Disney’s Bob Iger Hails “A Historic Day For Our Company” Following Fox Deal Close, Stresses Challenges Of Merging the Units

Read on: Deadline.

Shortly after the Disney’s $71.3 billion acquisition of Fox assets officially closed at 12:02 AM ET Tuesday, the deal’s architect, Disney CEO Bob Iger, sent an internal memo to the incumbent and newly added company employees titled “A…

Disney Finally Closes Its $71.3 Billion Acquisition of 21st Century Fox

Read on: TheWrapTheWrap.

At long last, Disney has completed its $71.3 billion acquisition of 21st Century Fox’s film and TV assets.

With the deal wrapped up, Disney will take over ownership of 20th Century Fox film and TV studio, cable networks FX, FXX and National Geographic, and certain cable and international television assets. Disney also acquires Fox’s 30 percent stake in Hulu, giving it majority control. The new assets should strengthen Disney’s position as a content behemoth, especially as it launches Disney+ later this year, its own streaming competitor to Netflix.

“This is an extraordinary and historic moment for us–one that will create significant long-term value for our company and our shareholders,” Disney CEO Bob Iger said. “Combining Disney’s and 21st Century Fox’s wealth of creative content and proven talent creates the preeminent global entertainment company, well positioned to lead in an incredibly dynamic and transformative era.”

Meanwhile, what’s left of 21st Century Fox will be a portfolio of news, sports and broadcast businesses formed into a new company called Fox Corporation. These include Fox News Channel, Fox Business Network, Fox Broadcasting Company, Fox Sports (including cable networks FS1, FS2, Fox Deportes and Big Ten Network) and its local TV stations. That new company debuted on the NASDAQ Stock Market on Tuesday under the symbol “FOXA.”

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Disney will now have to start what figures to be an arduous process of merging the two giant companies, which is expected to result in massive layoffs. The company has already set some of its senior leadership under the new structure, which include Peter Rice and Dana Walden coming over from Fox.

Walden will serve as chairman of the newly-named Disney Television Studios, which encompasses ABC Studios, ABC Signature, 20th Century Fox TV and Fox 21. Under Walden, John Landgraf and Gary E. Knell will serve as chairmen of FX and Nat Geo Partners, respectively, while Ben Sherwood, the co-chair of Disney Media Networks and the president of the Disney-ABC Television Group, will leave the company.

On the film side, Emma Watts, as well as several other Fox film executives, will make the move to Disney’s studio entertainment management team. Watts will report directly to Disney studio head Alan Horn and will serve as vice chairman for 20th Century Fox Film and president of production at Fox. Nancy Utley and Stephen Gilula will stay on as co-chairmen for Fox Searchlight and will also report directly to Horn, along with Elizabeth Gabler, who will serve as president of production at Fox 2000. Current Fox film CEO Stacey Snider will not be joining the new company; many in the industry believe she’s a candidate to eventually take over Warner Bros. following the sudden exit of CEO Kevin Tsujihara on Monday.

During its annual shareholder meeting on March 7, Iger confirmed they’ll keep the Fox name on at least some of its newly-acquired assets. “We will continue to make the movies under the Fox brand and Fox Searchlight brand. FX will keep its name too.”

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The acquisition of Fox’s film studio also means that key Marvel properties — including the X-Men, Deadpool and Fantastic Four — are finally back under Marvel Studio’s control, as the comic book powerhouse charts its course after next month’s “Avengers: Endgame.” That film is widely expected to be the last movie for some of the Marvel Cinematic Universe’s key actors including Chris Evans and Robert Downey Jr.

Other key Fox properties that Disney now owns include the “Avatar” and “Alien” franchises, and TV series “The Simpsons” and “Family Guy.”

Hulu will become part of Disney’s three-pronged effort in the streaming arena, to go along with the upcoming Disney+ and the sports offering ESPN+, which launched last April and has already surpassed 2 million paid subscribers. Hulu figures to be the home for most of the Fox programming assets that don’t fit under Disney’s family-friendly brand. This will be the first the streaming service is majority owned by a single company, with Comcast and WarnerMedia collectively owning the other 40 percent (though both are launching their own streaming services within the next two years).

Disney is expected to formally unveil its plans for Disney+ at an April 11 Investor Day event at its Burbank studio.

Disney now has 90 days to find a buyer for the 22 regional sports networks it gained from Fox, which was part of its agreement with the Department of Justice to sign off on the deal. Known bidders for the networks include MLB, Amazon, TEGNA and Sinclair Broadcasting. Disney already sold one of them, when the New York Yankees — along with Amazon and Sinclair – reportedly agreed to buy the YES Network.

