Follow Up: All Cash Or All Stock – The Battle Between Disney & Comcast For 21st Century Fox Assets

In a follow up to an earlier full-length piece on this same subject, the bidding war between two media titans: Comcast and Disney have intensified with the assets of 21st Century FOX clearly in the crosshairs.

The business news media outlets were all buzzing on Tuesday morning with the news that Comcast is looking to attempt a move in mergers & acquisitions known as “crashing the gate”. This maneuver involves putting together, through a variety of ways, a huge amount of cash to put a premium level bid on the table which will change the valuation of the assets involved (in this case FOX assets) to sway those involved to go with that bid over a competitive bid.

The Disney bid which has been known to the public for a while now involves an all stock proposal for the FOX assets. The shareholders of FOX would get Disney stock shares at a level commensurate with their level of involvement in FOX stock ownership. There is a formula for all stock bids of this type which I will not go into further detail, plenty of other writers have covered that component of this deal and have done amazing work in that area.

My focus is two-fold: the bids for this deal as it relates to other media acquisitions and the impact on the media industry which also relates back to the consumers. This method of “crashing the gate” that Comcast is now seeking to employ in this merger is somewhat risky. In past M&A activity it has either worked very well, or failed in spectacular fashion.

The contrasting strategy by Disney, the all stock bid, is a more traditional approach; it is an “old school” method which has a more reliable historical track record. The bid by Disney is seen as a very important acquisition in terms of content ownership in an increasingly competitive landscape.

It should be noted that Fox prefers the Disney bid because the all stock approach would be more favorable for their shareholders. The Comcast bid being all cash would create a scenario where Fox shareholders would have to pay taxes on that in the short term, which is not a desirable position for a corporation to have to pass along a tax increase to shareholders.

The backdrop to this is the impending launch of the Disney streaming app service where the company spent an immense amount of money developing the app which will be a subscription based streaming service. Disney needs the consumers to enroll in their subscription- based app in massive numbers to “break even” on the outlay of dollars they sunk into the project.

The best way to ensure the enrollment of that scale and magnitude is to have a very broad based and extensive content collection. Disney plans to pull their content off of Netflix, with whom they had a partnership to exclusively stream Disney content prior to their own app being developed. The potential acquisition of the 21st Century Fox assets would provide a huge assortment of content for Disney to feature on their new streaming service.

Comcast is trying to also stay in prime position in the race for control of content in the new landscape of the television medium today. The efforts by Comcast to pull together a reported bid of $60 billion for the FOX assets is proof of their strategic importance to the media and cable TV giant.

However, according to Reuters and other outlets, the Comcast “crash the gate” strategy has one caveat that many find curious. Comcast will only pursue the full process of acquiring the FOX assets with an all cash bid if the banking and government entities involved in the AT&T bid for Time Warner allow that merger to take place.

Some found it strange that Comcast would make this request and would be that interested in the outcome of another merger within the industry. I thought about it and realized that Comcast is adding this caveat to the proposal because they want some legal precedent for a large scale merger of this type before they go “all in” on investing time and resources into taking it through the process.

The legal team for Comcast can use the decision in the AT&T / Time Warner merger to alleviate hurdles and a protracted legal suit with government ant-trust regulators if they have a precedent to utilize in their defense. The AT&T proposed merger with Time Warner has been tied up in courts for several months with significant costs to AT&T. Comcast does not want to fall victim to the same fate.

The case for Disney could be made because of the benefits of the all stock transaction but anti-trust oversight will be certainly a factor in either transaction whether it is Comcast or Disney with the winning bid.

However, in order to relieve some of that anti-trust scrutiny, Fox announced that they will take Fox News, Fox Business, and their cable sports division comprised of channels known as FS1 and FS2 ; and they will form a separate company that will be not part of this deal with either Disney or Comcast. The new company will be a spin-off of Fox and will have shares divided up among current Fox stockholders.

In my view, I was concerned about the cable news and cable sports divisions of the company being owned by either Disney (which owns ABC and ESPN) or Comcast (which owns NBC and NBC Sports). The major sports and news divisions would be run by one single entity if that spin-off company was not created. The impact on the viewer would have been significant and created concerns about the control of news and the cost of those cable subscriptions for both news and sports programming.

It remains to be seen what Comcast would plan to do with the content it could potentially wrestle control of from Disney that would represent the assets of the former 21st Century Fox properties. Comcast does not have a streaming app, but it could bolster the VOD (video on demand) offerings for their customers with such an acquisition.

The other industry rumor is that Comcast would seek to create a platform of channels that it could package out at lower rates to their subscribers as well as put together some sort of streaming package of channels like Hulu and YouTube have released recently.

Conversely, this brings about another potential issue with the Comcast bid, that it would benefit only the subscribers to Comcast cable services and not to the rest of the public. The same could be stated for Disney with their streaming app, but the argument could be made that everyone has the opportunity to join the app, but not everyone has the ability to become Comcast customers.

The precursor to the Disney app is the ESPN+ streaming app which just launched about a month ago. I was “grandfathered” into the ESPN+ membership because I held a subscription to MLS Live to watch all the soccer games from my days of covering the New York Red Bulls and the league.

The ESPN+ app is $4.99 per month and it is a tremendous value for a sports fan in my opinion. The amount of content on the app is robust and truly impressive. The ability to live stream games, watch archived games from earlier in a season, and the access to exclusive new programming is worth the cost. The average and the die hard sports fan would have several options and the addition of NHL hockey (which ESPN does not broadcast) streaming on the service is outstanding, especially with the Stanley Cup Playoff games currently ongoing.

