or


[12/14/17 - 04:13 AM]
21st Century Fox to Spin off Businesses and Create New "Fox"; a Growth Company Centered on Live News and Sports Brands and the Iconic Fox Brand
The new "Fox" will include iconic branded properties Fox News Channel, Fox Business Network, Fox Broadcasting Company, Fox Sports, Fox Television Stations Group, and sports cable networks FS1, FS2, Fox Deportes and Big Ten Network (BTN).

[via press release from 21st Century Fox]

21st Century Fox to Spin off Businesses and Create New "Fox"; a Growth Company Centered on Live News and Sports Brands and the Iconic Fox Brand

New "Fox" to Include Fox News, Fox Business, Fox Sports, Fox Broadcasting Company, Fox Television Stations Group, FS1 and FS2, Fox Deportes and Big Ten Network

Remaining 21st Century Fox Businesses to Combine with Disney as Part of Separate Transaction Announced Today

NEW YORK -- Twenty-First Century Fox, Inc. ("21st Century Fox" or the "Company" - NASDAQ: FOXA, FOX) today announced that it intends to spin off to 21st Century Fox shareholders a portfolio of its highly-rated news, sports and broadcast businesses to create a new "Fox," which will be a growth company centered on live news and sports brands, anchored by the strength of the Fox Network.

The new "Fox" will include iconic branded properties Fox News Channel, Fox Business Network, Fox Broadcasting Company, Fox Sports, Fox Television Stations Group, and sports cable networks FS1, FS2, Fox Deportes and Big Ten Network (BTN). It will also include the Company's studio lot in Los Angeles and equity investment in Roku.

The new Fox will house the #1 cable news channel in the country, the most watched business news channel, and a stations group that is present in 9 out of the 10 largest metro areas in the U.S. Its broadcast and cable sports brands will have coveted, long-term sports rights to the NFL, MLB, World Cup soccer and NASCAR. The new Fox will have a strong financial profile, supported by peer-leading growth and differentiated free cash flow generation, and will be positioned to continue to deliver consistent growth driven by affiliate rate increases, retransmission growth and strong advertising demand for its live content and entertainment product.

21st Century Fox Executive Chairman Rupert Murdoch said: "The new Fox will draw upon the powerful live news and sports businesses of Fox, as well as the strength of our Broadcast Network. It is born out of an important lesson I've learned in my long career in media: namely, content and news relevant to viewers will always be valuable. We are excited by the possibilities of the new Fox, which is already a leader many times over."

In addition to the spin-off, 21st Century Fox today separately announced that the Company has entered into a definitive agreement to combine the rest of its businesses with Disney (NYSE: DIS), including the Company's film and television studios, cable entertainment networks and international TV businesses.

Combining with Disney are 21st Century Fox's critically acclaimed film production businesses including Twentieth Century Fox, Fox Searchlight and Fox 2000, which together offer diverse and compelling storytelling businesses and are the homes of Avatar, X-Men, Fantastic Four and Deadpool, as well as The Grand Budapest Hotel, Hidden Figures, Gone Girl, The Shape of Water, and The Martian - and its storied television creative units, Twentieth Century Fox Television, FX Productions and Fox21, who have brought The Americans, This Is Us, Modern Family, The Simpsons, and so many more hit TV series to viewers across the globe. Disney will also acquire FX Networks, Fox Sports Regional Networks, Fox Networks Group International, Star India, and 21st Century Fox's interests in National Geographic Partners, Hulu, Sky, Tata Sky and Endemol Shine Group. 21st Century Fox remains committed to completing its proposed acquisition of the shares in Sky it does not own, and anticipates that the acquisition of Sky will close by June 30, 2018.

Mr. Murdoch continued: "As a result of the transformative transactions proposed today, we are paving the way for the new Fox, as well as a better Disney, to chart a course across a broad frontier of opportunity. We have always made a commitment to deliver more choices for customers; provide great storytelling, objective news, challenging opinion and compelling sports. Through today's announcements we are proud to recommit to that promise and enable our shareholders to benefit for years to come through ownership of two of the world's most iconic, relevant, and dynamic media companies. They will each continue to be leaders in creating the very best experiences for consumers."

New Fox Assets

Fox's assets will include:

Fox News Channel (FNC): 24-hour all-encompassing news service dedicated to delivering breaking news as well as political and business news. FNC has been the #1 cable news channel in the country for 63 straight quarters, and more recently has been the #1 basic cable network. FNC is available in approximately 90 million homes and dominates the cable news landscape, routinely notching the top ten programs in the genre.

Fox Broadcasting Company (FOX): home to some of the highest-rated and most acclaimed series on television as well as the most sought after sports properties. FOX is viewed by nearly 100 million households each month, airing 15 hours of primetime programming a week, as well as major sporting events and Sunday morning news. Through the FOX NOW app, FOX viewers can watch full episodes of their favorite FOX shows on a variety of digital platforms, while enjoying enhanced interactive and social capabilities around those shows.

