Morning Call mystery bidder revealed: A Manhattan investor who sees opportunity in Lehigh Valley news

By JON HARRIS

THE MORNING CALL  |  MAR 27, 2021 AT 2:33 PM

The mystery bidder willing to plunk down $30 million to $40 million to buy The Morning Call Media Group is a former investment banker who said he sees the newspaper and the Lehigh Valley community it serves as providing a foundation for a sustainable business for years to come.

“There are many encouraging examples of both large global news organizations as well as small community news organizations that survive and eventually prosper based on improving the quality of the news service,” said Gary Lutin, a 73-year-old Manhattan resident who chairs The Shareholder Forum, which provides information to help investors make sound decisions. “That is the way to assure a sustainable news organization.”

In a phone conversation Friday night, Lutin confirmed he is the bidder — previously only known as “Bidder C” — who submitted an offer to Tribune Publishing on March 10 to buy The Morning Call. Lutin kept his comments mostly limited and spoke in generalities, with the process so early on.

At this stage, Lutin declined to reveal his funding sources, or whether he has partners who could be involved in the bid.

Tribune, in a U.S. Securities and Exchange Commission filing Tuesday, said it referred the proposal to Alden Global Capital, the hedge fund that announced Feb. 16 it was acquiring the 68% of Tribune stock it doesn’t already own. Alden representatives have not responded to inquiries from The Morning Call recently, including one Friday night after the newspaper spoke to Lutin.

“Alden has expressed interest in talking with me once their acquisition is concluded and they are in a position to discuss what will then be their property,” Lutin said.

Alden’s acquisition of Tribune could close in the second quarter, subject to the approval of two-thirds of shareholders not affiliated with Alden, and other regulatory hurdles. The wild card is a competing, and higher, bid for the company from hotel magnate Stewart Bainum Jr., who has an agreement with Alden to buy The Baltimore Sun but, following a disagreement with the hedge fund, is racing to secure the financing he needs to buy all of Tribune for $650 million. His efforts got a boost Saturday when The New York Times reported Swiss billionaire Hansjörg Wyss is joining Bainum in his bid for Tribune. If successful, the plan calls for Wyss to own the Chicago Tribune and Bainum to own The Baltimore Sun, while the duo seeks “benefactors for Tribune’s seven other metro dailies,” the newspaper reported.

If that were to happen, Lutin said he would be interested in talking to Bainum and Wyss about The Morning Call, noting his interest in the newspaper is not subject to Alden successfully completing its acquisition.

It all makes for an interesting time at Tribune, a company that has been in flux for several years and has engaged financial advisory firm Lazard since May 2018 to evaluate offers as they come in.

In the case of The Morning Call and its nearly 100 employees, other bids for the newspaper could come together, including a nascent effort from a group of community and business leaders organized by Tony Iannelli, president and CEO of the Greater Lehigh Valley Chamber of Commerce.

However, splitting a single newspaper away from a chain, which has centralized many operations and outsourced printing to neighboring states, isn’t easy to do. It also remains unclear whether Alden, if and when its acquisition is complete, would be willing to part with a profitable newspaper.

Attractive opportunity

The Morning Call identified Lutin by cross-referencing two different SEC documents filed Tuesday by Tribune. One document, which sought to protect his identity by only disclosing a “Bidder C,” noted the same bidder had spoken to Lazard on Jan. 25 and was someone “who had contacted the company in the past about a potential acquisition of certain of the company’s business units, and renewed his inquiries” after news broke on New Year’s Eve that Alden had submitted a proposal to buy Tribune.

Another SEC filing on the same day, meanwhile, had project code names and was marked confidential, yet had no redactions. And there, on one of the last pages of “Project Alinea,” under a title of “Commentary & Discussions With Other Potential Parties,” was Lutin’s name and title. Further, the document mentioned that Lutin had spoken to Lazard and requested information so he could decide what pieces of Tribune he might be interested in pursuing. Apparently, The Morning Call caught his attention.

“I do know a little bit about the area, but my interest in this is not sentimental,” Lutin said Friday. “It’s a very practical thing. I’ve analyzed the units that Tribune has and based on the information available, this was one of a few that looked like they might be attractive opportunities. And when it became appropriate to narrow it down to one, this looked like the best one.”

With his bid preliminary, he declined to discuss specifics of how he would run The Morning Call if his offer is successful. But speaking generally about news publishing, Lutin said he believes in a commonsense approach, such as establishing a governance structure that would provide for “board representation by community interests and by the publisher’s own journalists who are reporting on what concerns the community.”

