Dallasnews Corporation SEC Filings

DallasNews Corp (DALN) has entered into a definitive merger agreement with Hearst Media West, LLC at an all-cash price of $14.00 per share. Amendment No. 12 to Schedule 13D, filed by Chairman Robert W. Decherd, discloses the transaction and updates his beneficial ownership information.

Key terms include: (1) Destiny Merger Sub, a wholly owned subsidiary of Hearst, will merge with DallasNews, leaving the company as the surviving entity; (2) each outstanding share of Series A or Series B Common Stock—other than those held by the company, Hearst or dissenting shareholders—will convert into the right to receive $14.00 in cash; (3) closing is contingent on customary conditions, including shareholder approval and the absence of dissenters exercising appraisal rights.

• Decherd beneficially owns 590,605 Series B shares (96.2%) plus 78,165 Series A shares (1.6%).
• He, along with other affiliated shareholders, signed a Voting Agreement obligating them to vote in favor of the merger and restricting share transfers until closing or earlier termination events.
• Sole voting/dispositive power: 589,448 Series B shares; shared power: 1,157 Series B shares.

The overwhelming control of Series B shares by Decherd and his binding commitment greatly reduces deal-completion risk, making the $14.00 cash offer the most probable outcome for minority holders.

DallasNews Corporation (DALN) has entered into a definitive merger agreement under which it will become a wholly owned subsidiary of Hearst Media West, LLC. The deal, announced to employees, community leaders and clients on 10 July 2025, is targeted to close in the third or early fourth quarter of 2025, pending shareholder approval and customary conditions.

The employee letter emphasises strategic alignment: Hearst’s history of investing in digital transformation, its nationwide portfolio of 28 dailies, 50 weeklies and other media assets, and its private-company status that “removes short-term public market pressures.” DALN management cites progress on its “Return to Growth” plan—solid cash, no debt—but acknowledges ongoing structural challenges that a larger owner can better address. Medium Giant, DALN’s marketing-services subsidiary, is expected to integrate with Hearst Newspapers’ agency services, expanding reach and functional expertise.

Operational continuity: DALN will continue trading on Nasdaq until close and employees are told it is “business as usual.” Detailed Q&A reiterates that no role changes are expected before completion; post-closing integration plans will be communicated later. All stakeholder communications contain standard forward-looking-statement language and remind investors that a proxy statement will be filed with the SEC.

• Timeline: Close anticipated Q3–Q4 2025.
• Approvals: Requires DALN shareholder vote and regulatory clearances.
• Deal terms: Purchase price and other financial specifics were not disclosed in these materials.

The communications frame the merger as a strategic solution to industry disruption, offering scale, capital and digital capabilities, while cautioning about customary risks such as deal termination, litigation and employee retention.

DallasNews Corporation (NASDAQ: DALN) has entered into a definitive Agreement and Plan of Merger with Hearst Media West, LLC. Destiny Merger Sub, Inc., a wholly-owned subsidiary of Hearst, will merge into DallasNews, after which DallasNews will survive as a privately-held, wholly-owned subsidiary of Hearst.

Cash consideration: each outstanding share of Series A or Series B common stock will be converted into the right to receive $14.00 in cash at closing. Shares held by the Company, Hearst or dissenting shareholders are excluded.

Board & shareholder process: the DallasNews board unanimously approved the transaction. Closing requires (i) two-thirds of the total voting power, (ii) two-thirds of Series A shares voting separately, and (iii) two-thirds of Series B shares voting separately. A Voting and Support Agreement signed by Robert W. Decherd and affiliates binds approximately 55.0% of the total vote (96.2% of Series B; 1.6% of Series A) to support the deal.

Key closing conditions:

• Regulatory and customary legal approvals with no injunctions.
• Company net cash of ≥ $20 million at the effective time.
• Accuracy of representations and compliance with covenants.

Termination terms: either party may walk away if the merger is not completed by January 9 2026. DallasNews may owe Hearst a $3 million termination fee under specified circumstances, including acceptance of a superior proposal.

Executive compensation changes:

• Transaction bonuses payable at closing: CEO Grant S. Moise $1.65 million; President Mary Kathryn Murray $0.85 million.
• Amended retention letters could provide up to $1.5 million (Moise) and $1.0 million (Murray) post-closing, plus accelerated equity of $606,375 and $270,000, respectively.
• CFO Catherine G. Collins granted change-in-control severance equal to 12 months’ base salary and COBRA coverage.

Governance & bylaws: the board adopted Second Amended and Restated Bylaws introducing (i) Texas Business Court as exclusive forum, (ii) jury-trial waiver on internal claims, and (iii) 3 % ownership threshold for derivative actions.

Post-closing: DallasNews’ Series A Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act. Hearst Communications, Inc. has provided an unconditional guarantee of all Buyer obligations, including the cash consideration.

A joint press release announcing the merger was issued on July 10 2025. A proxy statement will be filed with the SEC; shareholders are urged to review it when available.

DallasNews Corporation (NASDAQ: DALN) has entered into a definitive agreement to be acquired by Hearst Media West, LLC, an affiliate of Hearst Communications, for an all-cash price of $14.00 per share. Destiny Merger Sub, Inc. will merge with and into DallasNews, with DallasNews surviving as a wholly-owned subsidiary of Hearst.

Key deal terms

• Transaction unanimously approved by the DallasNews Board on 9 July 2025.
• All outstanding Series A and Series B shares (other than excluded shares) will receive $14.00 in cash at closing.
• Hearst Communications has provided an unconditional guaranty of all Parent and Merger Sub obligations.
• Closing conditions include: (i) two-thirds approval from each share class and from all voting power combined; (ii) no injunctions; (iii) customary reps & warranties accuracy; (iv) no continuing material adverse effect; and (v) DALN net cash ≥ $20 million at the effective time.
• Outside date: 9 January 2026.
• Termination fee: $3 million payable by DALN under specified circumstances.

Shareholder support

• Robert W. Decherd and affiliates, controlling ~55% of voting power (96.2% of Series B), signed a Voting & Support Agreement committing their shares to vote for the merger.

Executive compensation

• Transaction bonuses totalling $2.5 million to CEO Grant S. Moise ($1.65 m) and President Mary K. Murray ($0.85 m) payable at closing.
• Retention packages and severance protections amended, including additional cash payments, COBRA subsidies, and accelerated equity vesting upon a change in control for the CEO, President and CFO.

Governance updates

• Board adopted Second Amended & Restated Bylaws, adding Texas Business Court as exclusive forum, jury-trial waiver, and a 3% ownership threshold for derivative suits.

Upon completion, DALN shares will be delisted from Nasdaq and deregistered under the Exchange Act. A joint press release was issued on 10 July 2025, and a proxy statement will be filed with the SEC.