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» Film-Tech Forum   » Operations   » Ground Level   » A Disney Deal for Fox Is Coming Within Days

Author Topic: A Disney Deal for Fox Is Coming Within Days
Bobby Henderson
"Ask me about Trajan."

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From: Lawton, OK, USA
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 - posted 12-11-2017 04:09 PM      Profile for Bobby Henderson   Email Bobby Henderson   Send New Private Message       Edit/Delete Post 
On the heels of a possible AT&T and Time-Warner merger comes a possible Disney buyout of Fox.

Bloomberg News Article

quote: David Hellier and Anousha Sakoui, Bloomberg

Walt Disney Co. may announce a deal as soon as this week to acquire a large piece of 21st Century Fox Inc., according to a person familiar with the matter, transferring legendary Hollywood properties to new owners.

A trust belonging to Executive Chairman Rupert Murdoch and his family would end up with a small stake in Disney in the transaction, said the person, who asked not to be identified because the discussions are private. Disney would acquire Fox’s movie and TV studio, networks including FX and National Geographic, and international assets including Star India’s TV channels and a 39 percent stake in European satellite provider Sky Plc. Disney would also get Fox’s stake in U.S. streaming-video provider Hulu, doubling its ownership to 60 percent.

21st Century Fox would keep Fox News, the Fox broadcast network and Fox Sports 1. The company would remain independent at least initially, though it could consider a merger later with the Murdochs’ publishing company, News Corp., the person said. Fox Chief Executive Officer James Murdoch is likely to be offered a senior position at Disney after the transaction closes, the person said. That would put him in the running as a candidate to eventually succeed Disney CEO Bob Iger.

The talks between Disney and Fox, which began more than two months ago, will unite two giants of the entertainment industry and mark a significant turning point for Rupert Murdoch, the mogul who has spent the past seven decades assembling a media empire. A deal will still face regulatory scrutiny in Washington, where the U.S. Justice Department has sued to block another proposed media megamerger between AT&T Inc. and Time Warner Inc.

A deal still hasn’t been finalized, and the talks could fall apart. Fox shares rose 1.1 percent to $33.66 at the close in New York. Burbank, California-based Disney climbed 2.5 percent to $106.83.

Disney has been competing against Comcast Corp. for the Fox assets, and Verizon Communications Inc. and Sony Corp. have also explored the idea of acquiring the holdings. Fox’s studio would give Disney the rights to popular characters such as the X-Men and the Simpsons, and could let the company cut costs by combining two giant Hollywood operations. The Sky stake would give Disney 22.5 million customers in five countries in Europe, with leading advertising technology, and Disney would be likely to seek full control of the satellite provider.

Assuming Disney acquires the Fox assets in a stock-based deal, Fox shareholders would end up with about 25 percent of Disney, according to Rosenblatt Securities Inc. The Murdoch family trust holds an economic interest of about 16 percent in New York-based Fox, which would translate to a stake of roughly 5 percent in Disney, according to data compiled by Bloomberg.

With speculation mounting that a deal was in the works, the Murdochs -- Rupert and his sons Lachlan and James -- sent a memo to employees late last week.

“We want to address the headlines about us possibly talking to other companies about a potential transaction,” the Murdochs said in the Dec. 7 email. “While we can’t comment on market speculation, we do want to address the impact we know this is having on all of you. Uncertainty always breeds unease. In every way, our focus is on our businesses and on the welfare of all our colleagues.”

— With assistance by Christopher Palmeri

These mega-mergers in the movie industry and movie theater industry are making me nervous about the future of recorded forms of entertainment. Movie fans and consumers of all kinds of entertainment probably should be concerned about how all this consolidation of global media companies could lead to higher prices. Combine this with efforts of the current US government administration to eliminate Net Neutrality.

Then again, these giant media companies need to be selling content people really want to buy. In a way these giant mergers seem like an act of desperation to counter Netflix, Amazon, Apple and Google. Attendance at movie theaters is down, music sales are a fraction of what they were 20 years ago, people are cord cutting in droves. I'm skeptical this consolidation and the likely price gouging that will follow will achieve any positive results. It could open the door for other competitors, even with Net Neutrality dismantled in the United States.

