Disney’s $71B Fox Acquisition Effective After Midnight

The Walt Disney Co. announced that its $71.3 billion purchase of 20th Century Fox Film Corp. officially goes into effect at 12:02 a.m. ET on March 20.

The deal includes 20th Century Fox, 20th Century Fox Home Entertainment, Fox Searchlight Pictures, Fox 2000 Pictures, Fox Family and Fox Animation; Fox’s television creative units, 20th Century Fox Television, FX Productions and Fox21; FX Networks; National Geographic Partners; Fox Networks Group International; Star India; and Fox’s interests in Hulu, Tata Sky and Endemol Shine Group.

As part of the deal, Disney has agreed to sell 21st Century Fox’s Regional Sports Networks.

Disney is also acquiring approximately $19.8 billion in cash and assuming approximately $19.2 billion of debt of 21st Century Fox in the acquisition. The deal price implies a total equity value of approximately $71 billion and a total transaction value of approximately $71 billion.

“This is an extraordinary and historic moment for us — one that will create significant long-term value for our company and our shareholders,” Disney CEO Bob Iger said in a statement. “Combining Disney’s and 21st Century Fox’s wealth of creative content and proven talent creates the preeminent global entertainment company, well positioned to lead in an incredibly dynamic and transformative era.”

 

 

Disney to Close 20th Century Fox Acquisition on March 20

The Walt Disney Co. March 12 said it expects to close its $71.3 billion acquisition of 20th Century Fox Film Corp. and related businesses on March 20.

In a filing, Disney said 21st Century Fox shareholders have until March 14 to decide how they wish to receive their share/cash-based compensation. Disney said it would calculate the amount of cash and/or shares of new Disney common stock to be distributed to each 21st Century Fox stockholder based on all valid elections received and in accordance with the merger agreement.

About half ($35.7 billion) of the acquisition price is in cash.

Consummation of the mega merger makes Disney the largest Hollywood studio, in addition to majority owner of Hulu and online TV subsidiary Hulu with Live TV.

In its most-recent fiscal period, 20th Century Fox Studios reported operating income of $193 million, a 47% increase over the $131 million reported in the previous-year quarter.

Quarterly segment revenue decreased 4% to $2.16 billion, from $2.24 billion, primarily reflecting lower home entertainment revenue at the film studio and lower syndication revenue at the television production studio.

Through half the fiscal year (ended Dec. 31, 2018), revenue dropped less than 6% at $3.97 billion, compared with $4.2 billion in the previous-year period.

Netflix’s Jennifer Gonsky Seeks New Opportunities at Fox Searchlight TV

Original television production is all the rage in Hollywood, especially at Netflix. The SVOD pioneer perhaps overstaffed with VPs mining for original episodic programming.

Jennifer Gonsky, director of global original series at Netflix, has left to join Fox Searchlight TV as head of business affairs — the 11-month-old episodic programming unit of Fox Searchlight Pictures. Gonsky spent 11 years at FX before joining Netflix in 2016.

Jennifer Gonsky

At Netflix Gonsky spearheaded original series “The Chronicles of Narnia,” “Ratched” and “The Politician,” among others.

“I am thrilled with the opportunity to join Fox Searchlight Television,” Gonsky said in a statement. “I’m excited to collaborate with this incredibly passionate team who are working to bring the same high-quality projects and dynamic storytelling that Searchlight Pictures is known for to television audiences.”

Gonsky reports to David Greenbaum and Matthew Greenfield, co-presidents of production for film and television at Fox Searchlight Pictures, in Los Angeles. The company will soon be part of Disney once regulatory approval of its $71.3 billion acquisition of 20th Century Fox Film Corp. is finalized.

 

Disney’s Janice Marinelli Upped to President, Global Content Sales and Distribution Following Fox Acquisition

Longtime Disney home entertainment executive Janice Marinelli has been promoted to president, global content sales and distribution as part of planned management changes following the media giant’s $71 billion acquisition of 20th Century Fox Film Corp.

Marinelli, who had been president of Disney/ABC Home Entertainment and Television Distribution, reports to Kevin Mayer, chairman of The Walt Disney Co.’s direct-to-consumer & international segment.

Separately, Rebecca Campbell, president, The Walt Disney Company EMEA,  continues in her position with added oversight of Russia and former satellite countries in the Soviet Union.

Jan Koeppen, president of Fox Networks Group Europe and Africa, will transition to president, television and direct-to-consumer, The Walt Disney Company EMEA.

Carlos Martinez, president, Fox Networks Group, Latin America, becomes EVP and GM, Media Networks, North and Brazil, The Walt Disney Company Latin America.

Marina Jigalova-Ozkan continues as managing director for Disney’s direct-to-consumer business, Russia and CIS.

