* Billionaire Packer said to be tempted by going private
* Crown shares too expensive to attract takeover premium
* Crown aims to be conservative listed company - sources
By Byron Kaye
SYDNEY, April 11 (Reuters) - When James Packer first quit the board of Australia's Crown Resorts Ltd in 2015, the world No. 7 casino company he built from his late father's media empire, he did it three days after revealing he had considered taking the company private.
His second exit, announced last month just a year after he rejoined the board, has left investors wondering, once again, whether Packer will attempt to take over the $6.7 billion company.
But some of his recent moves have cast doubt on such talk. For one, sources said Packer, 50, was reluctant to borrow to buy the 54 percent of Crown he does not already own.
"It would be another A$5 billion ($3.9 billion) or A$6 billion and that's a hell of a lot of money," said a fund manager who sold Crown shares just before Packer stepped aside on March 21.
Packer has also appointed a close ally and former government officials to senior roles, indicating his determination to keep Crown public but managed more conservatively than it was when he was at the helm and led an ill-fated expansion into Asia and the United States, three people with knowledge of his thinking said.
The 2017 appointment of John Alexander, who has worked for Packer's family since the 1990s, to executive chairman was a sign of a more "conservative" direction, said one of the people, declining to be named due to the sensitivity of the subject.
The growing roster of ex-government leaders on the board likewise suggests a company prepared to "do whatever it takes to ensure that they are squeaky clean," particularly with a triennial licence review in its home city of Melbourne under way, the source said.
Crown directors without backgrounds in gambling include a former federal finance minister, a former department of finance secretary, a former chief medical officer, and a former CEO of Qantas Airways Ltd.
They did not respond to requests for comment.
When Packer quit the Crown board last month, citing mental illness, the billionaire did not comment about ownership of the company.
His departure followed a tumultuous five years that included the failure of Crown's offshore expansion strategy triggered by the arrest of 18 staff in China in 2016 for breaches of that country's casino marketing laws.
Crown sold its one-third stake in a Macau joint venture to Melco Resorts for $1.16 billion in May last year, just as the Chinese territory was about to recover from a slump in VIP gambling. Those shares are worth $4.6 billion at Melco's current valuation.
A former Melco executive said Packer "screamed" at a board meeting about Macau's performance.
"Macau was meant to be the cash cow but there were a couple of very tough years," said the executive who did not want to be named due to the sensitivity of the situation.
Packer, who did not respond to a request for comment for this article, spoke of the pressure he was under and his craving for a more simple life in his most recent media interview.
"At this stage in my life, I don't want anything other than my Crown shareholding," he told The Australian newspaper last year, referring to the stress he had endured from the downturn in Macau and his breakup with singer Mariah Carey, to whom he had been engaged.
Even as he takes a step back, the Macau asset sale should give him a steady return, clear more than A$2 billion of Crown's debt and help the company fund a new casino on the Sydney waterfront.
Traders thinking of buying Crown stock with a view to making a profit in the event of a Packer-led takeover should hold off, said a second fund manager who recently sold out of Crown.
The shares trade at 22 times forecast earnings, above the Australian market's 15 times multiple, suggesting the stock is too expensive to invite the standard 30 percent takeover premium, he said, asking not to be named because of personal relationships at Crown. ($1 = 1.2942 Australian dollars) (Reporting by Byron Kaye in SYDNEY; Additional reporting by Farah Master in HONG KONG, Editing by Miyoung Kim and Stephen Coates)