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FOX/Disney deal

https://www.fiercecable.com/cable/comcast-confirms-interest-buying-new-fox


Update now Comcast NBC is making an attempt to get Fox Also away from Disney.

Comcast on Wednesday formally acknowledged its interest in a potential all-cash offer to buy select 21st Century Fox assets right out from under the nose of the Walt Disney Company.

“In view of the recent filings with the U.S. Securities and Exchange Commission by The Walt Disney Company and 21st Century Fox, Inc. in preparation for their upcoming shareholder meetings to consider the acquisition of Fox by Disney, Comcast Corporation confirms that it is considering, and is in advanced stages of preparing, an offer for the businesses that Fox has agreed to sell to Disney (which do not include the Fox News Channel, Fox Business Network, Fox Broadcasting Company and certain other assets),” reads a Comcast statement released Wednesday morning.

“Any offer for Fox would be all-cash and at a premium to the value of the current all-share offer from Disney,” Comcast added. “The structure and terms of any offer by Comcast, including with respect to both the spinoff of ‘New Fox’ and the regulatory risk provisions and the related termination fee, would be at least as favorable to Fox shareholders as the Disney offer.”

Comcast said that “no final decision has been made” as to whether to proceed with the takeover bid, but that “the work to finance the all-cash offer and make the key regulatory filings is well advanced.”
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http://thehill.com/policy/technology/389105-netflix-surpasses-comcast-in-market-value

Here is One Reason why the Comcast rumors of getting 20th Century Fox from Disney came into play.

Netflix surpassed Comcast in market value on Wednesday in a possible sign of consumers’ growing preference for video streaming services over traditional television subscriptions.

On Wednesday, Netflix ended the trading day with a market capitalization of about $152.8 billion, overtaking Comcast’s market value of $147 billion, as first reported by Bloomberg News. The streaming giant is very close to reaching Disney, which had a market value of $153.36 billion on Wednesday.

Netflix, the S&P Index’s best-performing stock this year, went up 3.95 percent on Wednesday while Comcast fell 1.94 percent.
Wednesday’s events mark the second time that Netflix has overtaken Comcast in valuation but, according to Bloomberg, it's likely the change will be more lasting this time.

Shares for Netflix were up 5 percent this week, a trend that began after former President Barack and Michelle Obama announced a multiyear production deal with the company on Monday.

Last month, Comcast announced it had lost more 96,000 video subscribers in the first quarter of the year alone.
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http://deadline.com/2018/05/fox-disney-shareholder-meeting-date-vote-merger-sale-1202399866/

Update on the Disney/FOx talks

In their separate SEC filings, the companies said their respective boards recommend that stockholders vote in favor of the proposal.

Fox said it could postpone or adjourn the shareholder meeting should Comcast come forward with an offer, which last week the media giant said it was in the “advanced stages” of preparing.

In its announcement, Fox acknowledged Comcast’s May 23 statement in which the NBCUniversal owner confirmed its plan to make a rich counter-offer for the Fox assets that Disney has proposed to acquire. Under the Disney Merger Agreement, Fox said in its statement today, “if any event occurs that 21CF determines, after consultation with outside legal counsel, is reasonably likely to require under applicable law the filing or mailing of any supplemental or amended disclosure, 21CF may postpone or adjourn the special meeting of its stockholders to allow reasonable additional time for the filing, mailing, dissemination and review by its stockholders of any such disclosure prior to the special meeting.”

While Disney and Fox have agreed to a $52.4B deal, Comcast’s counter is believed to be in the $60B range. Disney is offering stock, while Comcast is expected to offer all-cash. The latter entails a capital-gains tax hit that would reach into the billions of dollars, a factor that helped Fox paterfamilias Rupert Murdoch opt not to take Comcast’s previous offer last fall.
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https://deadline.com/2018/06/21st-c...y-takeover-if-it-divests-sky-news-1202403616/

Here is an update on the Disney/Fox Deal and its implications for Sky UK

21st Century Fox will be allowed to take over European pay-TV firm Sky as long as it divests Sky News to Disney or another company, British politicians have ruled.

The announcement, from British Culture Secretary Matt Hancock, is good news for Rupert Murdoch’s Hollywood studio and will now see it go head-to-head with rival Comcast for the prized pay-TV asset.

Hancock told the House of Commons, “I agree with the CMA that divesting Sky News to Disney, as proposed by Fox, or to an alternative suitable buyer, with an agreement to ensure it is funded for at least ten years, is likely to be the most proportionate and effective remedy for the public interest concerns that have been identified.

“As a result, I have asked my officials to begin immediate discussions with the parties to finalize the details with a view to agreeing an acceptable form of the remedy, so we can all be confident Sky News can be divested in a way that works for the long term… I am optimistic that we can achieve this goal, not least given the willingness 21st Century Fox has shown in developing these credible proposals.”

However, he added that if it can’t agree such terms that “the only effective remedy now would be to block the merger altogether. This is not my preferred approach.”