Diego Lerner, president, The Walt Disney Company Latin America, continues in his position, while Uday Shankar, president, 21st Century Fox, Asia, and CEO of Star India, becomes chairman, Star and Disney India, and president, The Walt Disney Company Asia Pacific.

All report to Mayer.

“The planned restructuring of our business units outside of the U.S. will result in a stronger, more agile organization, one that is better able to pivot and capitalize on the many opportunities present in today’s fast-changing and increasingly complex global marketplace,” Mayer said in a statement. “Once the acquisition is complete, all three regions will be led by exceptional, highly experienced executives who will combine the ‘best of the best’ talent from both organizations. This new structure and the outstanding leadership team we’ve put in place are clear demonstrations of our strong commitment to integrating operations and thoughtfully executing our strategic priorities around the globe.”

Marinelli spoke a year ago at the Dec. 2017 Variety Hall of Fame awards dinner and ceremony, drawing solid applause when she advised her fellow home entertainment executives to “just keep swimming.”

The line, from the hit Disney film Finding Nemo, seemed to resonate with the several hundred execs in the room, many of whom have been contending with increasingly choppy seas for the better part of a decade.

Later, she doubled down on her beliefs in the home entertainment sector – including the physical disc – in an interview with Media Play News.

“Pysical consumption continues to be a vibrant, viable and top-performing line of business for us and it is also proving to be a very valuable resource in the transition to digital with e-copy redemption,” she said. “This year the in-home division broke and set new records with four bestselling physical titles in the top 10 to date including tentpoles Star Wars: Rogue OneMoanaGuardians of the Galaxy Vol. 2 and Beauty and the Beast.  As viewing habits and consumer consumption rapidly evolve, we continue to evaluate our offerings on a regular basis and what will best meet the needs and demands of our customers.  This year we vigorously expanded into the 4K Ultra HD Blu-ray premium format beginning with inaugural title Guardians of the Galaxy Vol. 2, which quickly rose to the top of the industry’s 4K physical sales chart.”

She also talked up digital ownership, with a nod to the then just-launched Movies Anywhere service for movies. “Consumer centricity was without a doubt a defining characteristic of 2017, which was most notably addressed by the launch of the multi-studio digital locker Movies Anywhere,” she said. “Movies Anywhere is a huge win for the consumer, providing them with more freedom, flexibility and utility and their digital library can now be viewed through a range of devices and digital retailers, anytime and anywhere. The strength of the studios and digital retailers that have come together at launch is unprecedented.”

Disney Has Big Plans for Hulu

Hulu may be losing millions in equity for its corporate parents, but that isn’t stopping The Walt Disney Co. from dreaming big going forward about the 11-year-old SVOD service and online TV platform.

Disney, which attributed $10 million in Q4 equity losses to higher programming, marketing and labor costs at Hulu, partially offset by growth in subscription (20+ million) and advertising revenue, will become majority (60%) owner of the SVOD when its acquisition of 20thCentury Fox Film Corp. is finalized.

Hulu’s other corporate owners include Comcast (30%) and WarnerMedia (10%).

Speaking Nov. 8 on the fiscal call, Disney CEO Bob Iger thinks Hulu’s sub growth, brand strength and user demographics portend an opportunity to increase investment in Hulu – especially on programming.

“With this [Fox] acquisition comes not only some great IP, but some excellent talent, particularly on the television side,” Iger said. “And we aim to use the television production capabilities of the combined company to fuel Hulu with a lot more original programming … [content] that we feel will enable Hulu to compete even more aggressively in the marketplace.”

Specifically, Iger cited Hulu’s younger user base – apparently 20 years younger than competitors Netflix and Amazon Prime Video – and penchant for off-network content.

“And that’s clearly attractive to advertisers, which I think has been somewhat underappreciated about Hulu in that it … can offer targeted ads,” Iger said.

Hulu’s base $7.99 subscription plan features ad-supported content, while the $11.99 plan is ad-free. Iger says the service – especially the $39.99 Hulu With Live TV – has some price elasticity of demand.

“I think there’s an opportunity to improve – or I should say increase our pricing there,” he said.

Notably, Iger envisions Hulu focusing on general and edgier entertainment (i.e. Fox’s “American Horror Story” and R-rated movies), with Disney+ catering to softer fare.

“We’ll leave the more family-oriented programming to the Disney+ app,” he said.

Fox Ups Q1 Hulu Equity Loss 84%

Twenty-First Century Fox Nov. 7 disclosed a first-quarter (ended Sept. 30) equity loss of $114 million regarding its 30% ownership stake in Hulu. The loss represented an 84% increase from an equity loss of $62 million during the previous-year period.

Hulu, which is co-owned by Disney, Comcast and WarnerMedia, continues to generate significant losses on paper to its corporate owners, who license hundreds of millions of dollars in content to the 20+ million subscriber over-the-top video service.

