New York Times taps Bank of America amid ValueAct challenge

© Reuters. FILE PHOTO: The New York Times building is seen in Manhattan, New York, U.S., August 3, 2020. REUTERS/Shannon Stapleton

By Svea Herbst-Bayliss

(Reuters) - The New York Times Co has turned to Bank of America Corp (NYSE:BAC) and law firm Sidley Austin LLP for advice on how to handle a potential board challenge from ValueAct Capital Management LP, according to people familiar with the matter.

ValueAct, a San Francisco-based hedge fund, disclosed on Thursday that it owns a nearly 7% stake in the New York Times and argued the newspaper company could grow more quickly by aggressively marketing its all-access digital bundle that gives subscribers more than basic news.

The Ochs-Sulzberger family controls the New York Times through dual-class shares that allow it to install nine directors on the company's 13-member board.

The structure of the board would give ValueAct scope to challenge the company for one of the other four board seats in a shareholder vote. The New York Times is working with the bankers and lawyers to prepare for this possibility, the sources said.

Proxy solicitor Okapi Partners LLC, which works with companies as they count votes in shareholder meetings, is also advising the New York Times, the sources added, requesting anonymity because the matter is confidential.

Representatives for the New York Times, ValueAct, Sidley, Okapi and Bank of America either declined to comment or could not be reached for comment. The New York Times said in a statement on Thursday that its management had met with ValueAct to exchange views.

In a regulatory filing on Thursday that disclosed its stake, the hedge fund said it would have discussions with the New York Times to see "whether it makes sense for a ValueAct Capital employee to be on the issuer's board of directors."

The New York Times has expanded beyond its core newspaper offering in recent years to include the sports website The Athletic, product review website Wirecutter, a cooking app and games. While its digital subscriptions have grown, its shares are worth about 30% less than what they were valued at about a year ago because advertisers have cut back on spending amid fears of an economic downturn.

ValueAct, founded by Jeffrey Ubben two decades ago and now run by Mason Morfit, typically avoids challenging companies for board seats through proxy contests and often secures board representation with the agreement of companies they invest in.

ValueAct investments have included Microsoft Corp (NASDAQ:MSFT), where Morfit had a board seat, Adobe (NASDAQ:ADBE) where former ValueAct partner Kelly Barlow had a seat and Citigroup Inc (NYSE:C).