The Australian media have completely missed it, but Rupert Murdoch did something most unusual last week: he sold US$108 million worth of voting shares in 21st Century Fox.
Thanks to the surging Fox share price and weaker Australian dollar, the Murdoch family’s media investments are now worth a record $15 billion. Rupert doesn’t personally control much of this, but he did directly own 8.25 million voting shares in Fox.
Not any more, as he last week sold three million of these at prices ranging between US$35.71 and US$36.23, raising gross proceeds of US$108 million.
There will be some capital gains tax to be paid, based on the appreciation in the stock price since the 2004 reincorporation from Adelaide to Delaware. However, any tax bill is unlikely to be much above $10 million.
Since the dual-class ownership structure of News Corp was first approved by the Laurie Cox-chaired ASX in 1994, Rupert has issued a truckload more non-voting shares to fund acquisitions while selling down the vast majority of the family’s non-voting holding. Rupert is so protective of his voting shares that he even forces executive incentives to be paid in non-voting stock.
Similarly, when Rupert reached his most complicated family settlement with second wife Anna, third wife Wendi and his adult children, once again it was non-voting shares that were the currency, as you can see from this Lachlan Murdoch filing revealing that he received 4.364 million non-voting shares on January 31, 2007. These were worth about US$100 million at the time.
There was reportedly another US$50 million in cash paid to each of the four adult children in October 2007, as part of this overall US$600 million settlement.
However, based on public records, it is difficult to see how a US$150 million payout would be enough to fund the various investment plays that Lachlan has pursued over the past seven years, especially considering the financial implosion at Ten.
Meanwhile, in another family shuffle, The Hollywood Reporter claimed on Saturday that Rupert had sold his Beverly Hills estate to second son James Murdoch, who is increasingly spending more time at Fox Studios. This should have raised another $30 million-plus for Rupert to meet his ongoing financial commitments to the family empire.
Unlike Lachlan and Elisabeth Murdoch, James has retained some of the non-voting shares he received as part of the 2007 settlement. The most recent updates from both companies reveals that he owns 711,000 News Corp non-voting shares (see p31 of proxy statement) and 2.389 million Fox shares (see p29 of proxy statement), reflecting the one-for-four consolidation at News Corp to get its share price up to a respectable level.
The big question arising from all of these dealings is: why does Rupert Murdoch need to raise cash selling private property and part of his treasured voting control over the empire he has been building for 62 years? One likely scenario is that he needs to bail Lachlan out of the $66.6 million guarantee that he has given the Commonwealth Bank as part of a $200 million Ten Network Holdings loan facility, which is equally backed by James Packer and Bermuda-based billionaire Bruce Gordon.
Ten’s latest results showed it is bleeding badly, with a full-year loss of $168.3 million. This is why the board has agreed to pursue a sale, although such a move has become fraught, with Gordon vowing not to sell his shares and then surrendering his position on the board when nominee Paul Mallam quit last week.
Given it was James Packer who conducted the original disastrous $280 million share raid on Ten in 2010, there has been speculation that Packer provided financial support for Lachlan’s move to equally share the exposure. But the combination of Lachlan performing poorly as Ten chairman and the very aggressive News Corp treatment of the (literal) brawl between James Packer and David Gyngell, CEO of Nine, in May has potentially left Lachlan stranded as Ten implodes. Indeed, Packer and Lachlan formally decoupled their voting agreement at Ten in March this year when Lachlan returned to News Corp and Fox as co-chairman.
With Ten shares closing at 20 cents on Friday, Lachlan has already dropped more than $100 million and seemingly doesn’t have the firepower to stump up the full $66.6 million to the Commonwealth Bank, if required. He could embark on a quick fire sale of his DMG radio business, which is reportedly performing well, but the more likely scenario is a financial bailout from dad funded by last week’s Fox share sales.