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Frank Cox
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It could certainly make things tougher for small theatres like mine.

Fox will currently give me just about anything on its third week.

Disney... maybe week five, maybe week eight, and they still charge the same percentage as though I played it on the break.

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Martin McCaffery
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 - posted 12-11-2017 04:39 PM      Profile for Martin McCaffery   Author's Homepage   Email Martin McCaffery   Send New Private Message       Edit/Delete Post 
My fear as an art house is Disney will capture and close the Fox back catalogue, just like they have done with their own. That's an awful lot of films removed from public presentation.

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Justin Hamaker
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 - posted 12-11-2017 05:18 PM      Profile for Justin Hamaker   Author's Homepage   Email Justin Hamaker   Send New Private Message       Edit/Delete Post 
I can't help wondering how much of this is about consolidating the rights for the Star Wars films and the Marvel Universe.

With Disney getting at 60% stake in Hulu, I also wonder if they plan to use that platform for their streaming service.

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Marcel Birgelen
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 - posted 12-11-2017 06:07 PM      Profile for Marcel Birgelen   Email Marcel Birgelen   Send New Private Message       Edit/Delete Post 
There have been negotiations for several months. One of the primary reasons for this would be getting the remaining Star Wars and X-Men rights.

I hope the FTC wakes up and blocks this, because it would be bad for the industry at large. Disney is really getting too big. Let them get the Star Wars and Marvel IP out and let them sell the rest to somebody else, when 21st Century Fox doesn't want to be in the Hollywood business anymore...

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Mike Blakesley
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 - posted 12-15-2017 05:05 PM      Profile for Mike Blakesley   Author's Homepage   Email Mike Blakesley   Send New Private Message       Edit/Delete Post 
Disney buys much of Rupert Murdoch's 21st Century Fox in deal that will reshape Hollywood]

Walt Disney Co. has finalized a $52.4-billion deal to buy much of Rupert Murdoch’s entertainment empire, a blockbuster union that would radically transform Hollywood into a land of fewer giants.

The stock deal, which Disney announced Thursday morning, represents Disney’s boldest acquisition yet. If regulators approve it, the Burbank behemoth would take over the prolific 20th Century Fox movie and television studio, Fox’s 22 regional sports channels, cable entertainment brands FX and National Geographic, and Fox’s portfolio of international operations, including a fast-growing pay-TV service in India.

The proposed purchase of much of Murdoch’s 21 Century Fox media company accelerates the trend of media consolidation and would eliminate one of the six major Hollywood film studios. Murdoch would retain control of Fox News Channel, the Fox broadcast network and his newspapers.

Disney would also assume about $14 billion in debt, resulting in a total deal value of about $66 billion. Following the transaction, Fox shareholders would make up about 25% of the bulked-up Disney.

Disney also announced Thursday that its chairman and chief executive, Bob Iger, will remain with the company through 2021.

“We’re honored and grateful that Rupert Murdoch has entrusted us with the future of businesses he spent a lifetime building, and 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,” Iger said in a statement.

“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,” Iger said.

The deal probably won’t close until sometime in 2019, according to Disney, because the company has to secure approvals from regulators in Washington and in other countries. However, once the transaction is complete, Rupert Murdoch and his family will become the second-largest shareholders in Disney, with an approximately 4.4% stake.

Disney’s determination to marshal resources is the clearest signal of heightening tensions between technology giants and legacy media. After decades of dominance, Disney, Time Warner, Fox, CBS and NBCUniversal have been scrambling to bulk up to withstand the gale forces coming from Google, Facebook, Netflix, Apple and, which have pushed into television production and distribution.

Audiences for traditional television have been shrinking, in part because viewers have so many options, including big-budget shows available through Netflix and Amazon. Movie attendance has stagnated. And Netflix is stepping up its output of films, roiling that business along with television.

"This acquisition reflects a changing media landscape," Iger told analysts Thursday. He cited the demands of "today's empowered consumers" for content and their desire to consume media on multiple platforms.

Disney plans to launch its own streaming service in 2019 to compete directly with Netflix. This deal gives it a new source of content to feed that service.

