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Movie Biz: Umm, Is DISNEY BUYING our ENTIRE childhood? (Update: IT'S OFFICIAL FOX DEAL DONE!)

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http://www.latimes.com/business/hol...shareholders-approve-deal-20180727-story.html

Disney and Fox shareholders approve blockbuster $71-billion deal


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Rupert Murdoch, chairman of 21st Century Fox, and his family are expected to gain more than $12 billion in value for the sale of much of Fox to Walt Disney Co. (Drew Angerer / Getty Images)



Walt Disney Co. and 21st Century Fox Inc. shareholders on Friday overwhelmingly approved Disney’s proposed $71.3-billion takeover of much of Rupert Murdoch’s 21st Century Fox — a milestone in a merger that is expected to dramatically reshape the entertainment industry.

The deal’s contours began to form nearly a year ago over wine between Disney Chief Executive Bob Iger and Murdoch at the elder mogul’s Moraga vineyard above Bel-Air. Friday’s vote was more official: The two companies held separate shareholder meetings concurrently in the same Hilton hotel a couple of blocks from Fox’s headquarters in mid-town Manhattan.


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Neither Murdoch nor Iger were in attendance. The meetings, which took just 12 minutes, were conducted by the company’s general counsels and other members of senior staff.

Fox general counsel Gerson A. Zweifach first announced that its five proposals had been approved by proxies of “a majority vote.” A few minutes later, at the Disney meeting, Disney general counsel Alan Braverman announced that Disney’s sole measure — to issue additional shares to buy Fox — also had been approved by shareholders. Braverman then adjourned the meeting.




The lightning-quick approval caps Murdoch’s decision in December to accept Disney’s $52-billion bid for Fox’s television and movie studio, cable television channels FX and National Geographic, Fox’s stake in streaming service Hulu, television operations in India and Fox’s 39% stake in London-based pay-TV company Sky.

But Murdoch has Comcast Chairman and Chief Executive Brian Roberts to thank for a more lucrative price. In early June, Comcast made its own $65-billion offer for the same Fox assets, which forced Iger to pony up $19 billion more than Disney’s initial bid to claim the prize.

The Murdoch family, which holds 17% of Fox’s outstanding shares, could come away with Disney stock valued at more than $12 billion.

The structure of the Disney transaction allows shareholders, including the Murdoch family, to take their share of the proceeds in cash or Disney stock. Because the Murdochs are opting for stock, they will become major shareholders in Disney.

The sale isn’t expected to be finalized until next year. Although the transaction has already received the blessing of President Trump’s Justice Department, the two companies still must obtain regulatory approvals from governments around the globe. Disney also has agreed to divest Fox’s 22 regional sports networks, including Prime Ticket and Fox Sports West in Los Angeles.

Disney has arranged $34 billion in financing to help pay for the new assets.

Murdoch, 87, and his family won’t be exiting media, however. The family intends to hold onto several Fox assets, including Fox News Channel, Fox Business Network, two national sports networks, television stations and the Fox broadcast network. Those properties will form a new company.

In addition, the Murdochs also have a controlling stake in the publishing company, News Corp., which owns the Wall Street Journal, Times of London, newspapers in Australia and the HarperCollins book publishing house.
 
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Disney, 21st Century Fox Shareholders Vote to Approve $71.3 Billion Merger
By CYNTHIA LITTLETON and RICARDO LOPEZ
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CREDIT: JAVIER MUÑOZ FOR VARIETY
Shareholders of 21st Century Fox and Disney have voted to approve Disney’s $71.3 billion buyout of major Fox assets.

Shareholders gathered Friday morning at the New York Hilton for separate meetings to vote on the historic transaction that the companies first set back in December. Both meetings were brief, lasting less than 15 minutes.

Gerson Zweifach, general counsel of 21st Century Fox, told Fox shareholders the merger is expected to be completed in the first half of 2019. He hailed the deal as a transformative transaction that will enable us to unlock significant value for our stockholders.”

The Disney gathering was short and perfunctory. Led by Disney general counsel Alan Braverman and CFO Christine McCarthy, the vote took less than 10 minutes and received near unanimous approval from Disney shareholders.


At the Fox meeting, a male shareholder came to the microphone to pay tribute to Fox’s Rupert Murdoch and his legacy in the media biz. “Nobody does it like Rupert Murdoch,” he said. “I love Rupert Murdoch.”

Fox’s meeting was held in a small room with about 50 people in attendance, reflecting the large ownership stakes held by the Murdoch family and fewer individual investors. Disney, meanwhile, held its meeting in one of the hotel’s ballrooms, reflecting the broader interest in the company among the general public.

The shareholder vote seals the deal for Disney after it prevailed in a tussle with Comcast over bids for the 21st Century Fox assets, which include the 20th Century Fox studio, FX Networks, National Geographic Partners, and other entertainment assets. After the sale, Rupert Murdoch and Lachlan Murdoch will head the company now dubbed New Fox, which will comprise Fox Broadcasting Co. and Fox’s TV station group, Fox Sports and Fox News.

