The announcement last night that key Murdoch aide Robert J. Thomson, who had been charged with selecting the next top editor of The Wall Street Journal , had pulled a Dick Cheney and selected himself, will have many speculating about the future of the Journal.
But why speculate when the evidence is right on the front page of the Wall Street Journal? Today’s front page shows that the worst fears of Journal watchers–turning the Journal into the New York Post or even the Sun–haven’t come to pass. But there does seem to be a shift in focus. Newspapers communicate their image of what is important with their front pages. And the front page story is a prized win for reporters, conveying prestige among colleagues. A few months ago the news desk at the Journal was split between general news and business news, and business news seems to be losing some of its grip on the paper.
Take a look at what’s on the Journal’s front page. Today there are six stories. The top billing is giving to the story of Ted Kennedy’s brain tumor. The two other above the fold stories are about the quake in China and the US military. Below the fold we have a story about doping scandals in the Olympics. Of these, only the military story–they plan to use more alternate fuels–has a solid business angle. The rest are general news stories. Murdoch, who is said to favor more general news more prominently placed in the Journal, must be pleased.
The “What’s News” section continues to lead with business and finance news shorts. For now.
Scandal: Murdoch Already Meddling With The Wall Street Journal
By Bess Levin
Foreign Media Mogul Already Messing With Journalists
Rupert Murdoch almost seems to be living up to the worst fears many had when made his bid for Dow Jones. Almost.
He’s been “flexing his muscles” by calling Wall Street Journal reporters, according to the Los Angeles Times. At least three reporters have had calls for him.
So what has prompted Murdoch’s calls? Does he want more favorable coverage of China? More “fair and balanced” Fox New Channel style reporting? A five-star review for the Simpson’s Movie?
Not quite. It seems that what Murdoch has been doing is attempting to keep the reporting staff of the Journal intact. The three reporters he’s called were considering leaving the Journal and Murdoch has asked them to stay.
“Murdoch, who has been vacationing in the Mediterranean in recent days, made the calls to the reporters from his yacht, the Rosehearty, named for the Murdoch family’s ancestral home in Scotland,” the LA Times reports.
Scandal upon scandal! He’s got a yacht! It’s in the Mediterranean. Where are the reporters’ yachts? Where is the Mediterranean for the reporters?
We’re not sure why this is anything but a positive story for the Journal, its editors, its reports and its readers. As we maintained from the beginning, Murdoch did not come to destroy the Journal but to own it. And now he’s personally reaching out to reporters in an attempt to keep it intact.
But there’s already a movement to make something scandalous of these moves. “Some journalists in the newsroom took the gesture as a sign of Murdoch’s commitment to keep the staff’s quality high. Others said it showed that Murdoch would take a hands-on approach in newsroom affairs despite a special committee established to keep him from interfering in coverage,” the LA Times reports.
Heaven forbid! The owner is trying to keep his top reporters! It’s a clear violation of the editorial integrity of the newspaper, which apparently now means letting the newsroom fall report.
So who are the put-upon reporters who got the call? The LA Times named them as Tara Parker-Pope, Kate Kelly and Henny Sender. The latter two are DealBreaker favorites, who have broken important stories in recent months. (Tara Parker-Pope is a Health writer.) We’re sure they’re in high demand, and it just seems demented to expect that Murdoch wouldn’t fight to keep them on board.
Our question: is this what they were talking about when they said Murdoch would “interfere” with the Journal? If so, bring it on!
Murdoch’s presence felt at Journal [Los Angeles Times]
Providence Equity Partners bought a 10% stake in the NBC/NewsCorp ‘YouTube ripoff’ JV for $100 million, valuing the new entity at $1 billion. The JV still doesn’t have a name, but is tentatively called “New Site.” The wizards at Providence, NewsCorp or NBC can’t find an analyst to staff on this one?
Rupert’s been too busy deciding what to rename the Journal (we’re banking on The Weekly Lessening Of Standards) to come up with anything groundbreaking. It seems like the JV could budget for a branding consultant or childlike empress within that startup capital somewhere.
Whatever happens, the real question is whether NewsCorp and NBC can get along, considering the track record of media JVs between competing companies with polarized ideologies. More, from the New York Times:
The sizable investment from Providence Equity Partners may not quell doubts that the two big media companies will get along. Ventures where decision-making is split between two parties with diverging agendas often struggle (even though NewsCorp takes two steps forward, NBC takes two steps back, they come together, ’cause opposites attract), and the News Corporation and NBC Universal doggedly compete on TV and in theaters. Roger McNamee, a partner at private equity firm Elevation Partners, said there were few examples in business history where joint ventures succeeded. “The simple question is, are they organizing for success?” he said.
