Once again, Rupert Murdoch reminds us that if you want to make money, there's no place like the U.S. In a move that echoes Murdoch's own naturalization as a U.S. citizen nearly two decades ago, the Murdoch-led and Australia-based News Corporation ( NWS) said Tuesday that it plans to reincorporate in the U.S. for a simple, pragmatic reason: more money. News Corp. isn't moving onshore so that the company can enjoy the local tax laws, workforce, First Amendment or generally accepted accounting principles any more than it does already. No, according to News Corp.'s Tuesday announcement, News Corp. is coming to America because that's where the money is. The move, the company said, will end up "increasing the scope and depth of the shareholder base, improving trading liquidity, enhancing access to the capital markets and making the company's shares eligible for inclusion in a variety of U.S.-based indices." The move, says News Corp., will overcome many U.S. institutional investors' reluctance to hold foreign companies' stock and preferred stock, such as News Corp.'s preferred shares, which trade in the U.S. under the
NWSA ticker. Under the proposed transaction, which must be approved by non-Murdoch shareholders, that preferred stock will be converted into nonvoting common stock. News Corp. says it believes that the U.S. reincorporation will increase demand for its stock, thus narrowing the trading discount of the current nonvoting preferred shares to the NWS voting common stock and reducing the company's cost of capital. On Tuesday afternoon, News Corp.'s American depositary shares -- each representing four shares of News Corp.'s hometown stock -- were trading at $37.45 for the common stock, up 1.6%, and at $34.85 for the preferred, up 6%.
Certainly, economics was the main reason -- perhaps the only reason -- that the Australian-born Murdoch became a naturalized U.S. citizen in 1985. Back then, Murdoch was on the brink of making what was turned out to be an epochal deal in the history of American television: the purchase of six TV stations in New York, Los Angeles, Chicago and other major cities -- TV stations that became the cornerstone of the Fox ( FOX) TV network, the force behind such cultural icons as "The Simpsons" and "American Idol." There was only one little holdup: As a non-U.S. citizen, he couldn't take control of the stations' broadcast licenses. So Murdoch, who had been living in the U.S. for more than a decade, and who already owned the New York Post, the Chicago Sun-Times and other U.S. publications, did what was necessary to complete the deal: He became a U.S. citizen. Murdoch's spokesman confirmed as much to the Associated Press in 1985, after a meeting Murdoch had with the Federal Communications Commission. "Mr. Murdoch said that he would become a U.S. citizen in order to complete the transaction," the spokesman said. "He also said he would comply with the law." In the moneymaking spirit Tuesday, analysts issued reports indicating that, yes, there is money to be made off News Corp.'s immigration. Repeating the company's point that 75% of News Corp.'s revenue and profits are U.S.-generated, Merrill Lynch analyst Jessica Reif Cohen wrote, "We view this very positively." Cohen has a buy rating on the NWS shares; her firm has done recent underwriting for the company. Fulcrum Global Partners analyst Richard Greenfield recommended that clients go long NWSA and short NWS to take advantage of the likely narrowing spread between the two stocks. In fact, Greenfield predicted that NWSA will end up trading at a "modest premium" to NWS, an outcome that would prompt News Corp. to buy in its majority-owned Fox subsidiary. Greenfield has a buy rating on NWSA and a neutral rating on NWS; his firm hasn't done banking for the company. NWSA will "almost certainly" enter the S&P 500 index, wrote Greenfield. He estimated 154 million shares worth of incremental demand for the stock, not including "closet indexers."