In January, the CMA dealt a blow to the bid, saying it was “not in the public interest.” However, Disney, which is in the process of acquiring the entertainment assets of Fox, soon stepped in, saying it would buy the Sky share to help get the $15B deal over the line. Fox also threatened to shut down Sky News, the biggest regulatory thorn in the company’s side, if it impeded “corporate opportunities”.

All of this comes as Comcast swooped in earlier this month to make a higher offer for Sky than Fox. The latter, aided by Disney, must now decide whether to make an improved offer for the satellite broadcaster.
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http://www.tvnewscheck.com/article/114311/comcast-makes-65b-bid-for-fox

Update Comcast is mentioned to make a bid for the Fox assets too along with Disney. Also Comcast's role in the Fox/Disney talks has been mentioned or has been compared to the AT&T and Time Warner talks though

NEW YORK (AP) — Comcast made a $65 billion bid Wednesday for Fox's entertainment businesses, setting up a battle with Disney to become the next mega-media company.

The bid comes just a day after a federal judge cleared AT&T's takeover of Time Warner and rejected the government's argument that it would hurt competition in cable and satellite TV and jack up costs to consumers for streaming TV and movies. The ruling signaled that Comcast could win regulatory approval, too; its bid for Fox shares many similarities with the AT&T-Time Warner deal.

Comcast says its cash bid is 19 percent higher than the value of Disney offer as of Wednesday. The Wall Street Journal and others reported earlier that Comcast had lined up $60 billion in cash to challenge Disney for media mogul Rupert Murdoch's company. Disney's offer was for $52.5 billion when it was made in December, though the final value will depend on the stock price at the closing.

"This is a golden offer that will put considerable pressure on (Disney CEO Bob) Iger and Disney to step up their game on another bid," GBH Insights analyst Dan Ives said. "This is even higher than the Street thought, which speaks to Comcast really wanting these key assets."

The battle for Twenty-First Century Fox comes as traditional entertainment companies try to amass more content to compete better with technology companies such as Amazon and Netflix for viewers' attention — and dollars.

If the Comcast bid succeeds, a major cable distributor would control even more channels on its lineup and those of its rivals. That could lead to higher cable bills or make it more difficult for online alternatives to emerge, though there is not yet evidence of either happening following other mergers. For Disney, a successful Comcast bid could make Disney's planned streaming service less attractive, without the Fox video.

Content is becoming more important as ways to deliver content proliferate. Cable companies like Comcast are no longer competing only with satellite alternatives such as DirecTV, but also stand-alone services such as Netflix and cable-like online bundles through Sony, AT&T and others.

Disney already started its own sports streaming service and plans an entertainment-focused one late next year featuring movies and shows from its own studios, which include Marvel, Pixar and "Star Wars" creator Lucasfilm.

With the Fox deal, Disney would get more content for those services — through the studios behind the Avatar movies, "The Simpsons" and "Modern Family," along with National Geographic. Marvel would get back the characters previously licensed to Fox, reuniting X-Men with the Avengers.

Comcast, meanwhile, has been leading the way in marrying pipes with the entertainment that flows through them. It bought NBCUniversal's cable channels and movie studio in 2013 and added Dreamworks Animation in 2016.

The Philadelphia company has been tinkering with the traditional cable bundle, offering stand-alone subscriptions for some types of video along with smaller bundles of cable channels delivered over the internet. Comcast has said it will add Netflix to some cable bundles.

With Fox, Comcast would expand a portfolio that already includes U.S. television rights to the Olympics and comedy offerings such as "Saturday Night Live." Comcast already owns such cable channels as CNBC, Bravo and SyFy.

Whichever company prevails would also control Fox's cable and international TV businesses. That's key for Comcast, which currently doesn't have an international presence. The Fox television network and some cable channels including Fox News and Fox Business Network would stay with Murdoch's family under either deal, as with the newspaper and book businesses under a separate company, News Corp.

Fox shareholders are set to vote on the Disney bid on July 10. Despite Comcast's higher offer, it's not immediately clear whether Fox's board would entertain it. According to regulatory filings, an unnamed company, widely thought to be Comcast, previously made an offer for Fox. But Fox went with Disney because of concerns it would face more regulatory scrutiny with the other company.

That was before U.S. District Judge Richard Leon ruled in AT&T's favor and rejected the government's argument that its takeover of Time Warner would hurt competition in pay TV and cost consumers hundreds of millions of dollars more to stream TV and movies. The government worried that AT&T, as DirecTV's owner, could charge Comcast and other rival distributors higher prices for Time Warner channels like CNN or HBO. In turn, that could drive up what consumers pay. AT&T and Time Warner argue they're simply trying to stay afloat in the new streaming environment.
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nomadcowatbk said:
but will Fox pay when they no longer own the shows? or how much will they pay?
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However much they value the content at is what they'll pay.

Yes, there has been an increasing trend, for obvious reasons, to networks favoring in-house shows, though with the planned Fox divestitures (regardless of who wins), "in house" won't be much of an option for the Fox broadcast network, at least out of the gate. But there are still "outside" shows across the networks' schedules. This is a long way from playing out, and, quite frankly, some shows like, ahem, The Simpsons, aren't exactly spring chickens. To The BigA's point, Comcast/Universal/NBC could do perfectly well taking a nice payment from Fox for The Simpsons for however long it has left, which also lets them fill more time on the NBC schedule with whatever they choose, in house or otherwise.
 
