News Corp. rumored to be putting together a new bid for Tribune newspapers

Rumor has it that News Corp — with a $2.5 billion cash kitty for acquisitions — may be mounting a new bid for the Los Angeles Times, the Chicago Tribune and the six other Tribune newspapers.

Rupert Murdoch and his company were first reported interested in the acquisition (in a story in the L.A. Times and elsewhere) when the papers were being shopped in late 2012 and early 2013.

No deal was struck, and last July Tribune announced that it would instead spin off the papers into a new publicly-traded company, Tribune Publishing. Tribune Publishing has recently hired a CEO and other staff, and the split is now scheduled to happen as soon as Aug. 4, but at least within the next several months.

I would not typically report a publishing rumor. This one could prove dead wrong. But a confidential tip that started this inquiry was more substantive than gossip on the street. Various circumstances would make such a deal logical for both buyer and seller.

Robert Willens, a New York-based corporate tax analyst who has previously commented on the spinoff plans, said in a phone interviews that a sale to News Corp would be plausible — but much more likely after the spinoff had been completed. In other words over the next year or two rather than in the next weeks or months.

Spokespersons for both Tribune and News Corp. declined to comment, citing corporate policies not to respond to sale rumors and speculation.  Gary Weitman of Tribune said the company is committed to completing the spinoff (effectively ruling out a sale before).

So why is there reason to think such a deal might happen, later if not sooner?

  • News Corp. is itself a spinoff publishing company, separated from its parent, now renamed 21st Century Fox, in June 2013.  It owns Dow Jones and The Wall Street Journal as well Murdoch papers in Great Britain and Australia and the book publisher HarperCollins.
  • The new News Corp. came with a generous cash allocation of roughly $3 billion.  A company that size with that much free cash in hand is under investor pressure to make strategic acquisitions. News Corp. management has indicated it will. So far purchases include social media agency Storyful (in December 2013) and romance novel publisher Harlequin (announced in May), reducing available cash to about $2.5 billion.
  • Questioned by Capital New York in a brief interview at a social event in April, Murdoch said:

    News Corp. is in the first, sort of, transformational year….There’ll be some interesting deals.

    Potential acquisition targets, he added, would likely include both “print and web.”

  • Murdoch is a longtime reader of the Los Angeles Times and, according to a New York Times report, covets owing it.  A purchase, along with the Chicago Tribune, would give News Corp, leading print assets in the three biggest metro markets in the U.S.While the other six papers — The Baltimore Sun, the South Florida Sun-Sentinel, the Orlando Sentinel, The Hartford Courant, The (Allentown, Pennsylvania) Morning Call and the (Newport News, Virginia) Daily Press — would hold less interest, News Corp. could operate them for a time then sell, as Murdoch did with a group of mid-sized dailies that came with the Dow Jones deal.
  • Recall that Murdoch is willing to pay top dollar for what he wants most.  In his successful 2007 bid for the Journal, he offered the Bancroft family, which controlled the majority of voting shares in Dow Jones, a price roughly 65 percent higher than the stock’s trading value.
  • Tribune Publishing has been valued at $623 million in a 2012 bankruptcy filing.  So it is not too big financially for News Corp. to swallow.
  • Unlike News Corp.with all its cash, Tribune Publishing is being spun off on less than generous terms.  The papers operate profitably but will be assuming $350 million in debt and required to pay rent for its offices to Tribune Company.  And the parent is keeping all the proceeds of the sale of a profitable digital ad site with a second up for sale.

Congressman Henry Waxman, who represents a Los Angeles district, has claimed that the deal terms are setting the newspapers for failure. A well-capitalized buyer could be an attractive alternative.

Tribune’s own announcement and commentary on the deal have highlighted that the publishing assets can be transferred to the new company tax-free.  By contrast, direct sales of all or some of the papers out of the existing Tribune Company would come with a tax liability of hundreds of millions of dollars.

Besides the financial implications, tax consequences are a particularly sensitive consideration at Tribune, which is still sorting out a $200-million plus claim by the IRS related to its sale of Newsday in 2008.

If News Corp were to mount a bid after the spinoff, how soon could that happen? My sense is that a public company cannot be flipped like a real estate asset. Tax analyst Willens told me there is no statutory requirement to wait for a given period, but “if a plan had been agreed to or substantially negotiated” before completion of the spinoff, he said, “that could render it taxable.”

In the earlier attempt to acquire some or all of the Tribune papers, Murdoch faced a deal-killing regulatory barrier.  Under Federal Communications Commission rules, his company could not acquire a paper in Los Angeles or other markets where his Fox News owned local stations.

While Murdoch and other publishers have long tried to get a waiver or repeal of the rule, he told a reporter at the 2013 Golden Globes awards, “it won’t get through with the Democratic administration in place.”

But that was before News Corp’s own corporate split.  Now with newspaper holdings in the publishing spinoff and the local television stations part of 21st Century Fox, it could be argued that the joint ownership rule no longer applies (though Murdoch remains as executive chairman of News Corp. and chairman and CEO of 21st Century Fox).

Another open question is whether News Corp., given industry reverses, would make a big investment now in owning more American newspapers.  Asked in a recent conference call with analysts what kind of acquisitions the company was seeking, CEO Robert Thomson replied:

I think it’s fair to say that the two guiding trends of our strategy generally are globalization and digitization. You’ve seen that with the first acquisition, Storyful, which has been very well received, both from an editorial perspective, but not just for our newspapers, from our digital sides particularly, but also from a commercial perspective because Storyful will be able to create content communities around products and companies. And I think you’ll see some of that in coming months. So (as) we said during the Investor Day, globalization and digitization, and that’s very much what the team is doing.

Tribune Publishing does not seem a fit with those goals, and perhaps Murdoch has less latitude to push his personal enthusiasm for print newspapers than he did when News Corp. made its premium bid for Dow Jones seven years ago.

Still the record shows the 83-year-old Murdoch to be persistent in stalking the trophy properties he wants, sometimes over decades. If the L.A. Times and the Chicago Tribune are still on his list, I wouldn’t bet against his mounting another bid.

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