Paul Godfrey seated himself to testify. The wiry 77-year-old
newspaper company executive had been called to account by the federal
government for the latest devastation his chain had wreaked on Canada’s news
media. Hearings in Ottawa had convened quickly in 2016 after the company
Godfrey headed, which owned most of the country’s largest newspapers, merged
its newsrooms in four of Canada’s six largest cities where it published both
dailies, despite promising not to.
Godfrey’s promise had been spread across all political
levels, from mayors right up to new federal Liberal leader Justin Trudeau,
after Postmedia bought 175 newspapers in 2014 from Sun Media, the country’s
second-largest chain. The resulting double coverage in Vancouver, Calgary, Edmonton, and Ottawa had
been controversial from the outset, but Godfrey quickly allayed fears over the
increased concentration of media ownership. “I attended two of his private dinners in fine Alberta restaurants where
he vowed to keep the newsrooms separate,” recalled Margo Goodhand, who
was then editor of Postmedia’s
Edmonton Journal. “We might even have to
reinvest in the Sun newsrooms, he mused aloud in Calgary. . . . They’d be
competitive, distinct, and entirely independent, he said.”
The 2016 merger of newsrooms and the layoff of 90 journalists
by Postmedia Network was just the latest disaster in the slow-moving train
wreck that was the newspaper crisis. Following years of layoffs and a few
closures following the 2008-09 recession, local journalism in Canada had taken
a beating. The cutbacks to news reporting were worst at Postmedia newspapers,
however, because it was 92 percent owned by U.S. hedge funds that were skimming
off most of its earnings as interest payments on the massive debt they also
held. MPs wanted to know what was going
on.
Dressed in a blue suit and wearing reading glasses under his
deeply-furrowed brow and combed-back, graying hair, Godfrey audaciously started with a sales pitch to the Heritage committee in his opening statement. “Come
back and advertise in our newspapers and on our websites,” he exhorted them.
“Ad budgets have been cut, and the cuts from the Government of Canada have
disproportionally been to newspapers.” Television’s share of the federal ad spend, he noted, had increased from 48
percent to 54 percent, while that devoted to online media, much of which was
foreign-owned, had almost doubled. Print advertising had been cut in half to
only 8.5 percent. The Heritage ministry was the worst offender, he told its
standing committee, as while it had spent $6 million on advertising that year,
none went to print. “If you're going to advertise, then you should give some
consideration to Canadian publications.”
Liberal MP Adam Vaughan then
began to grill Godfrey. They had
crossed swords a few years earlier, when
Vaughan was a Toronto city councillor and Godfrey was chair of the Ontario
Lottery and Gaming Corporation with grandiose plans for a mega-casino on the
downtown waterfront. Vaughan had
won that encounter, as Godfrey was fired by incoming premier
Kathleen Wynne.
“Postmedia’s largest
shareholder is a U.S. hedge fund named GoldenTree Asset Management,” Vaughan
pointed out to Godfrey. “Why would we fund a failing business model that’s owned
by U.S. interests?”
“Your facts aren’t
correct,” Godfey shot back. “The fact is that this company is controlled by
Canadians.” It was a convenient fiction that Godfrey relied on, enabled by a loophole that
lawyers had found in Canada’s 25-percent limit on foreign ownership of
newspapers. To accept the separation of ownership and control as meaningful,
however, required an almost complete suspension of corporate disbelief. The Globe and Mail had already reported in 2014 that Godfrey conferred with Postmedia’s foreign owners
frequently and that the hedge funds had pushed for the acquisition of Sun
Media. “Paul doesn’t make major moves without calling them first,” it quoted an
anonymous source close to the company as saying.
Vaughan attempted a weak
comeback, having obviously not done his homework. “That being said, why would
we bail out a U.S.-indebted company?” Godfrey used a bit of poetic licence to evade that one. “You’re not bailing out
a U.S. company,” he replied. “You can be critical of GoldenTree Asset
Management, but I'll tell you that you’re barking up the wrong tree.”
