Case 8:15-bk-15311-MW Doc 27 Filed 11/03/15 Entered 11/03/15 13:12:12 Desc Main Document Page 1 of 89 1 William N. Lobel, State Bar No. 93202 [email protected] 2 Alan J. Friedman, State Bar No. 132580 [email protected] 3 Beth E. Gaschen, State Bar No. 245894 [email protected] 4 Christopher J. Green, State Bar No. 295874 [email protected] 5 LOBEL WEILAND GOLDEN FRIEDMAN LLP 650 Town Center Drive, Suite 950 6 Costa Mesa, California 92626 Telephone 714-966-1000 7 Facsimile 714-966-1002 8 Proposed Attorneys for Debtors and Debtors-in-Possession 9 UNITED STATES BANKRUPTCY COURT 10 CENTRAL DISTRICT OF CALIFORNIA 11 SANTA ANA DIVISION 12 In re Case No. 8:15-bk-15311-MW 13 FREEDOM COMMUNICATIONS, INC., a Chapter 11 Delaware corporation; et al.,1 14 (Jointly Administered with Case Nos. Debtors and 8:15-bk-15312-MW; 8:15-bk-15313-MW; 15 Debtors-in-Possession. 8:15-bk-15315-MW; 8:15-bk-15316-MW; 8:15-bk-15317-MW; 8:15-bk-15318-MW; 16 Affects: 8:15-bk-15319-MW; 8:15-bk-15320-MW; Costa Mesa, California 92626 92626 California Mesa, Costa 8:15-bk-15321-MW; 8:15-bk-15322-MW; 650 Town CenterDrive, Suite 950 Tel 714-966-1000 Fax 714-966-1002 714-966-1002 Fax 714-966-1000 Tel 17 All Debtors 8:15-bk-15323-MW; 8:15-bk-15324-MW; 8:15-bk-15325-MW; 8:15-bk-15326-MW; LobeL Weiland Golden Friedman LLP Friedman Golden Weiland LobeL 18 Freedom Communications, Inc., a 8:15-bk-15327-MW; 8:15-bk-15328-MW; Delaware corporation, ONLY 8:15-bk-15329-MW; 8:15-bk-15330-MW; 19 8:15-bk-15332-MW; 8:15-bk-15337-MW; Freedom Communications Holdings, 8:15-bk-15339-MW; 8:15-bk-15340-MW; 20 Inc., a Delaware corporation, ONLY 8:15-bk-15342-MW; 8:15-bk-15343-MW) 21 1 The last four digits of the Debtors' federal tax identification numbers are as follows: Freedom 22 Communications, Inc. (0750); Freedom Communications Holdings, Inc. (2814); Freedom Services, Inc. (3125); 2100 Freedom, Inc. (7300); OCR Community Publications, Inc. (9752); Daily Press, LLC (3610); 23 Freedom California Mary Publishing, Inc. (4121); Freedom California Ville Publishing Company LP (7735); Freedom Colorado Information, Inc. (7806); Freedom Interactive Newspapers, Inc. (9343); Freedom 24 Interactive Newspapers of Texas, Inc. (8187); Freedom Newspaper Acquisitions, Inc. (4322); Freedom Newspapers (7766); Freedom Newspapers, Inc. (3240); Freedom Newspapers of Southwestern Arizona, 25 Inc. (5797); OCR Information Marketing, Inc. (7983); Odessa American (7714); Orange County Register Communications, Inc. (7980); Victor Valley Publishing Company (6082); Victorville Publishing Company 26 (7617); Freedom SPV II, LLC (8253); Freedom SPV VI, LLC (8434); Freedom SPV I, LLC (3293); Freedom SPV IV, LLC (8500); and Freedom SPV V, LLC (9036). The Debtors' mailing address is 625 N. Grand 27 Avenue, Santa Ana, California 92701. 28 1041535.3 1 DECLARATION Case 8:15-bk-15311-MW Doc 27 Filed 11/03/15 Entered 11/03/15 13:12:12 Desc Main Document Page 2 of 89 1 Freedom Services, Inc., a Delaware DECLARATION OF CHRIS D. DAHL, corporation, ONLY CHIEF FINANCIAL OFFICER, IN 2 SUPPORT OF FIRST-DAY MOTIONS 2100 Freedom, Inc., a Delaware FILED CONCURRENTLY HEREWITH 3 corporation, ONLY 4 OCR Community Publications, Inc., a California corporation, ONLY 5 Daily Press, LLC, a California limited 6 liability company, ONLY 7 Freedom California Mary Publishing, Inc., a California corporation, ONLY 8 Freedom California Ville Publishing 9 Company LP, a California limited partnership, ONLY 10 Freedom Colorado Information, Inc., a 11 Delaware corporation, ONLY 12 Freedom Interactive Newspapers, Inc., a California corporation, ONLY 13 Freedom Interactive Newspapers of 14 Texas, Inc., a Delaware corporation, ONLY 15 Freedom Newspaper Acquisitions, Inc., a Delaware corporation, ONLY 16 Costa Mesa, California 92626 92626 California Mesa, Costa Freedom Newspapers, a Texas general 650 Town CenterDrive, Suite 950 Tel 714-966-1000 Fax 714-966-1002 714-966-1002 Fax 714-966-1000 Tel 17 partnership, ONLY LobeL Weiland Golden Friedman LLP Friedman Golden Weiland LobeL 18 Freedom Newspapers, Inc., a Delaware corporation, ONLY 19 Freedom Newspapers of Southwestern 20 Arizona, Inc., a California corporation, ONLY 21 OCR Information Marketing, Inc., a 22 California corporation, ONLY 23 Odessa American, a Texas general partnership, ONLY 24 Orange County Register 25 Communications, Inc., a California corporation, ONLY 26 Victor Valley Publishing Company, a 27 California corporation, ONLY 28 1041535.3 2 DECLARATION Case 8:15-bk-15311-MW Doc 27 Filed 11/03/15 Entered 11/03/15 13:12:12 Desc Main Document Page 3 of 89 1 Victorville Publishing Company, a California limited partnership, ONLY 2 Freedom SPV II, LLC, a