Lutin said his interest in publishing goes back a long time. For example, his investment banking firm’s first client in 1976 was IMS International Inc., a company whose businesses included market research and health care industry publishing that merged into Dun & Bradstreet in 1988.

More recently, he was listed as a “major funder” to the Columbia Journalism Review on the acknowledgments page of “The Best Business Writing 2013.” In addition, Lutin said he has engaged in joint ventures and projects with business news publishers for more than 25 years. He also sees The Shareholder Forum as similar to business news publishers, in that it provides information needed by decision-makers.

Who is Gary Lutin?

After graduating from Yale University in 1969 with an economics degree, Lutin trained at Manufacturers Hanover Trust, Weeden & Co., the Committee for Economic Development and Salomon Bros. & Hutzler.

In 1976, at 28 years old, he founded Lutin & Co., a firm focused on midsized companies that needed capital to grow, rather than firms that were already established. Recalling those days, Lutin said his firm also made a point of always having at least one small entrepreneurial client.

In addition to IMS, Lutin said some of his firm’s clients became well known, such as Toys R Us and Precision Castparts, while others were already reasonably familiar names, such as Amcast, which was formerly known as Dayton Malleable.

About five years in with his firm, Lutin, then in his 30s, met J. Keith Louden, a business executive in his 80s who had held management positions at several Pennsylvania companies, including York Corp. and the Lebanon Steel Foundry.

In their partnership, Lutin was the lead investor in the acquisition of companies, while Louden provided management oversight.

Louden left quite the mark on Lutin, according to a piece Lutin wrote for Directors & Boards magazine in fall 1997, about three years after Louden died.

“Louden’s extraordinary influence on a generation of leaders was based on two exceptional strengths: practical wisdom, and his effective delivery of it,” Lutin wrote. “Every bit of advice he offered me, and I believe all the advice he offered to the world, was explained in terms of his direct experience with what did or did not work.”

Two years later, when the New York Society of Security Analysts initiated The Shareholder Forum programs, Lutin was invited to serve as guest chair to show how investors could obtain the necessary information to make savvy decisions.

By mid-2001, however, the New York Society decided to halt the public forums that analyzed specific companies and management’s responsibility to shareholders, “reacting to concerns within its top ranks that the forums had taken too aggressive an approach,” The New York Times reported at the time. In the article, Lutin said he planned to continue the forum program by partnering with other organizations.

The Shareholder Forum’s website notes the initiative has been independently supported by Lutin since 2001, and mentions its public programs are often convened in collaboration with CFA Society New York, Yale University and Columbia University.

Recently, The Shareholder Forum also did a survey of shareholders of The New York Times Co., covering the period of Aug. 17-Sept. 21, 2020, examining the media company’s successful transition to a digital-first, subscription-centric newspaper that is well past the days of merely offsetting print advertising’s losses.

Lutin, due to his expertise as an investment banker and his role with The Shareholder Forum, has been quoted extensively over the years.

He was tapped repeatedly in 2001 by business reporters at a time in which many investors, concerned about Amazon going bankrupt, were having issues obtaining detailed financial information from the company led by Jeff Bezos.

“An assemblage of Wall Street’s best and brightest couldn’t validate Amazon’s projections of cash flows based on the information it provided,” Lutin told The New York Times for a March 11, 2001, story.

He appears to be someone who doesn’t shy away from telling it like it is. When activist investor Carl Icahn won the battle to get eBay to spin off PayPal, Lutin told the Los Angeles Times in 2014 that, “Icahn is considered Wall Street’s smartest manipulator.”

And in 2013, when Dell shareholders grew wary that founder Michael Dell was offering too low a price to take the company private, Lutin wrote a letter to Dell’s board recommending an independent, peer-reviewed valuation report that could ease investors’ minds.

Requesting more information was something Lutin did again in January, so he could decide which Tribune property he might be interested in.

That analysis, of course, led him to The Morning Call.

Morning Call reporter Jon Harris can be reached at 484-280-2866 or at jon.harris@mcall.com.

Jon Harris

The Morning Call

Jon Harris joined The Morning Call in May 2015. He previously spent two years at the Press & Sun-Bulletin in Binghamton, N.Y., covering upstate New York’s casino expansion, Lockheed Martin and BAE Systems. Harris, a western New York native, graduated from Syracuse University in May 2013 and lives in Allentown.