Then Godfrey went on the
offensive again, pointing out the recent closures of the Guelph Mercury and
Nanaimo Daily News as proof of the newspaper industry’s decline. “If
it continues to follow the trend it’s on, you won't be sitting here and talking
about whether there should be subsidies or not,” he told Vaughan. “You’ll be
talking about how we are going to continue to create a group of journalists
producing content for Canadians. . . . If you think that's not going to happen
within the next three years, you’re going to find that there will be a lot more
closings.”
Godfrey repeated his threat later in the hearing. “I’m not
trying to paint an overly bleak picture,” he insisted in response to MP
questions. “I’m painting the picture that’s out there.”
I
will tell you that within three years, there’ll be many more closures in some
of your own communities because of the state of the newspapers. You’re our
elected representatives. I commend you for even having this meeting. If you
decide to do nothing, that’s your call. I'm not trying to paint an uglier
picture than what it is. It’s ugly and will get uglier, based on the trends
that exist today.”
Little could observers have known just how ugly things would
get when Godfrey and the newspaper lobby he assembled didn’t get the bailout
they wanted, and it wouldn’t take three years. It would only take half that
long for things to get very ugly indeed in Canada’s newspaper industry. More pressing to Godfrey, however, was a time bomb that was ticking inside Postmedia’s finances. To defuse it would take some fancy footwork that would raise the company’s foreign ownership even higher.
Few realized just how close Postmedia was to imploding.
Standard & Poor’s had downgraded its credit rating to triple-C-plus from
single-B-minus in late 2015, calling its capital structure “unsustainable” and
warning that the company could struggle to refinance its high-interest debt. Making things worse was the fact that most of Postmedia’s debt was in U.S.
dollars, and a falling loonie meant that payments on the bonds that
Postmedia had issued in 2011 had since risen in Canadian dollars by more
than 30 percent. “With the Canadian dollar falling the way it’s falling,”
Godfrey told the Canadian Press, “that’s almost like a noose around your neck.”
GoldenTree was also unhappy, having watched Postmedia’s
advertising revenues continue to drop and the price of its shares fall to
only 6 cents, which made its 58 percent stake in the company worth only about
$9 million. The hedge fund had hired an investment bank to drum up interest in its
ownership of Postmedia, the Globe and Mail had reported that March, and
it had approached a half dozen potential buyers.
The Globe’s incisive Streetwise business column didn’t
like the hedge fund’s chances of offloading its investment in Postmedia,
however, mostly due to its ticking debt bomb, a restructuring of which risked
wiping out much of GoldenTree’s investment. Its reporters pressed Godfrey
on whether the company could continue to meet its interest obligations. “So
far, we haven't missed a payment,” he replied. “Hopefully we won't miss a payment.”
Streetwise saw little hope for Postmedia, contacting several potential
investors who said they had been approached but were not interested. “Postmedia
appears to have little value to salvage,” it added, “and what does exist will
take a lot of heavy lifting to unearth, sources said.”
Created from bankruptcy
The newspaper crisis had literally created Postmedia, which
in 2010 rose from the ashes of bankrupt Canwest Global Communications after it
was caught holding the bag when the 2008-09 recession dropped advertising
revenues sharply worldwide. The bag held $4 billion in debt on which Canwest
could no longer make the payments. GoldenTree was actually betting on it going
bankrupt, as it had been buying up Canwest debt on the bond market at pennies
on the dollar, and it acquired more than enough to take the company over.
Canwest and its owning Asper family of Winnipeg had bought the historic Southam newspaper
chain in 2000 as part of the brief but disastrous enthusiasm for “convergence”
of media ownership between print and TV. To get in on the trend that swept the
country’s media at the millennium, Canwest went deeply into debt to add
newspapers to the Global Television network it had owned since the mid-1970s. The Aspers quickly went from riding high at the millennium to being out of
business less than a decade later.
