Disney Buying Most of 21st Century Fox for $52.4 Billion

Disney is buying a huge chunk of 21st Century Fox in a deal that promises to reshape the media industry and help the entertainment giant fend off digital rivals such as Netflix.

The $52.4 billion deal will combine two of the biggest players in Hollywood.

The sale represents a remarkable turn in the career of octogenarian mogul Rupert Murdoch, who is cashing out after building a major media empire. For its part, Disney is adding even more prime entertainment assets to an already swollen portfolio as it battles upstart streaming services that have undercut the traditional cable subscription model.

In addition to 21st Century Fox’s movie studio and regional sports networks, Disney is buying cable channels FX and National Geographic. Disney will also get Fox’s stakes in Hulu and European pay-TV provider Sky.

Prior to the deal closing, 21st Century Fox will separate the Fox broadcasting network, Fox News Channel, Fox Business Network, and some national sports networks into a new company that will be spun off to its shareholders. The remaining properties would ideally in the coming years merge with News Corp., from which they split in 2013, Murdoch said on Fox Business Thursday morning.

Disney, which counts ESPN among its crown jewels, has suffered as consumers switch off their TVs and spend more hours watching streaming services such as Netflix that are distributed directly to consumers.

The deal allows Disney to expand its content, especially for streaming services. In addition to a majority stake in Hulu that it will have once the deal closes, Disney is preparing to launch two separate streaming services, one for sports and another focusing on entertainment. And it is pulling its content from Netflix in preparation for the launch. Adding Fox’s television and movie studios and the content they own means adding to the stable of must-watch content it can offer directly to consumers — and that streaming competitors can not.

There are also important international assets involved. Fox is in the midst of a lengthy regulatory review in the United Kingdom to take over the rest of the satellite broadcaster Sky it does not already own. In the announcement, Disney and Fox said “21st Century Fox remains fully committed to completing the current Sky offer and anticipates that, subject to the necessary regulatory consents, the transaction will close by June 30, 2018.” Disney would then assume full ownership of Sky as long as Fox’s transaction is completed before Disney’s.

If the deal doesn’t close, then Disney will retain Fox’s current 39 percent stake of Sky “and we imagine they’ll make their own bid for the rest of it,” Murdoch said on Fox Business on Thursday.

The deal will needs to undergo regulatory review and will likely take at least a year to close. The Justice Department, which last month sued to block AT&T’s purchase of CNN parent company Time Warner, will consider to what extent the new company could dominate the market, using its increased leverage to force cable companies and distributors to pay higher rates to carry Disney and Fox content.

News of a possible deal first came to light in early November when CNBC reported that Disney had approached 21 Century Fox about a deal to acquire the movie and television assets. That led to other companies, like Comcast, to explore an acquisition as well. But on Monday Comcast said in statements to media outlets that it “never got the level of engagement needed to make a definitive offer” and was withdrawing from the discussions.

As the two companies work to complete the deal and Disney works to integrate its new assets, Bob Iger, who had been expected to retire, will remain as chairman and CEO of Disney through 2021.

Speaking on Fox Business Thursday morning, Murdoch said he made it a condition of the deal that Iger would stay on.

“The acquisition of this stellar collection of businesses from 21st Century Fox reflects the increasing consumer demand for a rich diversity of entertainment experiences that are more compelling, accessible and convenient than ever before,” Iger said in a statement. “We’re honored and grateful that Rupert Murdoch has entrusted us with the future of businesses he spent a lifetime building.”

There had been some reporting that Murdoch’s son James, currently CEO of 21st Century Fox, would move over to Disney in a high level role and as a possible successor to Iger. But in a conference call with investors on Thursday morning, Iger said there are no immediate plans for James Murdoch.

“James and I have had a lot of conversations about the future of these companies,” Iger said. “He will be integral to helping us integrate these companies over the next number of months and during that period of time we will continue to discuss whether there is a role for him here or not.”

In a statement of his own, Murdoch 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.”

From CNN Money

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Bob Iger Could Stay at Disney Beyond 2019 if 21st Century Fox Deal Happens

Walt Disney has already delayed the departure of longtime chairman and CEO Bob Iger a few times. But if a much-hyped (and, currently, only rumored) acquisition of 21st Century Fox actually does happen, then Iger reportedly could extend his tenure beyond his currently planned July 2019 retirement date.

The Wall Street Journal reported on Wednesday that Disney’s board is likely to extend Iger’s contract once more if the company’s reported negotiations to buy a large chunk of Fox’s entertainment assets do, in fact, result in a deal. Rumors that Disney may be talking to Fox about acquiring most of the latter’s movie and cable TV assets, including its valuable regional sports networks, first popped up in early November. Now, reports peg the value of a potential deal at anywhere from $40 billion to $60 billion, based on anonymous sources, with the companies possibly set to reach a final agreement as soon as next week.

