dan generated a 300% return
for his private equity backers over two years
-- Quorum was
clipped by 9/11 but Dan converted challenge
to success by merging with Nexstar, which then went
public
46
Eugene I. Davis
Career working for companies in transition
-- Chairman
and CEO of Pirinate Consulting Group, which
specializes in turnaround management, strategic planning
and board advisory services
-- Extensive public board experience
-- Previously
held CEO, COO, and CFO positions for
various public companies in transition across a range of
industries
-- Originally
a partner and head of corporate and securities
at a Dallas law firm
47
Eugene I. Davis
Relevant media experience
-- Gene has
served on the boards of Granite
Broadcasting and Ion Media and serves on the board
of a book publisher
48
Eugene I. Davis
Financial successes
Gene has
helped facilitate increases in shareholder
value during his tenure on many boards where the
companies undertook substantial strategic
transactions or operational turnarounds
-- American Commercial: 14x increase in share price
-- Atlas Air: 3x increase in share price
-- Chembulk Tankers: 1x increase in TEV
-- Choice One Comms.: 4x increase in share price
-- Contifinancial: 4x increase in asset value
-- Flag Telecom: 30x increase in share price
49
Eugene I. Davis
Financial successes
Gene has
helped facilitate increases in shareholder
value during his tenure on many boards
-- General Chemical: 7x increase in TEV
-- Metals USA: 7x increase in share price
-- Metrocall: 150x increase in share price
-- Oglebay Norton: 2.5x increase in share price
-- TelCove: 12x increase in TEV
-- Tipperary: 7x increase in share price
50
F. Jack Liebau Jr.
Portfolio manager with over 20 years experience
-- President
and founder of Liebau Asset Management,
an investment manager for individuals, foundations
and corporations established in 2003
-- Previously,
Jack was a top-rated portfolio manager
at Primecap Management Company from 1986 to 2003,
and prior to that was ananalyst at Capital Research
Company
-- Jack is
often quoted in the national media regarding
the broadcast and newspaper sectors
51
F. Jack Liebau Jr.
Lifelong focus on media companies
-- Has covered
Media General and its peers for more than
two decades as an investor, wrote a profile of Media
General for
Barron’s
-- Covered
media and entertainment as portfolio manager
at Primecap and an analyst at Capital Research Company
-- Worked as a
reporter and assistant to the publisher of
the
Los Angeles
Times early in his career
-- Is a MEG shareholder
52
Our Nominees’ Commitment
--
Work
together. Our nominees commit to work
actively
and
constructively
with the other
board
members to provide guidance and perspective to
management
--
Personal
financial commitment. If elected, each of
our nominees commits to personally
acquire at
least
5,000 shares in the first year of service. In contrast,
two of the three current Class A directors have never
bought a share of the company’s stock.
53
Comparison of Slates
--
Harbinger’s slate brings unmatched experience and
perspective
X
Extensive
knowledge of
newspaper sector
X
Deep
firsthand
broadcasting expertise
X
All candidates
commit
to purchase shares
X
Extensive
public board
experience
X
All candidates
have
business experience
X
Substantial
turnaround
experience
Harbinger slate
Company slate
Rebuilding
Value at
HARBINGER CAPITAL PARTNERS
55
Disclaimers
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document
contains forward-looking statements. These statements may be identified by the use
of forward-looking terminology
such as the words “expects,” “intends,”
“believes,” “anticipates” and other terms with similar
meaning indicating possible future
events or actions or potential impact on the business or stockholders of Media
General, Inc. (“Media General” or the “Company”).
These forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties
that could cause actual results to differ materially. These risks and uncertainties
include, among others, the ability to successfully
solicit sufficient proxies to elect Harbinger’s nominees to the
Company’s board of directors, the ability of Harbinger’s nominees
to
influence the Class B directors and the management of the Company and to improve
the corporate governance and strategic
direction of the Company, and risk factors associated with the business of the
Company, as described in the Company’s annual
report on Form 10-K for the fiscal year ended December 30, 2007, and in other
periodic reports of the Company, which are available
at no charge at the website of the Securities and Exchange Commission at
http://www.sec.gov. Accordingly, you should not rely
upon forward-looking statements as a prediction of actual results.
IMPORTANT
On March 19,
2008, Harbinger filed a definitive proxy statement with the SEC to solicit proxies
in connection with the 2008 Annual
Meeting of stockholders of Media General, Inc. to be held on April 24,
2008. Company stockholders are encouraged to read the
definitive proxy statement and other proxy materials relating to the 2008 Annual
Meeting because they contain important
information, including a description of who may be deemed to be
“participants” in the solicitation of proxies and the direct or
indirect interests, by security holdings or otherwise, of the participants in the
solicitation. Such proxy materials are available at no
charge on the SEC’s website at http//www.sec.gov. In addition,
stockholders may also obtain a free copy of the definitive proxy
statement and other proxy materials by contacting our proxy solicitors, Innisfree
M&A Incorporated, toll free at (888) 750-5834.