The new site will have an impressive library of franchises including the Simpsons, SNL, 24, Heroes and Manimal. Now you can finally watch that impossible to access “Dick in a Box” video.
Equity Firm Invests in NBC Universal-News Corp. Online Venture [New York Times]
Off to a slow start here this morning because of the rain in New York City. We had to wait for our interwebs to dry out. (Just like Alphaville, the deal blog at Financial Times, which has reportedly had trouble due to the flooding in England. Unless that’s just Brit-speak for, uhm, one too many pints on Sunday night.)
But it’s back to business now. And by “business” we mean, of course, the saga of Rupert Murdoch, the Bancroft family and the Wall Street Journal.
One of the things we’re sure has been absolutely frustrating to anyone who has been following the endless tape of this story has been the complete lack of information about which members of the Bancroft family and its representatives control exactly which shares and which percentage of the votes. It was only at the middle of last week that we learned that Michael Elefante, the partner at the Boston law firm Hemenway & Barnes who is a trustee for two of the largest trusts holding shares for the family, can deliver a little less than half of the family’s 64% voting stake. Let’s call that 30% of the total voting power of the company.
Today the New York Times reports that the leader of the opposition to Murdoch within the family, Christopher Bancroft, controls around 14.5 percent of the total Dow Jones shareholder vote as of January. And his cousin, Jane Cox MacElree, is running around with 14.8 percent. (Apparently no-one else has more than 4.3%.) But you have to read a bit between the lines of the Times—too often the stuff we really want to know apparently isn’t “fit to print”—to understand why they spend so much time talking about Chris and so little talking about Jane. It’s because Jane isn’t really involved with the Dow Jones stuff, and leaves the decision making to Chris. So you can count her shares as shares controlled by Chris. That gives him around a little more than 30% of the voting power of the company, or about what Elephante controls. To that you can add the “Never Murdoch” shares controlled by the Ottaway family to come up with a 36% opposed number.
In short, going into today’s big Boston Bancroft powwow, Murdoch is a bit behind. Probably at least 36% of the voting power of Dow Jones opposes him. He’s got 30% on his side. But Murdoch has a secret weapon: the 30% or so of the voting power vesting in shares that were once held by the general public and are now held by stock arbitrageurs, the Bancrofts, the Ottaways and a few people who aren’t paying any attention. Most of those shares will vote his way. To play it safe, let’s put that pro-Murdoch number at around 25%.
Which gives Murdoch right around 55% of the voting power of the company. Since he only needs 51%, that means he wins. But it’s close. And since we’ve been guestimating at a few of the crucial numbers, it’s possible that it’s even closer than this. If the numbers are shifted a couple points in the only direction—say, Elefante only has around 28% of the vote in his pocket and only 22% votes held by common shareholders go for Murdoch, he’s down to a losing 50%.
Which leaves us at the exciting possibility that we may be entering the rare situation where a very few amount of votes—perhaps those held by a small shareholder who doesn’t even remember he has the shares in his account (or his attic)—could swing the voting. In short, the Bancrofts may be meeting in Boston in 2008. But the voting may well be in Florida, 2000 territory.
A Family Meets Today to Hear the Complexities of a Bid for Dow Jones [New York Times]
Bancrofts To Consider Murdoch Bid, ‘Close Vote’ Predicted [New York Sun]
Know Your Bancrofts [New York Magazine]
Dow Jones Director Gets Wells Notice From SEC
By Bess Levin
Lawsuit For Insider In Dow Jones-News Corp Deal On Its Way
We got so caught up in the excitement over the board of directors, Bancroft family, Rupert Murdoch, News Corp drama that we’d totally forgotten about the insider trading angle to this story. But fortunately we have the Securities and Exchange Commission to remind us that prior to the public learning of the deal, a Hong Kong couple with ties to Dow Board member David Li, chief executive and chairman of the Bank of East Asia, allegedly engaged in insider trading.
According to published reports, the SEC has issued a Wells Notice to Li, informing him that it plans on filing civil charges against him.
For those of you who have never gotten one—a Wells notice is a sort of like a bill from the utility company stamped Final Notice. Except that instead of shutting off your electricity, if you don’t respond to the notice you wind up getting sued by the SEC. It’s basically your last chance to convince them that they shouldn’t file a lawsuit against you. Or, as a friend of ours once put it, it’s a notice that it’s time to move your funds off-shore, get out of the country and hire some very good lawyers.
