The Walt Disney Company’s Acquisition of Twenty-First Century Fox, Inc., After Spinoff of Certain Businesses for $52.4 Billion in Stock


Goldman, Sachs & Co. is acting as the lead financial advisor to the Company and provided a bridge loan commitment of up to $9 billion to the new Fox. Centerview Partners and Deutsche Bank are also acting as financial advisors to the Company. Skadden, Arps, Slate, Meagher & Flom LLP, Hogan Lovells, and Simpson Thacher & Bartlett are acting as legal advisors to the Company.

The Walt Disney Company (NYSE: DIS) and Twenty-First Century Fox, Inc. (“21st Century Fox” —NASDAQ: FOXA, FOX) today announced that they have entered into a definitive agreement for Disney to acquire 21st Century Fox, including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses, for approximately $52.4 billion in stock (subject to adjustment). Building on Disney’s commitment to deliver the highest quality branded entertainment, the acquisition of these complementary assets would allow Disney to create more appealing content, build more direct relationships with consumers around the world and deliver a more compelling entertainment experience to consumers wherever and however they choose. Immediately prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders.

Under the terms of the agreement, shareholders of 21st Century Fox will receive 0.2745 Disney shares for each 21st Century Fox share they hold (subject to adjustment for certain tax liabilities as described below). The exchange ratio was set based on a 30-day volume weighted average price of Disney stock. Disney will also assume approximately $13.7 billion of net debt of 21st Century Fox. The acquisition price implies a total equity value of approximately $52.4 billion and a total transaction value of approximately $66.1 billion (in each case based on the stated exchange ratio assuming no adjustment) for the business to be acquired by Disney, which includes consolidated assets along with a number of equity investments.

The Skadden team includes: M&A partners Howard Ellin (Picture) and Brandon Van Dyke, and associates Thad Hartmann and Kyle Hatton; Tax partners Steven Matays and Gavin White; Antitrust and Competition partner Clifford Aronson; and Executive Compensation and Benefits partner Regina Olshan.

Involved fees earner: Howard Ellin – Skadden Arps Slate Meager & Flom; Brandon Van Dyke – Skadden Arps Slate Meager & Flom; Thad Hartmann – Skadden Arps Slate Meager & Flom; Kyle Hatton – Skadden Arps Slate Meager & Flom; Steven Matays – Skadden Arps Slate Meager & Flom; Gavin White – Skadden Arps Slate Meager & Flom; Clifford Aronson – Skadden Arps Slate Meager & Flom; Regina Olshan – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Twenty-First Century Fox, Inc.;

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Author: Ambrogio Visconti