Disney and Fox first reached a buyout agreement for $52.4 billion in December. Comcast had been in the running last fall but the Fox board opted for Disney as the better fit for most of Murdoch’s Hollywood empire. The shareholder vote was originally set for July 10 but had to be postponed after Comcast unveiled its $65 billion all-cash offer on June 13. Disney responded a week later with a sweetened offer featuring a mix of cash and stock.

Neither Disney chairman-CEO Bob Iger or Murdoch attended the meeting. Zweifach told Fox shareholders that the date change for the meeting created scheduling conflicts for numerous Fox board members.

Disney has already received the greenlight from the Justice Department for the purchase, on the condition that it sell off Fox’s 22 regional sports networks within 90 days of closing. Disney still needs to secure a handful of approvals from foreign governments.





“Combining the 21CF businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders,” said Murdoch in a statement. “We are grateful to our shareholders for approving this transaction. I want to thank all of our executives and colleagues for their enormous contributions in building 21st Century Fox over the past decades. With their help, we expect the enlarged Disney and new ‘Fox’ companies will be pre-eminent in the entertainment and media industries.” Iger echoed Murdoch’s sentiment in a statement.

“We’re incredibly pleased that shareholders of both companies have granted approval for us to move forward, and are confident in our ability to create significant long-term value through this acquisition of Fox’s premier assets,” said Iger said. “We remain grateful to Rupert Murdoch and to the rest of the 21st Century Fox board for entrusting us with the future of these extraordinary businesses, and look forward to welcoming 21st Century Fox’s stellar talent to Disney and ultimately integrating our businesses to provide consumers around the world with more appealing content and entertainment options.”
 
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Disney and Fox Shareholders Approve Deal, Ending Corporate Duel
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The 20th Century Fox movie “Avatar,” along with films like “Titanic” and television shows like “The Simpsons,” will be owned by Disney under deal approved by shareholders on Friday.Credit20th Century Fox


By Edmund Lee and Brooks Barnes

  • July 27, 2018
One empire grows. Another shrinks.

In separate ballrooms at the Hilton Hotel in Midtown Manhattan on Friday morning, shareholders of the Walt Disney Company and 21st Century Fox agreed to a $71.3 billion purchase plan that gives Disney the bulk of Rupert Murdoch’s media empire, substantially altering the entertainment landscape.

Regulators in more than a dozen countries must still give their approval. But the shareholder votes brought to a close a six-month corporate showdown, waged across two continents by Disney and Comcast, for supremacy in the rapidly changing media business. Mr. Murdoch’s trove represented a once-in-a-lifetime opportunity to gain the bulk needed as a counterattack against the tech giants that have aggressively moved into Hollywood.

“Avatar,” the “X-Men” movies, “Titanic” and TV shows such as “The Simpsons” and “This Is Us” will now be owned by Disney. That adds to an already enviable content stockpile from divisions that include Lucasfilm, Marvel Entertainment and Pixar Animation Studios. The deal also gives Disney the cable networks FX and National Geographic; a controlling stake in the streaming service Hulu, which has more than 20 million subscribers; and Star, one of India’s fastest growing media companies.

Some people in Hollywood see the acquisition as the sad ending of an era. Disney is acknowledging that the future of television and movie viewing is online and this move could set off a wave of mergers in the film business, which has not seen significant consolidation since 1935, when 20th Century Pictures and Fox Film merged to form 20th Century Fox.

staked his legacy on this deal, and to gain control of Fox, he had to fend off an aggressive play by Comcast. Mr. Iger and Mr. Murdoch originally agreed to a deal in December. After months of maneuvering, Comcast, the Philadelphia-based cable giant, topped Disney’s original bid in June, but Mr. Iger returned almost immediately with a much higher offer that mixed cash and stock. Mr. Murdoch and the Fox board quickly accepted.

Comcast called it quits soon after and its chief executive, Brian L. Roberts, offered an olive branch of sorts by releasing a statement congratulating the two companies. Comcast, however, still plans to compete in a separate deal against Disney for control of the European TV broadcaster Sky.

s Silicon Valley behemoths like Netflix, Amazon, Apple and Facebook have pushed into the entertainment world and attracted bigger audiences, old-guard media companies have responded by trying to secure as much gold-plated content as they can. And Disney, for one, will soon unveil a Netflix-style streaming service to deliver its shows and movies straight to viewers.

“One of the most exciting aspects of our Fox acquisition is that it will allow us to greatly accelerate our direct-to-consumer strategy,” Mr. Iger said when he announced the deal in December. "We believe creating a direct-to-consumer relationship is vital to the future of our media businesses, and it’s our highest priority.”

AT&T bought Time Warner, which includes HBO and the Warner Bros. film and TV studios. CBS and Viacom have tussled over whether they should combine. Comcast is likely to make a play for something else in addition to trying to win Sky in Europe. And other studios and networks like Discovery, Sony Entertainment, AMC and Lionsgate are looking for opportunities. Verizon, Dish and Charter could also scout out possible mergers.

