There are some interesting nuggets for investors in what’s mostly a technical document that kicks off the process that will lead to the spinoff of News Corp‘s publishing assets into a new, publicly traded company. It’s “another important step forward in the evolution of our company and in the establishment of two independent global leaders in Fox Group and the new News Corporation,” CEO Rupert Murdoch says. The filing notes that the assets going into the new company generated a net loss of $92M in the three months ending September 30, down from a $38M profit in the period last year, on revenues of $2.13B, -1.5%. That includes a $115M impairment charge, with $112M for newspapers following a restructuring and layoffs in the UK and Australia. The publishing company assets also lost $2.08B in the fiscal year that ended in June, down from a $678M profit, on $8.65B in revenues, -4.8%. Much of the decline is due to the closing of the scandal-ridden News Of The Worldtabloid. The spinoff will include Fox Sports Australia which, for some strange reason, News Corp says “favorably complements our publishing and education portfolio.” The document notes that UK and U.S. officials are still investigating the hacking and bribery scandals (referred to here as “U.K. Newspaper Matters”). The proceedings “could damage our reputation and might impair our ability to conduct our business.” Although the company has resolved many cases, “management believes that it is probable that additional claims will be filed.”
As for management, the document notes that Bendi Ajay Singe will be CFO and Gerson Zweifach will be General Counsel; it previously announced that Murdoch will be Executive Chairman and Robert Thomson will be CEO. Thomson will receive a base salary of $2M a year, plus the usual collection of bonuses and incentives which are yet to be determined. The new company’s properties had 24,000 employees as of September 30, including 9,000 in the U.S., 4,000 in the U.K. and 9,000 in Australia.
Investors are being asked to support three proposals: One clarifies the company’s authority to distribute the stock in the new entity to current shareholders. The second authorizes the company to do so. And the third changes the certificate of incorporation to change News Corp’s name to Fox Group; the newly created publishing company will take the News Corp name. (It’s referred to in the filing as “New News Corporation.”) The company wants to change the Certificate of Incorporation to establish the way it will spin off the publishing unit — giving shares in the new operation to News Corp’s Class A and Class B investors, making them tax-free. There will be a separate SEC filing, and shareholder vote, to authorize the spin off itself.