Torstar

Torstar Corporation

Company type	Private
Industry	Mass media
Founded	1958(1958)
Headquarters	8 Spadina Ave Toronto,Ontario
Key people	Neil Oliver (CEO)
Owner	Jordan Bitove
Number of employees	<1000 (2024)
Divisions	Toronto Star Metroland Media Group
Website	www.torstar

One Yonge Street,the former Torstar headquarters.

Torstar Corporationis a Canadianmass mediacompany which primarily publishes news. In addition to theToronto Star,its flagship and namesake, Torstar also publishes daily newspapers inHamilton,Peterborough,Niagara Region,andWaterloo RegionIn addition to theMetroland Media Groupand a minority position onCanadian Press.The corporation was initially established in 1958 to take over operations of theStarfrom theAtkinson Foundationafter a provincial law banned charitable organizations from owning for-profit entities. From 1958 to 2020, theclass A sharesof Torstar were held by the families of the original Atkinson Foundation trustees. The private investment firm NordStar Capital LP, now owned by Jordan Bitove, acquired the company in 2020.

History

Torstar was founded after theOntariogovernment passed a law barring the provisions of late-Toronto StarownerJoseph Atkinson'swillfrom being enacted. Atkinson had bequeathed the newspaper to a charitable organization he had founded. TheProgressive Conservativeprovincial government ofGeorge Drewpassed a law banning charitable organizations from operating profitable entities such as newspapers. Rather than sell the newspaper, the trustees of the Atkinson Foundation bought out the Star privately and founded Torstar as a private corporation.

On November 26, 2010, it was announced that theCanadian Pressnews agency would be taken over by a for-profit corporation, with Torstar serving as one of its investors. On November 27, 2017,Postmediaand Torstar announced a transaction in which Postmedia would sell seven dailies, eight community papers, and the Toronto and Vancouver24 Hoursto Torstar, in exchange for 22 community papers and the Ottawa and Winnipeg versions ofMetro.Except for theExeter Times-Advocate,St. Catharines Standard,Niagara Falls Review,Peterborough Examiner,andWelland Tribune,all acquired papers were to be closed. Torstar stated that it wanted to focus on building synergies within its existing markets served.The swaps effectively remove competition between the two companies in the affected markets;theCompetition Bureaustated that it would review the proposed deal.and in March 2018, formally accused the companies of usingno-compete clausesto reduce competition in the newspaper industry, in violation of theCompetition Act. On December 20, 2018, Torstar applied to the Ontario Superior Court for an order to keep documents seized from its offices by theCompetition Bureausealed from the public.

Sale to NordStar

Initial NordStar proposal

On May 26, 2020,Toronto Starpublisher John Honderich announced the sale of Torstar to Nordstar Capital LP, for $52 million. The price for the class A voting shares and class B non-voting shares was set at 63 cents in the deal. At the time of the most recent quarter, Torstar had $69 million in cash on its balance sheet – more than the $52-million acquisition price from Nordstar.However, Torstar's share price had suffered from the company's inability to generate enough revenue or cost savings to pay quarterly dividends, which were suspended late in 2019. The suspension pushed the publicly traded B shares to what was then the lowest level since at least the late 1990s — 53 cents.Weeks prior to the announcement of the deal, Torstar had reported a $23.5-million loss for the first quarter of 2020.

The new owners planned to make Torstar a private company with formerPremier of OntarioDavid Petersonas chair of the board.

NordStar revised proposal and final sale

On July 11, the NordStar bid was increased to $60 million, or 74 cents per share, with the Voting Trust and Fairfax revising their soft lock-up agreements, to hard lock-ups.This effectively put an end to the bidding process because the terms of the revised bid meant that "the Voting Trust and Fairfax can't change their votes to support any other bid".