Adding Fox’s pipeline to Disney’s arsenal “will allow us to greater accelerate our direct-to-consumer strategy," Iger said. "It’s a very important move forward."

The sale of Fox assets marks a downsizing by Murdoch, who has spent the last 50 years building a media powerhouse from a small newspaper in Australia. But the 86-year-old media baron recognized that Fox’s movie and cable TV operations face an increasingly uncertain future, according to people close to him. And the deal with Disney enables the mogul and his family to become one of the largest shareholders in Disney, a bigger and more valuable media company.

“With today's announcement, we launch the next great leg of our journey,” Murdoch said on a Fox call with analysts Thursday morning. “The world of media has obviously been undergoing rapid change. New technologies, competitors and shifting consumer preferences have redrawn the whole media map."

"Are we retreating? Absolutely not,” Murdoch said. “We are pivoting at a pivotal moment.”

His son, Lachlan Murdoch, who serves as co-chairman of 21st Century Fox, agreed that the company was not in retreat.

“The new Fox is about returning to our roots as a lean, aggressive challenger brand,” he said.

In a report last week, Berstein & Co. media analyst Todd Juenger wrote: “Maybe the Murdochs have looked at the future and realized their business is a declining asset, worth more today than it ever will be in the future.”

Here's what Disney is acquiring in its blockbuster deal with 21st Century Fox
Murdoch is not selling out completely. He is holding on to certain properties, including Fox News, the Fox broadcast network, television stations and the cable channels Fox Sports 1 and Fox Sports 2. His newspapers — such as the Wall Street Journal, New York Post, Times of London and a portfolio of Australian properties — are housed in a second company, News Corp., that the Murdoch family controls with 39% of the voting shares. Some analysts expect Murdoch to eventually fold the remaining Fox assets into News Corp.

Under the terms of the agreement, shareholders of Murdoch’s 21st Century Fox media company will receive 0.2745 of a Disney share for each 21st Century Fox share they hold. To accomplish the deal, Fox must first spin off the assets it plans to retain, including Fox News, the Fox broadcast network, Fox Sports 1 and Fox Sports 2 and the Big Ten network.

Winning regulatory approvals is not a sure thing. Because of that uncertainty, Disney agreed to pay 21st Century Fox a massive $2.5-billion breakup fee if Disney fails to secure the required approvals.

Buying Fox would continue the transformation of Disney, which began when Iger took the helm in 2005. He engineered a series of savvy acquisitions, starting with the 2006 purchase of Pixar Animation Studios — creator of “Toy Story,” and “Finding Nemo” — which reinvigorated Disney’s moribund animation division. The company then bought Marvel Entertainment in 2009 and Lucasfilm in 2012, betting big on marquee film brands such as “Star Wars.”

Then came a shift. This year, Disney spent $1.6 billion to gain a majority stake in BamTech, an online streaming platform that Disney plans to use to launch two streaming services in the next two years, including an ESPN service next year. Disney decided its future was in selling its shows and sports channels directly to consumers.

“The core underlying driver for this deal … is the impending battle royale for content and streaming services vs. the Netflix machine,” Daniel Ives, head of technology research for GBH Insights, said in a recent report. The “appetite for content among media companies [is] reaching a feverish pitch.”

A Disney-branded streaming service will have more firepower with Fox’s assets. Disney would gain 22 regional Fox Sports networks, which could help entice more sports fans to sign up for the proposed ESPN streaming services if the service eventually includes access to Los Angeles Kings, San Diego Padres and New York Yankees games.

Disney would take over the operations of FX, which has been one of the industry’s most consistent hit-makers, and the 20th Century Fox Television studio, which is much stronger than ABC Studios.

In addition, thousands of old movies and television titles owned by Fox could be used to stock Disney’s streaming service.

“They need a lot more than the occasional movie and a collection of kids' library to support a subscription service,” Juenger wrote.

Fox’s library would help solve that problem. Fox owns such movies as “Avatar,” “Deadpool” and “X-Men.” Fox’s TV studio produces such hits as “The Simpsons,” “Family Guy,” and “This Is Us.” There’s also a treasure trove of beloved classics, including “The Mary Tyler Moore Show,” “M*A*S*H,” “The Wonder Years” and such movies as “Wall Street,” “Home Alone” and “The Sound of Music.”

