("While an existing deal obligates WSJ reporters to appear on CNBC, Murdoch — who's slated to take over WSJ parent Dow Jones later this year — stressed that the pact was only for financial news. 'There's no reason why we can't have them talk about politics, national affairs, international affairs, lifestyle, travel," he added.'")

While some Journal bigwigs object to providing an all-free site, the fact that the WSJ is the "only major U.S. paper charging for online access to most of its content" should be a pretty good indication of how the new model works. Online advertising should offset the subscription losses.

A correspondent tells Mickey Kaus that Murdoch "will start a national ad rate war with the wsj offering steep discounts (a la the nyp in nyc). Murdoch wants to bring the NYT to its knees." Mickey suggests that the Times should be very, very afraid, but we're not so sure: Isn't this the equivalent of starting a two-front war?

The Post is already taking a bath to keep even with the News: Does Murdoch really have enough money in the bank to have the Journal (particularly one that can no longer rely on online subscription revenues) give away its print ads at a steep discount? Oh, wait, he does? Okay, maybe Sulzberger and Company should be afraid.

memily: First impressions?
malice: I feel like he's stealing black people clothing from the 30's. But I just woke up. And the hair!
memily: The Jezebels think it's very Grey Gardens.
malice: Hmm. Nope!
memily: What is it then?
malice: You're not getting the not-subtle homage to Isabella Blow? The face hats?
malice: Her style is there in spirit, I guess he's trying to have it be a tribute to her and that's why it's such a direct reference to her style choices. It's sweet.
memily: Hey I just wrote a poem
Jessica Stam
Is the same color as
Vietnamese ham
malice: It pains me to see her with Richie sloppy seconds. But also she's a Yankees fan.
memily: What IS IT about DJ AM?
malice: His D?
memily: Certainly not his DJ.
malice: I think the Ill-fitting dress on Uliana (the one with the yellow bag) is a mistake, too 90's Anna Sui.
malice: The print is little rainbow mice, which is very Marc. And someone else did a mice print a few seasons back but I can't remember who... Alice Roi? Jill Stuart? And the dress on Marina after it I sort of hate, but I love that she's wearing glasses. The thing about Marc is that some of his pieces really do look better on someone with a body like Isabella Blow. So it can look ghastly going down the runway but buyers should know how it fits.
malice: Oh and there were all of two black models.
memily: Right, Chanel Iman and Jourdan Dunn.
memily: Why does Marc's show start later every year? This year it was 2 hours late.
malice: Oh hah, weeeellll. The guy has problems, he suffers from exhaustion! Honestly, it was probably tech issues this time, that would be my guess. It could be that he makes people wait, it could be models. Also they did the whole show backwards says style.com, so maybe he decided that at the last minute.
memily: Oh good call!
malice: Okay some of the outfits are downright bad, but I think they're all inspired. It very much goes along with my theory about the taking off one accessory before you leave the house.
memily: Oh hmm?
malice: That that is bullshit unless you want no one to talk about you.

[Images via Style.com]

Well, it's got something to do with the complexities of the deal's structure as relates to the recent turmoil in the stock market, none of which we fully understand. These people probably do:

"The deal," says the Journal, "has faced doubters since it was finalized April 1 after a long, tortuous auction that brought forward little interest in a purchase of the newspaper and TV empire. Chicago real-estate magnate Sam Zell ended up striking a deal in which he makes a very limited financial commitment to support a buyout; he has agreed to invest $315 million. The centerpiece of the deal is an employee share-ownership plan that is taking on debt and can utilize tax breaks afforded ESOPs to make repayment easier."

But, the Times tells us, "A lot has changed since April 2, when Tribune and Sam Zell, the real estate billionaire, announced the complex takeover. What looked then like a moderate slump in stock prices in the newspaper industry has turned into something worse, with Tribune suffering more than most, and the credit markets the company will rely on to shoulder its debt having gone from easy to tight... since then, the trading price has sunk, at one point last Tuesday dipping below $25 — the lowest, adjusted for splits, in nine years. In deal-making circles, a small discount for uncertainty until a transaction closes is standard. But in this kind of situation, with Friday's closing share price of $25.67, it's another matter, a discount of nearly 25 percent."

What's the problem? "The main reason for the investor skepticism is the heavy debt load that Chicago-based Tribune would be carrying after it went private, plus the continuing decline in advertising revenue and cash flow from the company's TV stations and newspapers, including the Los Angeles Times," according to the Los Angeles Times.

What now? The NYT offers three possibilities. One, the deal goes through as planned, and Tribune takes on a assload more debt than initially planned. The second option assumes the deal fizzles out, leaving Tribune with heavy (but slightly less than the aforementioned assload) debt and none of the tax advantages that made the plan so attractive initially. The third choice? Zell renegotiates the deal. How would that fly?

"It'd take a shareholder vote to change the price, and all hell would break loose," a private equity executive tells the LAT, "but I'm betting all hell breaks loose."

Still, business reporting being what it is, you can always find optimists.

• NYT: "Still, shareholders will almost certainly approve the deal, analysts and bankers say, if only because there is no better choice before them."
  