In the shareholder vote held on July 21, 99.7% of the class A shareholders favoured the NordStar offer as did 98.1% class B shareholders. However, only 81.9% of minority shareholders (not including the Voting Trust or Fairfax Financial) voted to accept the NordStar offer.On July 23, Blake, Cassels & Graydon LLP, an international corporate law firm representing Torstar, brought forth a motion on behalf of Torstar before Ontario Superior Court Justice Gilmore to approve Torstar's plan of arrangement with respect to the acquisition of Torstar.Grant Vingoe, chair of the Ontario Securities Commission, had previously said in a letter to Andrea Horvath that the court was the appropriate venue to challenge the proposal.He further said that the test to be applied by the court was whether the process leading to the arrangement was fair and reasonable. On July 25, theGlobe and Mailpublished an interview with Butch Folland, a significant member of Torstar's voting trust and the great grandson of the founder of Torstar, Joseph E. Atkinson, Torstar's original publisher and the author of the Atkinson Principles. Folland is also the grandson of Harry Hindmarsh, who was President of the Star following Atkinson's death in 1948. His personal ties to theToronto Stardate back to age 13 when he took a job as an office boy. In that article. Folland is quoted as saying, "I was really disappointed in the outcome. I felt that the process wasn't really fair in the way it affected me."

Late in the evening on July 27, an Ontario court approved the $60-million takeover of Torstar Corp. by private equity firm NordStar Capital LP over the objections of a rival bidding group, which immediately said it planned to appeal the judge's decision.Ontario Superior Court Justice Cory Gilmore ruled NordStar, could close their purchase of Torstar,

Operations

Daily News Brands

TheDaily News Brandsdivision primarily comprises theToronto Starand its associated properties, includingTorstar Syndication Services.The division also ownsThe Hamilton Spectator,theWaterloo Region Record,theSt. Catharines Standard,theNiagara Falls Review,theWelland Tribune,and thePeterborough Examiner. TheStarMetrochain of free daily newspapers servingCalgary,Edmonton,Halifax,Toronto,andVancouverwas also part of this division until publication of those titles ceased in 2019.

Community Brands

The Community Brands division,Metroland Media Group,owns more than 70 weekly community papers as of late May 2020, the free magazineCanadian Immigrant,and other community-oriented properties.

VerticalScope

On July 29, 2015, Torstar announced its acquisition of a 56% majority stake in VerticalScope, a Toronto-based owner of online communities, for $200 million. VerticalScope operates numerous websites and internet discussionmessage boardsdedicated to various topics. Torstar CEO David Holland explained that the purchase was designed to bolster the company's presence in digital media.

As of June 2021, VerticalScope was taken publicand through an IPO and is now publicly traded under the tickerFORAon the Toronto Stock Exchange. As part of that IPO, Torstar ceased owning VerticalScope.

Star Touch and ePaper apps

Launched in 2015, Toronto Star Touch was the company's app designed specifically for tablet computers. It was discontinued in late July 2017 after an investment totaling $20 million because of an inadequate volume of readers and advertisers and was replaced by universal apps available for both Android and iOS smartphones and tablets.

Management

The following is a list of past presidents and CEOs of Torstar:

• Beland Honderich1966–1988 (as president), 1976–1988 (as CEO and chair)
• David R. Jolley1988–1994
• David A. Galloway1988–2002
• J. Robert S. Prichard2002–2009
• David P. Holland2009–2017
• Neil Oliver 2022–present

Other investments

Torstar owns a 20 per cent stake in theVictoria, British Columbia-based newspaper publisherBlack Press.The company is also part owner ofThe Canadian Press.

Past investments

Torstar launched a weekly celebrity-based magazine calledScoopin 2005, which folded one year later.

Between late 2005 and early 2011, Torstar also held a 20 per cent stake inCTVglobemedia,a Canadian media company which broke up whenBCE Inc.,the parent company ofBell Canada,purchased the company's media assets.This caused some controversy because CTVgm ownedThe Globe and Mail,a competing newspaper to Torstar's ownToronto Star.There were no editorial hurdles between the two newspapers however. Torstar sold its shares in 2011.

On May 2, 2014, Torstar announced the sale ofHarlequin Enterprises,a publisher of romance novels, toHarperCollinsfor $415 million.

See also

• Postmedia Network
• Quebecor Media
• The Woodbridge Company
• Grant v. Torstar Corp.

External links

• Torstar corporate webpage