Fox and Disney had originally agreed on a $54.2 billion all-stock deal in Dec. of 2017, before Comcast offered an unsolicited bid in an attempt to outflank Disney, which eventually upped its offer by almost $20 billion in a cash-stock split. Fox’s stake in European pay-TV company Sky PLC was supposed to be part of the deal, but Comcast ended up out-bidding Fox for control of the company. Fox, with Disney’s sign-off, eventually sold its stake to Comcast.

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Disney’s Acquisition of Fox Expected to Close Next Week

Read on: TheWrapTheWrap.

We finally have a date for Disney’s official takeover of most of 21st Century Fox’s film and TV assets: The media landscape’s latest megadeal should officially close next Wednesday.

“The acquisition is expected to become effective at 12:02 a.m. Eastern Time on March 20, 2019,” Disney said Tuesday a media release.

The head’s-up to reporters was actually part of an announcement stating that Disney expects “No further extension of exchange offers and consent solicitations” tied to the acquisition. The real news was buried in the middle of the fifth paragraph.

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Earlier this month, Disney chief Bob Iger said the agreement would be consummated “soon.” The companies had been shooting to get all regulatory approvals cleared in the first quarter of 2019, but technically had until the end of Q2.

The Hollywood-shaking deal was first announced back in December 2017. At the time, the Walt Disney Company’s takeover of much of 21st Century Fox was a bargain at $52.4 billion in stock. Enter Comcast and cue a subsequent bidding war, and the purchase price eventually skyrocketed all the way to $71.3 billion in cash and stock. Comcast’s offer was $65 billion in cash.

For all that dough and those DIS shares, the Mouse House will take in almost everything Fox owns, with notable exceptions including news, sports and the Fox broadcast channel. Disney also does not get Fox’s studio lot, but it has a long-term lease on the property.

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Disney Boss Bob Iger Says 20th Century Fox Will Continue to Make Films Under Its Own Brands

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Disney Boss Bob Iger Says 20th Century Fox Will Continue to Make Films Under Its Own Brands

Read on: TheWrapTheWrap.

Major questions still loom as Disney prepares to close its multi-billion dollar acquisition of Fox’s film and TV assets. Such as, what structure will the studio take? And will Disney continue to operate Fox’s film assets as is, or rebrand the studio that has been around for more than 80 years?

Disney CEO Bob Iger took a step toward answering some of those questions on Thursday during the company’s annual shareholder meeting in St. Louis, Missouri.

He said the Fox brand will remain intact, and that Mouse House plans to continue releasing 20th Century Fox films.

“The company itself will be The Walt Disney Co., but there will still be companies, especially on the movie side, with the Fox name,” Iger said during the meeting, which Disney live-streamed. “We will continue to make movies under the Fox brand and Fox Searchlight brand. And FX, which isn’t Fox, but sounds like it will keep its name.”

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Iger’s comments provide a little more detail behind how Disney plans to incorporate and operate the film and TV entertainment assets acquired from Fox in its $71.3 billion deal.

During the Disney quarterly earnings conference call with the Wall Street community in February, Iger said that despite Disney’s PG-rated, family-friendly identity, the studio plans to continue in the business of making R-rated movies like Fox’s “Deadpool” and “Logan.”

And the studio will certainly want to keep up production at Fox Searchlight, which has been a staple in awards races while also producing some successful indie films at the box office, such as last year’s “The Favourite.”

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At the time of Disney’s February conference call, Iger noted the popularity of the films Fox makes, saying that it will be important for Disney that they clearly brand and market them.

Iger also said during Disney’s shareholder meeting that the Fox acquisition does not include Fox’s studio lot, but that Disney has a lease agreement to use the lot and sound stages “for a really long time.”

Disney and Fox shareholders voted in July 2018 to approve the $71.3 billion bid to buy the lion’s share of Fox’s entertainment assets. The deal, Iger said during the meeting, is expected to close “soon.” Disney previously had been promising a first half of 2019 close. Executives and rank and file employees at Fox have been in a state of uncertainty about their futures since the two companies agreed to the deal.

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In October of last year, Disney laid out plans detailing which executives would make the move from Fox over to the Mouse House.

Emma Watts will report directly to Disney studio head Alan Horn and will serve as vice chairman for Twentieth Century Fox Film and president of production at Fox. Nancy Utley and Stephen Gilula will stay on as co-chairmen for Fox Searchlight and will also report directly to Horn, along with Elizabeth Gabler, who will serve as president of production at Fox 2000.

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Bob Iger Says Disney Dealt With Joy Behar and Jimmy Kimmel’s Past Blackface ‘Privately’

Read on: TheWrapTheWrap.

