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Disney Could Unload Fox RSNs If Deal Hits Regulatory Hurdles

Disney has raised its bid to acquire Fox’ media assets to $71.3B in an attempt to fend off a competing offer from Comcast, and the new bid includes potential “regulatory give-ups,” such as Disney “saying we’ll divest all of the regional sports networks, of which there are 22,” according to CNBC's David Faber. Disney could sell off the RSNs if the deal faces “significant opposition” from government authorities. The company has “really sent a message here” and “jumped to the head of the queue here before the Fox board even meets today” (“Squawk on the Street,” CNBC, 6/20). The WALL STREET JOURNAL’s Keach Hagey notes Disney’s new offer is “far higher than the price of its original deal,” which was $52.4B in stock, and surpasses Comcast’s all-cash offer of roughly $65B. Disney now would pay Fox shareholders “roughly" 50% in cash and 50% in stock. Fox in a release said the new Disney deal is “superior to the proposal” made by Comcast. Disney Chair & CEO Bob Iger also noted his company has “time on its side,” as its deal with Fox has “undergone several months of regulatory review and would presumably be approved sooner than if Comcast started the process today.” Meanwhile, Fox said that it has “decided to postpone the special meeting of shareholders it had originally scheduled on July 10 to ‘a future date’” (WSJ.com, 6/20).

POTENTIAL HOMES FOR RSNs: AWFUL ANNOUNCING’s Ken Fang wrote if Comcast or Disney decides to sell the RSNs, “perhaps the loser in the process could buy them, but that might be too simple of an answer.” CBS recently began its own OTT offering in CBS Sports HQ, but it “does not have live sports and with the network embroiled in its own corporate battle [with Viacom], it might not be in the market to make a large purchase that could reach into the billions.” Turner Sports, whose parent firm Time Warner was just acquired by AT&T, “could enter the regional sports network fray and add them to an already expansive list of properties.” One “dark horse” could be Discovery. Fang: “If Discovery wants to make a sports foothold in the U.S., what better way than to buy the Fox Sports Nets?” There is also the “potential of tech companies such as Amazon, Facebook, or Google stepping in” (AWFULANNOUNCING.com, 6/18).

WHO HAS THE EDGE? CNBC’s Julia Boorstin said, “It's not at all surprising that Disney would come back at a higher price … but I don’t think this is over yet. We could still see Comcast come back in. I've heard from multiple people that this is the kind of thing that's going to go through multiple bidding rounds.” Boorstin hinted Disney “may have the advantage” because it “already has relationships in place and Fox seems to want to continue to move forward with Disney.” CNBC’s Andrew Ross Sorkin added, “This is just the beginning.” Boorstin noted Disney is “paying a significant premium over what they originally agreed to, but the fact that they're working so closely with Fox and they fact they got this settled so quickly following the Comcast offer indicates how tightly those two companies -- both Fox and Disney -- are already working.” Sorkin: “Give Rupert Murdoch credit for creating this bidding war” (“Squawk Box,” CNBC, 6/20).

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