A report from CNN later on Tuesday refuted some earlier reports saying that the Fox news and financial news assets would be spun off separately, but the sports division (FS1 and FS2) would go to the winning bid along with the other 21st Century Fox assets. That would be of interest to Disney to gain Fox Sports portfolio to bolster the ESPN+ app service even further.

The launch of the ESPN+ app was a smart business decision by Disney because if their streaming service is going to be on par or better than the ESPN+ service, then that could be a game changer for the industry, no pun intended.

The groundwork has been laid for a bidding war and it will be interesting to see what Disney will do and how they could counter this maneuver from Comcast. The viewers have a lot at stake as the cost that you pay for content could be impacted significantly but what transpires in the next several months.

Rights Restricted: ESPN & The Bill Simmons Debacle

A big topic in the news today has been the suspension of sports journalist and commentator, Bill Simmons, by ESPN for his remarks regarding NFL Commissioner Roger Goodell. The three week suspension of Simmons by the network has drawn criticism across the mainstream media and social media networks.

 

In order to provide some background for those who might not be aware, Simmons launched headfirst into an explosive tirade filled with expletives on an internet “podcast” show that he hosts regarding Commissioner Goodell’s handling of the Ray Rice domestic abuse incident.

 

In his three minute verbal bashing of Mr. Goodell, Mr. Simmons asserts that the Commissioner saw the tape of Rice punching his then-fiancé in an Atlantic City casino elevator. He continues by stating that Goodell would “fail a lie-detector test” if it was administered to him.

 

Mr. Goodell had initially suspended Rice for 2 games, then when the tape from the elevator emerged and the NFL looked badly, he reversed the decision and suspended Ray Rice indefinitely. Many people feel that the NFL saw the tape and were trying to cover up the incident by stating that they had not seen it during the initial investigation.

 

ESPN, which televises NFL games on Monday nights and pays billions of dollars for the rights to those broadcasts, acted swiftly by suspending Mr. Simmons for his comments about Commissioner Goodell. The response to this action by ESPN has been mostly negative for the network across the media and the social media sites, particularly Twitter. There is a Twitter “hashtag” which is trending today that notes a conversation thread of a hot topic and it is: #FreeBillSimmons.

 

In addition, Bill Simmons openly dared ESPN to suspend him for his comments, which probably was not the wisest course of action.

 

Many people feel that Simmons should not have been suspended for stating what many of us feel is the truth about the Ray Rice case. The fact that ESPN has a huge contract with the NFL makes the network look like they are pandering, and that they are restricting the freedom that the Constitution provides to those in the media to speak openly about any issue.

 

Fuel to the Fire

 

My friend pointed out to me on Facebook last night as we had some dialogue on this issue that ESPN’s suspension of Mr. Simmons is much longer than the action that the network took against another commentator, Stephen A. Smith, who was suspended for one week at the beginning of the Rice scandal a few weeks ago.

 

This wide variation in the suspension lengths was reported today by the mainstream media as well. In order to provide background for those who are not aware, Mr. Smith, also employed by ESPN indicated in statements on the air during ESPN programs that women provoke men and put men in the position to hit or physically abuse them. Those statements immediately raised a public uproar and ESPN responded by suspending Smith for one week.

 

The difference in the suspension actions taken by ESPN has added fuel to the fire and has opened network executives there to extensive public scrutiny and criticism that they punished Simmons strictly because he attacked the NFL, which is their “cash cow”.

 

However, the argument can be made that what Mr. Smith intimated in his comments has far greater long term ramifications on the central issue of domestic abuse than what Mr. Simmons said during his podcast.

 

The Other Side

 

In fairness, there are still others out there in the general public that do not view what ESPN does as pure journalism. They feel that the network is strictly a sports broadcasting medium which is greatly influenced in its coverage by the corporate sponsors and the big professional sports leagues which combine to provide them with huge advertising revenues.

 

Another faction feels that Mr. Simmons should have been suspended regardless because he represents ESPN and he used several foul words in his frustrated diatribe against the NFL and its’ commissioner, Roger Goodell. This viewpoint gains strength when considering that Mr. Simmons has a significant role on the network’s NBA basketball coverage which includes several Sunday afternoon games that children and young adults watch across the country on ABC.

 

Rights Restricted

 

The fact remains that the suspension of Mr. Simmons should have been made in-line with the suspension of Stephen A. Smith, or the network should add 3 weeks to the suspension of Smith in the near future. ESPN now has an image issue that it did not expect, and that no network wants to have to deal with.

 

The majority of the American public, which happens to be the prime customer for ESPN, believes that the network acted harshly to Simmons, muzzled his Constitutional rights as a journalist, and pandered to their corporate sponsors and the NFL.  That is a big problem for ESPN at this point which they will need to somehow address.

 

Unfortunately, I have seen this situation happen to other journalists that I know, and I can understand the sentiment that the freedom of the press is hindered by corporate interests from the big conglomerations which own the networks as well as the other forms of media. It will be a part of a much larger debate brought to light by this situation with Simmons and ESPN.

 

In the end, the NFL is a multi-billion dollar industry with tremendous resources and enormous power. Their story that they did not receive the tape during their investigation into Mr. Rice seems highly unlikely. Mr. Simmons was saying what many of us already knew or thought to be true. The fact that he got suspended for being upset about the NFL’s poor handling of a horrible incident involving the abuse of a defenseless woman while Mr. Smith got a far less rigorous suspension for actually defending Ray Rice is the root problem here.

 

That decision by the executives of the network is not only what is wrong with the whole situation involving freedom of the press, it is an indictment on our society. The fact that so many people found it as troubling as I did, gives me hope that maybe our future will be better than the issues of the past several weeks.