• WSJ: "While some analysts have wondered whether Mr. Zell might back out, his limited exposure may give him little reason to do so. A person close to Mr. Zell said, 'Sam's perspective on his investment in Tribune hasn't changed. He is a long-term value investor and has an outlook that stretches well beyond a month or a quarter.'"
  
• LAT: "More bullish observers said that Tribune still had the cash flow to cover its projected debt payments and could raise money by selling such attractive properties as its one-third stake in the Food Network, which some analysts have estimated is worth $1 billion."

  So there you have it. The way it looks now, the only people who might really get screwed on the deal are Tribune employees. The deal relies on an "Employee Stock Ownership Plan, a type of benefit program that invests primarily in the employer company's stock. After the ESOP is formed here, it will buy the Tribune stock and become the sole owner of the Tribune Company; already, the company has halted contributions to most employees' retirement plans, money that will be used to help finance the ESOP." Should things go south, these are the people who are going to pay the price. Well, them and those of us who have to actually read about this stuff for a living.

  Feel smarter now? Good!

This new distraction comes in the wake of "the revelation that Merrill Lynch, which had been representing the family on behalf of the Boston-based branch, had struck a deal for Dow Jones to pay its expenses, while advisers to other parts of the family had no such arrangement.") Anyway, if either of those factions gets on board, the deal is pretty much done. Expect an announcement today (possibly by the time this post goes live!) but, given the way this story has unfolded, don't hold your breath.

Spitzer himself sat down with the Daily News and repeated his claims that he knew nothing about his staff's investigation of Bruno: he didn't know they were doing it, he didn't know people were asking about it, he wasn't even sure who "Joe Bruno" was until just a couple of weeks ago, etc. The best analysis of the entire saga so far comes from a "smart friend" of Ben Smith's: "It seems to me the unspoken story here is that if the Spitzer people had given the records to [New York Post State Editor Fred U.] Dicker instead of the Times Union, the stories would all be about Bruno and he wouldn't be in this self-created mess. The real story is that once again Dicker has been shown to be the real power in Albany."

• "Two of Gov. Eliot Spitzer's top staff members refused requests from the attorney general's office that they submit to interviews in the investigation of the administration's use of the State Police to tarnish a political rival." Notes the Post, "Because the probe of Spitzer was noncriminal, Cuomo's investigators did not have subpoena power to compel testimony."[NYT]
  
• State Democrats aren't exactly lining up to support the governor. "The reluctance of Democrats to stand with Mr. Spitzer partly has to do with a fear of being associated with a dirty-tricks scandal involving the politicization of the state police force. Democrats interviewed said they are waiting to see if other allegations against the administration emerge that implicate other people in his administration." [NYS]
  
• The Post looks at the Albany Times Union, the paper that went after Bruno's travel records in the first place, quite possibly at the behest of the administration. [NYP]
  
• The Observer says it's Andrew Cuomo's moment: "Mr. Cuomo—who once had a reputation as a shameless self-promoter—has won positive reviews for his style since arriving in office. He has largely kept himself out of the public eye, emerging only to announce the positive results of some investigation (most notably in the case of a student loan scandal that garnered national attention) or to declare a lawsuit against some designated public villain. Or, as was the case this week, to deliver a swift and devastating blow to Eliot Spitzer." [NYO]
  
• Great, overlooked point from Times columnist Jim Dwyer: "No one — including the attorney general — is volunteering to document how many thousands of dollars, and hundreds of hours of state police time, are used to carry politicians to events that are strictly party politics. 'Whatever facts we had are in the report, which speaks for itself,' a spokesman for Mr. Cuomo said." [NYT]
  [Image: Getty]

The article has some great color from the meeting, as the clearly anguished family ponders whether or not to cash in on its prized asset, but while it suggests that the outcome "remains too close to call," it also notes that "it will still be difficult to block the transaction, given that it would take only a few players to deliver a deal to Mr. Murdoch."

Analysts are skeptical.

The market has become increasingly jittery over whether Mr Murdoch will prevail, yesterday pushing Dow Jones shares down 2.6pc to $53.27 on fears that News Corp could yet be thwarted. The Dow Jones board backs the offer.

"The market is putting a higher and higher probability that the deal is not going down," said Robert Willis, chief investment officer of Georgia-based Willis Investment Counsel. Christopher Bancroft, an investment banker, has led the opponents to the deal, who feel Mr Murdoch could undermine editorial independence. Other Bancroft family members back News Corp's offer, aware that if Mr Murdoch is rebuffed, Dow Jones shares are likely to collapse.

There was the attorney Theodore Olson, who had served in the Reagan administration and later in the George W. Bush administration (after successfully representing him in Bush v. Gore). There was the conservative writer Thomas Bray, former Tribune president Jack Fuller, and current M.I.T. president Susan Hockfield.

"I have no indication that any of them would know what goes into Page 1," said one Journal staffer, who added the board should have included "people who really understand news coverage."

"To put Ted Olson on the board," said another Journal staffer, "everyone in the newsroom was like, 'What the fuck!'"