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Rupert Murdoch, News Corp.

by Carolyn Murphy  |  Published August 21, 2008 at 1:43 PM
032006_rmurdoch%2C0.jpgFor Rupert Murdoch's News Corp., dealmaking across the globe and across media platforms keeps a steady clip. Here's a look at the latest:

SUMMER '08

On Aug. 5, News Corp. and U.K. buyout shop Permira Advisers LLP boosted their offer for set-top box technology group NDS Group plc to $63 per share, which values the News Corp. subsidiary at $3.2 billion. The deal was agreed upon in theory and formally accepted days later.

Meanwhile, News Corp. unveiled plans on Aug. 13 to explore options for the subsidiary of its News Outdoor Group, which operates outdoor advertisers in Eastern Europe, the Middle East and Southeast Asia, The Deal's Thomas Zadvydas explained. The news came days after Russian press reports suggested it was in talks with France's JCDecaux SA on a deal. Meanwhile, TPG Capital had offered $1.65 billion for the unit in 2007. Starting off July, News Corp. abandoned the auction of its Ottaway community newspaper group, nearly seven months after saying a sale was a possibility. The division publishes dailies and weeklies in East Coast states including Massachusetts, Maine, New Hampshire, New York and Pennsylvania and on the West Coast, in California and Oregon. Citing a note from Wachovia Capital Markets LLC's John Janedis, The Deal's Chris Nolter pointed out that the valuation likely put on these assets would be near $150 million, or a 5 times enterprise value to Ebitda ratio -- considerably less than Dow Jones & Co.'s sale of six Ottaway papers in November 2006 for $282.5 million, or 11.3 times then-projected Ebitda. (The latter Ottaway deal came ahead of News Corp.'s $5.6 billion deal for Dow Jones, detailed below.)

In June, The Deal's Andrew Bulkeley wrote:

Speculation that News Corp. may take a majority stake in German pay-TV company Premiere AG widened Friday, June 27, to include Spain's Digital+. Together, both companies would cost Rupert Murdoch's News Corp. nearly €5 billion ($7.85 billion). However, analysts suggested the global media giant needn't be in any rush in Germany and may face a tough fight on the Iberian Peninsula.
SPRING '08

Bulkeley also noted News Corp. had in May upped its Premiere stake to more than 25%, from the near 15% unveiled in January, arousing suspicion he could add the division to the Asian and European network, which his son, James Murdoch, oversees.

In April, Murdoch was plotting a $580 million deal for his then-latest target: Newsday, the Long Island, N.Y., paper owned by Tribune Co., which he had planned to fold into a joint venture with his New York Post and other News Corp. assets to help offset losses at the New York tabloid, according to April 22 reports from The Wall Street Journal and Newsday itself. Bethpage, N.Y.-based Cablevision Systems Corp., however, reeled Newsday in with a $650 million deal that gave Cablevision 97% of the company and allowed Tribune to hang on to 3%. Cablevision also beat out the $580 million offer from New York Daily News' Mort Zuckerman.

In theory, a News Corp.-Newsday deal would curb the Post's $50 million in annual losses, while the combined JV would earn about $50 million, the Journal said, citing a source familiar with the matter. Of course, regulatory scrutiny seemed an obvious factor given Murdoch and News Corp.'s substantial holdings in the New York area. (For more, see Dealwatch: Cablevision)

Earlier in April, The Wall Street Journal and The New York Times reported that Microsoft Corp. had enlisted News Corp. in its $44.6 billion fight for Yahoo! Inc., marking a change in tack for News Corp., which had flirted with a white-knight offer for Yahoo! (For more, see Dealwatch: Yahoo!)

Meanwhile, two other high-profile battles have kicked along for years. One involved Murdoch and fellow media mogul John Malone swapping their stakes in DirecTV Group Inc. and News Corp., respectively, which won FCC approval in February, and the other involves News Corp.'s British Sky Broadcasting Group Ltd.'s holding in ITV plc, Richard Branson's Virgin Media Inc. and competition issues. The latter is still awaiting a regulatory decision. For the history and the latest on both, see below. (For more on Branson, see Dealwatch: Richard Branson)

RINGING IN THE YEAR

Kicking off its dealmaking for the year, Murdoch's News Corp. unveiled Jan. 7 its €287 million ($421.4 million) deal for an almost 14.6% stake in Germany's top pay-TV group Premiere from German cabler Unitymedia. Citing an unnamed source, Reuters reported at the time that News Corp. would not launch a takeover attempt. The news came on the heels of a big 2007 for Murdoch and News Corp.: winning Dow Jones, launching Fox Business News and continuing expansion into fast-growing media markets.


