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New York Times - Facts

New York Times - Facts. Sulzberger family owns 20% but control 70% Uses dual class structure April 2006, MSIM et al (28%) w/h votes (30%) MSIM proposal – subject dual class to a vote Conflicts: readers, family, other NYT owners. Issues with single ownership of media outlets.

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New York Times - Facts

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  1. New York Times - Facts • Sulzberger family owns 20% but control 70% • Uses dual class structure • April 2006, MSIM et al (28%) w/h votes (30%) • MSIM proposal – subject dual class to a vote • Conflicts: readers, family, other NYT owners. • Issues with single ownership of media outlets.

  2. Why Newspapers Family Owned? • Founders - shape news & public opinion. – 70% family • Preserving journalistic integrity • Reality – slant the news, Boston Globe, WSJ • Focus on content versus bottom line? • Current deals by private equity firms • Reorganize as endowed, non - profit? • Examples – Boston Beer, cable, automotive, service stations, hotels, apparel stores, entertainment but not mining, rail and air transportation. • Minority ownership did not work. • Print media “took a beating”– radio, TV, internet, <50%

  3. How is it done? • Dual class of stock – different voting rights and BOD election rights. • Study of family firms, primarily four ways: • Disproportionate BOD representation.* (70%) • Dual class stock.* • Voting agreements-Buffett & Katherine Graham. • Pyramids – indirect ownership –Europe & Asia

  4. NYT versus Dow Jones • Dow Jones- more typical structure. • Difference in two deals – DJ 1/3 “B” stock, NYT, majority of “B” stock needed. • Bottom line – Murdoch likely to fail. • As it turned out, Murdoch was able to buy. • 78% of A • 54% of B

  5. Institutional Shareholders • Behavior – push for changes but different investors have different objectives. • Withholding 28% is big deal – usually 1% • The 28% consisted of: • MSIM 5.6% - all directors • Others (22.4%):T Rowe Price; Fidelity & Vanguard - various votes W/H

  6. What Happened? • December 2006 – NYT N/C; MSIM protested • December 2006 – MSIM proposal W/H from Proxy • 2007 - $800 M write down – Boston Worcester • Sulzberger – moves assets out of MSIM, Mack’s comments regarding Elmasry. • Elmasry and T Rowe Price address NYT BOD • NYT raises quarterly dividend by 31%

  7. What Happened? • Three advisory firms – 2 support MSIM. • Washington Post’s Graham – op ed WSJ – NYT • April 2007 – 42% shareholders W/H votes • October – MSIM sells out for $183M • 2007-2008 – mixed results • 2008 – Harbinger Capital (hedge) buys 19.4%. • Conciliatory – NYT accepts BOD candidates HC • Carlos Slim – 6.9% By 2011: 17.1% • 2008 – Current – no dividends, sell off, stock $4 • January 2012 - $5.5 - $11.00 – CEO Robinson resigns late 2011 • Blackrock. Fairpoint & T Rowe Price own 25%

  8. Dual Class Article –Good or Bad?¹ • In theory, yes. Investors accept risk for profits. • Return inadequate, vote out BOD and Mgmt. • News Corp & CalPers – hacking scandal issues • Trend is ↓ 10% 5 years ago; 6% today. • Pros – strong leader can be insulated, stock may be cheaper, returns need not be lower. • Berkshire Hathaway – 9/1/A($107,549),B ($71.81) • B = 1/30 A price, 50:1 split. B s/b priced $71.70 • Boston Beer - $20 in 1995 to $141 1/31/2013 ¹ Are Dual Class Shares Bad for Investors? August 1, 2011, Morgan, See Website

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