Disney CEO Bob Iger said that the company “chose to deal with privately” with the past incidents of current Disney employees Jimmy Kimmel and Joy Behar darkening their skin, both of which have resurfaced in recent months.

Those issues were brought up at Disney’s annual shareholder meeting on Thursday by the National Center for Public Policy Research’s Justin Danhof. He asked Iger to comment on the two’s history — Kimmel wore dark makeup when playing NBA Hall of Famer Karl Malone and Oprah Winfrey on “The Man Show,” while Behar attended a Halloween party in the 1970s dressed as a “beautiful African woman.”

Danhof asked Iger if they’re “held to a different standard than politicians and newscasters because they are comedians?” Here was Iger’s response: “The specific incidents that you raised, we chose to deal with privately. We did not feel that it required any particular comment. And nor do we have anything to say about what actions we may have taken in that regard.”

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The National Center for Public Policy Research is an organization that says it provides “the conservative movement with a versatile and energetic organization capable of responding quickly and decisively to fast-breaking issues.” Dunhof is the director of its Free Enterprise Project, which focuses on shareholder activism and the confluence of big government and big business.

Last month, conservative critics called out Kimmel, along with fellow late-night host Jimmy Fallon, for not making jokes about Virginia Gov. Ralph Northam, who gained national attention for his admission that he dressed up in blackface in the 1980s. Those critics pointed to Kimmel’s past on “The Man Show” as a reason for why he remained silent.

Also last month, the old photo of Behar resurfaced as well. Behar had previously addressed it on a 2016 taping of “The View.”

“We obviously take situations like this very seriously,” Iger continued. “We’ve taken swift action as a company at any point when we feel the behavior of someone that works for us is a discredit to our company, themselves, people who work for us, our customers, our society. And we’ve got a great track record there. And this particular incident – when we chose to deal with it as a private matter.”

You can listen to the full back-and-forth between Iger and Dunhof here.

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Disney Shareholders Approve Executive Pay And Hear New Details On Streaming, Fox Acquisition, Film Slate

Read on: Deadline.

Disney shareholders today approved compensation packages of chairman and CEO Bob Iger and other executives, with just 57% voting in favor.
The vote, which was narrow but marked a reversal of last year’s rebuke by shareholders, punctuated the 90-m…

Disney Cuts CEO Bob Iger’s Total Pay By $13.5M As Fox Merger Watch Continues

Read on: Deadline.

Disney has adjusted the compensation of CEO Bob Iger to account for when a new contract is set to begin, which, like most things at the company lately, is contingent on the close of the acquisition of 21st Century Fox.
In an SEC filing, the company sai…

Bob Iger Backs Peter Rice & Dana Walden After Fox Execs Slammed In ‘Bones’ Arbitration Award

Read on: Deadline.

A stunning and already contested $179 million arbitration award in the Bones profit participation lawsuit may ripped into Fox’s Peter Rice and Dana Walden today. But, the CEO who is about to formally become their new boss just did the Hollywood equival…

Bob Iger Stands by New Disney-ABC Execs Peter Rice, Dana Walden After ‘Bones’ vs Fox Judgment

Read on: TheWrapTheWrap.

Disney CEO Bob Iger is standing by Peter Rice and Dana Walden after the future Disney TV executives were called out in the $179 million-profit participation judgment that Fox was hit with over profits from the 2005-17 series “Bones.”

“Peter Rice and Dana Walden are highly respected leaders in this industry, and we have complete confidence in their character and integrity,” Iger said in a statement after the $179 million judgment was disclosed on Wednesday. “Disney had no involvement in the arbitration, and we understand the decision is being challenged and will leave it to the courts to decide the matter.”

Earlier this month, an arbitrator hit 21st Century Fox with a $179 million judgment — one of the largest rulings of its kind in television history — in a long-running legal battle over profits from the series “Bones.”

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In a 66-page summary of his ruling issued earlier this month by made public on Wednesday, arbitrator Peter Lichtman found that Fox had committed “breach of contract, fraud, and tortious interference with contract” in offering profit participation on the mystery procedural, which ran on the Fox broadcast network from 2005 and 2017 and was also produced by the company’s in-house TV studio.

Lichtman further called out 21st Century Fox president Peter Rice, current Fox TV CEO and soon-to-be ABC exec Dana Walden, and Fox TV chairman Gary Newman (who will be leaving the network soon himself), whom Lichtman said “appear to have given false testimony in an attempt to conceal their wrongful acts.”

Rice and Walden are set to lead Disney-ABC’s TV networks and studio after Disney closes its acquisition of 21st Century Fox’s film and TV assets in the coming months.