Dow Jones shareholders approved its $5.16 billion News Corp. buyout Dec. 13, 2007, making way for the deal to close. Ahead of the shareholder vote, The Wall Street Journal reported Dec. 7, management changes at the top were already underway, while a New York Times piece on Dec. 12 outlined some ideas that have been kicked around since Murdoch came in. Some proposals included taking the words "Wall Street" out of the masthead to garner broader audience appeal and keeping front page stories shorter -- confined to the front. Such ideas, the Times said citing people briefed on the matter, were dismissed, but were evidence of a new owner not afraid to defy tradition.

The Journal reported on its Web site Dec. 6 that Dow Jones' chief executive, Richard Zannino, had resigned, making way for a new team led by Leslie Hinton, a longtime News Corp. exec, and Times of London editor Robert Thomson. CFO Bill Plummer and WSJ publisher Gordon Crovitz were pegged to follow suit, as were general counsel Joseph Stern and head of corporate communications, Linda Dunbar, according to a follow-up Journal piece. (For the complete play-by-play of the Dow Jones saga, see below.)

At the same time, Murdoch's son and likely heir James broadened his role at News Corp. as head its head in Asia and Europe, step down as chief of British Sky Broadcasting Group plc and take on his father's position as the broadcaster's non-executive chairman.

And in April 2008, Journal managing editor Marcus Brauchli took his leave after just four months in the role.

ONE SLY FOX

Meanwhile, with much ado, Fox Business Channel launched Oct. 15, 2007, as Reuters' Kenneth Li pointed out, to -- as Fox News did to CNN -- unseat market leader CNBC, with plans to invest $150 million to $200 million over three years. Li noted that Murdoch said he expected News Corp.'s $900 million investment would earn at least as much each year and that its value would exceed $10 billion.

"Fox Business is considered one of the biggest launches in U.S. cable television, analysts have said," Reuters' Anupreeta Das wrote days later. "The network is seen as just one part of Murdoch's grander ambition to dominate global business news."

Indeed, as The Deal's Richard Morgan pointed out: "One can imagine his excitement over the Oct. 15 launch of Fox Business News, his savoring success in the same arena vacated by Time Warner three years ago when it shuttered CNNfn."

(Meanwhile, the dealmaking went on for Fox. The auction for TV stations News Corp. put up for auction in June wrapped up in December with a $1.1 billion sale to Oak Hill Capital Partners.)

BACK WHERE IT ALL BEGINS

The market capitalizations of News Corp. and Time Warner Inc. flip-flopped Oct. 9,2007, Morgan noted, then marking the latest development in a long-standing rivalry. On the occasion, he wrote:

Granted, even when taken together, News Corp.'s $71.6 billion and Time Warner's $71.2 billion barely give Google Inc.'s $195 billion market cap a run for the money. But Google is a phenomenon, whereas News Corp. and Time Warner are head-to-toe media foes.

They've been that way since Rupert Murdoch sneaked into the U.S. magazine business in 1977 by pirating the New York Magazine Co. from founding editor Clay Felker. The subterfuge even wound up earning the mogul-in-the-making -- already dubbed "Dirty Digger" for his tabloid sensibilities -- the cover of Time magazine for Jan. 17, 1977.

He also called a play-by-play of the 30 years that would follow:

  • 1981: News Corp. bought half of 20th Century Fox and the other half three years later
  • 1986: the studio established a TV group to be the fourth broadcast network in the U.S.
  • 1988: buys Triangle Publications, including TV Guide, for $3 billion, almost landing News Corp. in bankruptcy in 1989
  • 1990s: a breather
  • 2003: buys control of DirecTV, returns it to John Malone in 2006 for his stake in News Corp.
  • 2005: picks up MySpace and all its millions of users
  • 2007: cuts Dow Jones deal

OPENING THE FLOOD GATES

And about that deal for Dow Jones, one can only imagine what Murdoch was thinking.

