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One Corporate Center July 18, 2013 Rye, NY 10580-1422 Tel (914) 921-5015 www.gabelli.com Gabelli & Company News Corp. (NWSA/NWS - $15.89/$16.02 - NASDAQ) Print For “Free” - Buy FYE: 6/30 EBITDA EV/EBITDA PMV 2015P $935 m. 3.9x $29 Dividend: None Current Return: Nil 2014P 875 4.2 27 Shares O/S: 379 mil. Cl. A non voting 2013E 855 4.2 25 200 “ “ B voting 2012A 1,124 --- --- 52-Week Range: $16.37 - $14.39 COMPANY OVERVIEW New York-based News Corp. operates in five segments: 1) News and information services – U.S., U.K. and Australian publishing businesses, including The Wall Street Journal, the Times of London and the New York Post, along with News America Marketing Corp., a leading provider of free-standing inserts (FSIs, or cents-off coupons); 2) Cable network programming – Fox Sports Australia; 3) Digital real estate services – a 62% interest in publicly traded REA Group Ltd. (Australia); 4) Book publishing – HarperCollins, one of the largest English language publishers in the world with imprints such as Avon, Harper, William Morrow and Christian publishers Zondervan and Thomas Nelson; and 5) Other – primarily the company’s nascent K-12 education business, Amplify. On June 28, 2013, “old News” Corp. (now 21st Century Fox) spun off most of its non-entertainment assets (“new News”) to holders on a one-for-four basis, i.e. investors received one share of “new” News Corp. for each four shares of “old” News. On a pro forma basis, News generated an estimated $855 million of pro forma EBITDA on roughly $9.0 billion of revenues for the year ended June 30, 2013. Reason For Comment - On July 1, NWS and NWSA began trading regular way and the shares have remained in a narrow range, which we attribute largely to portfolio rebalancing, as investors opt to own “new” News (21st Century Fox) rather than “old” News, principally ink-on-paper assets. Additionally, questions about long-term growth rates, secular and cyclical pressures, and capital allocation strategy may be weighing on the stock. - We believe that News Corp. shares represent an inexpensive call option on the strategic insights of Rupert Murdoch, one of the most impressive asset builders in recent times. Table 2 calculates that investors are essentially receiving the cash flow generative publishing assets for “free,” as we estimate that on a mark-to- market basis, the cash on the balance sheet, Foxtel interests, REA Group Ltd. stake and Fox Sports Australia are worth about $14 per share. We project those print assets can produce nearly $1 per share in free cash flow per year (ex Amplify). We would note that News America (the FSI business in the News & Information segment) has a close analog in Valassis Communications, a publicly traded company roughly equal in size to News America Marketing, that has a $1.6 billion enterprise value (or the equivalent of about $2.65 per NWS share). - In betting on Mr. Murdoch we take the good with the less good, including potential M&A bolstered by a $2.6 billion war chest. That said, wagering on the executive behind Fox Broadcasting, Fox News and Fox Business, etc. is a good bet in our view. For example, at its May 28 Investor Day, News discussed capitalizing on Dow Jones’s assets and expertise to build a larger news and information service (think Bloomberg). - News has also put a $500 million share repurchase authorization in place and is expected to initiate a (modest) dividend. Recall that “old” News bought about $6.6 billion worth of its stock (338 million shares), or about 13% of the outstanding. - Accordingly, we believe that “success breeds success,” and that “old” News’ stock price appreciation was partly a result of financial engineering, and we anticipate that buybacks will be part of the “new” News playbook. Table 1 New News Corp. Earnings Model 2010PF – 2017P FYE 6/30 2010 2011 2012 2013E 2014P 2015P 2016P 2017P ($ millions) Revenue $8,548 $8,826 $8,248 $8,855 $8,785 $8,925 $9,070 $9,195 % Growth NA 3.3% (6.5%) 7.4% (0.8%) 1.6% 1.6% 1.4% EBITDA 1,174 1,352 1,378 857 874 937 985 1,039 % Margin 13.7% 15.3% 16.7% 9.7% 10.0% 10.5% 10.9% 11.3% % Growth NA 15.2% 1.9% (37.8%) 2.0% 7.1% 5.1% 5.5% TEV/EBITDA 3.1x 2.7x 2.6x 4.2x 4.2x 3.9x 3.7x 3.5x Source: Company filings, Gabelli & Company estimates. -Please Refer To Important Disclosures On The Last Page Of This Report- Gabelli & Company - News has been investing in Amplify, a nascent K-12 education business overseen by CEO Joel Klein, the former Chancellor of the New York City Department of Education. We believe that the adoption of Common Core standards in the U.S. and the pressing need to improve student outcomes present Amplify with an opportunity, reflecting