Michael Bloomberg has the kind of rich-person problem most of us can barely dream of. Namely, how will he fulfil his commitment to give away his $37bn fortune before he dies?
It’s harder than it looks. One possible solution might be for Bloomberg to retain the source of most of his wealth – his 88% stake in financial-information behemoth Bloomberg – and then bequeath the company, in his will, to the Bloomberg Philanthropies. The Philanthropies could then be charged with giving away the company’s profits every year.
But that doesn’t really work, for two reasons. Firstly, Bloomberg has vowed to give away his money before he dies. “My joke,” he has said, “is that I want to bounce the check to the undertaker.” More importantly, US philanthropies aren’t allowed to own for-profit companies in perpetuity. The Bloomberg Philanthropies would have to start trying to sell Bloomberg LP almost as soon as it came into their possession.
What this means is that in order for Mike Bloomberg to be able to give away his money, he’s going to have to sell his Bloomberg stake – and that’s something he clearly doesn’t want to do. His dilemma lies in the fact that he relishes the control he has over his company, to the point at which he has consistently refused to take it public. But you can’t control something and sell it at the same time.
Mike Bloomberg doesn’t only have a dilemma, however. He also has an ambition, which is to own the New York Times, a newspaper he considers to be the greatest in the world. (If he can’t get the NYT, he’d probably make do with the Financial Times, but he wants the NYT more.)
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What’s more, Mike Bloomberg isn’t the only rich New Yorker with a dilemma. There’s also Arthur Sulzberger, the chairman of the New York Times Company, who is discovering that news, on its own, isn’t a great business to be in. Sulzberger, too, wants to retain control of his newspaper company. But he’s acutely aware that the news he produces would be more valuable to, say, an information company like Bloomberg than it is as a self-standing product supported by advertising and individual subscriptions.
Wonderfully, there is an elegant single solution to all three of these problems. Work with me here: Mike Bloomberg should sell Bloomberg to the New York Times Company.
This seems, on its face, to be insane. After all, Bloomberg LP is worth somewhere in the region of $40 billion; the New York Times Company is worth about $2 billion. (That’s so small that it will easily pass any anti-trust concerns.) How can something so small buy something so big?
Easy: the New York Times Company would simply issue new shares of stock. Right now, the New York Times Company has about 160 million Class A shares outstanding, as well as roughly 800,000 Class B shares, nearly all of which are held by the Adolph Ochs family trust. The two different classes of share receive exactly the same dividends, but the Class B shares (which can be converted into Class A shares at any time) have much greater voting rights. As a result, the Ochs/Sulzberger family retains control of the company, despite owning only 11% of the stock.
The New York Times Company could issue another 2.5 billion Class A shares (since any company can issue as many shares as it wants), and use those shares to buy Bloomberg LP. Then, to sweeten the deal, it could issue a million new Class B shares, and give those shares to Mike Bloomberg personally.
Bloomberg LP would then become by far the biggest part of the New York Times Company, and the eponymous founder would become, by far, its biggest shareholder, with about 83% of the Class A shares and 55% of the Class B shares. In doing so, he would essentially have achieved his decades-long dream of buying the New York Times. (The Sulzbergers, by contrast, would own about 0.6% of the Class A shares, and the other 45% of the Class B shares.)
The exact breakdown of Class B share ownership would be subject to detailed negotiation, of course. But it’s easy to imagine that Arthur Sulzberger might remain chairman of the vastly-expanded New York Times Company. The deal could be structured so that the Ochs-Sulzberger family would not only become much richer, but could also credibly claim that they continued to own the New York Times. (After all, they have had only a minority economic interest for many years already.)
Once the acquisition closed, Mike Bloomberg would find it much easier to give away his wealth. His billions of Class A shares of the New York Times Company could be sold on the open market at any time he liked. He could even simply gift those shares to the Bloomberg Philanthropies, since they carry very limited voting rights: in no way would the Philanthropies own or control the company. Meanwhile, Mike Bloomberg’s Class B shares would end up being controlled, upon his death, by the people he trusted most to safeguard his legacy and his company.
In other words, by selling Bloomberg LP to the New York Times Company, Mike Bloomberg would kill two birds with one stone. He would create a new currency — New York Times Company Class A shares — with which he could give away his wealth. And he would also acquire enough New York Times Company Class B shares that he could retain control of his company, and his business legacy, even as his personal fortune dwindled.
So, Arthur Sulzberger: call Mike Bloomberg’s office! You’ve ruled out selling your company to him. But have you thought about buying his company from him?