Morgan wrote: "Consider ... Murdoch's quest for The Wall Street Journal. The global citizen so coveted Dow Jones' flagship that, according to a quote by him in his own New York Post, he withstood 'criticism normally leveled at a genocidal tyrant.' "

In mid-April 2007, Murdoch made his play for Dow Jones in a move to swell his media empire even more. After the offer was made public two weeks later, trustees with a majority of voting shares said they would oppose such a deal. But, as Morgan pointed out, Dow Jones held Murdoch's letter for two weeks without public dismissal, an indication it was under consideration. The Bancrofts retained Merrill Lynch & Co. and Wachtell Lipton Rosen & Katz for advice after dismissing an offer from New York Times Co. chairman Arthur Ochs Sulzberger Jr. in 2002 without even taking it to the board.

After initially resisting the approach, the Bancroft family said May 31, 2007, it would meet with Murdoch to discuss the proposal, but that it would also entertain rival offers.

General Electric Co. and Pearson plc dropped their pursuit of Dow Jones in late June 2007, saying instead they would discuss how their respective CNBC and Financial Times might collaborate. Earlier, Pearson, with which Dow Jones jointly publishes SmartMoney, considered teaming up with Hearst Corp., the Journal said in June, while GE and Microsoft Corp. discussed combining Dow Jones at least in part with NBC Universal, though talks fell apart.

Meanwhile, Brad Greenspan, who founded MySpace and previously ran its parent, Intermix Media Inc., tried to block News Corp.'s purchase of his company in 2005. He stepped in again in 2007.

  • When Murdoch's bid for Dow Jones became public, Greenspan and unnamed partners offered to buy a quarter of the publisher's shares for the same $60 per share News Corp. price. The purchase of an additional $250 million in shares would have provided capital for new media ventures.
  • In an earlier July letter, Greenspan said he saw the potential of creating revenue streams through digital media initiatives with the potential to produce a stock price above $100 a share, including a WSJ video site. He proposed a $400 million to $600 million loan to Bancrofts interested in selling their shares.
  • Greenspan came forward again July 30, 2007 with another offer: a joint venture proposal through which he and five unnamed investors would contribute $600 million -- a 50-50 mix of cash and stock -- to create and finance three JVs that would hold stakes in three new Wall Street Journal businesses focused on online video and financial news channels addressing the U.S., Asian and European markets.

In early June 2007, Independent Association of Publishers' Employees, a union representing about 2,000 Dow Jones employees, reached out to Yucaipa Cos. head Ron Burkle and billionaire Warren Buffet to put forth an offer.

Burkle has in the past actively pursued newspaper publishers. He teamed with the Newspaper Guild-Communications Workers of America to put together an offer for the papers that McClatchy Co. divested after its purchase of Knight Ridder Co. Earlier in 2007, Chicago real estate magnate Sam Zell trumped offers from both Burkle and fellow California billionaire Eli Broad in a play to acquire Tribune Co. (For more, see Dealwatch: Tribune.)

Who would ultimately prevail was anybody's guess, but Jim Cramer argued the viability of Murdoch's proposal. This was not the first time he has gone after Dow Jones, according to Cramer, who in a New York Metro piece dated June 18, 2007, wrote that Murdoch approached him 11 years ago about the prospects of a takeover. The family had no interest in selling at the time, Cramer contended he told Murdoch, who responded that some day they would. However, given:

  • the reality of the print newspaper industry,
  • pressure on Dow Jones' news wires from Bloomberg LLC and Thomson-Reuters,
  • WSJ.com's success as a paid site,
  • Murdoch's Web savvy, and
  • what could be an enlightenment on the part of the elder Bancrofts -- or the threat of a law suit from the younger family members -- around fiduciary duty ...
... Cramer contended that this time around, Murdoch would get his way.

