SCHEDULE: Murdoch Family Consolidates News Corp Control

Lachlan K. Murdoch's family branch consolidates a 33.2% beneficial ownership stake in News Corporation Class B Common Stock through a series of trust transfers and a $1 billion margin loan.

Summary

• The Murdoch Family Trust (MFT) transferred approximately 50% of its Class A and Class B shares of News Corporation to three Departing Member Trusts on September 6, 2025.
• The remaining Class A and Class B shares held by the MFT were transferred to three LGC Family Trusts, benefiting Lachlan K. Murdoch, Grace Murdoch, and Chloe Murdoch.
• On September 7, 2025, the LGC Family Trusts contributed their acquired Class A and Class B shares to LGC Holdco, LLC, which is owned by these trusts and managed by Cruden 2, LLC.
• On September 10, 2025, the Departing Member Trusts completed the sale of 14,071,293 Class B Shares in an underwritten public offering, generating approximately $450 million in net proceeds before expenses.
• LGC Holdco acquired an additional 7,125 Class A Shares and 24,256,641 Class B Shares of News Corporation, along with 9,498 Class A and 34,268,895 Class B shares of Fox Corporation, from the Departing Member Trusts in a privately negotiated transaction for approximately $1,990 million.
• LGC Holdco funded the private purchase using contributions from its members and a $1,000 million collateralized loan agreement with JPMorgan Chase Bank, N.A., entered into on September 8, 2025.
• Cruden 2, LLC, LGC Holdco, Michael Roberson, and Lachlan K. Murdoch are reporting persons, collectively beneficially owning 62,584,577 Class B Shares, representing 33.2% of the outstanding Class B Shares.
• Lachlan K. Murdoch's beneficial ownership totals 62,586,041 Class B Shares (33.2%), which includes the shares owned by LGC Holdco and 1,464 shares directly owned.
• A Stockholders Agreement was entered into on September 8, 2025, limiting the LGC Family Trusts and LGC Holdco, along with K. Rupert Murdoch, Lachlan K. Murdoch, Grace Murdoch, and Chloe Murdoch, from collectively owning more than 44% of the outstanding voting power of Class B Shares.

Sentiment

Score: 5

Explanation: The filing presents a neutral sentiment. While it clarifies and consolidates a significant control block within the Murdoch family, which can be seen as a stabilizing factor, it also highlights the substantial debt taken on by the holding entity (LGC Holdco) and the associated risks of a collateralized loan, including potential margin calls and forced liquidation of shares.

Positives

• Consolidation of a significant voting block of News Corporation Class B shares under the control of Lachlan K. Murdoch's family branch provides clearer long-term strategic direction.
• The Reporting Persons intend to review their investment on an ongoing basis and evaluate strategic alternatives, indicating active engagement with the Issuer's future.
• LGC Holdco and the LGC Family Trusts have been granted certain customary registration rights, which could facilitate future liquidity for their holdings.

Negatives

• LGC Holdco has taken on a substantial $1,000 million collateralized loan, introducing significant financial leverage to the holding entity.
• A total of 30,404,378 News Corporation Class B Shares and 37,002,060 Fox Corporation Class B Shares are pledged as collateral for the margin loan, exposing these assets to potential foreclosure.
• The Stockholders Agreement limits the collective ownership of the Murdoch Individuals and LGC entities to no more than 44% of the outstanding voting power of Class B Shares, potentially capping future control expansion.

Risks

• A 'Collateral Shortfall' could occur if the value of the pledged News Corporation and Fox Corporation shares decreases, potentially forcing LGC Holdco to deposit additional collateral or face liquidation of shares by the lender.
• Market volatility could significantly impact the value of the pledged shares, increasing the risk of a margin call and forced sales.
• Regulatory changes could increase the cost of maintaining the margin loan or impose new conditions on the Bank, which would be passed on to LGC Holdco.
• LGC Holdco is subject to financial covenants, including maintaining a minimum net worth, limits on distributions to members, and restrictions on incurring additional indebtedness or liens, with breaches potentially triggering an Event of Default on the loan.
• The Bank has the right to sell pledged securities without prior notice to cure a collateral shortfall, and LGC Holdco is not entitled to choose which securities are liquidated, potentially leading to adverse tax consequences.

