Minority shareholder sues Daily Camera, Times-Call parent and NY hedge fund over ‘breaches of fiduciary duty’

A minority shareholder in Media News Group Enterprises Inc., the parent of the Daily Camera, Longmont Times-Call and The Denver Post, has sued the company and its owner, Alden Global Capital LLC, claiming "possible mismanagement and breaches of fiduciary duty," and seeking access to financial books and records.

Sola Ltd. and Ultra Master Ltd., known collectively as Solus, is MNG’s largest minority stockholder, according to the suit filed Monday in Delaware. Solus controls about 24 percent of MNG’s outstanding voting stock.

Marshall Anstandig, a lawyer who represents MNG as general counsel, said in an email "We have no comment."

Alden, a New York City-based hedge fund, is MNG’s controlling shareholder and, according to the suit, owns 50.1 percent of the company. MNG owns more than 50 daily newspapers throughout the United States.

The suit claims, among other allegations, that MNG, in December 2014, invested $10 million in a fund managed by an Alden affiliate that "invests in mortgaged-backed securities and commercial real estate."

In October 2016, MNG created a "new holding company," Investment Holdings LLP, as part of a restructuring. In 2017 MNG and Alden amended a stockholders’ agreement, from 2010, "to remove the information-rights covenant and eviscerate the company’s reporting obligations to stockholders," the suit said. "The 2017 amendment was signed only by the company and its controlling stockholder (Alden) and specifically by Heath Freeman, president and co-owner of Alden."

The suit claims the 2017 amendment "eliminated any transparency into the company’s financial performance … and insider transactions involving Alden."

Solus asked for financial documents and investment activities on Jan. 18, according to the suit. MNG responded three weeks later, saying the request was "too broad" and "deficient under Delaware law." MNG also said it would not provide any information until an acceptable confidentiality agreement was negotiated, despite existing confidentiality requirements already in place, Solus noted.

Investments have not been disclosed to minority stockholders, the suit claims, a practice contrary to the fiduciary responsibilities of Alden, the controlling stockholder. Profits from the media properties have been directed into poorly-performing investments, including Fred’s Pharmacy, whose share price is down 80 percent from what Alden initially paid, the suit alleges.

Denver Post staff writer Tamara Chuang contributed to this report.

Source Article