Rupert Murdoch roped his long-coveted target Aug. 1, 2007. Hours after The Journal reported a deal for parent Dow Jones & Co. was imminent, and that enough of the controlling Bancroft family had agreed to tender their shares to give Murdoch's News Corp. a wide enough margin for victory in its pursuit, the companies announced the deal Aug. 1. In the shareholder vote Dec. 13, however, the deal garnered fewer affirmative votes from holders of supervoting stock, largely held by Bancroft family members, than shareholders of outstanding common stock, the Journal pointed out.

Two weeks earlier, Dow Jones accepted a tentative bid and readied to take it to shareholders for a vote. Dow Jones' board agreed to the bid on principle, the Journal first reported July 17, 2007. The news came nearly three months after Murdoch first put forth his offer, which values the company's equity at $5 billion and includes nearly $600 million in debt -- three months that saw a host of prospective bidders enter the fray and the fate of a Murdoch-owned Journal widely discussed. In the end, members of the Bancroft family holding 37% of Dow Jones' voting stock agreed to back the deal.

PERSONNEL MATTERS

Ahead of the Dec. 7, 2007 management changes, The Journal on Sept. 19 named a new Washington bureau chief and a new executive editor to bolster its regulatory and political coverage.
  • Murdoch made his first visit to the WSJ newsroom Sept. 12, which, Reuters noted, union members had decorated with posters demanding Murdoch "Show Us The Money," featuring a picture of an open suitcase filled with cash. (The piece also noted that many had worried Murdoch would "meddle in the paper's news operations to further his business interests," and he, in turn, agreed to set up an independent editorial oversight board.)
  • Dow Jones vice president Paul Ingrassia unveiled plans to leave the company Aug. 20, telling Reuters he didn't foresee an "appropriate place" for himself in the company.
  • Board member Leslie Hill resigned Aug. 1. Dieter von Holtzbrinck resigned little more than a week earlier.

TO FREE OR NOT TO FREE?

As the print newspaper industry has continued to decline, new media is one of Murdoch's top priorities. With a deal for Dow Jones, his News Corp. picked up its "industry-leading electronic-publishing component," as one source put it for Morgan.

Some argued Murdoch's plan to offer the WSJ.com site for free would boost online revenue, but could hurt other properties like its Factiva database and Dow Jones Newswires, hurt it in advertiser eyes by broadening its readership beyond the business elite or contribute to the erosion of print products, and needing to offset the loss from subscription revenue if it goes free online, according to a Reuters piece Nov. 16, 2007. Murdoch, the piece said, was planning to take on the Web's most popular financial news site, Yahoo! Finance, and said earlier in November he wanted to increase its subscription base from 1 million to 15 million unlocking the site. He argued his case for the free site Sept. 18, the day after The New York Times said it would do away with its paid TimesSelect, Reuters pointed out, while he also said he foresaw cost savings of $100 million from the Dow Jones deal. Pearson unveiled plans to make some FT content free Oct. 1.

(The debate persists over whether WSJ.com, which has some free components, will go completely free, and if so, when.)

INSIDE MURDOCH'S TREASURE CHEST

Murdoch's reach extends around the globe and into media slivers, from online to television, movies, papers and books, but had yet, for awhile at least, to include a strong financial news holding. In December 2007, his then-latest deal was for spirituality-focused Beliefnet, added Dec. 4, to boost his empire.

As the Dow Jones offer hung out there, reports abounded in early May, 2007 that a deal for Web-based photo-sharing service Photobucket Inc. -- which enables Murdoch to mark another notch on his new media belt -- was imminent. Murdoch officially added to his social networking cornerstone, MySpace Inc., with a deal worth up to $300 million for Photobucket and image technology startup Flektor Inc. to Fox Interactive Media Inc. The same October day he detailed Fox Business aspirations, Reuters reported Murdoch said News Corp. expected Internet revenue of nearly $1 billion for the coming fiscal year.

A sampling of other holdings:

  • To the new media end, Murdoch tacked on MySpace's parent Intermix Media Inc. for $580 million in late 2005. Months later as Murdoch himself turned 75, he weighed in on the future of media and the shift in control to what he called the "MySpace Generation." He grouped it under Fox Interactive Media, which also includes online video game company IGN Entertainment, AmericanIdol.com, AskMen and a host of other properties.
  • 20th Century Fox movie studios, responsible for "Titanic" and "Star Wars," among other flicks
  • 20th Century Fox television, still home to "American Idol"
  • Cable channels including the National Geographic Channel and FX
  • Satellite holdings like BSkyB and Sky Italia
  • Magazines including The Weekly Standard
  • Newspapers including the New York Post, The Times of London and a boatload of Australian dailies, the country where his empire began
  • HarperCollins Publishers and its host of imprints

As he has built and strives to expand his gargantuan media empire, Murdoch has been active.