Delaware 3 limited liability company, ONLY 4 Freedom SPV VI, LLC, a Delaware limited liability company, ONLY 5 Freedom SPV I, LLC, a Delaware 6 limited liability company, ONLY 7 Freedom SPV IV, LLC, a Delaware limited liability company, ONLY 8 Freedom SPV V, LLC, a Delaware 9 limited liability company, ONLY 10 11 I, Chris D. Dahl, declare as follows: 12 1. I am the Chief Financial Officer of the debtors and debtors-in-possession 13 (collectively, the "Debtors") in the above-captioned chapter 11 cases (the "Cases"). To 14 enable the Debtors to minimize the adverse effects of these Cases on their businesses, 15 the Debtors intend to request various types of relief in "first day" applications and motions 16 (collectively, the "First Day Motions").2 I submit this declaration in support of the Debtors' Costa Mesa, California 92626 92626 California Mesa, Costa 650 Town CenterDrive, Suite 950 Tel 714-966-1000 Fax 714-966-1002 714-966-1002 Fax 714-966-1000 Tel 17 (a) voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the LobeL Weiland Golden Friedman LLP Friedman Golden Weiland LobeL 18 "Bankruptcy Code") and (b) First Day Motions. I am authorized to submit this declaration 19 on behalf of the Debtors. 20 2. I have been employed by the Debtors and have served as Chief Financial 21 Officer ("CFO") from March 2015 to the present. Prior to my role as CFO, I acted as Vice 22 President of Finance from June 2014 through March 2015. During the period of April 23 2012 to June 2014, I was the CFO of The Orange County Register. I was the Director of 24 Internal Audit from October 2007 to 2012. For the seven years before that, I acted as 25 Assistant Corporate Controller. Finally, I was Manager, Internal Audit from September of 26 2 Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to 27 them in the relevant First Day Motion. 28 1041535.3 3 DECLARATION Case 8:15-bk-15311-MW Doc 27 Filed 11/03/15 Entered 11/03/15 13:12:12 Desc Main Document Page 4 of 89 1 1998 to June 2000. In my role as CFO, I am responsible for the following: (i) financial 2 planning and analysis; (ii) budgeting and forecasting; (iii) treasury and cash management 3 (collections); (iv) payroll and accounts payable; and (v) general accounting. 4 3. As a result of my tenure with the Debtors, my extensive day to day 5 experience with the financial matters impacting the Debtors' operations, my review of 6 relevant documents, and my discussions with other members of the Debtors' management 7 teams in the ordinary course of business, I am familiar with the Debtors' day-to-day 8 operations, business affairs, and books and records. Except as otherwise noted, I have 9 personal knowledge of the matters set forth herein and, if called as a witness, could and 10 would testify competently thereto. Except as otherwise stated, all facts set forth in this 11 declaration are based on my personal knowledge, my discussions with other members of 12 the Debtors' senior management, my review of relevant documents, or my opinion, based 13 on my experience and knowledge of the Debtors' operations and financial conditions. In 14 making this declaration, I have relied in part on information and materials that the Debtors' 15 personnel and advisors have gathered, prepared, verified, and provided to me, in each 16 case under my ultimate supervision, at my direction, and for my use in preparing this Costa Mesa, California 92626 92626 California Mesa, Costa 650 Town CenterDrive, Suite 950 Tel 714-966-1000 Fax 714-966-1002 714-966-1002 Fax 714-966-1000 Tel 17 declaration. LobeL Weiland Golden Friedman LLP Friedman Golden Weiland LobeL 18 4. The Debtors' senior management team includes: Richard Mirman, President 19 and Chief Executive Officer, Eric Spitz, director and secretary, and myself. The Debtors 20 also utilize the services of Rob Curley who is the editor and Senior Vice President of 21 content, Richard Sant, the Vice President of operations since 1975, Steve Churm, the 22 Chief Revenue Officer since January 2013, and Bruce Blair, the Vice President of 23 Circulation since 2007. 24 5. The declaration is divided into three parts. Part I of this declaration provides 25 background information about the Debtors, their business operations, their corporate and 26 capital structures, and the circumstances surrounding the commencement of the Cases. 27 Part II supplies specific information regarding the Debtors' proposed postpetition sale of 28 1041535.3 4 DECLARATION Case 8:15-bk-15311-MW Doc 27 Filed 11/03/15 Entered 11/03/15 13:12:12 Desc Main Document Page 5 of 89 1 the Debtors' assets and describes the pathway by which the Debtors intend to exit chapter 2 11.