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

["El Gran Magnifico"]

 

[MrMcDuck]

Missing this guy:

 

[bartholomr4]

Also, the debt has a face value and a market value.... if Disney were to pay it off now (which may not be possible based on covenants in the commercial bonds), or refinance it, the actual debt total would be different (basically because the interest rates paid on the debt is higher than current market rates, and makes the market value/ cost higher).... The new Fox will also pay a pro rated portion of the existing 21CF debt Disney is assuming (the portion of the debt allocated to the new fox assets) which we won’t know the total until a bunch of closing ratios are calculated..... The June 21 merger agreement (see Sec.gov June 21, 2018) capped the debt assumed by Disney at 13.8 billion, with adjustments based on anything retired between the merger announcement date and the merger (in other words the total would go down).... Lastly there are tax implications which can adjust all of these cash payments as well. The merger may trigger capital gains tax payments which could cause a payment from New Fox to Disney.

Fox Corporation Announces Payment Of Dividend To Twenty-First Century Fox, Inc. And Receipt Of Cash Payment From Disney;
PR Newswire PR Newswire•March 20, 2019
Determination And Payment Of Transaction Taxes;

NEW YORK and LOS ANGELES, March 20, 2019 /PRNewswire/ -- Fox Corporation (NASDAQ: FOXA, FOX) (the "Company") announced today that yesterday, pursuant to the combination merger agreement among Twenty-First Century Fox, Inc. ("21CF"), The Walt Disney Company ("Disney" – NYSE: DIS) and certain of their subsidiaries, the Company paid to 21CF a dividend in the amount of $8.5 billion. The final determination of the taxes in respect of the separation and distribution for which the Company is responsible pursuant to the combination merger agreement and a prepayment of the estimated taxes in respect of divestitures – referred to collectively as the transaction tax – was $6.5 billion. The Company today received a cash payment in the amount of $2.0 billion from Disney, which has the net effect of reducing the $8.5 billion cash dividend the Company paid to 21CF.

The transaction tax included a prepayment of the Company's share of the estimated tax liabilities resulting from the anticipated divestitures by Disney of certain assets, principally the FOX Sports Regional Sports Networks. This prepayment was in the amount of approximately $700 million and is subject to adjustment in the future, when the actual amounts of the tax liabilities are reported on the federal income tax returns of 21CF or Disney.

 

[CaptainAmerica]

View attachment 358021

My best guess (if anyone cares) is that Disney will continue to make Deadpool movies but they'll be released under the Fox banner rather than Marvel Studios and won't officially be part of the MCU. They'll probably make fourth-wall-breaking references to the MCU but won't be official canon.

 

[Andrew C]

My best guess (if anyone cares) is that Disney will continue to make Deadpool movies but they'll be released under the Fox banner rather than Marvel Studios and won't officially be part of the MCU. They'll probably make fourth-wall-breaking references to the MCU but won't be official canon.

Touchstone!!!

 

[eddie104]

I understand Marvel but why do people care about The Simpsons area at Uni. Disney wouldn’t build a land dedicated to that show anyway.

 

[AnotherDayAnotherDollar]

Fair point re: Universal / Simpsons, but it would have been very unwise for them to negotiate theme park rights that can expire without an option to renew. It's not like movie rights. If movie rights expire, you just stop making movies. No big deal. If them park rights expire it's extremely expensive to rip out rides and attractions to retheme entire lands.

I expect the Simpsons contract to look something like this:

Theme Park License between Warner Bros. Consumer Products, Inc.

LICENSE AND OTHER RIGHTS:​

2.1 Subject to the restrictions, limitations, reservations and conditions and Licensor’s approval rights set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts for the Term of this Agreement, a license to utilize the Licensed Property solely in connection with the development, construction and operation of the Themed Area and for the Licensed Uses. The licenses and rights granted pursuant to this Section 2 shall be exclusive in relation to use of the Licensed Property in connection with theme parks, amusement parks, water parks and stand-alone themed venues that are smaller than typical theme parks but are extensively themed and contain rides, retail and/or food service, similar to those found in a theme park (e.g., the “Star Trek: The Experience” attraction at the Las Vegas Hilton), during the Term within the Territory. Notwithstanding the foregoing, Licensor may use, or permit others to use, the Licensed Property in connection with a traveling museum-quality exhibition that may be presented at museums, convention/exhibition halls and other venues.