GLOBE TROTTING

When reports of Murdoch's Dow Jones bid first surfaced, Reuters noted it could serve to energize Murdoch's plans to grow in Asia, where he already owns Hong Kong broadcaster Star TV and the subcontinent's Star India.

Dealwatch executive summary
The Date
The Action
8.05.08

8.2008

7.02.08
6.2008 5.12.08
4.22.08
4.10.08
News Corp., Permira bump NDS bid; NDS agreed to the deal weeks later.
News Corp. shops outdoor ad group.
News Corp. scraps Ottaway auction. 
Is News Corp. eying multiple European broadcasters?
Cablevision bests Murdoch, Zuckerman offers for Newsday.
Are Murdoch, Zell near a deal for Newsday?
Is News Corp. joining Microsoft's Yahoo! fight?
1.07.07 News Corp. stakes Premiere and, Reuters says, won't launch a takeover attempt.
12.13.07 Dow Jones shareholders OK deal.
12.12.07 New York Times examines Murdoch's early moves at Dow Jones.
12.07.07 James Murdoch is tapped to head News Corp. in Asia, Europe.
12.06.07 WSJ.com reports management changes at the top are expected Dec. 7.
12.04.07 News Corp. adds Beliefnet.
11.27.07 Dow Jones may sell Ottaway papers.
11.16.07 Would a free WSJ site hurt the company?
11.14.07 Oak Hill is reportedly in the running for Fox TV stations.
10.24.07 Murdoch lays out Fox Business News objectives.
10.19.07 Murdoch speaks.
10.12.07 News Corp., Time Warner market caps flip-flop.
9.12.07 Murdoch makes first Journal newsroom visit.
8.01.07 News Corp., Dow Jones announce deal.
7.31.07 Bancrofts reportedly throw enough votes News Corp.'s way.
7.17.07 Dow Jones board accepts tentative bid.
6.21.07 GE and Pearson abandon pursuit of Dow Jones.
6.19.07 GE and Pearson may launch Dow Jones bid.
6.11.07 Murdoch's go for Dow Jones isn't his first. Jim Cramer contends this time, he'll get what he wants.
6.05.07 Dow Jones union workers appeal to Ron Burkle, Warren Buffet to make a counteroffer.
5.31.07 Bancrofts will meet with Murdoch.
5.30.07 It's official. MySpace bulks up with Photobucket.
5.24.07 Boston Globe weighs the fate of New England papers.
5.07.07 Will MySpace add Photobucket?
5.02.07 Should Murdoch succeed, what would come next?
5.01.07 Murdoch goes after Dow Jones. His biggest hurdle? Shareholders, most likely.
4.27.07 BSkyB's ITV investment is likely to draw regulatory scrutiny.
12.22.06 Murdoch, Malone swap stakes.
10.20.06 News Corp. adopts poison pill.
9.29.06 News Corp. inks a distribution agreement with Telecom Italia.
6.12.06 News Corp. and Liberty reveal stake-swap talks.
2.23.06 Fox Cable News adds Turner South.
3.2006 Murdoch weighs in on the "MySpace Generation."
11.08.04 Murdoch adopts poison pill.
4.06.04 Murdoch shifts News Corp. to the U.S.
4.09.03 Murdoch wins control of DirecTV.
10.03.02 Murdoch adds Vivendi's Italian pay-TV business.
2002 Murdoch tacks on Chicago's UPN affiliate.
11.07.01 Murdoch scrambles for his satellite IPO.
9.17.01 WebMD walks away from News Corp., which in turn shutters its operations and returned the Fox holdings to the brands they represented.
7.2001 News Corp. adds 10 TV stations from Chris-Craft Industries.
10.23.99 News Corp. offers details of Star TV losses.

Source: The Deal, press reports

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