“The marriage of these assets creates a much more formidable Disney on both the content and streaming front for the coming years,” Ives said.

It is unclear whether James Murdoch, chief executive of 21st Century Fox and the ambitious youngest son of the Australian-born mogul, eventually will land a leadership role at Disney. He has become the odd man out in a power-sharing arrangement with his father and older brother, Lachlan, who has become much closer to Rupert Murdoch.

During an early morning call with analysts Thursday, Disney’s Iger seemed open to the possibility that James Murdoch could become a key player in Burbank.

"James and I have had a lot of conversations about the future of these companies,” Iger said when asked about the younger Murdoch. “He's been great throughout this process. He will be integral in helping us integrate these companies over the next months and, during that time, he and I will continue to discuss whether there is a role for him here or not."

News of Disney’s interest in the Fox assets leaked Nov. 6. With Fox hanging out the for-sale sign, other suitors — Philadelphia cable company Comcast Corp., telecom giant Verizon Communications and Sony Pictures Entertainment, a division of the Japanese electronics giant — lined up to express interest. But Fox was most interested in doing a deal with Disney.

Disney’s market capitalization is more than $155 billion. Fox is worth $62 billion.

A sale would represent the end of an era. Murdoch has been a prominent figure in Hollywood since 1985, when he bought a half-interest in the 20th Century Fox film studio from oil magnate Marvin Davis in a $250-million deal. That injected new life into the studio. Later that same year, he claimed the remaining stake for $325 million, became an American citizen and began gobbling up television stations to launch the Fox broadcast network — the nation’s fourth major network — in 1986. Fox News Channel was born in October 1996.

Wall Street isn’t sure whether the U.S. Justice Department would bless the combination. It would reduce Hollywood’s television and movie production capacity by eliminating one of the major studios.

The Justice Department’s antitrust division is suing to block AT&T’s proposed $85-billion takeover of Time Warner, which includes HBO, CNN, TBS, Cartoon Network and the Warner Bros. film and TV studio.

However, the elder Murdoch is a powerful friend of President Trump, whose administration would oversee the regulatory review in the U.S.

Orlando Sentinel article

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Frank Cox
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 - posted 12-19-2017 11:37 AM      Profile for Frank Cox   Author's Homepage   Email Frank Cox   Send New Private Message       Edit/Delete Post 
Disney's movie dominance has a dark side for small towns, independent theatre warns
An independent movie theatre in northeast B.C. says Disney's strict rules around Star Wars: The Last Jedi are unfair to small-town cinemas and could become even more harmful as the company expands its dominance of the entertainment industry.

John Roper is general manager of the Phoenix Theatre in Fort Nelson, which is home to about 4,000 people. Despite excitement in the community to see the latest instalment in the Star Wars series, Roper said the conditions imposed by Disney are simply "impossible" for the Phoenix to meet.

"Not only do we have to play it for four weeks straight, we have to play it four times a day," said Roper, adding that with only one screen available, it would be "very difficult" to play a single movie for a month without losing money due to lack of audience.

Fort Nelson Star Wars fans who want to see Porgs on the big screen have been taking an eight-hour round trip to Fort St. John because their local theatre couldn't meet the conditions imposed by Disney to screen The Last Jedi.

While it is common practice for companies to impose minimum run-times, they are usually two weeks and, Roper said, there is often wiggle room for small theatres like his.

"Sometimes they'll allow an independent cinema to team up with another independent cinema, so they can split that two-week term," he said.

"Disney does not allow splits ,and they're just a little more difficult to deal with."

The Phoenix isn't the only community to decide not to screen The Last Jedi. Elkader Cinema in Iowa opted out for the same reasons, and Disney's "unprecedented" demands made headlines in the Wall Street Journal.

Disney holds all the cards, and we have to play by their rules.
- John Roper

Roper said news that Disney would be buying the movie assets of 21st Century Fox had him worried about even stricter rules in the future.

"It's not good for any type of industry when a company grows that large," he said. "Disney holds all the cards, and we have to play by their rules."

"Smaller cinemas are just left in the dust."