2.2 The term of this Agreement (the “Term”) consists of the Initial Term (as defined below) and, if the option(s) below are exercised, the First Renewal Term (as defined below) and the Second Renewal Term (as defined below).

(a) “Initial Term” means the period beginning on the date of complete signing of this Agreement through and including June 30, 2019.

(b) Provided that at the time of each renewal, Licensee is not in material default of any of its obligations provided for in this Agreement, Licensee shall be entitled to two (2) successive options to renew this Agreement for successive five (5) year terms (the “First Renewal Term” and the “Second Renewal Term”) pursuant to all the same terms, conditions and covenants herein, subject to the payment of the additional Guaranteed Fee set forth in Section 6.1(b) and (c).

(i) To exercise each such option to renew, Licensee must give notice of such intent to Licensor in writing not less than twelve (12) months prior to the end of the then current Initial Term or First Renewal Term.

(ii) Upon the exercise of each such option, the First Renewal Term will begin on July 1, 2019 and expire on June 30, 2024, and the Second Renewal Term will begin on July 1, 2024 and expire on June 30, 2029.

Basically the Potter licenses expires in June of this year, but Comcast has 2 renewal options that WBs (ATT) has to accept. So they can do an initial renewal of 5 years and then a second one of another 5 years. The license - unless the contract is amended - expires in 2029.

 

[ImperfectPixie]

I understand Marvel but why do people care about The Simpsons area at Uni. Disney wouldn’t build a land dedicated to that show anyway.

I know it's a long-shot, but my hope would be that the Simpsons become trading fodder for some (even just a little would be nice) Marvel rights.

 

[seascape]

I understand Marvel but why do people care about The Simpsons area at Uni. Disney wouldn’t build a land dedicated to that show anyway.

It is not that people want the Simpson's in Disney Parks as much as it is wonderful that Universal has to send Disney a quarterly check and divulge plans they have for their Parks. Disney should include in their deal AT&T ft or the 10% of Hulu the rights to keep the DC characters in Six Flags if they ever buy Six Flags. I doubt they ever would but it would be a nice insult to Universal because the WB contract with Six Flags specifically states that the DC rights revert back to WB if either Universal or Disney bought Six Flags.

 

[eddie104]

It is not that people want the Simpson's in Disney Parks as much as it is wonderful that Universal has to send Disney a quarterly check and divulge plans they have for their Parks. Disney should include in their deal AT&T ft or the 10% of Hulu the rights to keep the DC characters in Six Flags if they ever buy Six Flags. I doubt they ever would but it would be a nice insult to Universal because the WB contract with Six Flags specifically states that the DC rights revert back to WB if either Universal or Disney bought Six Flags.

Where does it state Uni has to divulge plans to Disney because I highly doubt that ?

 

[AnotherDayAnotherDollar]

It is not that people want the Simpson's in Disney Parks as much as it is wonderful that Universal has to send Disney a quarterly check and divulge plans they have for their Parks. Disney should include in their deal AT&T ft or the 10% of Hulu the rights to keep the DC characters in Six Flags if they ever buy Six Flags. I doubt they ever would but it would be a nice insult to Universal because the WB contract with Six Flags specifically states that the DC rights revert back to WB if either Universal or Disney bought Six Flags.

I would think ATT has mid/long term plans to get in the theme park business by acquiring SeaWorld and/or SixFlags. It's a proven model and they have a ton of IP that would work well. A full Gotham, Metropolis land in the same breadth and scope as Pandora, SW, or Potterland would bring in the people. They also have HB which has loved IPs. I may be wrong, but that's something that's probably on their roadmap to diversify their portfolio.

 

[seascape]

I expect the Simpsons contract to look something like this:

Theme Park License between Warner Bros. Consumer Products, Inc.

Basically the Potter licenses expires in June of this year, but Comcast has 2 renewal options that WBs (ATT) has to accept. So they can do an initial renewal of 5 years and then a second one of another 5 years. The license - unless the contract is amended - expires in 2029.

AT&T and JKR have Universal over a barrel on renewals. If Universal ever lost HP, what would it have left? Their entire marketing depends on HP. Maybe that is how AT&T plans on paying off all that debt they took on buying WB.

 

[Crossfire]

My best guess (if anyone cares) is that Disney will continue to make Deadpool movies but they'll be released under the Fox banner rather than Marvel Studios and won't officially be part of the MCU. They'll probably make fourth-wall-breaking references to the MCU but won't be official canon.