“Everyone has decided that the future is owning both the content and the distribution,” said Craig Moffett, a longtime media analyst.

At the Disney meeting, shareholders voted on one item. Disney’s final offer was made up of equal parts cash and stock — $35.7 billion in cash, 343 million shares — and Disney investors had to approve the issuing of those shares. The meeting lasted all of nine minutes. Disney said that voters controlling 68 percent of outstanding shares voted by proxy ahead of the meeting. Of those, 99 percent voted to approve. (There was a lone voice of dissent. When Alan N. Braverman, Disney’s general counsel, opened the floor for shareholder comments, one man stood up and muttered, “I think we are overpaying.”)

Despite the importance of the deal and the dramatic way it played out over many months, Mr. Iger and Mr. Murdoch did not attend the shareholder votes. Mr. Iger was on a previously scheduled overseas trip, and Mr. Murdoch similarly decided to keep a commitment in California. Mr. Murdoch’s sons, James Murdoch, Fox’s chief executive, and Lachlan, Fox’s executive chairman, also stayed away.


The Fox shareholder meeting took place in a much smaller ballroom on a subterranean level, with fewer than 60 people present. The meeting lasted less than 10 minutes. But near the end, a longtime shareholder, Philip Berman, stood up at the microphone and said, “Rupert’s dream is complete.”

The deal ends Mr. Murdoch’s reign over an entertainment empire he spent six decades building. He will become a significant minority shareholder in Disney and will continue to run his remaining businesses, which include Fox News, the Fox broadcasting network, the cable network FS1 and newspapers like The Wall Street Journal, The New York Post and The Sun in Britain.

James will not join Disney and will leave his father’s company. His plans remain unclear, though he stands to make more than $1 billion in the Disney deal.

Disney must wait for regulatory approval before speeding ahead with its integration plans for 21st Century Fox — plans that include substantial layoffs. The deal received surprisingly speedy approval from United States regulators, but foreign governments must still sign off.

Analysts expect that Disney will clear those hurdles by early 2019.

American antitrust regulators approved the merger on the condition that Disney, which already owns ESPN, divest all of Fox’s 22 regional sports networks, which include channels like the Yankees’ YES network. Guggenheim Securities has estimated the value of the chain at roughly $22 billion.

regional sports networks are valuable because viewers watch games live, which appeals to advertisers. On the downside, the channels already command sky-high fees from cable distributors, limiting future growth.

“While on paper the assets should be attractive, a lack of bidders could drive a relatively lower valuation,” Doug Creutz, an analyst at Cowen and Company, wrote in a July 19 report.

forced out its longtime animation chief, John Lasseter, after employees complained about inappropriate workplace behavior. ABC in May suffered the meltdown of “Roseanne,” its biggest hit; Shonda Rhimes, ABC’s biggest hitmaker, decamped for Netflix.

Disney is expected to replace Ben Sherwood, who leads the Disney-ABC Television Group. Fox has a strong roster of candidates, including Peter Rice, president of 21st Century Fox. Mr. Rice is widely seen in Hollywood as a possible successor to Mr. Iger. Dana Walden, a co-chief executive of the Fox Television Group, may also join the Magic Kingdom. (Mr. Sherwood may receive another perch inside Disney.)

Mr. Iger said in a statement after the meetings that he was looking forward to “welcoming 21st Century Fox’s stellar talent to Disney and ultimately integrating our businesses to provide consumers around the world with more appealing content and entertainment options.”

The 21st Century Fox acquisition is Disney’s largest, surpassing its 1995 purchase of Capital Cities/ABC for $19 billion or roughly $31 billion in today’s money. That deal, which brought ESPN into the Disney fold, powered Disney for two decades. But the cable business is now in decline, and Mr. Iger is betting his legacy on repositioning Disney as a streaming giant that can compete with titans like Apple and Amazon. Mr. Iger believes that the Fox assets will supercharge that plan.

There is no guarantee, however, that he will pull off the herculean task of integrating Fox, which has a drastically different corporate culture.

And the clock is ticking: After delaying retirement multiple times, Mr. Iger is scheduled to depart in late 2021.
 
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I was JUST about to post this...

https://screenrant.com/disney-fox-marvel-movies-x-men-fantastic-four/

Bob Iger Thinks Marvel Movies Should Be 'One Entity'

Disney's CEO wants all of their Marvel properties to exist together. Marvel Studios has built their cinematic empire on the backs of "B-list" characters. The likes of Iron Man, Captain America, and Thor weren't the household names they are now over a decade ago, while the Guardians of the Galaxy were about as unknown as they come. After years of turning lesser known characters into bankable IPs, Marvel Studios will soon receive an embarrassment of riches thanks to the in-the-works Disney/Fox merger. When the deal is complete, Disney will regain control of the X-Men and Fantastic Four.

Since the deal has not yet been completed, there's been no sign as to how Marvel plans to integrate these massive characters into the MCU. Some have even wondered if Marvel Studios should bring them all together or just let the mutants continue to operate on their own. Marvel Studios will indeed absorb the X-Men and Fantastic Four and Disney's CEO believes that's for the best.