In March, Disney’s board officially extended Iger’s contract until July 2019, marking the third (at that time) postponement of his planned retirement from the company. The chief executive, who took the reins at Disney in 2005, had most recently been set to retire in the summer of 2018. The main reason for Iger sticking around has been Disney’s inability to name an heir apparent, though Fox’s James Murdoch is now being floated as a potential successor if the deal is finalized.

Disney is coming off a recent fourth quarter that fell short of Wall Street’s earnings expectations, marked by the continuing struggles of the company’s television unit. Meanwhile, the company is looking to mount a huge challenge on the streaming front, with plans to launch two standalone streaming services—one dedicated to live sports and another for movies and TV—over the next two years. So, it’s possible that Disney would prefer for Iger to stick around a bit longer to oversee the aftermath of a potential megadeal and the packaging of Fox’s vast entertainment assets with Disney’s for the two streaming services.

From Fortune

21st Century Fox Holding Talks to Sell Most of the Company to Disney According to Sources


21st Century Fox has been holding talks to sell most of the company to Walt Disney Co., leaving behind a media company tightly focused on news and sports, according to people familiar with the situation.

The talks have taken place over the last few weeks and there is no certainty they will lead to a deal. The two sides are not currently talking at this very moment, but given the on again, off again nature of the talks, they could be revisited.

For Fox, the willingness to engage in sale talks with Disney stems from a growing belief among its senior management that scale in media is of immediate importance and there is not a path to gain that scale in entertainment through acquisition. The company is said to believe that a more tightly focused group of properties around news and sports could compete more effectively in the current marketplace.

The media landscape has changed considerably in recent years with giants such as Facebook, Google (Alphabet), Amazon and Netflix changing the way people consume media and dominating the digital distribution of digital video content. Being able to compete in that changing landscape, many people believe, requires scale that a Disney has, but 21st Century Fox does not.

For Disney, the opportunity to take control of another movie studio and significant TV production assets as it readies a direct-to-consumer entertainment streaming offering is attractive as is Fox’s significant exposure to international markets, such as the U.K., Germany and Italy — both through its networks and 39 percent ownership of Sky. Disney recently announced it will pull all of its movies from the Netflix platform and will establish two direct-to-consumer offerings: one for sports and one including its key franchises such as “Star Wars” and Marvel.

Disney would not purchase all of Fox, according to people with knowledge of the talks.

From CNBC

Disney Plans to Produce Original Content for New Streaming Service

Everybody is getting into the streaming business. Not content to sit back and let Netflix have all the fun, Disney is getting ready to launch their own streaming service. And just like Netflix, they now plan to create their own original movies and TV shows. Get the details on the Disney streaming service below.

Breaking up can be hard. The seemingly tranquil relationship between Disney and Netflix is nearing its end, and we’re all about to become children of this divorce, pulled in two directions by our streaming parents. In August, Disney CEO Bob Iger announced that Disney would be forming their own streaming service, and promptly pulling their content off of streaming platforms like Netflix. Iger called the move “a strategic shift in the way we distribute our content,” although later he walked things back slightly and said that while Disney’s own films were definitely expected to move to their new streaming service, the fate of Star Wars and Marvel films was still being determined. That changed rather quickly, however, when Iger later confirmed that Marvel and Star Wars titles would move as well.

Now Iger is doubling-down on the Disney streaming service, giving more details as to why Disney is making the move (via Heroic Hollywood):

“[W]hat we’re doing is we’re taking product out there direct-to-consumers, a sports product in 2018 and a Disney-branded product in 2019. And we’re doing that because we experienced and see a huge disruption in the media business. It doesn’t take a genius, I think, to conclude that the media business today doesn’t look anything like the media business even five years ago. At some point, we felt it would be necessary for us to not only be disruptive but to disrupt our business ourselves. The decision to do that came when we felt we were no longer seeing a speedbump of disruption, which is basically something that occurs, changes things a bit and we react to it. What we were seeing instead was real, profound and permanent change.”

And that’s not all. Just as Netflix has grown their brand by producing their own TV shows and movies, so shall the Disney streaming service. Per Iger:

“We’ll make original films for the platform, probably about five a year. Those will be made specifically for the platform. And we’ll do the same for television. We’ll make original TV series; we’ll take Disney Channel series and move them eventually to this platform. And we’ll also fill it in with shorts and other library product. So it’ll have thousands of hours of Disney, Marvel, Pixar and Star Wars-branded product on it.”