I doubt it, Iger said that it wouldn't make sense to have 2 different Marvels.

 

[eddie104]

AT&T and JKR have Universal over a barrel on renewals. If Universal ever lost HP, what would it have left? Their entire marketing depends on HP. Maybe that is how AT&T plans on paying off all that debt they took on buying WB.

We get it you don’t like Uni but please provide some facts or receipts please .

 

[CaptainAmerica]

I doubd it, Iger said that it wouldn't make sense to have 2 different Marvels.

Then they're going to discontinue Deadpool entirely. There's no world in which the current Deadpool becomes part of the MCU. There are all sorts of timeline and continuity problems and Disney views the MCU as a family-friendly brand.

Certainly the Netflix Marvel series were exceptions, but I don't think we'll ever see a mainline MCU feature film with an R-rating.

 

[seascape]

Then they're going to discontinue Deadpool entirely. There's no world in which the current Deadpool becomes part of the MCU. There are all sorts of timeline and continuity problems and Disney views the MCU as a family-friendly brand.

Certainly the Netflix Marvel series were exceptions, but I don't think we'll ever see a mainline MCU feature film with an R-rating.

Iger has already said he saw no problem making R rated Marvel movies such as Deadpool as long as the marketing clearly showed the differences.

 

[ImperfectPixie]

Iger has already said he saw no problem making R rated Marvel movies such as Deadpool as long as the marketing clearly showed the differences.

That was my understanding too. And Deadpool is popular enough that they'll tone him down to PG-13 for the MCU films if they want to.

 

[CaptainAmerica]

Iger has already said he saw no problem making R rated Marvel movies such as Deadpool as long as the marketing clearly showed the differences.

Go back to my original post. I know they're going to continue making Deadpool, I was making a separate point in my response to @Crossfire. Those Deadpool movies will not be part of the MCU.

Deadpool 3 will be made and it will be R, but it won't be made by Feige and the team at Marvel Studios.

 

[seascape]

Where does it state Uni has to divulge plans to Disney because I highly doubt that ?

The contract with Marvel and HP clearly allows for complete audits of attendance, revenues and expenses. Any addition to either park and or construction of a new gate would have to be included in the audit. What specific rides no but any expense which means the have to disclose basic plans and the budgets. Plus both contracts call for the rides to be kept first class and so they both have to kept at highest level Universal has. I would expect the same language in the Simpsons contract.

 

[Cmdr_Crimson]

Email from Bob Iger to All Employees this morning!



I’m proud to announce the acquisition is complete and 21st Century Fox is now part of The Walt Disney Company. I’d like to welcome our new colleagues, and thank employees on both sides of the deal for your patience and perseverance as we worked through the lengthy acquisition and regulatory process.

As you know, Disney has never been short on ambition. We’ve never been satisfied with the status quo, and our vision for this transformative era is our boldest yet. We are rapidly transforming our company to take full advantage of evolving consumer trends and emerging technology in order to thrive in this new and exciting time.

Our acquisition of 21st Century Fox was driven by our strong belief that the addition of these great businesses, brands, franchises and talent will allow us to move faster, reach farther and aim higher – especially when it comes to building direct connections with consumers.

I wish I could tell you that the hardest part is behind us; that closing the deal was the finish line, rather than just the next milestone. What lies ahead is the challenging work of uniting our businesses to create a dynamic, global entertainment company with the content, the platforms, and the reach to deliver industry-defining experiences that will engage consumers around the world for generations to come.

We’ve spent the last year exploring the new opportunities and synergies generated by bringing our two legendary companies together. Leaders across both organizations have worked closely together to understand how to best unlock this potential and unleash innovation and creativity to generate long-term growth. We’re confident in our integration strategy and in our ability to execute it effectively; and we’re inspired and energized by the new possibilities.

Our integration process will be an evolution, with some businesses impacted more than others. We’ve made many critical decisions already, but some areas still require further evaluation. We may not have answers to all of your questions at this moment, but we understand how vital information is, and we’re committed to moving as quickly as possible to provide clarity regarding how your role may be impacted.

Having been on both sides of numerous acquisitions during my career, I have a deep appreciation for how this one impacts everyone involved, on both a personal and professional level. I understand the challenges, and I ask for your continued patience in the days to come as we combine this collection of great assets to create the world’s premier entertainment company.