Updated from 5:34 p.m. EDT
Rupert Murdoch finally put in his order for that DirecTV.
confirmed late Wednesday that it is taking a controlling stake in DirecTV parent company
( GMH) in a cash-and-stock deal valued at $6.6 billion.
The long-rumored deal will pay Hughes owner
some $3.8 billion, giving Australia's News Corp. a 34% stake in Hughes. Murdoch will pay $14 a share for Hughes, buying up GM's 19.9% stake and an added 14.1% from public shareholders. News Corp.'s Hughes stake will be subsequently contributed to
, its U.S. entertainment subsidiary.
"To those of you who have been eagerly waiting on hold, I say, try it for three years," Murdoch said in opening up a postclose conference call with reporters. The Australian-born, U.S.-naturalized media baron was referring to his previous failed attempt to purchase DirecTV, though in fact he has been trying to break into the U.S. satellite business, in one form or another, for two decades.
Murdoch went on to describe the deal, uniquely enough, as a "win-win-win" situation, though some criticism of the transaction's treatment of Hughes shareholders surfaced on the phone call.
Ahead of the announcement of the agreement, the market responded with a yawn -- perhaps because such a transaction already appeared all but inevitable. Shares in News Corp. dropped slightly ahead of the news Wednesday, while Hughes fell 2 cents to $11.48. The biggest related-party mover was
, operator of the direct broadcast satellite service that's DirecTV's chief rival.
Shares in EchoStar, which last year was blocked by regulators in its attempt to merge with Hughes, fell 2.3% to $29.10.
The likely scenario has been foreshadowed by news items trickling out from various parties recently. One report, for example, indicated that the telco
( SBC) had expressed interest but subsequently pulled out of the bidding. Another asserted that New York-area cable TV operator
had walked away, too, though it had never been clearly established that Cablevision had ever been interested in Hughes.
The nature of News Corp.'s offer became clear last month after News Corp.'s Rupert Murdoch and
John Malone announced an agreement under which
Liberty could end up buying $500 million of News Corp. stock. That agreement, under which Liberty could be compelled to buy the News Corp. shares should News Corp. acquire a Hughes stake, put an end to speculation that Malone would be competing with Murdoch for control of Hughes.
On the call, Murdoch said that the $500 million Liberty side transaction would likely take place.
As for what happens when Murdoch gains control of DirecTV -- well, that's either unclear or minimal.
One possible upshot is that a completed deal makes it harder for the government to block the M&A activities of other large media companies, such as
, says Mark Greenberg, portfolio manager of the
( FLISX)Invesco Leisure fund. "It makes any other business combinations easier," says Greenberg.
In fact, other large deals have paved the way for this one, said Murdoch on the call, who cited Comcast and
AOL Time Warner
as evidence that regulators won't block the deal on the basis of "vertical integration," or the combination of programming and distribution properties under one roof.
Another issue on people's minds is how News Corp.'s addition of a satellite-TV service to its distribution properties, notably the Fox television network, will affect its relationship with other cable operators and programmers. Conceivably, for example, News Corp. could threaten to drop DirecTV's carriage of programming owned by other distribution companies unless those companies carry a new channel launched by News Corp.
Legg Mason's Blair Levin speculates that EchoStar and small cable operators will likely seek assurances during the merger approval process that News Corp. can't withhold programming, especially regional sports channels, from those competitors.
On the call, Murdoch insisted his company would make its content available to all competitors, both in satellite and cable, and would make its own distribution platform available to all suppliers.
Greenberg says he doubts that the industry give-and-take over programming and distribution will change significantly after an acquisition, partly because the relationships among different companies are already so complex. "Everybody's using whatever they have as leverage," says Greenberg. "Nobody wants anybody else to be more powerful." Greenberg's fund holds shares in News Corp., Liberty and Comcast.
On the call, Murdoch said that in a landscape of increasing choice, adding the satellite service to Fox's broadcasting outlets was "essential" to assure that News Corp.'s existing and future content reaches a U.S. audience.
Asked how owning the satellite service would help News Corp.'s programming, Murdoch offered the example of the
Fox News Channel
, saying it took six or seven years for the channel to reach 90% penetration of the U.S. audience. "With this exposure," said Murdoch, "that will happen a lot faster."
Murdoch downplayed any competitive disadvantage Hughes might have with EchoStar resulting from EchoStar's executives having a close look at Hughes' books during their aborted deal. "I think this is a pretty small world and there aren't many secrets," said Murdoch.
Elsewhere on the call, GM CEO Rick Wagoner defended a special $275 million cash dividend that his company, but not other shareholders, will receive from Hughes as part of the transaction. That dividend, he said, is in consideration of "value enhancement" for Hughes shareholders that will result from the conversion of their Hughes stock from a tracking stock of GM's to one that's based on Hughes' assets.