News Disney and Fox come to terms -- announcement soon; huge IP acquisition

mab7689

Active Member
Disney's Acquisition of Fox Nears the Finish Line
Danny Vena, The Motley Fool
Motley FoolDecember 9, 2018
On Dec. 14, 2017, media giant The Walt Disney Company (NYSE: DIS) announced its intention to acquire certain assets from Twenty-First Century Fox (NASDAQ: FOX)(NASDAQ: FOXA) in a deal valued at $52.4 billion. A bidding war ensued, sparked by interest from Disney rival Comcast (NASDAQ: CMCSA). Disney eventually emerged victorious, with a cash and stock bid of $71.3 billion.
Since then, there's been a lot going on behind the scenes, as Disney prepares to bring Fox into the fold. Let's look at some of the uncertainties Disney initially faced, and where we are in the process.

Regulatory approval wasn't a given
While Disney did a certain amount of groundwork to ensure that the deal would ultimately be approved, there were no guarantees. The U.S. Department of Justice (DOJ) challenged AT&T's proposed acquisition of Time Warner, though the merger was eventually approved by the courts. Even after that victory, the DOJ is appealing the verdict.
The approvals required to seal the Disney-Fox deal have gradually been rolling in. Disney recently got the go-ahead from regulatory authorities in China, which came without conditions. This was one of the largest and most important markets for which approval was still needed. It was a big win, considering the ongoing trade war between Beijing and Washington.
The House of Mouse received conditional approval from the European Union in early November, which only required the company to sell off some of its European cable channels. Disney promised to sell its interest in the History, H2, Crime & Investigation, Blaze, and Lifetime channels in Europe to address those concerns.
The company received approval earlier this year from U.S. regulators on the condition that it sell the 22 regional sports TV networks that it was gaining from Fox. The bidding is currently underway to decide their eventual owner. A host of big names are in the running for the channels, with e-commerce giant Amazon.com recently entering into the fray. Other first-round bidders include Apollo Global Management, KKR, The Blackstone Group, Sinclair Broadcast Group, and

One notable holdout so far is Brazil, which has yet to approve the merger. The country's antitrust regulator said earlier this month that it had concerns that the deal would result in "a significant increase in concentration in the market of sports channels on cable TV and a high probability that Disney could control the market." Disney responded to the report, saying it was "part of the agency's normal pre-merger process. ... We have been and are continuing to work productively with the agency to address any concerns."

A final word
While we don't have a concrete date as to when the deal will finally close, the window is shrinking. Disney CEO Bob Iger said on the company's recent earnings conference call, "Last June, we estimated it could take up to 12 months for the transaction to close, but we are increasingly optimistic, it will be meaningfully earlier than that." (Emphasis added by author.)
For its part, Fox is planning to be ready by the beginning of 2019. Peter Rice, president of 21st Century Fox, reportedly told employees in a town hall meeting that the company will be logistically ready to close on Jan. 1.
Seems like it's only a matter of time.

So does this mean Brazil and Mexico are the last regulatory approvals required?
 

mab7689

Active Member
Disney is not reporting what is left, so your guess is as good as anyone's.

Being from the UK I'd have expected to have seen something if our government had approved and gone public. Until we get anything official from Disney or Fox I'll just assume anything not publicly declared is still pending.
 

CaptainAmerica

Premium Member
Being from the UK I'd have expected to have seen something if our government had approved and gone public. Until we get anything official from Disney or Fox I'll just assume anything not publicly declared is still pending.
I'm pretty sure (though not positive) that the UK has already granted approval. That was back when Sky was still in play, and their only concerns were regarding Sky itself.
 

mab7689

Active Member
I'm pretty sure (though not positive) that the UK has already granted approval. That was back when Sky was still in play, and their only concerns were regarding Sky itself.

Perhaps the takeover of Sky as a separate entity was the required UK approval then, rather than the whole thing itself, and I've misunderstood.
Additionally, others in here have said Australia has granted approval (I just can't find any public statements on that)

In that case that leaves Israel, Japan and South Korea.
 
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Perhaps the takeover of Sky as a separate entity was the required UK approval then, rather than the whole thing itself, and I've misunderstood.
Additionally, others in here have said Australia has granted approval (I just can't find any public statements on that)

In that case that leaves Israel, Japan and South Korea.
I think those last three they do not have announcements or statements made about approvals unless they put conditions on a merger. So it is possible they may have given approval quietly. I think with those out of the way it would leave Latin America left.
 

Kamikaze

Well-Known Member
Being from the UK I'd have expected to have seen something if our government had approved and gone public. Until we get anything official from Disney or Fox I'll just assume anything not publicly declared is still pending.

