Twenty-First Century Fox, Jeffrey Ubben Each Get What They Want In Deal

The deal between Twenty-First Century Fox Inc (NASDAQ:FOX), led by Rupert Murdoch, and Ubben is a carefully crafted one that allows Ubben a seat on the board in exchange for several concessions on his part, which will prevent him from going into full activist mode on the company (though as said, that really isn’t his style). For one, Ubben must maintain an ownership position of at least 5% in the company or forfeit his board seat. On the other hand, Ubben has also agreed not to raise his stake above 7%, or to sell any of his stake to another investor whose own stake would then be boosted above 5%. Ubben is also unable to solicit proxies against Twenty-First Century Fox. The nomination agreement is similar to the standstill agreement Ubben forged with Adobe in 2012, which led to Kelly Barlow, a Partner at ValueAct, being added to Adobe’s board.

With said stipulations in place, it’s certainly a win for Twenty-First Century Fox Inc (NASDAQ:FOX) to add Ubben to its board, given his impressive track record of helping to steer companies towards better performance, including the aforementioned Adobe and Microsoft. There appears to be nothing but goodwill between the two sides, with Murdoch and Ubben offering praise for each other and the relationship they’ve developed, while Fox’s Lead Independent Director Rod Ellington added that Ubben has a “clear alignment with the rest of the directors on our long-term strategy.”

Ubben’s holding of Fox’s Class B shares is the largest of any of the investors in our database, though value investor Donald Yacktman’s Yacktman Asset Management holds a larger combined position across Fox’s Class A and Class B shares, owning 38.18 million of the former and 28.31 million of the latter. Boykin Curry’s Eagle Capital Management also holds large positions in both classes of shares, holding 28.20 million Class B shares and 8.63 million Class A shares. All told, investors in our database held $9.56 billion worth of Fox shares as of June 30.

Disclosure: None