Iger claims the streaming service will produce at least five new films per year, along with original series. The Disney streaming service is expected to go live some time in 2019, which gives Netflix plenty of time to send a really nice Edible Arrangement to the Disney offices with a card begging them not to go.

From SlashFilm

Disney CEO Bob Iger Says He’s Stepping Down in 2019, and This Time He Means It

Walt Disney Co. Chief Executive Bob Iger is finally planning his exit from the company.

Speaking at Vanity Fair’s New Establishment Summit on Tuesday, Iger said that he plans to actually step down as CEO of Disney in mid 2019.

“This time I mean it,” Iger said during the summit. “It’s time.”

There has been speculation that the Disney  chief might consider a political career following his departure, but when asked about it he said, “let’s not go there,” according to Variety.

Earlier this year Disney’s board of directors extended Iger’s contract through July 2, 2019. That move came after the man widely expected to succeed him, former Chief Operating Officer Tom Skaggs, left the company after it became clear he would not get the job.

Iger had planned to step down in 2018, but only after an earlier planned exit in 2016 was pushed back. It’s unclear if the company has a suitable internal candidate as successor or will have to look outside.

 

 

Disney’s Iger Says Shanghai Resort Close to Breaking Even

Walt Disney Co.’s ambitious $5.5 billion Shanghai theme park is close to breaking even after its first full year of operations — a mark none of its resorts have been able to hit in the last 30 years, said Chief Executive Officer Bob Iger.

“That’s an extraordinary achievement. I’m not sure we’ve ever done that,” said Iger in an interview with Bloomberg Television’s Tom Mackenzie on Friday as the Shanghai Disney Resort celebrated its first anniversary. “After the first year, I’m pleased to say that prospects are really strong for continued success and continued growth.”

The park logged more than 11 million visitors earlier this week, Iger said. The Shanghai development, Disney’s first in mainland China and its largest foreign investment, throws the Burbank, California-based giant into the race to dominate the country’s $204 billion media and entertainment industry.

In China, there’s potential for Disney to build a second park in the long run, Iger said, adding it would focus on the Shanghai resort first. A Toy Story themed land opening is planned for next year.

“Before we really look to the horizon geographically, we will focus on expanding this park,” Iger said. “Might we build in another city over time? Yes. There’s a great likelihood that we will. But it’s way too early.”

Disney’s shares rose 0.3 percent to $106.34 as of 9:30 in New York trading.

Half the resort’s visitors are from Shanghai and adjacent areas, with the remainder coming from other Chinese cities, Iger said. Park attendance is higher than expected, with “extremely high” occupancy rates at its hotel. The food and beverage business, as well as merchandising, has faced some challenges, he said.

The resort’s attendance for the 12 months after its opening puts it in the top seven of theme parks worldwide, ahead of Disney’s Hong Kong and Paris parks but behind its most popular parks in Florida, California and Japan.

From Bloomberg

Bob Iger Says No to Virtual Reality Headsets at Disney parks, Aims for Augmented Reality Instead

Walt Disney Co.’s chief executive has no interest in having theme park visitors strap on virtual reality headsets that block out their view and place them inside a digital world.

Smaller rivals, including Knott’s Berry Farm, SeaWorld and Six Flags, have turned to such virtual reality experiences as an affordable way to spice up rides, but Disney CEO Bob Iger said reality-destroying headsets would be “ersatz” at his stable of parks. He’s ordered his team not to even think about it.

Iger, speaking at a USC event in Santa Monica on Thursday, instead talked up the possibility of launching high-tech augmented reality attractions. Those will still probably involve headgear, but the devices will blend the real and digital worlds.

Iger noted he spends each Tuesday afternoon at a Disney engineering lab sporting a head-worn device that enables him to hold a light-saber and duel with a stormtrooper.

He could be referring to a partnership with augmented reality device maker Magic Leap. Iger expressed hope the gadget would get lighter and more comfortable someday.

He didn’t shed more details. But it’s possible that game would contrast with virtual reality rides at other theme parks because people would be on a large set and moving around other people, as opposed to standing in place and only seeing computer projections. Disneyland currently offers a popular Jedi Training Academy in Tomorrowland, with live characters who pretend to fight light-saber-wielding children visiting the park.

“What we create is an experience that is real,” Iger said. “When you walk into Cars Land, you feel you’re in Radiator Springs because of what we’ve built — not only the attention to the detail, but the scale.”

Iger described how Disney spent considerable time and money ensuring robots cast as “Avatar” characters would have vibrant facial expressions at an attraction opening in May at its Orlando theme park,

This “will have expressions you will not believe in terms of how Na’vi-like they are,” he said, referring to the human-like alien race in the film franchise.