While Hulu is nominally losing several billion dollars per year, its “losses” essentially amount to the excess it pays to its four sponsors over the revenues it generates, according to Wedbush Securities media analyst Michael Pachter.

“If the four [corporate] sponsors find a way to grow Hulu’s subscriber base, it should be able to achieve breakeven, and it should manage to gain market share from Netflix,” Pachter wrote in a recent note.

The analyst expects content from Disney, Fox, Universal, and Warner to be largely unavailable to Netflix going forward, leaving the SVOD pioneer trying to buy content from Sony, Paramount, Lionsgate, MGM, and smaller studios.

“Ultimately, we expect Hulu to become a formidable competitor to Netflix, particularly should Disney and Warner Bros. layer their own streaming offerings as premium additions to a basic Hulu subscription,” Pachter wrote.

Meanwhile, 20thCentury Fox Film (which includes 20thCentury Fox Home Entertainment) reported operating income of $277 million, an 8% increase from the $256 million reported in the prior-year quarter. The increase reflected higher contributions from the television production studio led by higher SVOD licensing of animated product.

Quarterly revenue decreased 7% to $1.82 billion, primarily reflecting lower theatrical revenue from a lower volume and mix of films released in the current quarter partially offset by higher SVOD revenue at the television production studio.

“We continue to deliver against our growth plan even as we make important strides toward completing our Disney transaction and launching Fox in the first half of 2019,” executive chairmen Rupert Murdoch and his son Lachlan said in a statement.

Separately, Fox posted a $147 million equity gain from its 39% stake in British satellite TV operator Sky – up 34% from an equity gain of $110 million last year. Fox recently sold much of its Sky stake to Comcast.

Finally, the European Commission approved Disney’s acquisition of 20thCentury Fox provided it sells its stake in A&E channels (History, H2, Blaze, Lifetime, Crime + Investigation) distributed overseas.

“The commission’s decision is conditional upon full compliance with the commitments,” the EC said in a statement.

 

Comcast Tops Fox’s Bid for Sky as British Government Greenlights Murdoch’s Offer

NEWS ANALYSIS — As expected, Comcast Corp. increased its all-cash offer for British satellite TV operator Sky to $34 billion (£26 billion), or £14.75 per share, exceeding 21st Century Fox’s revised offer of £14 per share. Fox, which is controlled by Rupert Murdoch, currently owns 39% of Sky.

This came the day before the British government — after months of regulatory review — formally cleared Fox’s pursuit for remaining interest in Sky.

“It’s now a matter for Sky shareholders to decide whether to accept 21stCentury Fox’s bid,” Jeremy Wright, U.K. cultural and media secretary, said in a July 12 statement.

Which could be meaningless considering the third player (Disney) in this high-stakes media consolidation battle last month upped its bid for Fox to $71.3 billion (which includes Fox’s stake in Sky) after Comcast offered $65 billion — topping the Mickey Mouse’s company’s initial $52.4 billion acquisition amount.

Disney CEO Bob Iger has called Sky – with 23 million subscribers in the U.K., Germany and Italy, and a budding over-the-top video business – the “crown jewel” in the Fox deal.

Comcast claims its superior cash offer (Disney’s bid is cash and stock) has been recommended by an independent committee on Sky’s board of directors.

The company says it has the relevant regulatory approvals in the European Union, Austria, Germany, and Italy —  and expects to complete the acquisition before the end of October.

In a statement, the Philadelphia-based media giant said it has long admired Sky and believes the satellite operator is an outstanding company and a great fit with Comcast Cable.

“Today’s [July 11] announcement further underscores Comcast’s belief and its commitment to owning Sky,” said the company headed by cable veteran Brian Roberts.

Fox and Disney shareholders are slated to vote July 27 on the latter’s bid for 20th Century Fox Film, Sky and related assets. This gives Comcast about two weeks to up its Fox bid. Or does it?

BTIG Research senior analyst Rich Greenfield — in response to media scuttlebutt Comcast and Disney could stop the fiscal escalations with Comcast taking Sky and Disney opting for Fox’s assets — says such a move would be detrimental to both sides.

He said combining Disney and 20th Century Fox Film would dwarf Comcast-owned Universal Studios, while Disney abandoning Sky would give Comcast greater distribution.

“Why start a fight you do not want to finish?” Greenfield wrote in a blog note. “If Disney’s acquisition goal is adding 100% owned and controlled subscriber relationships, why go through all this effort and allow Comcast to own all of or at the very least control Sky?”

Fox Tops Comcast’s Sky Merger Offer

The “Sky” is apparently the limit for 21st Century Fox, which on July 11 upped its offer more than 30% for the British satellite TV operator to £14 per share — valuing the company at $32.5 billion. Fox, in late 2016, offered £10.75 per share of Sky stock (61%) it did not already own.

