It’s the big mystery of the day in the media world: Up to now, Rupert Murdoch scoffed at the thought of breaking News Corp into two pieces — a fast-growth film and TV entertainment entity, and a slow-growth print one. He wanted to protect his newspapers, traditionally the source of his political power. And it’s his company. Yet today News Corp confirmed a Wall Street Journal report that it’s considering a split. So, what changed? You’d have to perform a Vulcan mind-meld with Murdoch to find the real answer, unless he decides to tweet it. But I have two theories: He’s more nervous than he lets on about the possibility that News Corp will have to defend itself against charges that it violated the Foreign Corrupt Practices Act (FCPA). And he wants to get back into doing what he loves: buying and selling stuff.
News Corp can’t avoid thinking about the potential fallout if it’s prosecuted under FCPA, the 1977 law that makes it a crime for U.S. companies to profit from bribes to foreign officials. We know that officials here are closely monitoring Scotland Yard’s investigations into the bribes that News Corp’s UK journalists paid to police and other officials for news tips. The deputy commissioner overseeing the investigations told a UK government inquiry into media ethics that there “appears to have been a culture at The Sun of illegal payments” to police, as well as members of the military, the government and other public organizations. In addition, the Wall Street Journal reported in March that the FBI is looking into whether a former News Corp subsidiary — News Outdoor Russia — bribed officials to secure prime locations for its billboards. Big deal? Perhaps. If the investigations turn up a lot of damaging information about News Corp business practices, and it stuck in court, then the FCC might have grounds to take back some of News Corp’s most valuable assets: its 27 television station licenses including 17 that offer Fox programming in major markets. Do I think this is likely? No, or at least not yet. The FCC almost never yanks a TV station license. But the stakes are so high that the mere possibility could lead Murdoch to want to build a firewall between the print properties involved in the scandals and the rest of the company.
Even without the FCPA problems, Murdoch would have a good reason to break up his company just to resume looking for mergers and acquisitions. News Corp has a mountain of cash after it was forced — in the wake of the UK scandals — to abandon its effort to buy the 61% of BSkyB that it doesn’t already own. It could still have at least $13B laying around after the current installment of its $10B stock repurchase plan wraps up in June 2013. But Murdoch doesn’t know what to do with it. With today’s low interest rates, it doesn’t make sense to sit on the dough. He doesn’t seem to like the idea of giving much more back to shareholders. His current businesses aren’t growing fast enough to justify extravagant additional expenditures. What’s more, Murdoch, at heart, is a deal maker. But his hands are tied. With the scandals hanging over his head, he can’t risk buying properties that would require him to seek approval from officials who enforce antitrust or broadcasting laws. He also knows that News Corp shareholders don’t trust him. They hated his $5.6B deal in 2007 to buy Dow Jones, the parent of The Wall Street Journal. One of the great paradoxes of the hacking scandal is that it contributed to a nearly 28% increase in News Corp’s market value over the last 12 months. Among the reasons: investors became less fearful that Murdoch would go out and make a big, stupid deal.
That could change, though, if Murdoch split the company into what Nomura Securities’ Michael Nathanson refers to as “Good NWS” (that’s the News Corp stock symbol) and “Bad NWS.” The News Corp chief might imagine that he could make deals with Good NWS that would not be burdened by the scandal — or questions from shareholders, who’d know in advance that if they stick with Good NWS, then they’d better expect a wild ride. Murdoch might even envision another run at BSkyB. Barclays Equity Research analyst Anthony DiClemente says that a split “could make it easier for News Corp to try and acquire the public stake at a later date” although he adds that “common controlled ownership of both entities by the Murdoch family will remain an obstacle.” Bernstein Research’s Todd Juenger also suspects that Murdoch still considers BSkyB to be his brass ring — and might want to pay for it by floating shares in his fast-growth entertainment company. Still, he says, “the political acceptance of that is unlikely.” But Murdoch became who he is by appreciating, better than almost anyone in media, what a vast difference there is between “unlikely” and “impossible.”
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