Theme park experts had already speculated that virtual reality headsets would be unlikely at Disneyland. “Theme park purists don’t like” them, Martin Lewison, a business management professor at Farmingdale State College, said last year. “They’d much rather go on a $250-million ride at Disneyland than throw a mask strapped to a Samsung smartphone over my eyes.”

Iger also shed some insight into the upcoming “Star Wars” attraction at Disney parks in Anaheim and Orlando. One ride is expected to let visitors joyride in the cockpit of Han Solo’s spaceship, Millennium Falcon.

“It’s pretty good, real good,” Iger said of test rides he’s done in a simulator.

From The Los Angeles Times

Disney Extends CEO Bob Iger’s Contract to 2019

The Walt Disney Co. said Thursday that Bob Iger is extending his tenure as CEO again.

Set to retire from the entertainment giant in June 2018, Iger has now re-upped his contract until July 2, 2019 amid concerns among industry observers that there is no heir apparent within the company’s executive ranks.

“Leading this great company is a tremendous privilege, and I am honored to have been asked to continue serving as CEO through July 2, 2019,” Mr. Iger said in a statement. “Even with the incredible success the company has achieved, I am confident that Disney’s best days are still ahead, and I look forward to continuing to build on our proven strategy for growth while working with the Board to identify a successor as CEO and ensure a successful transition.”

The terms of his employment agreement “remain unchanged,” except for certain provisions, Disney said in a regulatory filing. His annual compensation for the extended employment period “will be determined on the same basis as his annual compensation for fiscal 2016.”

If Iger remains until July 2, 2019, he will receive a cash bonus of $5 million “in addition to an award for fiscal 2019 under the company’s management incentive bonus program,” it said. “Following the termination of his employment at the expiration date, to enable the company to have access to Mr. Iger’s unique skills, knowledge and experience with regard to the media and entertainment business, Mr. Iger will serve as a consultant to the company for a period of three years.”

He will the provide “assistance, up to certain specified monthly and annual maximum time commitments, on such matters as his successor as chief executive officer may request from time to time.”

For his consulting services, Iger will receive a quarterly fee of $500,000 for each of the first eight quarters and $250,000 for each of the last four quarters of the consulting period. “For the three years following termination of employment, the company will also provide Mr. Iger with the same security services (other than the personal use of a company provided aircraft) as it has made available to him as chief executive officer,” the filing said.

Former Disney COO Tom Staggs was considered Iger’s likely successor until his abrupt departure last spring. At the time of Staggs’ exit, the Disney board vowed to “broaden the scope of its succession-planning process to identify and evaluate a robust slate of candidates.” It has since been mum about its succession planning. At the time, industry observers mentioned Facebook COO and Disney board member Sheryl Sandberg as a possible candidate.

Disney’s stock as of 11:10 a.m. ET was up 0.7 percent at $112.88, near its 52-week high of $113.16.

“Given Bob Iger’s outstanding leadership, his record of success in a changing media landscape, and his clear strategic vision for Disney’s future, it is obvious that the Company and its shareholders will be best served by his continued leadership as the Board conducts the robust process of identifying a successor and ensuring a smooth transition,” said Orin C. Smith, independent lead director of the Disney Board.

Otherwise, experts cited industry executives who all seemed happy in their respective jobs, such as NBCUniversal CEO Steve Burke. Under the leadership of Iger, who turned 66 on Feb. 10, Disney has done well. The company has said that total shareholder return during his tenure has been nearly twice that of other entertainment conglomerates.

Iger’s latest extension marks a change of mind for the executive. He originally planned to step down as Disney CEO in 2015 after running the company for a decade. But he extended and then did so again a year later.

Back then, he said about his plans to depart in mid-2018, “I really mean it.” Succession at Disney seems a perpetually thorny going back decades when Jeffrey Katzenberg and Michael Ovitz each jockeyed to take over from Michael Eisner. When Eisner finally stepped down in 2005 it was under such strenuous conditions that even Roy E. Disney, the founder’s nephew, was publicly attacking him.

From The Hollywood Reporter

Disney Increases Stake in Disneyland Paris, Offers to Buy Rest

Walt Disney Co. plans to take full ownership of its ailing theme park in Paris to get the resort under control after 25 years of ups and downs at its first and only outlet in Europe.

Disney is acquiring a 9 percent stake in Euro Disney SCA from Saudi Prince Alwaleed Bin Talal’s Kingdom Holding Co. for 2 euros ($2.13) a share, payable in Disney stock. That will give it an 85.7 percent holding, and it’s offering the same price in cash for the rest, according to a statement Friday. The offer is 67 percent higher than Euro Disney’s closing price Thursday.