Related: Scarlet Witch Could Be Retconned As a Mutant in the MCU

THR spoke to Disney CEO Bob Iger and asked him about their plans for Marvel characters Fox has ownership of. He can't get into specifics as the deal is not yet complete and plans for these characters haven't been discussed, but he believes the best way for these characters to operate is, just like in the comics, together.

I think it only makes sense. I want to be careful here because of what's been communicated to the Fox folks, but I think they know. It only makes sense for Marvel to be supervised by one entity. There shouldn't be two Marvels.


Part of this decision will come out of the necessity as Disney will reportedly downsize Fox and take back control of the X-Men and Fantastic Four. However, it also just makes sense to let all of these characters exist in the same world, and thus under the vision of Kevin Feige. Iger was even asked about Feige's unofficial plans and if Deadpool being an Avenger was among them, to which he said, "Kevin's got a lot of ideas. I'm not suggesting that's one of them. But who knows?"

Even though Feige may have ideas about the future, he isn't too concerned with them right now - or so he says. According to the Marvel Studios president, he is waiting for the phone call that says he can actually use these characters before he spends too much time figuring out how he'll bring them in. He does still have Avengers 4 to finish up and square away Phase 4, so it will be interesting to see how quickly Feige acts once that call is made. If all Marvel characters do become one entity, they will all be in Feige's hands. Considering the confidence Iger has that this is how Marvel's future will be, it looks to be a matter of when and how Marvel introduces these characters in the MCU and not if.

https://www.bgol.us/forum/threads/d...er-the-x-men-franchise.1018561/#post-19327634
 
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Where Do the Luke Cage and Iron Fist Cancellations Leave Marvel and Netflix?
By Abraham Riesman@abrahamjoseph
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Photo: Courtesy of Netflix

We don’t know, nor are we likely ever to know, the full story behind why Netflix chose to cancel Marvel’s Iron Fist and Luke Cage. The streamer is an infamously opaque mystery box that releases no data on viewership and is astoundingly tight-lipped with reporters. The Hollywood Reporter has a source who said the Luke Cage axing was the result of “creative differences and the inability to agree to terms for a third season of the show,” but that’s one anonymous person, so who knows? With Iron Fist, we have an even more glaring paucity of information. That show got ripped apart by criticsand never shook the early bad buzz about its casting of a white dude as a martial-arts master, so one assumes that the ratings just weren’t there for season two, but who can really say? It’s astoundingly hard to get anyone involved to talk, even off the record, because the NDAs and surveillance involved in working on a Marvel project are nigh totalitarian.

But even if we can’t figure out the reasoning behind these abrupt disappearances (both within a few days of the unveiling of a new Marvel Netflix season, Daredevil’s third — the Cage news came on release day!), we can still survey the landscape that they leave behind. The cancellations leave us with a Marvel Netflix slate devoid of clean-living, respectable protagonists. What remains, for better or worse, are the bastards.

Here are the Marvel Netflix shows that are still on the docket: Jessica Jones, The Punisher,and Daredevil. (Crossover team-up series The Defenders has also gone the way of the dodo, but as Krysten Ritter told me last year, there might never have been a plan for more than one season of it.) Let’s go through their respective lead heroes, shall we? Jessica, God bless her, is an asshole and a drunk, congenitally incapable of getting her act together or not alienating everyone around her. The Punisher is, well, the freaking Punisher: Whatever the righteousness of his cause might be, his bloodlust and amoral leanings make him the image you put next to the dictionary definition of “anti-hero.” Even Daredevil, devoted Catholic that he may be, is a prideful nightmare of a friend who has way too much fun beating the hell out of people.

respectability politics. Although the second season of his show tried to present him as a guy struggling with anger management and left him off having made a devil’s bargain to become a crime lord, there was something that always rang false whenever showrunner Cheo Hodari Coker tried to make him seem morally questionable. Perhaps it’s just the way actor Mike Colter oozes decency, but one always felt that the Hero for Hire was an honest man doing the best he could. And as for Danny Rand, the Immortal Iron Fist: Holy schnikes was that guy a goody two-shoes or what? His whole deal was his status as a naïf, raised on a steady diet of monastic lessons about virtue and separated from the corrupting influences of the outside world. Sure, he could be irritating, but part of the irritation was his constant effort to do right by the world and be a nice guy while doing it.

Now, both of those figures are bereft of their own shows. Marvel has emphasized that their stories can still go on in other forms, which makes cameos in future seasons of the surviving Netflix shows a probability. But the stories they’d be intruding upon are ones that err on the grim-and-gritty side. It’s somewhat disheartening, to be honest. Even if you were never that much of a fan of Cage or Fist, their loss means that Marvel’s Netflix projects will, for the time being, probably be an enterprise where “maturity” is defined by how dark you can go and how far you can push your characters toward unforgivable acts of violence. It’s a problem that superhero comics have periodically run into, and it’s always frustrating to see that sludginess become predominant.