You're still part of the EU (and will be until after this is done, Brexit or not), so the EU approval would cover you.
 

bartholomr4

Well-Known Member
https://nypost.com/2018/12/10/disney-plans-to-split-up-foxs-local-sports-networks-to-sell/

Disney’s auction of Fox’s chain of local sports TV networks has proven to be such a complicated process that the Mouse House has decided to offer up the networks piecemeal, The Post has learned. Bankers for Disney had hoped to sell the 22 regional sports networks, or RSNs, to a single buyer in a deal to address antitrust concerns over Disney’s pending $71.3 billion merger with Fox, sources said.

A single deal would have made regulatory approvals simpler and quicker — a pressing concern given that the RSNs must be sold within 90 days of Disney’s closing on its Fox deal. Nevertheless, concerns about continued cord-cutting among cable TV subscribers have forced the bankers, JPMorgan Chase and Allen & Co., to get creative as they scramble to fetch a solid overall price, insiders say. As such, they’re now conducting management meetings with multiple suitors, including those interested in just a single RSN, sources said.

Sinclair Broadcasting, in partnership with private equity firm CVC Capital Partners, is the only known serious party that has made an offer for all the RSNs — but sources said it was a lowball bid. Buyout firm Apollo Global Management has bid for nearly all of the RSNs but needs a strategic partner, and so has local TV giant Nexstar Media Group. But Nexstar is not seen as a serious suitor because it just agreed to pay more than $6 billion for its rival Tribune Media, sources said.

Charter Communications, meanwhile, has bid for Fox Sports South, the RSN for the Atlanta Braves, sources said. Minnesota Twins owner Jim Pohlad has expressed interest in Fox Sports North, which carries his team, the NBA’s Minnesota Timberwolves and the NHL’s Minnesota Wild. Pohlad didn’t return calls. Disney’s bid for Fox gave the deal a multiple of 14.8 times fiscal 2018 Ebitda — up from a 10.9 times multiple in Disney’s original offer. Still, most analysts believe the RSNs aren’t even likely to fetch 10 times Ebitda, or $20 billion.

The RSNs, which make up the biggest asset group Disney is acquiring from Fox, generate about $2 billion a year in Ebitda, or earnings before interest, taxes, depreciation and amortization. There is a chance late suitors will emerge to bolster the auction, sources said.
Major League Baseball has expressed interest in buying some, or maybe all, of the RSNs. A simple majority of team owners would need to approve a purchase. Fox, which shares a common owner with News Corp., publisher of The Post, could buy back its networks. The YES Network — which carries the New York Yankees and is 20 percent owned by the Yankees and 80 percent owned by Fox — is considered a cut above the other RSNs. The Yankees, who have the right of first refusal to reacquire Fox’s stake, are talking with Amazon and others to help fund a deal. Amazon is not interested in buying the rest of the RSNs, sources said.
 
I have to admit my main reason for my interest in this deal and my hope that all foreign regulators will approve it is that I want the X-Men and Fantastic Four to be in the MCU. I known the Marvel movie rights are not the main reason for this deal and Disney did not spend $71.3 billion for Marvel movie rights, but I do not want it to fail, and not having them in the MCU. I just hope to god that Disney can deal with Latin American regulators.
 
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brodie999

Active Member
I have to admit my main reason for my interest in this deal and my hope that all foreign regulators will approve it is that I want the X-Men and Fantastic Four to be in the MCU. I known the Marvel movie rights are not the main reason for this deal and Disney did not spend $71.3 for Marvel movie rights, but I do not want it to fail, and not having them in the MCU. I just hope to god that Disney can deal with Latin American regulators.
Me too. In the meanwhile, let's try our hardest to find news where the rest of the foreign regulators that haven't approved the deal yet have done so. Hopefully, Brazil and Mexico will approve it by the end of the month and the deal will be completed by January 1st just like Peter Rice reportedly told employees.
 

bartholomr4

Well-Known Member
From Screamscape:

(12/12/18) Unless the unlikely event that Genting and Fox/Disney can come to an agreement on new licensing terms, the nearly finished 20th Century Fox World theme park in Malaysia will need to update the various IP and themes in place before it can open. On the more simple front, they could just remove some of the themeing and open the attractions in a generic form until they can come up with a new plan, though that could provide for a rather odd experience. Based on the latest construction photos posted to ThemeparX, there is some pretty extensive looking theming in place on the outdoor attractions that could give them something to work with at least.