Roper said he is still hoping to bring The Last Jedi to Fort Nelson, but "we're looking towards the end of January, early February before Disney will even talk to us."

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Mike Blakesley
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 - posted 12-19-2017 02:13 PM      Profile for Mike Blakesley   Author's Homepage   Email Mike Blakesley   Send New Private Message       Edit/Delete Post 
I think he might be over-dramatizing things a little, albeit understandably.

There's nothing in our contract that dictates how many shows per day. We are showing it once per day, except twice on Sundays. I think they expect you to run your "regular" schedule, adjusted for film length of course.

It also likely won't be the end of January or early February before Disney will consider booking him...assuming the terms where he is are the same as here, the next availability on the movie will probably be January 12, the day after the fourth week ends. It could even be sooner, depending on how it's grossing.

I dreaded the four-week run time when "The Force Awakens" came out, but my worry was needless. We are in a much smaller town (1750 people) and we played "The Force Awakens" and "Rogue One" both for four weeks, and both of them were still doing decent business in week 4. Not outstanding business but enough to make it worth being open.

The best idea I had, which I've mentioned here before, is to put the opening/closing dates on the marquee. That helps to spread the crowd out and virtually has eliminated first-weekend sellouts for us. With "The Last Jedi," our busiest day last weekend was Sunday!

The yardstick is always, how good is the movie? If it's a crowd pleaser then it will continue to draw, well at least until Amazon starts trumpeting the video release.

On Disney movies it just makes more sense for us to bite the bullet and play them on the break, because their percentage never goes down. If we waited till the 2nd availability, we'd have half the crowd, or less. Plus there is the ever-important "cool" factor: waiting until the 'hot' movie is a month old...not cool.

Disney in the past has negotiated out of the last week of deals. We had to sign on for four weeks to get a certain movie on the break a few years ago...when it was clearly running out of steam, they let us out of the last week. I think this is where having a good credible booker helps.

Of course, everybody's mileage my vary. I'm not suggesting that anybody change their own tactics, I'm just reporting what has worked well for us.

I can see this operator's point in going for drama though -- I'm sure all his Star Wars-loving patrons are castigating him for not playing the movie.

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Dave Bird
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 - posted 12-19-2017 10:46 PM      Profile for Dave Bird   Author's Homepage   Email Dave Bird   Send New Private Message       Edit/Delete Post 
I still think that the studios are blowing it a bit, now that digital has made it possible to release wide on everything, by not allowing small-towns and even single neighborhood cinemas to split a screen for the typical "7 & 9" shows. The opportunity exists to open a film everywhere which both maximizes sales AND re-instates movie-going as the "thing to do". It's interesting to me that the world's largest movie market India, opens films every place they can on the break. We're fortunate of course at the drive-in that they do honor our tradition of the double (and triple) feature, but the two-week minimum is enough for us to be building a second screen. It will certainly help us to take the occasional 3 and (gasp) 4 week runs as they occur.

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Mike Blakesley
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I agree, and I also think they should consider one-week play times for small towns. I've been told at NATO meetings that that is "never gonna happen." But if they would allow one-week dates and stacking, we'd open a new movie EVERY weekend, and it would increase our gross and raise our film rental along with it.

I think they need to come up with a "small town" plan that is tied to either population or average week's gross. With today's computerization, it should be easy.

I clicked through that article Frank posted to some of the 'related' articles. They get a few facts wrong, especially Disney's 65% share of the gross for SW:TLJ being "a record." (False...we've paid 70% for many movies over the years and when we hit our 90/10 split point, we might pay more.)

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Dave Bird
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Strange to me, in a world where every company you can think of has a location or ships product to the smallest fly-speck places, that they basically take a "pass" on putting out new product every other week in these markets. I don't think there's any rule on the books at all. No reason company "A" couldn't book you 2, 3 or 4 weeks on a title AND demand the prime 7 o'clock slot for it. And if company "B" is happy to come in a week later at 9pm, that's fine, they'd get their share of the prime openings on average. "Never Gonna Happen" isn't even true now. Plenty of theatres all over the world run multiple titles on single and twin's just lazy thinking, inexplicably leaving money on the table.

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