Verizon takes steps to spin-off its yellow pages business

RR Donnelley buys OfficeTiger for $250mm

McClatchy to buy Knight-Ridder for $4.5B

Hedge fund argues for RR Donnelley leveraged recap

Knight Ridder's largest shareholder pushes for sale

RH Donnelley buys Dex Media for $4.2 billion

EW Scripps and Gannett buy e-Commerce companies

Lee Enterprises completes acquisition of Pulitzer

Morningstar completes IPO

Thomson buys Information Holdings

Dow Jones completes acquisition of MarketWatch

Creates 2^nd largest US newspaper publisher

• McClatchy adds Miami Herald, Kansas City Star,
  Fort Worth Star-Telegram and Charlotte Observer

• Plans to divest 12 Knight-Ridder papers

• $4.5B acquisition; $6.5B with assumed debt

• KRI stock chart  MNI stock chart
• Follows 18% shareholder urging sale of Knight-Ridder

• $3.75B financing commitment

• From Banc of America and JP Morgan
• Financing summary

• DOJ makes second request

Divestitures

• Divests four Knight Ridder papers for $1B

• Press release 4.26.06

• Divests two Philadelphia papers for $562mm

• Press release 5.23.06

• Divests Wilkes-Barre Times Leader for $65mm

• Form 8-K 6.28.06
• Purchase agreement

• Completes plans to divest 12 papers

• Press release 6.26.06
• Will get $2.1B in proceeds
• Divestitures average 11x LTM cash flows
• Aggregate acquisition is at 9.5x LTM cash flows

Deal terms

Announced 3.13.06

Advisors

Proxy solicitation

Agreements

Activist shareholder had urged sale of Knight-Ridder

Verizon takes steps to divest its yellow pages business

• VZ press release 7.07.06

• Expect to "complete a disposition of its directories publishing operations which could include the spin-off, a sale or other transaction, or combination of these alternatives by the end of 2006"

• Files spin-off documents with SEC 7.07.06

• Form 10
• Information statement

• Unit has operating revenue of $3.5 billion and
  estimated stand-alone value of up to $17 billion
• VZ stock chart

Exploration of strategic alternatives began in Dec 2005

• Hired Bear Stearns and JP Morgan
• Verizon press release 12.04.05

• See Dex Media - RH Donnelley for comparable deal

Combines two leading publishers of yellow pages

• Will be 3^rd largest US directory publisher

• $12.30 plus 0.24154 RHD share, per Dex share
• $4.2 billion total deal value
• Pro forma ownership: 47% RHD : 53% Dex

• Merger consideration
• RHD stock chart

• Background

• Financing commitment
• Dex is owned by private equity firms

• Carlyle
• Welsh Carson
• Private equity merger exit

• Affect on indentures ("change in control" provisions)
• Shareholders approve 1.25.06

Advisors

Announced 10.03.05

Closed 2.07.06

Proxy solicitation

Interim communications

Agreements

Employment matters

Independent investment research

• $140.8 million common stock sold at $18.50 per share
• Sells out SOFTBANK Finance's 19.8% stake
• No proceeds to company
• Continues to be 78% owned by founder, Joe Mansueto
• Used WR Hambrecht OpenIPO auction process
• Offering summary
• Trading symbol: MORN
• Winston & Strawn / Sidley Austin

Final Prospectus 5.02.05

SEC Registration

Agreements

Employee Matters

One newspaper chain buys another

• Creates nation's 7th largest, by circulation
• 4th largest, by number of papers
• Pulitzer auctioned itself, to address competitive issues
  over its comparatively small size
• Lee paid $64 per share
• Gannett was cover bidder at $62 per share
• Background
• Buyer's post-closing commitments
• Prior to closing Pulitzer restated its financials;
  Disclosed internal control weaknesses;
  Buyer kept to schedule

Deal terms

Advisors

Announced 1.30.05

Completed 6.03.05

Agreements

Pulitzer Voting Trust

Proxy solicitation

Fairness opinions

Shareholder litigation

Interim communications

Employee matters

Publisher acquires online financial news company

• $528 million cash merger
• Background

Deal terms

Advisors

Announced 11.14.04

Completed 1.24.05

Agreements

Proxy solicitation

Fairness opinions

Interim communications

Thomson acquires life science information company

• $28 per share; $441 million total, net
• Background

Advisors

Announced 6.28.04

Completed 11.30.04

Proxy solicitation

Agreements

Interim communications

Industries