Sinclair Broadcast Group to acquire 21 regional sports networks from Disney for $10.6 Billion

Sinclair Broadcast GroupSinclair Broadcast Group and The Walt Disney Company have entered into a definitive agreement under which Sinclair will acquire the equity interests in 21 Regional Sports Networks and Fox College Sports, which were acquired by Disney in its acquisition of Twenty-First Century Fox, Inc.. The transaction ascribes a total enterprise value to the RSNs equal to $10.6 billion, reflecting a purchase price of $9.6 billion, after adjusting walt disney companyfor minority equity interests. Completion of the transaction is subject to customary closing conditions, including the approval of the U.S. Department of Justice.

The RSN portfolio, which excludes the YES Network, is the largest collection of RSNs in the marketplace today, with an extensive footprint that includes exclusive local rights to 42 professional teams consisting of 14 Major League Baseball teams, 16 National Basketball Association teams, and 12 National Hockey League teams. In 2018, the RSN portfolio delivered a combined $3.8 billion in revenue across 74 million subscribers.

The RSNs will be acquired via a newly formed indirect wholly-owned subsidiary of Sinclair, Diamond Sports Group LLC. Byron Allen has agreed to become an equity and content partner in a newly formed indirect wholly-owned subsidiary of Sinclair and an indirect parent of Diamond. Mr. Allen, who bought The Weather Channel in 2018, is the Founder, Chairman, and Chief Executive Officer of Entertainment Studios, a global media, content and technology company.

Sinclair expects to capitalize Diamond with $1.4 billion in cash equity, comprised of a combination of approximately $0.7 billion of cash on hand and a contribution of $0.7 billion in the form of new fully committed debt at Sinclair Television Group, Inc. In addition, the purchase price will be funded with $1.0 billion of fully committed privately-placed preferred equity of a newly-formed indirect wholly-owned subsidiary of Sinclair and direct parent of RSN Holding Company. The remainder of the purchase price is being funded by $8.2 billion of fully committed secured and unsecured debt incurred by Diamond. The transaction will be treated as an asset sale for tax purposes, with Sinclair receiving a full step-up in basis.

The transaction has been unanimously approved by the Board of Directors of both Sinclair and Disney.

Chris Ripley, President and CEO of Sinclair, said, “This is a very exciting transaction for Sinclair to be able to acquire highly complementary assets. While consumer viewing habits have shifted, the tradition of watching live sports and news remains ingrained in our culture. As one of the largest local news producers in the country and an experienced producer of sports content, we are ideally positioned to transfer our skills to deliver and expand our focus on greater premium sports programming.”

“The transaction is expected to be highly accretive to free cash flow and brings consolidated net leverage to 4.7x and 5.1x through the preferred financing. This acquisition is an extraordinary opportunity to diversify Sinclair’s content sources and revenue streams with high-quality assets that are driving live viewing. We also see this as an opportunity to realize cross-promotional collaboration, and synergistic benefits related to programming and production.”

USA, Baltimore & Burbank, CA & Hunt Valley, MD

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Update: Department of Justice approves Disney bid for Fox

walt disney companyThe Department of Justice has approved the Walt Disney Company’s $71 billion bid for the entertainment assets of 21st Century Fox. The government’s approval was filed in federal court on the condition that Disney, which already owns ESPN, divest all of Fox’s 22 regional sports networks, which include valuable channels like the Yankees’ YES network.

“Today’s settlement will ensure that sports programming competition is preserved in the local markets where Disney and Fox compete for cable and satellite distribution,” Makan Delrahim, the head the Justice Department’s antitrust division, said in a statement.

USA, Burbank, CA & New York, NY

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Disney increases its bid for Fox to $71.3BN

walt disney companyThe Walt Disney Company has upped its bid to acquire 21st Century Fox by 35 % to $71.3 billion, following a rival bid from the Comcast Corporation last week for $65bn (£48.6bn) in cash.

Disney has also moved from of an all-stock deal for Fox, owner of assets including X-Men film studio 20th Century Fox, and a 39% stake in Sky, to a 50/50 mix of cash and shares.

USA, Burbank, CA & New York, NY

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Walt Disney set to acquire 21st Century Fox businesses for $52.4BN

walt disney companyThe Walt Disney Company has entered into an agreement 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.

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.

Combining with Disney are 21st Century Fox’s film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures and Fox 2000, and its storied television creative units, Twentieth Century Fox Television, FX Productions and Fox21. Disney will also acquire FX Networks, National Geographic Partners, Fox Sports Regional Networks, Fox Networks Group International, Star India and Fox’s interests in Hulu, Sky plc, Tata Sky and Endemol Shine Group.

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. 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 for the business to be acquired by Disney, which includes consolidated assets along with a number of equity investments.

The acquisition is expected to yield at least $2 billion in cost savings from efficiencies realized through the combination of businesses, and to be accretive to earnings before the impact of purchase accounting for the second fiscal year after the close of the transaction.

Robert A. Iger, Chairman and Chief Executive Officer of The Walt Disney Company, said, “We’re excited about this extraordinary opportunity to significantly increase our portfolio of well-loved franchises and branded content to greatly enhance our growing direct-to-consumer offerings. The deal will also substantially expand our international reach, allowing us to offer world-class storytelling and innovative distribution platforms to more consumers in key markets around the world.” Mr. Iger will continue as Chairman and Chief Executive Officer of The Walt Disney Company until the end of 2021.

USA, Burbank, CA & New York, NY

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21st Century Fox completes acquisition of true[X]

21CF21st Century Fox has completed the acquisition of true[X] media, a video advertising company that specialises in consumer engagement and on-demand marketing campaigns. The parties announced a preliminary agreement in December 2014. The terms of the transaction were not disclosed.

Previous reporting – 21st Century Fox to Acquire true[X] Posted on December 17, 2014true[x] media

USA, New York, NY

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Star India to acquire Hyderabad-based Maa Television Network

starStar India, a fully owned subsidiary of Rupert Murdoch’s 21st Century Fox, is to acquire Hyderabad-based Maa Television Network and its four channels in a deal valued at Rs 2,400 crore.

The money will go to N Prasad, Chiranjeevi (politician), A Nagarjuna Rao (film star) and other co-promoters of Maa TV. The 100 per cent buyout is subject to performance targets set for March 2015. Assuming it goes through, the deal adds an estimated Rs 300 crore to Star India’s top line and about Rs 100 crore to its bottom line.

Star will gain Telugu language channels: MAA Gold, MAA Music, MAA Cinema and MAA General Entertainment.

The deal is expected to close in three to four months time.

India, Mumbai & Hyderabad

 

21st Century Fox to Acquire true[X]

21CF21st Century Fox is to acquire true[X] media, a video advertising company that specializes in consumer engagement and on-demand marketing campaigns. The terms of the deal were not disclosed.

true[x] mediaFounded in 2007, with headquarters in Los Angeles and New York, and offices in Chicago, San Francisco, Atlanta, and Detroit, true[x] offers online publishers and advertisers a marketing platform for premium content in digital and on-demand environments. The Company’s client list includes Microsoft, Visa, Apple, Disney, Coca-Cola, Kia, Kraft, Macys, Nestle, and Procter & Gamble. Following the acquisition, true[X] will remain a stand-alone business.

“The connections between brands and consumers have continued to evolve within digital video environments, and true[x] is at the center of this vital area of innovation,” said James Murdoch, Co-COO of 21st Century Fox. “We’re thrilled at the opportunity to have true[x]’s talented team work with us as we set out together to create new experiences in what we believe is a very exciting time in digital video.”

USA, New York, NY

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