Press Releases

Journal Register Company to Acquire 21st Century Newspapers

TRENTON, NJ, July 6, 2004 - Journal Register Company announced today that it has reached a definitive agreement to acquire 21st Century Newspapers, Inc., a privately held operator of one of the largest newspaper clusters in the United States.

Dirks, Van Essen & Murray, a newspaper merger-and-acquisition firm in Santa Fe, New Mexico, acted as one of the advisors to 21st Century Newspapers, Inc., in the transaction.

Located in Michigan, 21st Century Newspapers, Inc. owns four daily newspapers with combined average daily net paid circulation of approximately 137,500 and combined average Sunday net paid circulation of approximately 176,000. The daily newspapers owned by 21st Century include The Daily Oakland Press (67,750 daily circulation and 81,500 Sunday circulation), The Macomb Daily (45,500 daily circulation and 67,000 Sunday circulation), The Daily Tribune in Royal Oak (13,000 daily circulation and 15,000 Sunday circulation), and The Morning Sun in Mount Pleasant (11,000 daily circulation and 13,000 Sunday circulation). The acquisition also includes 87 non-daily publications with approximately 1.5 million non-daily distribution.

The purchase price for the acquisition is $415 million and will be paid in cash. The acquisition will be financed with the proceeds of a new senior credit facility provided by JP Morgan. The new facility will also refinance Journal Register Company's existing indebtedness.

For the trailing 12 months ended June 2004, revenues and EBITDA for 21st Century are estimated to be $156 million and $35 million, respectively. The transaction values 21st Century Newspapers at approximately 11.5 x EBITDA for the trailing 12 month period, after giving effect to certain net operating loss carryforwards that have an estimated net present value of $13 million. The Company expects the acquisition to be accretive to earnings in 2005. The Company also expects the acquisition to add approximately $0.20 per diluted share to free cash flow in 2005, partially reflecting the utilization of the net operating loss carryforwards.

The 21st Century newspaper cluster will become the Company's second largest cluster based on revenues, after the Company's Greater Philadelphia cluster. The Daily Oakland Press and The Macomb Daily will become the Company’s second and third largest newspapers, respectively, with the New Haven Register remaining the Company’s flagship and largest newspaper. Upon completion of the acquisition, Journal Register Company will own 27 daily newspapers with combined daily circulation of approximately 650,000 and Sunday circulation of approximately 675,000, and 327 non-daily publications with combined non-daily distribution of over five million.

21st Century is currently owned primarily by affiliates of Kelso & Company and Goldman Sachs Capital Partners, as well as Frank Shepherd, Chairman and Chief Executive Officer of 21st Century Newspapers, Inc.

For further information contact Owen Van Essen or Phil Murray at Dirks, Van Essen & Murray, (phone) 505-820-2700 or (fax) 505-820-2900.