Future Outlook

The Reporting Persons intend to continuously review their investment in News Corporation and may take actions, including communicating with the Board and management, engaging advisors, and evaluating strategic alternatives such as extraordinary corporate transactions, business combinations, asset sales, changes in business operations, financial or governance matters, and changes to the Board or management. Lachlan K. Murdoch, as Chair of News Corporation, is expected to have influence over the company's corporate activities.

Management Comments

• Reporting Persons initially acquired Class B Shares for investment purposes.
• Reporting Persons intend to continue to review their investment in the Issuer on an ongoing basis and may take actions with respect to their investment or the Issuer.
• Discussions and actions may relate to various alternative courses of action, including extraordinary corporate transactions, changes in business, operations, strategy, financial or governance matters, and changes to the Board or management.

Industry Context

This filing primarily details an internal restructuring of beneficial ownership within the Murdoch family, consolidating a significant voting stake in News Corporation under Lachlan K. Murdoch's family branch. While not directly addressing broader industry trends, this move solidifies control and governance within a major global media and publishing conglomerate, potentially influencing its long-term strategic direction and competitive positioning in a rapidly evolving media landscape.

Corporate Governance

Related Party Transactions

• Transfer of Class A and Class B shares from the Murdoch Family Trust to Departing Member Trusts and LGC Family Trusts on September 6, 2025.
• Contribution of Class A and Class B shares by the LGC Family Trusts to LGC Holdco, LLC on September 7, 2025.
• Private purchase by LGC Holdco, LLC of News Corporation and Fox Corporation shares from the Departing Member Trusts on September 10, 2025, for approximately $1,990 million.
• Stockholders Agreement entered into between News Corporation, the LGC Family Trusts, and LGC Holdco, LLC on September 8, 2025.

Stakeholder Impact

• **Shareholders:** The consolidation of a significant voting block (33.2% of Class B shares) under Lachlan K. Murdoch's family branch clarifies control and may influence long-term strategic direction. The 44% voting power cap in the Stockholders Agreement sets a defined limit on this control.
• **Management:** Lachlan K. Murdoch's position as Chair of News Corporation, combined with the consolidated ownership, reinforces his influence over the company's corporate activities and strategic decisions.
• **Creditors (JPMorgan Chase Bank, N.A.):** The $1 billion margin loan is secured by a substantial pledge of News Corporation and Fox Corporation Class B shares, providing collateral for the lender but exposing the holding entity to market risk.

Next Steps

• Reporting Persons will continue to review their investment in News Corporation on an ongoing basis.
• Reporting Persons may engage in discussions with the Board, management, or other securityholders regarding strategic alternatives.
• Lachlan K. Murdoch will continue to serve as Chair of News Corporation, influencing corporate activities.

Key Dates

Recommendation

The consolidation of a significant voting block under Lachlan K. Murdoch's control provides clarity on long-term strategic direction, which can be a stabilizing factor for News Corporation. However, the substantial $1 billion margin loan taken by LGC Holdco, collateralized by News Corp and Fox Corp shares, introduces financial leverage and market risk, particularly the potential for margin calls in volatile markets. Investors should monitor the company's strategic execution under this consolidated control and the financial health of the holding entity, especially regarding its ability to manage the debt and associated covenants. The current information does not warrant a 'buy' or 'sell' recommendation, but rather a 'hold' with careful observation of future developments.

Keywords

News Corporation, NWS, Lachlan Murdoch, Beneficial Ownership, Schedule 13D, Corporate Governance, Margin Loan, Family Trust, Media, Fox Corporation, FOX