Quantfury Gazette

Starboard Value is warning of another Succession-worthy succession, this time at News Corp (NASDAQ: NWSA)

by
Nathan Crooks
Quantfury Team
newscorp

One of the real-life families that inspired the HBO hit series Succession is showing just how much life can end up imitating art with a battle brewing over News Corp’s (NASDAQ: NWSA) future, and the unfolding drama is starting to worry outside investors. Heirs to the media empire formed by the 93-year-old Rupert Murdoch have already begun to fight over control even though their father is still alive, and activist hedge fund Starboard Value says the conflict could threaten the strategic direction and valuation of the company. It’s seeking a vote to eliminate a dual class share structure it says gives the family more power than it should have and no longer serves the best interest of all shareholders.

At the heart of Starboard’s complaint is another lesson about the risks involved with having special shares that are usually used to keep founders in control even as their economic stakes become more diluted over time. While the Murdoch family owns about 14% of News Corp, it controls 41% of the vote through special class A shares. That means the elder Murdoch’s four children are set to maintain near-control of the company when he eventually passes, but they are already said to be jockeying over direction and engaged in a legal dispute in a Nevada probate court. The media conglomerate owns some of the biggest press outlets including the Wall Street Journal, the New York Post, The Telegraph, The Times and Fox News.

“While we can understand how some could see a benefit to a visionary founder retaining outsized control for a limited duration of time, that potential understanding vanishes as super-voting power and the associated protections transition to others,” Starboard managing member Jeffrey Smith said in a letter this week, arguing that the company was undervalued because of the “outsized” influence of the Murdoch family. “We believe dual-class share structures are not in the best interests of shareholders and are not reflective of best-in-class corporate governance practices.”

Starboard first made the argument that News Corp was undervalued at an investor summit a year ago and said shares—currently trading around $26—would be worth as much as $33 if some of its assets were carved out. It’s a well-known phenomenon that conglomerates can be worth less than the sum of their parts, and while the company’s two share classes have mostly traded in lock step and returned 25% over the past year, the hedge fund is now worried the emerging family feud could further suppress the company’s valuation.

“This transition of power from Rupert Murdoch to his children has allowed for complicated family dynamics to potentially impact the stability and strategic direction of News Corp,” Smith continued. “The four Murdoch siblings with voting rights within the Trust are reported to have widely differing worldviews, which, collectively, could be paralyzing.”

If you think this all sounds familiar, you wouldn’t be wrong. A decades-long ordeal is still playing out at Paramount Global (NASDAQ: PARA), where Shari Redstone—the daughter of former majority owner Sumner Redstone, and another inspiration for Succession—has leveraged her control over class A voting shares to get what some say is a sweetheart buyout deal at the expense of holders of non-voting class B shares. 

Despite presiding over a company that’s lost more than two-thirds of its value over the past five years, Redstone is set to get a payout worth more than $500 million once she closes a deal to sell Paramount to a California-based production company founded by the son of Oracle (NYSE: ORCL) billionaire Larry Ellison. Over the past year, Paramount’s non-voting Class B shares have lost 26% of their value amid news of the deal, while the Class A voting shares have gained 26%. It certainly pays to have control, and Redstone would not have been able to dictate the terms of the sale without her special shares.

Any Succession fan hoping for a spinoff may be in for a treat as the real-life drama over News Corp’s trajectory begins to unfold, but investors could be the ones up for a truly wild ride. Starboard has made a solid case about the value it says can be unlocked, but it remains to be seen if Murdoch and his heirs will be able to unite for the good of all shareholders. History and fiction both suggest it won’t be easy.

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