Fox Business Network (FBN): financial news channel delivering real-time information across all platforms that impact both Main Street and Wall Street, Fox Business Network has been the #1 business network for 4 consecutive quarters. FBN launched in October 2007 and is available in more than 80 million homes in major markets across the United States. The network has bureaus in Chicago, Los Angeles, Washington, DC and London.

FOX Television Stations Group: one of the nation's largest owned-and-operated network broadcast groups, comprising 28 stations in 17 markets and covering over 37% of U.S. television homes. This includes a presence in nine out of the 10 largest metro areas in the U.S. including seven duopolies in the top 10 markets: New York, Los Angeles, Chicago, Dallas, San Francisco, Washington, D.C. and Houston; as well as duopolies in Phoenix, Minneapolis, Orlando and Charlotte.

FS1 and FS2: FS1 is a popular sports cable network launched in 2013 in approximately 90 million homes boasting nearly 5,000 hours of live event, news and original programming annually. FS1 has several pillar sports: college basketball and football, MLB, NASCAR, NFL (ancillary programs), international soccer, Bundesliga, UFC, Premier Boxing Champions (PBC) and USGA. Major events televised on FS1 include the U.S. Open, MLB Postseason, the FIFA 2018 and 2022 World Cup and the FIFA Women's World Cup in 2019. FS2 was founded in 2013 and is focused on extreme sports, including skateboarding, snowboarding, wakeboarding, motocross, surfing, mixed martial arts, BMX and FMX. FS2 is available in approximately 50 million homes.

Big Ten Network: the first internationally distributed network dedicated to covering America's most storied collegiate conferences. Covering over 1,000 sporting events each year, including football, basketball, Olympic sports and championship events and award-winning original programming, in-depth studio analysis and classic games. The network is in approximately 50 million homes across the United States and Canada, including carriage by all the major video distributors.

New Fox Financial Information

Using Fiscal 2017 as a base, Fox is expected to have annual revenue of approximately $10 billion and EBITDA of approximately $2.8 billion. The Company will have an investment grade balance sheet conservatively levered with a maximum of $9 billion of new gross debt or under 3x net leverage on day one. Following the spin-off, Fox expects to continue to pay shareholders a strong regular dividend, with the initial rate to be determined prior to the completion of the spin-off.

Additional Transaction Details

The spin-off transaction will be taxable to 21st Century Fox, but not to its shareholders. The new Fox will receive a step-up in its tax basis commensurate with the amount of the corporate tax relating to the spin-off that will generate annual cash tax savings over the next 15 years.

Prior to completion of the spin-off, new Fox will pay an $8.5 billion cash dividend to 21st Century Fox, representing an estimate of such tax liability. If the final tax liability of 21st Century Fox is less than such amount, the first $2 billion of that adjustment will be made by a net reduction in the amount of the cash dividend to 21st Century Fox from new Fox. The amount of such tax liabilities will depend on several factors, including tax rates in effect at the time of closing as well as market values of Fox following the closing.

Upon closing of the spin-off transaction, 21st Century Fox's shareholders would receive one share of common stock in new Fox for each same class 21st Century Fox share currently held. Following the separation, new Fox would maintain two classes of common stock: Class A Common and Class B Common Voting Shares. Details of the spin-off transaction distribution will be included in the registration statement that will be filed with the Securities and Exchange Commission.

As part of the definitive agreement with Disney announced today, 21st Century Fox shareholders will receive 0.2745 Disney shares for each 21st Century Fox share in the merger. The per share consideration is subject to adjustment up or down for certain tax liabilities arising from the spinoff and other transactions related to the acquisition. Terms of the transaction call for Disney to issue approximately 515 million new shares to 21st Century Fox shareholders, representing approximately a 25 percent stake in Disney on a pro forma basis. The transaction values the merged 21st Century Fox business at $28 per share using a reference Disney share price of $102 and at nearly $30 per share based on Disney's closing share price on December 13, 2017. This equates to a total enterprise value of approximately $69 billion.

The merger is subject to customary conditions, including regulatory and shareholder approval.

Advisors

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.

Conference Call Details

21st Century Fox senior executives will host a conference call this morning, Thursday, December 14, 2017 at 9:00am (New York) to discuss the creation of new "Fox" and the merger of certain assets with Disney for analysts and investors. Reporters are invited to join the call on a listen-only basis.

CALL DETAILS: Live teleconference dial-in numbers: United States: +1 (800) 230-1092 International: +1 (612) 288-0329 Passcode: FOX Teleconference Replay dial-in numbers: United States: +1 (800) 475-6701 International: +1 (320) 365-3844 Passcode: 439113

The webcast will be broadcast on the Company's investor relations website: www.21cf.com/investor-relations

Transcript of the presentation will also be made available shortly after the call, accessible via the same link.

About 21st Century Fox

21st Century Fox is one of the world's leading portfolios of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, Star India, 28 local television stations in the U.S. and more than 350 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent ownership interest in Endemol Shine Group. The Company also holds approximately 39.1 per cent of the issued shares of Sky, Europe's leading entertainment company, which serves nearly 23 million households across five countries. For more information about 21st Century Fox, please visit www.21CF.com.





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