The Walt Disney Co. unveiled Thursday a deal to acquire most of Twenty-First Century Fox Inc.’s assets in an all-stock transaction valued at around $52.4 billion. The mega-deal, which combines two of the world’s largest entertainment companies, has generated work for a dozen Am Law 100 and Global 100 firms.
Skadden, Arps, Slate, Meagher & Flom; Hogan Lovells; Simpson Thacher & Bartlett; Cleary Gottlieb Steen & Hamilton; and Allen & Overy have all grabbed roles advising 21st Century Fox in the deal. Walt Disney, whose longtime general counsel Alan Braverman is one of the country’s highest-paid in-house lawyers, has turned to an outside legal team led by Cravath, Swaine & Moore; Macfarlanes; Covington & Burling; and Cleary Gottlieb, the latter of which is advising both companies on the landmark transaction.
Weil, Gotshal & Manges is advising The Goldman Sachs Group Inc. in its role providing a bridge loan commitment of up to $9 billion to help finance the deal, which is valued at $66.1 billion when including $13.7 billion in 21st Century Fox debt. Both companies expect their combination—one predicted nearly two decades ago on an episode of “The Simpsons”—to close within the next year. As part of the deal, 21st Century Fox will spin off to its shareholders a portfolio of its highly-rated news, sports and broadcast businesses to create a new “Fox.”
Disney itself will acquire a selection of 21st Century Fox’s film and television studios, cable channels (such as FX and National Geographic) and international television businesses as the proposed acquirer bolsters its content, technology and international footprint in order to better position itself against increased competition in the entertainment industry from technology companies like Amazon.com Inc., Netflix Inc. and other streaming services.
Disney, which turned to Skadden to advise on its $4 billion buy in late 2012 of the Lucasfilm Ltd. and “Star Wars” film franchise, is now poised to also pick up 21st Century Fox characters from “Avatar,” “The Fantastic Four,” “X-Men,” and, of course, “The Simpsons.” The proposed deal also gives Disney a controlling stake in Hulu LLC after the acquirer assumes control of 21st Century Fox’s minority stake in the streaming service.
Not a part of the deal are Fox News or its Fox broadcast channels, including FS1, FS2 and the Fox Business Network, which will all be spun off into a new publicly traded media company focused on news and sports. Skadden took the lead several years ago for Rupert Murdoch’s News Corp. on a separation of his media empire into a publishing-focused company and another unit containing its more lucrative media and entertainment assets. (Antoinette Bush, a former head of Skadden’s communications group, was hired by News Corp. in 2013 as its global head of government affairs.)
Disney also turned to Skadden last year to advise on its roughly $1 billion buy of a 33 percent stake in BamTech, a streaming service spun-off from Major League Baseball. That deal signaled an effort by the so-called House of Mouse to enter the already crowded streaming market by launching its own direct-to-consumer service.
Skadden, which earlier this week nabbed a key role advising Westfield Corp. Ltd. on its roughly $25 billion mall industry mega-merger with Unibail-Rodamco SE, is serving as lead counsel to 21st Century Fox on its deal with Disney. The firm, along with Allen & Overy and Simpson Thacher, is also advising 21st Century Fox on its nearly $15 billion takeover bid for British satellite broadcaster Sky plc. That deal is expected to close by June 30, 2018, according to 21st Century Fox, and Disney is now poised to assume control of Sky.
Taking the lead for 21st Century Fox on its proposed sale to Disney are Skadden M&A partners Howard Ellin and Brandon Van Dyke; tax partners Steven Matays and Gavin White; antitrust and competition partner Clifford Aronson; and executive compensation and benefits partner Regina Olshan.
Allen & Overy is serving as U.K. corporate and antitrust counsel to 21st Century Fox through antitrust co-head Antonio Bavasso, merger clearance partner Dominic Long and M&A partners David Broadley, Seth Jones and Simon Toms. Cleary Gottlieb partners George Cary and Kenneth Reinker are advising 21st Century Fox on U.S. antitrust matters.