SEC to File Civil Charges Against Dow Jones Director [Wall Street Journal]
When Wall Street Journal’s Sarah Ellison broke the story late Monday that Dow Jones chief executive Richard Zannino and News Corp’s Rupert Murdoch reached a tentative agreement over lunch to bring the News Corp’s bid for Dow Jones before the board of directors, many were surprised that the offer price hadn’t budged from original $5 billion, or $60 a share.
They shouldn’t have been. Throughout the months since Murdoch first approached Dow Jones representatives with his offer, advisers to Murdoch have coached him not to increase his bid. Early on some thought he might increase the price in an attempt to overcome resistance from some members of the Bancroft family. But Murdoch’s investment bankers advised him that it was foolish to bid against himself, raising his offer at a time when the Bancroft’s had not yet indicated that they were willing to sell at any price.
Some of Murdoch’s advisers believed that a higher, second bid might have actually invited a competing bid for the company if it was seen as Murdoch’s best offer. By sticking to the original bid, Murdoch may have discouraged other potential bidders who were not sure they could outbid the deep pockets of a cash rich News Corp.
Even after negotiations with the Bancroft family began, some observers thought Murdoch might increase his bid. “While the initial $60-a-share offer represents a hefty premium over where Do Jones’s stock was trading before Mr. Murdoch’s offer became public, Dow Jones hopes the Bancroft family’s ambivalence about the Murdoch deal could help the company extract a few more dollars per share,” Ellison writes in her story today.
The thinking in the News Corp camp, however, runs completely in the other direction. The Bancroft family had already extracted value from News Corp in the form of promises of editorial independence, and had dragged out the negotiating process—taking up time and energy from Murdoch and his advisers. These discussions and concessions have been seen as part of the price News Corp was paying to buy Dow Jones. In effect, they were counted as increasing the cost of the deal.
What’s more, the Bancroft family’s continued ambivalence despite the negotiations and concessions has frustrated Murdoch and his advisers. The view within the Murdoch camp has been that as long as the Bancroft family continued to resist selling the Dow Jones for non-financial reasons, there was little point in increasing the financial incentives.
“The Bancrofts kept saying that this wasn’t about the money,” one person familiar with the News Corp strategy said. “Murdoch decided to take them at their word.”
While initially trading higher this morning, the stock dropped today to its lowest level since the Bancroft family first agreed to meet with Murdoch at the end of May. This may indicate traders now believe that Murdoch will not offer a higher price than his original bid.
Dow Jones, News Corp. Set Deal [Wall Street Journal]
For a couple of weeks, shares of Dow Jones & Company have been trading below the $60 price Rupert Murdoch offered, which most likely reflects a slight discount for risk that the deal won’t ever go through, skepticism about the notion that Murdoch might offer even more money for the media company and the belief that the deal won’t close immediately. We’ve had the Murdoch Meter, which measures the chance of Murdoch buying the company at his offer price, fixed at 90% for some time. And shares have been trading between $58 and $57.
This morning world came from across the Atlantic that negotiations with the Bancroft family were done and a deal announcement was imminent. Shares jumped on the open and kept climbing despite reports on CNBC and DealBreaker quashing the rumor. They’re now at $59. This pushes our auto-arbitrage meter up to 95%.
Ordinarily we’d just correct the meter if it moved on fake news. But we’re hearing things that are convincing us that although the Bancroft family may not yet have formally accepted the offer, an announcement may be coming soon. The right people—lawyers, bankers—are busy this weekend, not making appearances at places we expected them to be. And they are clamming up, as they often do before a deal is announced to the market. From this, well, anti-leaking we’re reading an imminent deal.
Of course, since so much of this depends on what is decided a very few individuals who happen to be descended from people who bought the company a few generations ago, this could all change. But we’re following the arbs and fake news today and moving the meter up to 95%.
Less than twenty-four hours after the board of directors of Dow Jones announced they were taking over negotiations with News Corp, Financial Times publisher Pearson and General Electric announced they were dropping plans to make a joint bid for the company that owns the Wall Street Journal.
The two companies had been negotiating with each other over a deal that would have combined the financial news network CNBC, Dow Jones and the Financial Times. Critics of the proposed plan said that it was too complex, would cost too much and was likely to result in job losses at the newspapers. Shareholders at Pearson had already begun to object to the company spending heavily to buy another financial newspaper. And some wondered whether antitrust authorities in the US and Europe would even permit the combination.
But for all its problems, the potential partnership was arguably the only credible alternative to the offer from News Corp. Despite the Bancrofts publicly saying they would sell the company under the right circumstances and a hunt by union representatives for an alternative buyer, no one else has emerged with a firm offer for the company. Right now it’s Rupert or nobody.
Pearson, General Electric Drop Plan for Dow Jones Bid [Bloomberg]