That said, a post on the same site says that workers will begin to remove any themeing that is IP specific from the park over the next month or so. They also claim that some early talks with both Universal Studios and Six Flags may have begun as well. Universal may have the easy advantage here, as they are already partners with Genting for Universal Studios Singapore, though I’m not sure how likely they will be to Gentings desire to slam in some new IPs as quickly (and cheaply) as possible in order to get the park open. There is where Six Flags could be an easier option, as often Six Flags themeing is kept to a minimum where the ride hardware instead is the key draw.
 

mab7689

Active Member
I have to admit my main reason for my interest in this deal and my hope that all foreign regulators will approve it is that I want the X-Men and Fantastic Four to be in the MCU. I known the Marvel movie rights are not the main reason for this deal and Disney did not spend $71.3 billion for Marvel movie rights, but I do not want it to fail, and not having them in the MCU. I just hope to god that Disney can deal with Latin American regulators.

A big reason for me too, plus, as an even bigger Star Wars fan, a thread of hope that gaining the rights to the original trilogy will lead to an official remaster and reissue of the theatrical cuts.
 

capsshield

Active Member
I suspect that this purchase adds 10 to 20 years of a guaranteed 5 - 7 billion in movie studio revenue to the company per year.
The X-Men and Fantastic Four will generate 1 billion plus per movie once established and when they cross over with the Avengers 2 billion plus a movie. Consumer sales, Rentals, pay per view, and anything they can tie into the movies will also generate equal sums of money.
The streaming service is protection and ensures they have a delivery system in place for their products. "Go ahead cut the cable. We will still be here".

I think it's a much bigger and important deal than most people suspect or realize.
 

MisterPenguin

President of Animal Kingdom
Premium Member
I suspect that this purchase adds 10 to 20 years of a guaranteed 5 - 7 billion in movie studio revenue to the company per year.
The X-Men and Fantastic Four will generate 1 billion plus per movie once established and when they cross over with the Avengers 2 billion plus a movie. Consumer sales, Rentals, pay per view, and anything they can tie into the movies will also generate equal sums of money.
The streaming service is protection and ensures they have a delivery system in place for their products. "Go ahead cut the cable. We will still be here".

I think it's a much bigger and important deal than most people suspect or realize.

Don't forget that revenue isn't profit. The total MCU brought in $17.5 billion in revenue in the theatrical window. But after production and marketing costs and revenue-sharing with theaters, that's only $3 billion in profit.

But, that's the theatrical window. I'm sure there a big pile o'money somewhere for the profit from the digital window and merchandise...
 

Indy_UK

Well-Known Member
They must have made a lot more than $3 billion profit from all those films by now no?


Don't forget that revenue isn't profit. The total MCU brought in $17.5 billion in revenue in the theatrical window. But after production and marketing costs and revenue-sharing with theaters, that's only $3 billion in profit.

But, that's the theatrical window. I'm sure there a big pile o'money somewhere for the profit from the digital window and merchandise...
 

MisterPenguin

President of Animal Kingdom
Premium Member
They must have made a lot more than $3 billion profit from all those films by now no?

Not in the theatrical window (i.e., what they did at the Box Office).

These are big budget movies. That average production budget is close to $200 million. Then, as a rough guess, marketing costs is about half of that (though, probably a lot more). So, that's $300 million in costs.

The studio only gets half of the Box Office (probably actually less than half). The other half goes to the theater companies. The average MCU movie's Box Office is close to $900 million, so, Disney only gets $450 million.

Thus, the average net profit in the theatrical window is $150 million. Multiply that by 20 films... $3 billion profit.

And like I said, that's just the theatrical window. DVD sales, streaming, and merch only adds to that.

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capsshield

Active Member
Don't forget that revenue isn't profit. The total MCU brought in $17.5 billion in revenue in the theatrical window. But after production and marketing costs and revenue-sharing with theaters, that's only $3 billion in profit.

But, that's the theatrical window. I'm sure there a big pile o'money somewhere for the profit from the digital window and merchandise...
I've often wondered how much money is generated off of merchandise and everything else associated with a movie. I suspect it could be half to double what the box office does especially if the IP catches on.

I look at Nightmare before Christmas clearly the movie now generates a steady income greater than the box office and probably the merchandise profits have exceeded box office revenue.

I suppose Disney has a pretty big problem on their hands keeping all of their IP relevant and making a profit. If they let it slip it can loose tremendous value for the company. They used to rotate their movies every seven years or so which kept things fresh, but now they have so many available a consumer can get lost in the choices.
Now add in Fox and the problem has doubled.
I'm thinking this will lead to even more sequels than we get now.
 

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