RAYMOND J.

ETCHEVERRY (1010)
DAVID M. BENNION (5664)
PARSONS BEHLE & LATIMER
Attorneys for Defendant Desel'et News Publishing
Company
One Utah Center
201 South Main Street, Suite 1800
Salt Lake City, UT 84111
Telephone: (801) 532-1234
Facsimile: (801) 536-6111
ecf@parsonsbehle.com
IN TIlE UNITED STATES DISTRICT COURT
DISTRICT OF UTAH, CENTRAL DIVISION
UTAH NEWSPAPER PROJECT, dba
CITIZENS FOR TWO VOICES,
Plaintiff,
vs.
DESERET NEWS PUBLISHING COMPANY
and KEARNS-TRIBUNE, LLC,
Defendants.
DECLARATION OF CLARK
GILBERT IN OI>}>OSITION TO
PLAINTIFF'S MOTION FOR
PRELIMINARY INJUNCTION
Case No. 2: 14-CV-00445-CW
Judge Clark Waddoups
I, Clark Gilbert, hereby swear uncleI' the penalties of peljury that the following assertions
are true:
1. I am over the age of eighteen (18) years and have personal knowledge of the
statements of this Declaration. If called as a witness, I could competently testify to the facts set
forth in this Declaration.
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2. I am the CEO of Deseret News Publishing Company ("Deseret News
Publishing") and Deseret Digital Media. The daily newspaper Desel'et News, published by
Desetet News Publishing, is a voice for faith and family and is one of the faster growing
newspapers in the country. Deseret Digital Media, Inc. ("DDM") manages websites (including
Desel'et News' website, deseretnews.com), social channels, and mobile applications that reach
over 50 million people monthly.
3. I previously served as an associate academic vice president at Brigham Young
University-Idaho, where I oversaw the university's online learning and distance education
initiatives. I was also a professor of entrepreneurial management at the Harvard Business School
and I have a background in media innovation. I have written articles on innovation in the
Harvard Business Review and MIT/Sloan Management Review. I also authored the book "From
Resource Allocation to Strategy," published by Oxford University Press. I graduated from
Brigham Young University. I earned a master's degree from Stanford University and a doctoral
degree from the Harvard Business School.
4. In late 2012, representatives of the owner of The Salt Lake Tribune approached
reprcscntatives of Deseret News Publishing to discuss possible amendments to the Joint
Operating Agreement (".lOA"). The JOA had been executed in 1952 by the then-owners of the
Deseret News and The SaIl Lake Tribune. Prior to 2013, the JOA had been amended several
times.
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5. Deseret News Publishing ultimately reached an agreement with the owner of The
Salt Lake Tribune, and, on October 18, 2013, executed the 2013 Amendment and Restatement of
Agreement (the "2013 Amendment"), which amends the JOA.
6. In evaluating, negotiating and ultimately executing the 2013 Amendment, it was
never Deseret News Publishing's intention or design to enter into a transaction that would cause
The Salt Lake Tribune to cease publication or cease to exist. To the contrary, throughout all of
the discussions regarding the proposed amendments, the representatives of The Salt Lake
Tribune consistently told Desel'et News Publishing that the proposed amendment would benefit
The Salt Lake Tribune and its owner. Deseret News Publishing believes that the Salt Lake City
community is benet1tted by the presence of diverse editorial voices, including The Sall Lake
Tribune.
7. For its part, Desel'et News Publishing entered into the 2013 Amendment because
it was a prudent transaction that furthered Deseret News Publishing's legitimate business
interests. Through the 2013 Amendment, Deseret News Publishing shored up pension
obligations, was able to make a sound investment in its national publication enterprise, and
enhanced its ability to manage the advertising and distribution of the Deseret News. The 2013
Amendment fits Deseret News Publishing's interest in pursuing a dual transformation strategy
that includes migrating to digital media while simultaneously maintaining and expanding its
traditional print capabilities, including a national edition of the Deseret News,
8. The owner of The Salt Lake Tribune received substantial protections and benet1ts
as a result of the 2013 Amendment. The owner of The Salt Lake Tribune requested and Deseret
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News Publishing agreed to numerous and significant protections and rights tor the owner of The
Sail Lake Tribllne that were new to the .lOA-protections and rights that were 110t extended to
Deseret News Publishing during the sixty-one years it helel a minority interest in Newspaper
Agency Company, LLC (and its predecessors Newspaper Agency Corporation and NAC, Inc.)
("NAC"). These protections and benefits also include, among many others, free access and use
for The Salt Lake Tribllne of the printing plant-including future access should the JOA
terminate by its own terms in 2020; receipt of full ownership of The Salt Lake Tribune digital
operations; and the right to prevent a signitlcant number of potential fundamental changes
without the consent of The Salt Lake Tribllne's representatives on the Management Committee
of NAC, such as changes to page budgets, publication frequency and circulation promotion.
Since the 2013 Amendment became effective on October 18, 2013, Deseret News Publishing and
the owner of The Salt Lake Tribllne have implemented its terms. As a result, substantial moneys
have changed hands and been expended, title to multiple assets has been transferred, business
operations have been altered, and secondary and tertiary business arrangements have been
entered into based upon the effect and operation of the 2013 Amendments.
9. Contrary to the relief Plaintiff has requested through its Complaint and Motion for
Preliminary Injunction, it is neither commercially practicable nor reasonably possible to put the
parties back into the same positions they were in prior to their execution of the 2013
Amendment. That transaction preserves both newspapers, and was entered into in good faith and
at arm's length. It should not be undone at the instance of outside third parties, regardless of
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their motive or intention, who do not understand the financial and managerial challenges of print
and digital publishing in today's Salt Lake City environment.
DATED this?:i:2.. day of June, 2014.
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