A new bid for Fairfax this morning comes from an old lover of sorts, a San Francisco-based private equity group involved in the bids for the company in the early 1990s — a saga involving Malcolm Turnbull and Kerry Packer, which ended their friendship.
Hellman & Friedman (H&F) emerged this morning as a rival to the younger TPG from Texas in trying to grab control of Fairfax in a bid worth more than $3 billion, including debt.
H&F would be favourite for one very good reason — the history it has with Fairfax. Its now-chairman emeritus, Brian Powers, is a former chair of Fairfax from back around the turn of the century. Powers was also intimately involved in the last great fight for control of the company a decade earlier, which saw now-Prime Minister Turnbull emerge as a corporate wannabe and player.
Powers and H&F first encountered Turnbull in the battle for Fairfax back in 1991, where he was a corporate adviser to the Tourang consortium that tried to buy Fairfax out of receivership. H&F had joined forces with Canadian media baron Conrad Black and the late Kerry Packer to bid for the company. Packer dropped out of the syndicate, but Powers was named as CEO of the Packer family’s private investment company Consolidated Press Holdings, as well as CEO of Publishing and Broadcasting in 1993.
It was over Turnbull’s role in the deal that he and Packer fell out.
Packer had tried to have Turnbull — who had previously worked for the media mogul for many years — ejected from the consortium, and, according to Turnbull, threatened to kill him.
Tourang ended up winning Fairfax, with a deal for disgraced Canadian mogul Conrad Black to own 25% of the company, while Turnbull collected a $6 million fee, according to business journalist Paddy Manning’s unauthorised biography of Turnbull, Born to Rule. Manning goes on to say it was the most acrimonious deal Turnbull had ever been involved in.
Sydney University academic Rod Tiffen told Four Corners in 2008 that, whatever Turnbull’s motivations, the end result had been good for democracy: “I think the first thing that should be said is that what Malcolm Turnbull did helped Australian democracy. It stopped Packer getting control of Fairfax. Whether he did it for that reason, for that motive, we’ll never know.”
H&F has lobbed an indicative proposal to acquire 100% of the shares in Fairfax for cash consideration at $1.225 to $1.250 per share, assuming no dividends are paid. That has forced the Fairfax board to allow H&F, as well as TPG, to conduct due diligence on its accounts so they can then firm up their offers and release them.
“There is no certainty that either proposal will result in offer for Fairfax, what the terms of any offer would be, or whether there would be a recommendation by the Fairfax board,” Fairfax boss Greg Hywood told staff in an internal memo this morning. Having a second player made it impossible to deny both a look at the books (it was much easier to continue to deny TPG alone).
And Fairfax chairman Nick Falloon told the ASX in a statement that in light of the two bids, the company would still press ahead with its plans to demerge Domain, the real estate publishing arm of the business.
“The Fairfax board appreciates the support shareholders have demonstrated for Fairfax’s current strategy and the potential separation of the Domain Group,” he said.
Falloon also knows H&F and Powers well, having been a senior finance executive and chief financial officer while Powers was running Consolidated Press and PBL for the Packers.
He quit in 1998 and immediately became chairman of the then John Fairfax Holdings. That brought an investigation by the Australian Broadcasting Authority (the forerunner of current regulator, ACMA). He left the Fairfax board in 2002. Powers had rejoined H&F in 1999 and went back to being a private equity shark. He has since become chairman emeritus of H&F. He had previously served as chairman of H&F and a member of the investment committee from 2009 to 2014 and as CEO and chairman of the investment committee from 2003 to 2009.
Powers has extensive media experience, having served as a director of Axel Springer, the big German publisher (H&F had joined with the founding family in a buyout in 2003 and sold out in 2010). He was also a board member of Germany’s largest TV group, ProSieben. H&F was part of group that bought control in 2003. It sold its interest in 2007. H&F’s major media involvement is the ownership of Getty Images, which sells pictures and other materials to a wide range of media groups in Australia and around the world.
The last time H&F was said to have been interested in Australian media was back in 2014 when the Ten Network was being shopped around. H&F is claimed to have kicked the tyres and decided not to take an interest (lucky them, with the Ten share price now at the 2014 equivalent of just 2.1 cents, more than 90% down on the price levels in 2014. Ten shares are actually trading around 21 cents today, but that is after the one for 10 consolidation in 2016.