The newly-formed
Postmedia Network took over its newspapers and began to make massive layoffs,
for which hedge fund owners were notorious. It cut most of the editing
positions at its newspapers across the country by centralizing their production
at a strip mall in Hamilton. Postmedia then paid $316 million in 2014
for Sun Media, which was Canada’s second-largest newspaper chain. That gave it
the tabloid Edmonton Sun in addition to the broadsheet Journal it
already owned in Alberta’s capital, along with a Sun just to the south
in Calgary, where it also published the dominant Herald. In Ottawa, a Sun
similarly shone in the shadow of the Citizen. Postmedia’s plan in
those cities, Godfrey had assured all concerned, was strictly a mechanical combination similar to that operating for decades at its dailies in Vancouver, seeking $6-10 million a year in cost savings through efficiencies in administration and production, but keeping separate newsrooms.
The only problem was that the federal Competition Bureau had
neglected to make the promise a condition of allowing the purchase. Soon
Postmedia’s required savings grew to $50 million as its advertising revenues
continued to fall. Now the same stories and bylines were appearing in both
local newspapers while scores more journalists were laid off to cut costs.
The
little chain that grew
The Sun tabloids were near and dear to Godfrey, who had
piloted the growing Sun chain for most of the 1990s. He broke into the
newspaper business in 1984 as publisher of its flagship Toronto Sun straight
from a career in local politics, where he served as a North York alderman for
almost a decade starting in 1964 before going on to serve five terms as
chairman of the now-defunct Metro Toronto conurbation.
He quickly rose through the corporate ranks, becoming
president and chief operating officer of Toronto Sun Publishing Group in 1991,
which was then owned by Rogers Communications, and CEO a year later. “By 1999,
he had led a management buyout of the Sun's newspaper assets, taken that
company public and arranged its sale to Quebecor,” noted the Globe and Mail.
“The end result essentially tripled the company’s value and put an estimated
$28-million into Mr. Godfrey’s pocket.”
The “little newspaper that grew” proved that colourful
tabloids could find an audience in cities dominated by a larger broadsheet.
Competing dailies had been folding for decades across North America as mass
media alternatives exploded, but in Canada the success of tabloid Suns bucked
that trend. In Vancouver, there was already a Sun and it was a
broadsheet, but its Province partner converted to tabloid format in 1983
to keep the Sun chain out, and the makeover proved wildly successful, making it
especially popular with younger readers. Both Vancouver dailies were already
owned by Postmedia, and had been operating since 1957 in a partnership that was
ruled an illegal monopoly but allowed to continue on the basis of “economic
necessity.”
Foreign ownership
GoldenTree Asset Management’s
majority ownership of Postmedia should not have been allowed under Canadian
law, which limited foreign ownership in this culturally-sensitive industry to
25 percent, but decades of legal challenge to such limits had badly eroded
them. Sharp lawyers found a loophole that did an end run around the law by
forming a publicly-traded company with two classes of shares. Foreign owners
were given stock that varied in voting power, which supposedly kept their
“control” of the company under the allowable limit, even though their ownership
well exceeded it.
GoldenTree reached out to
Godfrey, who had headed a rival bid to acquire the newspaper chain out of
bankruptcy, to run its new Canadian operation. It needed someone with not only
some serious newspaper acumen, but also plenty of friends in high places, and
Godfrey was without doubt the best possible candidate. Torontoist described
him in 2015 as “a consummate networker and backroom operator, especially in
local Conservative circles,” but added that “his track record has sometimes
raised questions regarding whose interests he works for.” Phil Lind, a Rogers executive who helped hire Godfrey to run the Toronto Blue
Jays baseball team it owned, wrote in his 2018 memoirs that “few are better
political operatives than Paul.”
The Globe and Mail
described Godfrey as a “consummate strategist” in a 2014 profile. “Mr. Godfrey
begins planning his next moves early each day during solitary walks along
Toronto’s Bay Street. His Labrador retriever nudges him awake around 5:30 a.m.
and they set out from his home at the Four Seasons Private Residences.”