The bid represents an 82% premium on Sky’s £7.69 per share closing price the day before Fox’s initial bid. It also tops Comcast’s rival offer of £12.50 per share.

“As a founding member of Sky, we have remained deeply committed to bringing these two organizations together to create a world-class business positioned to deliver the very best entertainment experiences well into the future,” Fox said in a statement.

It’s a sentiment shared by The Walt Disney Co. and Comcast, which both have competing takeover bids for select Fox assets, including 2oth Century Fox Film and Sky.

Consolidation in the media world is in full swing following AT&T’s $85 billion acquisition of Time Warner as companies grapple with over-the-top video and subscription streaming video behemoths Netflix and Amazon Prime Video.

Disney last month upped its offer for Fox to $71.3 billion after Comcast bid $65 billion — topping Disney’s initial $52.4 billion acquisition amount.

Federal regulators last month approved Disney’s bid after the Mickey Mouse company agreed to divest 22 regional Fox Sports networks. Across the pond, the U.K. Secretary of State is expected rule on the Fox/Sky deal by July 12.

Regardless, Sky shares closed July 10 at £15.01 per share suggesting the sky is indeed the limit for shareholders convinced the bidding war will continue.

Disney, Fox Shareholders to Vote on Merger July 27

The day after The Justice Department June 27 approved The Walt Disney Co.’s $71.3 billion cash/stock acquisition of 20th Century Fox Film (which includes British satellite TV operator Sky Plc.) both Disney and 21st Century Fox announced their respective shareholders will vote July 27 on the mega-merger.

Both companies canceled previously-slated July 10 shareholder votes after Comcast submitted a rival $65 billion all cash offer that trumped Disney’s initial $52.4 billion bid.

The new vote date gives the corporate parent of Comcast Cable, NBC Universal and DreamWorks Animation less than a month to secure a new bid.

Media reports suggest Comcast – whose cable operations are under threat from over-the-top video services such as Netflix and Amazon Prime Video and needs Fox content – will counter.

“We believe another counteroffer from Comcast for Fox is likely,” John Hodulik, analyst with UBS, told Deadline.com.

Moody’s Investor Service reportedly said Comcast’s current offer would push the company’s debt load to more than $170 billion.

While corporate debt is relative, both Fox and Disney contended their deal would pass regulatory muster more easily than Comcast’s. And apparently it did.

While the antitrust unit of the Department of Justice entered into a consent decree with Disney and 21st Century Fox that allows the acquisition to proceed – mandating the sale of the Fox Sports Regional Networks as a requirement – it has made no ruling on Comcast’s offer.

Regardless, Disney has at least 90 days from the date of closing the transaction to complete the sale, with the possibility that the DOJ can grant extensions of time up to another 90 days. The decree is subject to the normal court approval process.

But first, shareholders have to vote.

 

RLJ Entertainment Ups Q1 Loss

Independent distributor RLJ Entertainment May 10 reported a first-quarter net loss of $6.5 million, compared with a net loss of $6.1 million during the previous-year period. Revenue increased 34% to $18.5 million, from $13.8 million a year ago.

RLJE, which includes Image Entertainment, Agatha Christie Ltd., RLJ Entertainment Ltd., and Acorn Productions Ltd., attributed the higher loss to non-cash warrant expense driven by the appreciation of the company’s stock price.

RLJE said increase in revenue was primarily driven by the over-the-top video business.

The digital channels unit, which includes Acorn TV and Urban Movie Channel (UMC), saw the collective subscriber base increase 44% to more than 750,000 members, from 520,000 in the previous-year period. Segment revenue increased 45% to $8.7 million from $6 million last year.

“Our increased investments in unique and original content, expanded consumer awareness and broader distribution resulted in a strong first quarter,” CEO Miguel Penella said in a statement.

Meanwhile, the wholesale distribution segment, which includes packaged media, saw revenue increase nearly 25% year-over-year – driven by digital distribution.

“Digital sales led … as we continue to transform the business from physical to digital [content],” Penella said.

Equity earnings from Agatha Christie Limited increased 42% to $800,000 — driven by film and publishing business segments. RLJE owns 64% of the company that manages Christie’s literary works, including more than 80 novels and short stories, 19 plays, and 40 TV movies, featuring characters Hercule Poirot and Miss Marble.

In 2013, RLJE licensed theatrical, home entertainment rights to Murder on the Orient Express to 20th Century Fox Film Corp. Fox released a remake last December, starring and directed by Kenneth Branagh, that generated $351 million at the global box office. Fox released the title into retail channels Feb. 27.

As previously reported, CFO Nazir Rostom is leaving May 11 after two years with the company.