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Rupert stretching until it hurts? - Broadcasting & Cable

Rupert stretching until it hurts?

Deal overload leaves News Corp. straining for financial help
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Like any media mogul, Rupert Murdoch loves deals. The News Corp. chairman wouldn't be much of a mogul, would he, if he didn't enjoy gobbling up company after company to extend his media empire. Now he is in a rare position: so many deals that it's starting to hurt.

It's not that any individual deal is an unusual challenge. It's that they are hitting almost simultaneously. Murdoch is already committed to a $5.3 billion takeover of TV-station owner Chris-Craft Industries, including independent stations in New York and Los Angeles. He is lusting after Hughes Electronics and its DBS service DirecTV, which parent company General Motors has put on the auction block, for at least $40 billion.

But Murdoch may get stuck with one deal he does not want: being forced to buy half of Fox Family Worldwide from partner Haim Saban.

Saban's partnership agreement with Fox Entertainment allows him to force News Corp. subsidiary Fox Entertainment to buy him out-for cash. Saban contends that the operation and its Fox Family Channel are worth a total of $6 billion, which, given the cable network's huge problems, has some media and Wall Street executives howling with laughter. But even Saban's critics agree that the "put" option could easily leave Murdoch on the hook to pay out $1 billion in cash and assume $1 billion in debt.

A year ago, this would have been no big deal because virtually all major acquisitions called for stock swaps, not writing checks. But the stock-market slump that began in March already had pounded shares of News Corp. and its Fox Entertainment unit when the ad slump became evident in November.

While that makes stock more attractive for some sellers, buyers are generally unwilling to issue two or three times the number of shares a deal requires.

"He's literally overwhelmed," said one media investment banker. "He's out there begging for cash, offering a little piece of this and a little piece of that for anyone who'll play."

News Corp. executives freely acknowledge that the deals are a stretch, but contend they have many ways of pulling it off. Speaking at Salomon Smith Barney's investor conference in Scottsdale, Ariz., last week, Fox Entertainment Peter Chernin told money managers that he's "evaluating all different opportunities and solutions," including simply selling all of Fox Family Worldwide to "finding someone to take Saban out."

The Chris-Craft deal is the easiest one. Pegged as a $5.3 billion deal when it was cut in August, it calls for News Corp. to cover it with 292 million of its shares and $2.1 billion in cash. But $1.7 billion of that cash is sitting on the balance sheet of Chris-Craft and two affiliates being acquired.

The fall in News Corp. stock means that the deal is now worth $4.5 billion.

The deal will give Fox Broadcasting duopoly stations in New York, Los Angeles and Phoenix plus stations in three other markets, some of which may have to be sold. It also gives Murdoch a shot at buying into, and hopefully strengthening, network UPN.

Snaring DirecTV would be the biggest coup. For 10 years, Murdoch has sought a U.S. satellite play to match his ventures BSkyB in England and Star TV in Asia. National and continent-wide distribution lets News Corp. leverage the movies, TV shows and networks it creates and, Murdoch believes, create far more value.

In 1990, he forged an alliance for Sky Cable, which would have employed the satellites Hughes ultimately used to launch DirecTV. Three years ago, Murdoch tried to team up with EchoStar Communications and then Primestar. But, after a court fight with EchoStar, he ended up handing over the license and leaving the U.S. a Fox-free satellite zone.

Murdoch may get another shot. Shareholders have been pressing GM to allow Hughes, one of the earliest "tracking stocks" and technically a subsidiary of the car company, to cut Hughes loose and sell it to the highest bidder.

But it would be a huge bite. Merrill Lynch & Co. satellite analyst Marc Nabi pegs Hughes' private market value at $54 billion. Of that, DirecTV is worth $40 billion. And that accounts for Nabi's expectation of slower subscriber growth for the service.

The big question is whether GM will sell. The car manufacturer started considering a sale when the stock market was strong and Hughes traded for $45 per share, and company executives envisioned a private sale going for much higher. A sour stock market and problems at DirecTV has sliced the price in half to $22. So even if Hughes commands a huge premium, the sale price would be more like $35 per share, not the $65 GM executives once envisioned.

Wall Street executives said Viacom and Walt Disney Co. are showing the most active interest. No surprise, since, like News Corp., they own cable networks and TV and movie production units.

Murdoch tried to arm himself for a bidding war by going to the public markets with his Sky Global unit. But a planned initial public offering fizzled, although the company is considering reviving it in the next couple of months if the market continues to perk up. He has lined up support from Microsoft Corp., which is considering committing $1 billion now and $4 billion if a DirecTV bid succeeds. Longtime supporter Liberty Media has committed to a bid, though a mere $500 million so far.

The big question is: will GM actually sell? "Murdoch should chase after the other things. I don't think that, at $24 a share, GM is going to get what they want out of Hughes," said one media investment banker working with a potential bidder. Also, with the car business facing a recession, GM may like holding 30% of a business like DirecTV to have a backup in the garage if the Chevy stalls.

In Las Vegas for last week's Consumer Electronics Show, Hughes Senior Vice President Eddy Hartenstein privately predicted to an executive from another company that Hughes would wrap up some sort of deal by the end of March.

But, at the Detroit Auto Show, GM Vice Chairman Harry Pearce told The Wall Street Journal that he'd like to cut a deal "sometime this year," cautioning that GM may simply hold onto the company. "I think Hughes is extraordinarily well-positioned and just gets more valuable," he said.

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