He had left the newspaper
business in 2000 after brokering the $983-million sale of Sun Media to
Quebecor, which gutted it with 300 layoffs. He was chair of the Ontario Lottery
and Gaming Corporation when Canwest lured him back as president and CEO of its
flagship National Post in 2009. Godfrey was already 71 by the time
GoldenTree came calling the following year, asking him to head the whole chain,
but he couldn’t say no. Not with what they offered him.
“I’ve been a workaholic all my
life, and I’m not slowing down,” he told Toronto Life when he was 73. “I
work out three times a week, which keeps me energized. . . . I start by running
six kilometres, then I’ll do lateral lifts with 12-pound weights while standing
on one foot on a Bosu ball. I’m stronger now than I was in my 40s.”
Competition Bureau failure
Postmedia’s 2014 purchase of Sun Media raised concentration
of newspaper ownership in Canada to among the highest in the free world. The
Competition Bureau had been a huge failure in preventing it, seemingly waving
the white flag at every opportunity to enforce the country’s anti-trust laws.
Its gyrations in allowing Postmedia’s acquisition of Sun Media, however, proved
the height of absurdity.
Its economic analysis laughably concluded that the tabloids
acquired from Sun Media didn’t compete for advertising with the company’s
broadsheets. It cited one paper by an economist which concluded that newspaper
monopolies in Canada didn’t result in higher prices despite decades of studies
worldwide which showed they did. That had all gone down on Stephen Harper’s watch as Conservative prime
minister, however, as had Postmedia’s foreign ownership. Many hoped the new
Liberal government elected in late 2015 would do something to clean up the mess
that Americans were making of our news media.
Long-time Vancouver Centre MP Hedy Fry was doing her best to
try. She had been outraged by the merging of newsrooms in her town. Fry quickly
convened hearings in Ottawa that February of the Standing Committee she chaired
of the Department of Canadian Heritage. “I know that our government has a
strong will to deal with this now,” said Fry, then 74. “The thing about
politics is that the time comes one day when stuff is facing you so hard that
you have to do something about it.
That time has come.”
The hearings
would eventually result in a report that recommended changes to media
regulation in Canada in order to bring ownership concentration under control.
Unbeknownst to most, however, a parallel process was already underway which
would ensure that another narrative dominated. The Heritage committee was
supposed to tour the country that summer to hear from Canadians, but after the
money proved unavailable in its budget, the field work had been contracted out
to a so-called “think tank” in a study funded partly by Heritage and partly
with corporate money.
Postmedia “a cancer”
The Toronto Star was Postmedia’s – and Godfrey’s –
harshest critic for their decimation of Canada’s largest dailies. It had
blasted Postmedia earlier in 2016 as nothing less than “a cancer on Canadian journalism.” The malignancy was created by “quick-buck hedge funds in the
U.S.,” railed the Star. The acquisition of Sun Media was a “thinly
disguised foreign takeover” that resulted in “a far greater concentration of
news media ownership than exists in any other major economy.”
From what Star business reporter David Olive could
tell, there couldn’t be much life left in Postmedia, which was fortunate. “As
long as the biggest newspaper publisher in the country clings to life,” he
quipped, “it is a blight on all the communities it underserves.” Postmedia was
in “such wretched condition,” he insisted, that it was surely “not long for
this world.” Postmedia was “flirting with insolvency,” according to Olive,
since its earnings continued to plummet in lockstep with its advertising, which
was increasingly migrating to the Internet.
The company had been so laden with debt held by its hedge
fund owners that it couldn’t possibly keep up the payments much longer due to
its falling revenues, according to Olive. “Postmedia has installed a time bomb
on its balance sheet of $672 million in debt owed to the U.S. hedge funds,” he
pointed out, and much of the debt had to be paid in mere months. “It's very
difficult to see where Postmedia will get the money to do this,” Olive
continued. “The interest payments have become downright asphyxiating.”
Of the $82 million in operating earnings that Postmedia would
generate that fiscal year, fully $72 million would go to servicing its debt,
meaning that its profits went mostly to its bondholders rather than its
shareholders.
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