After weeks of mounting speculation - and a rumored competing bids by rivals Comcast Corp. and Verizon that never materialized - Disney and 21st Century Fox announced early Thursday that the former would acquire most of the latter's entertainment assets in a deal worth $52.4 billion, according to the official press release.
Here's what Disney is buying, according to the release:
Combining with Disney are 21st Century Fox’s critically acclaimed film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures and Fox 2000, which together offer diverse and compelling storytelling businesses and are the homes of Avatar, X-Men, Fantastic Four and Deadpool, as well as The Grand Budapest Hotel, Hidden Figures, Gone Girl, The Shape of Water and The Martian—and its storied television creative units, Twentieth Century Fox Television, FX Productions and Fox21, which have brought The Americans, This Is Us, Modern Family, The Simpsons and so many more hit TV series to viewers across the globe. Disney will also acquire FX Networks, National Geographic Partners, Fox Sports Regional Networks, Fox Networks Group International, Star India and Fox’s interests in Hulu, Sky plc, Tata Sky and Endemol Shine Group.
Fox will then spin off the Fox Broadcasting network, Fox News, Fox Business, FS1, FS2 and Big Ten Network to its shareholders into a newly listed company. Under the terms of the agreement, shareholders of 21st Century Fox will receive 0.2745 Disney shares for each 21st Century Fox shares they hold. Disney will also assume approximately $13.7 billion of net debt of 21st Century Fox.
Meanwhile, Robert Iger, who was supposed to retire at the end of next year, will stay on to lead the Disney until at least 2021 (at this point, the long-time CEO, who has blown through many planned retirement dates, might lead the House of Mouse for the remainder of his natural life).
The deal is the largest ever in Disney's history, and comes just a day before the release of "The Last Jedi" the latest installment in its lucrative "Star Wars" series - a franchise it acquired a few years back.
According to the press release, "the acquisition is expected to yield at least $2 billion in cost savings from efficiencies realized through the combination of businesses, and to be accretive to earnings before the impact of purchase accounting for the second fiscal year after the close of the transaction."
Furthermore, as part of the transaction higlights, there appears to be a "fudge factor" related to the company's tax liabilities, which are clearly in flux as a result of the ongoing tax reform drama. This is how Disney plans to resolve this uncertainty:
Terms of the transaction call for Disney to issue approximately 515 million new shares to 21st Century Fox shareholders, representing approximately a 25% stake in Disney on a pro forma basis. The per share consideration is subject to adjustment for certain tax liabilities arising from the spinoff and other transactions related to the acquisition. The initial exchange ratio of 0.2745 Disney shares for each 21st Century Fox share was set based on an estimate of such tax liabilities to be covered by an $8.5 billion cash dividend to 21st Century Fox from the company to be spun off. The exchange ratio will be adjusted immediately prior to closing of the acquisition based on an updated estimate of such tax liabilities. Such adjustment could increase or decrease the exchange ratio, depending upon whether the final estimate is lower or higher, respectively, than the initial estimate. However, if the final estimate of the tax liabilities is lower than the initial estimate, the first $2 billion of that adjustment will instead be made by net reduction in the amount of the cash dividend to 21st Century Fox from the company to be spun off. The amount of such tax liabilities will depend upon several factors, including tax rates in effect at the time of closing as well as the value of the company to be spun off.
Fox will keep its studio plot in LA and much of its real-estate holdings.
(Courtesy of Bloomberg)
Rupert Murdoch, the longtime chairman of 21st Century Fox, said: “I’m convinced that this combination, under Bob Iger’s leadership, will be one of the greatest companies in the world. I’m grateful and encouraged that Bob has agreed to stay on, and is committed to succeeding with a combined team that is second to none."
As the Financial Times pointed out, the deal will end Murdoch’s long association with Hollywood and represents a division between the media mogul and his youngest son, James, Fox’s chief executive. The two companies did not comment on his future but James is likely to leave Fox upon completion of the sale.
Disney said it would seek $2 billion in cost savings from the deal. It expects Fox to complete its takeover of pan-European TV group Sky by the end of the first half of next year. Disney will end up as the ultimate owner of Sky as long as that transaction completes before Disney’s deal.
According to the New York Times, Disney, which owns ABC and ESPN, hopes 21st Century will supercharge its plans to introduce two Netflix-style streaming services. The company's first major streaming effort, ESPN Plus, will arrive in the spring.
A second and still unnamed offering, built around the company's Disney, Marvel, Lucasfilm and Pixar brands, will likely be introduced late next year. Both Fox and Disney already own stakes in Hulu, a paid streaming service that already includes ABC content. Iger is personally buying out Fox's minority stake in Hulu.