Comcast and Disney bid for Fox assets

https://deadline.com/2018/06/21st-c...-response-rupert-murdoch-bob-iger-1202410056/

https://www.thewrap.com/comcast-reimburse-fox-billion-dollar-breakup-fee-to-dump-disney/

Other articles surrounding the Comcast/Fox/Disney talks. Also Comparisons to the AT&T/Time Warner talks are at play given that NBC/Comcast are making an attempt to get the Fox Assets away from Disney though.

Never one to look away from a good offer like the $65 billion Comcast finally put on the table today, Rupert Murdoch has potentially hit the pause button on the Walt Disney Company’s acquisition of much of his Fox empire.

“21st Century Fox has not yet made a determination, in light of Comcast’s proposal, as to whether it will postpone or adjourn the July 10, 2018 special meeting of stockholders to consider certain proposals related to the Disney Merger Agreement,” said the hard elbowed media giant in a statement this afternoon formally acknowledging the “unsolicited” offer from Comcast.

With their as yet unapproved deal with Fox seemingly made solid six months ago, Disney did not respond to request for comment on the Comcast bid or 21CF’s immediate reaction.

Regardless of if it is personal, business or a combination and how much Bob Iger might not be smiling right now, the Murdoch clan are corporately obliged to give the offer from the Philadelphia based owners of NBCUniversal due consideration. “21st Century Fox remains subject to the Disney Merger Agreement,” the company also said on Wednesday mere hours after the long expected Comcast bid was made official. “Consistent with the terms of this agreement and the fiduciary duties of the Company’s directors, 21st Century Fox’s Board, in consultation with its outside legal counsel and financial advisors, will carefully review and consider the Comcast proposal,” 21CF added.

Similar to the long contemplated Disney deal that was made public last December, the Comcast move is aimed at grabbing “the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses,” as the Murdochs said today.
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https://en.wikipedia.org/wiki/Hulu

I will say this I say it will end up being a fight over who gets the majority shares of Hulu and who gets the Fox Sports Locals.

https://en.wikipedia.org/wiki/Fox_Sports_Networks
 
https://www.fiercecable.com/video/e...th-sell-off-fox-s-rsns-but-who-would-buy-them

Here is an op-ed over the effects of Fox RSN's

Amid the details of Comcast’s rival $65 billion bid for Fox is the revelation that both Comcast and Disney would be willing to sell off Fox’s regional sports networks if regulators deem it necessary.

Recode spotted the clause in Comcast’s letter to Fox shareholders spelling out the details of its competitive bid to the existing $52.4 billion deal with Disney. Specifically, Comcast said it would match Disney’s “commitment to divest (i) any of 21CF’s RSNs and (ii) other 21CF assets representing up to $500 million of EBITDA (less up to $250 million of EBITDA attributable to divested RSNs).”

Fox owns more than 20 RSNs, and those networks own broadcast rights for various teams from the MLB, NBA, NFL and NHL.

As Recode’s Peter Kafka points out, both companies have reasons to keep the RSNs. The networks would slot in nicely among NBCUniversal’s current RSN footprint, and Disney could incorporate the networks into its ESPN network group.

In December when the Disney-Fox deal was first announced, Disney CEO Bob Iger called the RSNs a “perfect complement” to ESPN’s current offering. He said ESPN is basically a national program service and that the RSNs are regional and local in nature. He compared ESPN’s and the RSNs’ upcoming relationship to a network and its affiliate stations.

But he said that Disney is not currently anticipating a considerable value proposition from the RSNs for the ESPN direct-to-consumer product since the RSNs will primarily continue to be distributed as they have been distributed by multichannel providers.

“If there’s an opportunity to bring their product more in the direct-to-consumer vein, we’ll take full advantage of that,” Iger said.

As Kafka also points out, sports rights are expensive and the prices are continuing to go up, which is a suitable enough reason for either company to part ways with some, most or all of the networks. But who would buy them?

The most logical answer would be whoever (Comcast or Disney) doesn’t come out on top in the Fox sweepstakes. Being able to add the pricey but valuable RSNs to the portfolio would be a nice consolation prize for either company.

Alan Wolk, co-founder and lead analyst at media consulting firm TV[R]EV, said that RSNs remain a hot commodity in the television business.

“I think RSNs are really valuable to anyone because as the vMVPDs get going, having the RSNs signed up will push people to sign up for one or the other,” Wolk said.

Wolk said that CBS already has a “strong sports offering” with its various traditional and digital networks and could want to add more live sports to the mix.

CBS Sports HQ, the network’s recently launched ad-supported digital network, could be a landing spot for the kind of rights on Fox’s RSNs, but CBS has been clear that it wants its new network to be more about news and talk and less about live sports.
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nomadcowatbk said:
Could The Simpsons, Family Guy, and Bob's Burgers eventually move NBC (or ABC if Disney wins the bidding war)?
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The Simpsons are renewed for 2 more seasons by Fox. No way they give up on it until the current deal is done. I doubt all 3 would shift over to another network.
 
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