It’s also a problem that Marvel’s eternal rival, DC, has faced in the construction of its movie universe. Man of Steel, Batman v Superman: Dawn of Justice,and Suicide Squad were all lambasted for being excessively cynical about (super)human nature and left the DC brand with a reputation for going too hard on the brooding and not hard enough on the laughs. Ironically, Marvel has been the alternative to that approach when it comes to the Cineplex, offering up Marvel Cinematic Universe movies that shine with a sometimes-cloying optimism and protagonists to whom you want to give a big ol’ hug. Are we now looking at a fully DC-ified Marvel operation on Netflix?

If so, that would make the TV situation a bizarre counterpoint to the film one, in that DC has generally been sunny in its offerings on the CW: Supergirl, The Flash, Legends of Tomorrow,and the like. Arrow can get a bit broody, but the schmaltz and quirk quotients are still high; same goes for Black Lightning. The one big exception to that rule is Titans, the new DC series available only on a branded DC app, which is bleak and horrifying enough to make The Punisher look like The Great British Baking Show. But for now, its relegation to the walled garden of a streaming platform makes it a minor factor in the overall DC brand.

Speaking of streaming: The elephant in the room is the fact that Disney plans to roll out its own service to compete with Netflix in the not-too-distant future. One has to imagine that was a factor in Netflix’s decisions to part ways with Marvel on Cage and Fist. Viewership may have been low, creative differences may have been had, but if Netflix felt true ownership over the shows, it might have had a higher tolerance for such hiccups. As it stands, however, Marvel has a foot out the door already. I have no idea if that fact has caused strains in the Marvel/Netflix relationship, but I can’t imagine that it helped make the case for keeping the shows on the digital air.

The real question is what happens once this much-discussed Disney video platform launches. Presumably, the House of Mouse will want to cram as much original Marvel content into it as is feasible, what with that being one of its primary cash cows and all. That could lead to an interesting situation, in that the platform will reportedly host shows featuring MCU movie talentand that are helmed by Marvel Studios — the movie division — rather than Marvel Television, which handles the Netflix offerings (as well as Agents of S.H.I.E.L.D., Runaways, and Cloak & Dagger). Could Cage or Fist be rebooted there? Or maybe refashioned along the lines of the comics adventures of their protagonists, thus giving way to a Luke/Danny Power Man and Iron Fist show or a team-up between Cage’s Misty Knight and Fist’s Colleen Wing in the form of Daughters of the Dragon? One hopes so, in the name of diversity. There’s the diversity of ethnicity, of course: Everyone except Danny in that quadruplet is a person of color, while the prime players in the remaining Marvel Netflix shows are almost entirely white. But there’s also the diversity of tone. Until this mythical digital beast launches, Marvel’s streaming offerings will be a pouty lot, indeed.
 
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ansatsusha_gouki said:
European Commission Approves Disney’s $71 Billion Acquisition Of Fox, With Conditions



https://deadline.com/2018/11/europe...on-acquisition-fox-conditions-1202496828/amp/
Click to expand...


European Commission Approves Disney’s $71 Billion Acquisition Of Fox, With Conditions
  • Dawn C. Chmielewski and Dade Hayes
    November 6, 2018 9:18AM PST
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European antitrust regulators approved the Walt Disney Co.’s $71.3-billion offer to buy 21st Century Fox’s entertainment assets today, on the condition that it sell its stake in certain television channels in Europe.

RELATED
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Disney will have to divest its interests in History, H2, Crime & Investigation, Blaze and Lifetime in the European Economic Area (EEA) to avoid harming competition following its purchase from Fox. The channels are controlled by A+E Television Networks, which is a joint venture between Disney and Hearst.

The Commission’s action has no bearing on the operation of the channels in the U.S. and elsewhere. (H2 was rebranded as Viceland in the U.S. in 2016.)​

The European Commission’s investigation found that combining Fox and Disney’s film studios raised no concerns because the merged company still faces significant competition from other film studios, including Sony, Universal and Warner Bros.

But television was another matter. The EC found that the transaction would eliminate competition between two strong suppliers “factual channels,” the region’s term documentaries and other programming rooted in science or fact.

“To address the Commission’s competition concerns, Disney committed to divest its interest in all factual channels it controls in the EEA, namely: History, H2, Crime & Investigation, Blaze and Lifetime channels,” the EC said.

In a statement, Disney indicated it is aiming to get final approval for the merger in the territories where regulators still haven’t rendered a verdict.

Earlier this year, the U.S. Department of Justice granted its approval, provided that Disney divest Fox’s 22 regional sports networks. ​

Officially, Disney and Fox have forecast closing the deal in the first half of 2019, but multiple sources have pointed to early in the year as the key time, and both companies have altered their executive suites in anticipation.

“We are gratified by the decision of the European Commission to clear the transaction with the sole remedial measure being the divesting of our interests in Europe of the History, H2, Crime + Investigation, Blaze and Lifetime channels,” Disney’s statement said. “Disney will continue to be a 50% owner of A&E apart from the companies operating these channels in Europe. We continue to pursue clearance as quickly as possible in the jurisdictions that remain.”
 