Simpson Thacher has picked up a role advising 21st Century Fox with respect to the financing of its spin-off of certain assets, with its global banking and credit practice head Patrick Ryan and Joe Kaufman taking the lead for the firm. Viet Dinh, a founding partner of Washington, D.C.-based boutique Bancroft until its absorption last year by Kirkland & Ellis, serves as an independent member of the board of directors at 21st Century Fox.
Fried, Frank, Harris, Shriver & Jacobson is advising Goldman Sachs and Centerview Partners LLC in their roles as financial advisers to 21st Century Fox. Corporate partners Philip Richter and Warren de Wied, as well as tax partner Michael Alter, are leading a team of Fried Frank lawyers working on the matter.
The Weil legal team representing Goldman Sachs in its role as financier for 21st Century Fox’s spin-off of sports, news and broadcast assets is being led by banking and finance partner Morgan Bale. Other Weil lawyers working on the matter include capital markets partner Corey Chivers, M&A partner Raymond Gietz, tax partner Helyn Goldstein, litigation partner Miranda Schiller, regulatory partner Theodore Posner, technology and IP transactions partner Jeffrey Osterman, antitrust partner Jeff White and environmental counsel John O’Loughlin.
Hogan Lovells, another longtime legal adviser to Murdoch-owned businesses, is counseling 21st Century Fox with a team led by partner Ira Sheinfeld, a longtime tax adviser to News Corp. Other Hogan Lovells lawyers working on the transactions include partners Amy Freed, Lillian Tsu, Keith Flaum, Alex Johnson, Martha Steinman, Phil Altman, Jeff Tolin and Joseph Rackman. (Flaum joined Hogan Lovells earlier this year from Weil.)
Faiza Saeed, an M&A rainmaker at Cravath elected last year as the firm’s new leader, subsequently took the lead for Time Warner on its $85.4 billion cash-and-stock sale to AT&T Inc. That deal, announced in October 2016, is now the subject of an antitrust suit filed by the U.S. Department of Justice in November seeking to block the transaction.
Saeed is now heading a Cravath team representing Disney that includes fellow corporate partner Eric Schiele, tax partners Stephen Gordon and Lauren Angelilli and executive compensation and benefits matters partner Jonathan Katz. (Cravath also picked up a role Thursday advising Mexico’s Becle SAB de CV, the parent company of the Jose Cuervo tequila brand, on its $205 million acquisition of the Pendleton Whisky brand from Hood River Distillers Inc.) Macfarlanes is providing U.K. corporate counsel to Disney through a team led by London-based partner Graham Gibb.
Cleary Gottlieb partner Maurits Dolmans and counsel David Little are working with Covington & Burling antitrust co-chair Thomas Barnett and partners Anne Lee, Kevin Coates and Miranda Cole in advising Disney on European Union antitrust matters related to its proposed purchase of the bulk of 21st Century Fox. Coates joined Covington’s Brussels office last year. Tim Kyle, a director with Greenwoods & Herbert Smith Freehills in Sydney, is serving as Australian tax counsel to Disney on the deal.
Debevoise & Plimpton corporate partners William Regner and Jeffrey Rosen are representing Guggenheim Securities LLC and JPMorgan Securities Inc. in their role as financial advisers to Disney on the transaction. The combination between Disney and 21st Century Fox comes at an uncertain time for antitrust enforcement in the new Trump administration.
President Donald Trump, during last year’s presidential campaign, said he would seek to block AT&T’s acquisition of Time Warner. But on Thursday, Trump reportedly called Murdoch to congratulate the media mogul on his deal with Disney.
Williams & Connolly of counsel Gerson Zweifach was hired by Murdoch in late 2011 to serve as general counsel for News Corp. prior to its split. Zweifach stepped down from that role in 2015 to make way for David Pitofsky, as Zweifach remained general counsel and chief compliance officer for 21st Century Fox. Like Disney’s Braverman, for the past several years, Zweifach has been one of the country’s highest-paid in-house lawyers.