in part the reduction of barriers to entry historically enjoyed by the large basal textbook publishers. And ultimately, we believe that Amplify’s operating losses will abate. - These comments are not meant to suggest that News doesn’t face challenges. The digital world continues to disrupt analog publishing, a trend not limited to daily newspapers. Magazines and book publishers also face secular changes affecting their business models. Sluggish economic growth in the U.S. and weakness in the U.K. and Australia may also slow progress. And headline (as well as possible financial and legal) risks remain in the U.K., where the company faces lingering issues associated with the News of the World scandal. Table 2 New News Corp. “Mark-to-Market” Value ($ millions, ex per-share amounts) Per share Projected cash June 30$ 2,560 $ 4.41 REA Group Ltd. (81.1 mil. shares) 2,198 3.79 Foxtel (50%) 2,275 3.92 Fox Sports Australia 1,200 2.07 $ 8,233 $ 14.20 Source: Company filings, Gabelli & Company estimates. Investment Case As noted, the “mark-to-market” value of the non-print related assets amounts to about $8.2 billion, or $14.20 per News share. The cash is the cash projected at June 30. REA Group Ltd. is traded in Australia (REA-AX) with a value reflecting a soft Australian currency. We use an 8x multiple of EBITDA for the Australian television assets, generally below U.S. comparables, in keeping with more limited growth opportunities in that country. Backing out the businesses in Table 2 from News’ equity capitalization, one derives an enterprise value of about $600+ million, and an EV/EBITDA multiple of just over 1x, including Amplify’s losses. Accordingly, we believe that most of the negatives and risks are baked into the stock and few of the potential catalysts that could surface are. Those positives include execution against the buyback authorization, initiation of a dividend, what may be perceived as smart acqusitions and/or investments, and lower losses at Amplify. We calculate a fiscal 2014 private market value of $27 per share for News Corp. and recommend purchase. Other Companies Mentioned: REA Group Ltd. (REA - AX) 21st Century Fox (FOXA - NASDAQ) Valassis Comm. (VCI - NYSE) I, Barry L. Lucas, the Research Analyst who prepared this report, hereby certify that the views expressed in this report accurately reflect the analyst’s personal views about the subject companies and their securities. The Research Analyst has not been, is not and will not be receiving direct or indirect compensation for expressing the specific recommendation or view in this report. Barry L. Lucas (914) 921-5015 ©Gabelli & Company 2013 Important Disclosures ONE CORPORATE CENTER RYE, NY 10580 GABELLI & COMPANY TEL (914) 921-5130 FAX (914) 921-5098 "Gabelli & Company ("we or "us") attempts to provide timely, value-added insights into companies or industry dynamics for institutional investors. Our research reports generally contain a recommendation of "buy," "hold," "sell" or "non-rated.” We do not undertake to "upgrade" or "downgrade" ratings after publishing a report. We currently have reports on 624 companies, of which 44%, 39%, 3% and 14% have a recommendation of buy, hold, sell or non-rated, respectively. The percentage of companies so rated for which we provided investment banking services within the past 12 months is 0%, 0%, 0% and less than 1%. Ratings Analysts’ ratings are largely (but not always) determined by our “private market value,” or PMV methodology. Our basic goal is to understand in absolute terms what a rational, strategic buyer would pay for an asset in an open, arms-length transaction. At the same time, analysts also look for underlying catalysts that could encourage those private market values to surface. A Buy rated stock is one that in our view is trading at a meaningful discount to our estimated PMV. We could expect a more modest private market value to increase at an accelerated pace, the discount of the public stock price to PMV to narrow through the emergence of a catalyst, or some combination of the two to occur. A Hold is a stock that may be trading at or near our estimated private market value. We may not anticipate a large increase in the PMV, or see some other factors at work. A Sell is a stock that may be trading at or above our estimated PMV. There may be little upside to the value, or limited opportunity to realize the value. Economic or sector risk could also be increasing. We prepared this report as a matter of general information. We do not intend for this report to be a complete description of any security or company and it is not an offer or solicitation to buy or sell any security.
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