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Disney Sets March 20 Closing Date for 21st Century Fox Acquisition
By CYNTHIA LITTLETON
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Cynthia Littleton
Managing Editor: Television@Variety_CynthiaFOLLOW
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Disney has set March 20 as the closing date for its acquisition of 21st Century Fox.

Disney announced the formal closing process Tuesday morning, indicating that the company has received the last major approval for the deal from regulators in Mexico. Disney said current 21st Century Fox shareholders will have until 5 p.m. ET Thursday to choose the amount of cash and Disney stock to receive in the $71.3 billion transaction.

Disney said it expects the historic union of two of Hollywood’s pioneering studios to “become effective at 12:02 a.m. Eastern time on March 20.” The completion of the Disney-21st Century Fox deal also signals the emergence on March 19 of Fox Corporation, the new entity to emerge from the 21st Century Fox assets that Disney is not buying. Disney is also assuming about $13.8 billion in net debt from 21st Century Fox.






21st Century Fox shareholders will receive a mix of cash and stock valued at $38 a share in the Disney deal. Disney said last year when it announced the revised deal with Fox — after Comcast made an unsolicited run at 21st Century Fox — that it expects to pay about $35.7 billion in cash and issue 343 million new Disney shares to finance the transaction.



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Disney put a stock collar provision in the deal to adjust the stock exchange ratio higher if Disney’s share price dropped below $93.53 at the time or lower if Disney shares surpassed $114.32 at the time of the deal closing. On Monday, Disney shares closed at $114.75.

The closing date puts a clear timeline on what is expected to be an industry-changing consolidation of media and entertainment assets under Disney’s umbrella. The integration of the companies is projected to lead to as many as 4,000 layoffs as overlapping operations are eliminated and resources are reallocated to support Disney’s top priority of launching the Disney Plus global streaming platform later this year.

Disney has already outlined the leadership plan for its film and TV units. Emma Watts will continue in her role as vice chairman of 20th Century Fox, reporting to Disney Studios chairman Alan Horn. Fox Searchlight chiefs Nancy Utley and Stephen Gilula and Fox 2000 president of production Elizabeth Gabler will continue in their roles, reporting to Horn.

In television, 21st Century Fox president Peter Rice shifts to chairman of Walt Disney Television and co-chair of Disney’s Media Networks unit. Reporting to Disney chairman-CEO Bob Iger, Rice will oversee all aspects of Disney’s worldwide television operations other than ESPN, which is headed by Jimmy Pitaro.

Fox’s Dana Walden will shift to chairman of Disney Television Studios and ABC Entertainment. FX Networks’ John Landgraf retains his perch as does Gary Knell will serve as chairman of National Geographic Partners. Walden, Landgraf and Knell report to Rice.

Last week, Disney recruited Warner Bros. TV alum Craig Hunegs to serve as president of Disney Television Studios, reporting to Walden.

Now that the deal closing is in sight, the nitty-gritty aspects of blending people and culture is about to begin.
 
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A Tale of Two Bobs: What Disney’s CEO Shake-up Means for Hollywood
By Josef Adalian@tvmojoe
This story also ran in Buffering, Vulture’s newsletter about the streaming industry. Head to vulture.com/buffering and subscribe today!
Photo: Marc Piasecki/Getty Images
Bob Iger spent the past 12 months overseeing the endgame for Marvel’s Avengers franchise and the last installment of the Star Wars Skywalker saga. This week, the longtime leader of The Walt Disney Co. unveiled one more curtain call: his own. In a move shocking as much for its timing as its substance, Iger stepped down Tuesday as Disney’s CEO and named another Bob — top lieutenant Bob Chapek — as his replacement. Iger had telegraphed his retirement plans for years, and Chapek was long considered a potential replacement. But there had been zero indication he’d step down before his contract ran out at the end of 2021 or that he would hand over the keys to the Magic Kingdom without a hint of warning. Not surprisingly, the sudden announcement prompted plenty of questions (and at least a few Succession quips). Here are four of the most pressing ones.

Who is Bob Chapek, and why did he get the gig?
What about Bob(s)? Chapek at left, Iger at right. Photo: Getty Images
First and foremost, he’s a company man. Chapek, 60, joined Disney in 1993 and has spent two-thirds of his professional life inside the Magic Kingdom. The bulk of his Disney career has been in distribution, figuring out new (and profitable) ways of managing the Mouse House’s enormous library of intellectual property. In the 1990s, his focus was on home video: He was the architect of the so-called Disney “vault” strategy, in which the company limited the supply of key movie titles in order to goose demand. Later, Chapek also helped Disney’s distribution arm transition to emerging formats, first from DVDs to Blu-ray and then from physical media to digital downloads like iTunes.