Chief Executive Officer Bob Iger is doubling down on the troubled resort, which has already been bailed out by Disney more than once. Hurt by sputtering European economies in recent years, the park’s finances were further hit by the 2015 Paris terrorist attacks and challenging business conditions that continued through 2016.

Disney said it will support Euro Disney’s recapitalization of as much as 1.5 billion euros. That follows a 2014 rescue package, when the resort was pledged at least 1 billion euros over 10 years to add attractions and spruce up grounds.

The new plan “affords maximum flexibility to shareholders, addresses the group’s financial needs and reflects its ongoing support for the long-term success of Disneyland Paris,” Disney said.

Shares of Euro Disney jumped 66 percent to 1.99 euros at 3:37 p.m. in Paris, giving the company a market value of 1.56 billion euros. Disney added 0.2 percent to $109.66 in New York Friday for a market value of $173 billion.

The investment marks a deeper commitment by Disney to its global theme-parks business. The entertainment giant opened a $5.5 billion resort in Shanghai last June that drew 4 million guests in its first four months, and is creating new attractions based on hit films. Disney is building “Star Wars”-themed lands at its parks in Orlando and Anaheim, California, and is also on schedule to open an “Avatar” attraction at its Animal Kingdom park in Florida in May.

This week, Disney reported a 13 percent gain in theme-park profit to $1.11 billion, buoyed by higher spending at the domestic and international parks, including a Shanghai resort, which opened in June. Profit at the theme-park division topped earnings from businesses including the cable-TV unit, home to ESPN and the Disney Channel, and its film arm.

The Paris resort’s history includes several financing maneuvers as it has struggled to match the popularity of Disney’s U.S. theme parks. In 2012, Euro Disney consolidated debt from a number of banks into a loan from the Disney company. Prince Alwaleed bought a 10 percent stake in Euro Disney in a refinancing in 1994, two years after its opening.

Euro Disney’s board has expressed its support for Disney’s plan. The board’s audit committee, comprised of independent members, is recommending an expert to deliver a fairness opinion about the offer.

From Bloomberg

5 Theories on Thomas Staggs’ Abrupt Departure

An awkward pall hung over the April 4 premiere of Disney’s The Jungle Book reboot. Hours before CEO Bob Iger, 65, walked the red carpet in Hollywood, the company had revealed that his heir apparent, COO Thomas Staggs, 55, will step down. The move, which left many at the premiere shocked, threw a carefully choreographed succession plan into disarray as Iger’s contract expires in June 2018. Disney isn’t talking, but insiders and observers have theories.

Here are five:

1. Sheryl Sandberg wants the job

The Facebook COO has served on Disney’s board since 2009 and, according to some, has made it known she would like a CEO position that likely never will become available at Mark Zuckerberg’s company. While Sandberg, 46, lacks traditional Hollywood experience, she is savvy in digital media, which could be crucial as Disney faces a declining cable business.

2. Staggs lost the board

Some insiders say Disney board members ultimately believed Staggs, who came from the company’s parks division, lacks the creative experience in TV or film needed as CEO. “This would speak to the Disney board’s view of the importance of these businesses,” says Macquarie Group analyst Tim Nollen.

3. There’s an internal candidate

Many have focused on the possibility that Disney will look outside the company for a new leader (Chase Carey? Steve Burke?). But there are internal contenders, too. Bob Chapek, 57, who replaced Staggs atop the parks unit and once ran consumer products, is considered an Iger favorite, as is Ben Sherwood, promoted in 2015 from running ABC News to co-chairman of Disney Media Networks. Sherwood, 52, certainly has creative experience.

4. Staggs took the fall for Iger’s frustration

Running parks from 2010 to 2015, Staggs was the primary executive on Disney’s Shanghai resort, one of Iger’s key legacies. Disney and its China partners had planned to open the $5.5 billion park by the end of 2015, but they pushed it to June, when portions reportedly still will be unfinished. In addition, Disney’s parks division was the source of a major PR flap when it allegedly laid off 250 tech workers at its Orlando resorts in 2015 and replaced them with foreign workers using H-1B visas. Some of those laid off are suing, which is said to have enraged Iger.

5. Iger just wants to stay

It could be that simple. Iger’s post-Disney plan was set to include helping build an NFL stadium in Southern California for both the Raiders and Chargers, and he’d have an ownership stake in one. But the NFL rejected the proposal in favor of a rival plan, leaving Iger with one fewer option after he’s through running Disney.

From The Hollywood Reporter