What's Next in the Battle for Rupert Murdoch’s Media Empire

(Bloomberg) -- When Rupert Murdoch bid for full control of his European pay-TV affiliate Sky Plc in late 2016, he had little idea it would spark the media M&A battle of the decade.

Now Walt Disney Co. and Comcast Corp. are trying to buy most of the 87-year-old’s business empire, hoping his content and distribution channels will help them confront the rapidly emerging threat from Netflix Inc.

As part of the global standoff, Disney and Comcast are both vying to acquire the entertainment assets of Murdoch’s 21st Century Fox Inc. Though Disney has the edge -- with a $71.3 billion deal for the Fox properties that’s already been approved by U.S. regulators -- Comcast can still counterbid. And both Fox and Comcast are attempting to take control of Sky.

What could be on the mind of each player?

Bob Iger

• State of play: Fox’s board is backing the Disney chief executive’s offer and Fox shareholders are set to vote on the deal on July 27. U.S. regulators have said the deal can go through as long as Iger sells Fox’s 22 regional sports networks.
• Long-term goals: Iger wants the Fox assets even if Murdoch fails to clinch all of Sky, yet Sky is still part of the prize. Iger sees an opportunity to expand Disney’s direct to consumer offerings and international presence and make Disney a global entertainment company with the U.K. pay-TV operator’s 23 million customers. Disney would also get control of Hulu, the digital streaming platform it now manages jointly with Comcast, Fox and AT&T.
• Next potential moves: Iger can allow Fox to increase its bid for Sky, which will intensify a bidding war with Comcast. If there is still deadlock after 46 days, the U.K. authority can step in and announce a formal auction. If Comcast increases its bid for Fox before July 27, Iger will need to better his.

Rupert Murdoch

• State of play: Murdoch needs Disney to decide whether Fox should continue to compete with Comcast over Sky. Regulators already approved Fox’s bid for Sky, provided the company sells the satellite company’s 24-hour news channel to Disney -- an attempt to preserve media balance. Comcast currently has the higher offer for Sky.
• Long-term goals: Murdoch is keeping news and major live sports assets seen as less vulnerable to online ads and streaming. He wants to get the best price possible for the rest while minimizing the potential tax hit: Disney’s bid structure involving cash and shares may be more appealing than Comcast’s all-cash offer.
• Next potential moves: With Disney’s permission, Murdoch needs to increase Fox’s offer for Sky and get more than half of the non-Murdoch Sky shareholders to accept it, in order to acquire the broadcaster. He also needs most Fox shareholders to approve the sale of entertainment assets to Disney. Fox and Disney are prohibited from engaging with Comcast but if Comcast presents an improved offer to the board of Fox, Murdoch is likely to abstain from a vote to decide whether to engage with Comcast to deliver a better offer.

Brian Roberts

• State of play: The Comcast CEO has the winning bid so far for Sky, and the U.K. government has approved the purchase. Comcast said on July 13 it was taking its offer to Sky shareholders, giving a deadline of Aug. 22 for them to accept. Roberts must also decide whether to top Disney’s bid for the Fox assets before Fox shareholders vote on Disney’s offer.
• Long-term goals: By acquiring Fox, Roberts believes he will be able to better compete with Disney and Netflix with iconic franchises in a combined TV and film studio that would include “The Simpsons,” “Family Guy,” “Avatar” and the “X-Men.” He also wants to build local language programming and sports content globally and distribute it over Fox’s direct to consumer platforms like Sky and Hotstar.
• Next potential moves: Roberts needs to decide whether to pursue Fox and counter Disney’s recently improved offer. He has to convince Fox’s board that it could lead to a better deal for its shareholders so that the two can start talks. Roberts would then potentially need partners to take on the assets that Fox would need to sell to satisfy U.S. regulators. He might also find a way to get Iger to the table and instead agree to carving up Fox’s entertainment empire, with Comcast taking Sky and Disney taking the rest; it’s a scenario analysts are increasingly suggesting.

Makan Delrahim

• State of play: The U.S. Justice Department’s antitrust chief has his hands full. He’s appealing a decision to approve AT&T Inc.’s acquisition of Time Warner Inc. -- a move that could bear relevance to Comcast. Analysts see the appeal as a sign that Delrahim will challenge Comcast’s bid to acquire the Fox assets as well, since it too represents a telecom giant acquiring a media business.
• Long-term goals: Delrahim wants to unwind the AT&T deal and that stance could keep Comcast from counterbidding for Fox. Media and telecom analyst Craig Moffett said the Justice Department’s AT&T appeal may be “the final nail in the coffin for Comcast’s Fox chase (their pursuit of Sky is another matter).”
• Next potential moves: Winning his appeal would help redeem Delrahim’s agency after a stinging rebuke by U.S. District Judge Richard Leon, who decided the case in favor of AT&T. But the process may take months.

U.K. Takeover Panel

• State of play: This group of U.K. officials has said that whoever buys Fox’s assets -- which includes its 39 percent stake in Sky -- would have to bid for all of Sky at the same price ascribed to the Sky stake (if the rest of Sky isn’t acquired first). This ruling will affect how much Disney and Comcast are willing to bid for the Fox bundle: the higher they go, the more they would have to pay for all of Sky. The Sky value set by the panel would effectively set a floor price for the current bidding for the pay-TV company.
• Long-term goals: The panel aims to treat all shareholders fairly in takeover scenarios. They’ve been enforcing what’s known as the chain principle, which mandates a full takeover bid for a company if a buyer acquires more than 30 percent of its shares, even if those shares are acquired as part of a larger deal. This is the case with Disney and Comcast buying Fox’s stake in Sky.
• Next potential moves: The panel ruled July 13 that Disney’s increased offer for the Fox assets -- a bump of 35 percent to $71.3 billion -- would also require a bump in the mandatory bid price for Sky to 14 pounds per share (that’s the same price Fox offered for Sky in its latest bid). If Comcast further increases its offer for Fox, the panel could also rule that it must bid higher for Sky.

--With assistance from Joe Mayes.

To contact the reporters on this story: Anousha Sakoui in Los Angeles at asakoui@bloomberg.net;Thomas Pfeiffer in London at tpfeiffer3@bloomberg.net

To contact the editors responsible for this story: Rebecca Penty at rpenty@bloomberg.net, Nick Turner

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