During the 2010s, Chapek got more involved in the consumer-facing aspects of Disney’s business. He took over consumer products — everything from toys to apps to retail stores — in 2011 and was given oversight of theme parks and resorts in 2015. (The Succession parallels really are a bit creepy.) Chapek’s tenure overseeing theme parks ushered in big changes, including the launch of Star Wars: Galaxy’s Edge at Disneyland and Disney World last summer, as well as the opening of Shanghai Disney in 2016. In 2018, Iger consolidated theme parks, consumer products, and so-called “experiences” (like Disney cruises) into a single unit and put Chapek in charge.
While the timing of Iger’s announcement shocked most in Hollywood, Chapek’s selection isn’t a complete surprise. He’s been mentioned as a possible heir to Iger for years, in part because he’s overseen so many key parts of the company. That said, over the past year or so, media and Wall Street speculation about a successor had focused on Kevin Mayer, who runs Disney’s direct-to-consumer TV arm (think Disney+ and Hulu). Such conjecture was reasonable, given how important streaming is to Disney’s future and in light of the blockbuster launch of Disney+. Mayer clearly has a better understanding of where Disney’s video future is headed than Chapek, and he also has a deep understanding of the importance of building a direct relationship with consumers.
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But per some industry experts, Chapek is just as skilled on the latter front, perhaps even more so. “Disney is now a consumer-facing company not just with theme parks and products, but also with media,” tweeted Alex Kruglov, CEO of mobile game app pop.in, who previously spent six years as head of content acquisition at Hulu. “The DNA of delighting the consumer is what will make them succeed. Media coverage that implies Chapek doesn’t have consumer experience is absolutely nonsensical.” And Michael Nathanson, Wall Street analyst at MoffettNathanson, told CNBC on Wednesday that Chapek was “probably the best-qualified person in the company to take this job. His history in all the divisions that really matter really is very supportive of him taking on that role.”
Iger may have also decided he wanted someone who had a better grasp of a wider range of the company’s core assets. On Thursday, media and tech analyst Ben Thompson wrote that Iger ignored the sexier business — streaming — in favor of an exec with a broader portfolio. “As compelling as Disney’s direct-to-consumer video businesses are, they are still a relatively small part of the company and, crucially, only make strategic sense because of the rest of the company, particularly the parts under Chapek’s management,” Thompson argued. “It is easy to imagine Mayer, taking over Disney after having successfully launched Disney+, falling into the trap of letting the tail wag the dog. Disney+’s full potential comes not from beating Netflix but rather from making Disney as a whole far stronger and more integrated. Chapek, with his background in not just Parks and Resorts but also Consumer Products, is likely to be much more cognizant of the whole, even as Disney+ gets all of the attention from people like me.”
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Why did Bob Iger step down now?
Iger’s Disney contract extends through the end of next year, leading industry types to figure any successor wouldn’t take the reins until 2022 at the earliest. The decision to simply put Chapek into Iger’s old role as CEO right away, and to do so with an out-of-the-blue announcement on a random Tuesday afternoon, left Hollywood and Wall Street shell-shocked. There was social media chatter that perhaps Iger had decided to launch a last-minute bid for president, speculation repeated to me in phone calls from at least two senior media execs. For the record, Iger laughed off that notion in an interview with the New York Times, saying a transition plan has been in the works for months. “It’s only abrupt in other people’s eyes because we haven’t been talking about it publicly,” Iger told the Times, adding that the Disney board had “identified Bob actually quite some time ago as a likely successor.”
And it’s not as if Iger has just walked away from Disney. While no longer CEO, he’s still at the company and retains a degree of control. His new title is executive chairman, and he’ll be focusing on “creative matters” — like what’s next for Marvel and Star Wars. Chapek has day-to-day oversight of the Mouse House, but he reports to Iger until December 31, 2021. That’s when Iger’s contract will expire and, barring new developments, he’ll officially retire from Disney.
Iger apparently opted against an extended transitionary role for Chapek because he didn’t want to create doubt Chapek would eventually get the CEO gig. In 2015, Disney unofficially identified Tom Staggs as Iger’s successor, positioning him in an interim role widely seen as a pathway to the top spot. Barely a year later, Staggs was out. By contrast, naming Chapek CEO now gives him latitude to start doing the job right away, even as Iger remains his boss and trains him on creative matters. What’s more, Iger told the Times this setup gives him time for “getting everything right creatively … I could not do that if I were running the company on a day-to-day basis.” This seems logical: Following a blockbuster year, Disney finds itself facing creative resets with many of its key franchises, including Star Wars and Marvel. Iger will be able to oversee the execution of new visions for both those brands, even as he shows Chapek the ropes in dealing with Hollywood talent.
How will Disney’s new boss connect with Hollywood?
Chapek will clearly need Iger to act as Yoda to his Luke Skywalker when it comes to Tinseltown. It is no exaggeration to say the town pretty much has no clue who he is. When I emailed a very senior exec at a major Hollywood talent agency to get his take on Chapek — this is someone who will made deals worth hundreds of millions of dollars and knows virtually every key player in the business — he had a two-word response: “No idea.”
Veteran entertainment business reporter Cynthia Littleton of Variety perfectly captured Chapek’s challenge in her analysis of the transition. Chapek, she wrote, “has no hands-on creative experience, unlike Iger, who came to the job after years of experience with entertainment and sports programming from his earlier tenure at ABC. Chapek’s ability to schmooze with talent and court top filmmakers will be tested at a time when there’s no shortage of studios chasing A-listers.”
One Walt Disney Co. insider who knows the new CEO a bit predicts mastering the ways of Hollywood could prove a challenge. “I think he is a good choice … but the fact that he beat out Mayer is surprising,” the staffer said. “Kevin is the more dynamic figure. Bob is a little bit more reserved. But he’ll learn those things.”
This could be one reason why Iger designed such a long transition phase: Over the next two years, Chapek will likely shadow Iger in countless meetings and negotiations, observing the unique peculiarities of talent relations and creative decision-making. Wooing the next J.J. Abrams is a different skill set than figuring out the fastest way to get Baby Yoda plush toys into production. Still, the Disney insider says it’s worth noting how much of a departure Chapek is from the Disney CEO template: Both Iger and Michael Eisner, who ran the company from 1984 until 2005, had deep Hollywood roots before taking the top spot.
What happens next?
Since many in Hollywood and Wall Street considered Mayer the odds-on favorite to succeed Iger, the fact that he didn’t get the promotion raises the question of whether he’ll now start looking for new job opportunities. “My guess is, this was a gut punch to Kevin,” the Disney insider told me. There’s certainly precedent for execs’ calling it quits when they’re passed over for expected promotions, and given Mayer’s phenomenal success overseeing the Disney+ launch, he’ll no doubt have plenty of suitors at rival entertainment conglomerates looking to lure him away in the coming months. One source with deep knowledge of the media business predicts it’s almost a given Mayer will move on within less than two years.
Then there’s the question of what changes Chapek will make once he gets situated in his new role. He’s known for being ruthless in his pursuit of growing profits at his divisions, often through cost-cutting. Disney has already been slashing jobs in the wake of its purchase of Rupert Murdoch’s Fox assets, and some Hollywood insiders believe Chapek will speed up the process, especially on the TV side. Disney already has multiple TV production labels as well as at least one severely underperforming cable network in Freeform. “He will go in there and cut the fat,” predicted one executive familiar with Chapek’s management style. The Disney insider told me there was already lots of internal gossip, even before the CEO shift, of changes in the works at Disney+, including talk of a new role for Dana Walden, who heads up Disney TV Studios and ABC Entertainment and oversees scripted programming for Hulu. “You’re going to see some dominoes fall,” the Mouse House source said.
 
playahaitian

playahaitian

Rising Star
Certified Pussy Poster
mrcmd187 said:
I would call BS but stranger shit has happened, WB/DC trying to compete with Disney/Marvel has cost them alot. They had damn near a year and half with ono Marvel movie (Black Widow) to compete against pre- pandemic and just dropped the ball.
Click to expand...

I don't see that ever happening

That is just...

No way.

I kinda sorta maybe could see them stop the print comics...

And that somehow allowing Disney to try something

But even that is insane.
 
mrcmd187

mrcmd187

Controversy Creates Cash
BGOL Investor
playahaitian said:
I don't see that ever happening

That is just...

No way.

I kinda sorta maybe could see them stop the print comics...

And that somehow allowing Disney to try something

But even that is insane.
Click to expand...
I remember the same being said about Disney buying Marvel, the insane thing is all these companies do now is buy each other out and AT&T is the ones pulling the strings WB/DC.
 
D'Evils

D'Evils

Rising Star
BGOL Investor
playahaitian said:
I don't see that ever happening

That is just...

No way.

I kinda sorta maybe could see them stop the print comics...

And that somehow allowing Disney to try something

But even that is insane.
Click to expand...

The Superman and Batman IPs alone are worth too much to WB/AT&T....

They make billions just off merch...

But out of the companies mentioned...

Amazon would be a perfect fit for DC because of the existing infrastructure and resources to be an actual independent entertainment company...

Integrate DC Comics with the Kindle and it's 6 million subscribers...

All of DC's TV and Movie catalogs available on Prime for streaming....

Sell DC merch on Prime...

Are a few examples.....
 
mrcmd187

mrcmd187

Controversy Creates Cash
BGOL Investor
D'Evils said:
The Superman and Batman IPs alone are worth too much to WB/AT&T....

They make billions just off merch...

But out of the companies mentioned...

Amazon would be a perfect fit for DC because of the existing infrastructure and resources to be an actual independent entertainment company...

Integrate DC Comics with the Kindle and it's 6 million subscribers...

All of DC's TV and Movie catalogs available on Prime for streaming....

Sell DC merch on Prime...

Are a few examples.....
Click to expand...
We all see it that way but these greedy boardroom MFs see thing way different cashing out with stock options is the new long money play for them. They careless what we want or think. They got rid of the streaming service and turned it into a comic book service and sold their catalog rights to Prime who also streams Marvel to.
 

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