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In addition to a finding of actual damages, the arbitrator awarded $128 million in punitive damages, which he wrote “is reasonable and necessary to punish Fox for its reprehensible conduct and deter it from future wrongful conduct.”

Fox is seeking to have those punitive damages voided, arguing the arbitration agreement did not allow for the arbitrator to award punitive damages. 21st Century Fox has hired top defense attorney Daniel Petrocelli and filed a motion today in Los Angeles to dispute that point of Lichtman’s ruling.

For more about the ruling against Fox, click here.

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Barry Diller Says Netflix Has Conquered the Studios: ‘Hollywood Is Now Irrelevant’

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Former Paramount and Fox chief Barry Diller believes Netflix has toppled the old studio guard that has ran show business for decades, saying that “Hollywood is now irrelevant.”

“Hollywood is now irrelevant,” Diller told Kara Swisher on the latest Recode Decode podcast. Diller said the industry was long run by six movie companies — Disney, Universal, Warner Bros. Paramount, Columbia and 20th Century Fox — that were capable of acquiring any major competitors. That’s now changed, with tech giants like Netflix and Amazon moving into the space. “For the first time, they ain’t buying anything. Meaning they’re not buying Netflix. They are not buying Amazon,” Diller said.

“In other words, it used to be if you could get your hands on a movie studio, you were sitting at a table with only five other people,” Diller continued. “And so that table dominated media worldwide. That’s over.”

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The ex-entertainment exec and current chairman of InterActive Corp said that all of the major studios are going to make a “play” for streaming viewers, but “those who chase Netflix are fools.”

Netflix reported last month that it added nearly 9 million customers to close the fourth quarter of 2018 — a company record for a single quarter — bringing its global subscriber count to 139 million.

Diller added that Amazon, which is able to combine its video service with several other perks for its Prime customers, is playing a different game than traditional studios are able to play. Amazon’s business model is a foreign concept to Hollywood, which has always focused strictly on how to “entertain the folks,” Diller said.

Despite Diller’s warning, a few heavy hitters are preparing to launch new streaming services in 2019. Disney is set to debut Disney+, its streaming answer to Netflix, later this year, while Apple, after signing deals with several stars, including Jennifer Aniston and Steven Spielberg, is readying its own content push.

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Diller lauded Disney CEO Bob Iger as a “super executive,” but said he only believes Disney+ will do “okay.” As for Apple, Diller said they’re “prancing around” and haven’t fully committed to taking on Netflix.

“They’ll get some subscribers. But to chase … Netflix has won this game. I mean, short of some existential event, it is Netflix’s [game],” Diller said. “No one can get, I believe, to their level of subscribers, which gives them real dominance.”

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Ron Miller, Former Disney CEO and Walt’s Son-in-Law, Dies at 85

Read on: TheWrapTheWrap.

Ron Miller, who served as president and CEO of The Walt Disney Company, has died at age 85 in Napa, Calif., the company confirmed on Saturday.

Miller, an Army veteran and star athlete at USC who played for the Los Angeles Rams, came to the company by way of his wife, Diane Disney, the daughter of company founder Walt Disney.

He served as a producer on 1960s and ’70s films like “Son of Flubber,” “That Darn Cat!” “Pete’s Dragon” and “Escape to Witch Mountain” — and helped drive the innovative computer animation in the 1982 sci-fi thriller “Tron.”

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In 1978, he was named president of Walt Disney Productions and then promoted to CEO in 1983. He led the creation of Walt Disney Home Video, Touchstone Pictures and The Disney Channel but was ousted the following year by the company’s board in favor of a triumvirate of leaders in Michael Eisner, Frank Wells and Jeffrey Katzenberg.

Most recently, Miller served as president of the board of directors at The Walt Disney Family Museum and owner of Silverado Vineyards which he founded with Diane Disney Miller, who died in 2013.

“Everyone at The Walt Disney Company is deeply saddened by the passing of Ron Miller,” current Disney chairman and CEO Bob Iger said in a statement. “His life and legacy are inextricably linked with our Company and the Disney family because he was such a vital part of both, as our CEO and Walt’s son-in-law.

“Few people had Ron’s understanding of our history, or a deeper appreciation and respect for our company, and he shared it generously with anyone who wanted to know more,” he said. “I was fortunate to have known him, and even luckier to have called him a friend. My thoughts and prayers are with his family.”

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Disney Says ‘Captain Marvel’ Will Be First Pic Held Back From Netflix, Expects $150M Profit Hit In 2019

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Captain Marvel, which comes out March 8, will be the first title held back from Netflix and instead ticketed for Disney+, the high-profile streaming service coming by the end of 2019…

Disney CEO Bob Iger Pay Raises 80 Percent to $65.6 Million

Read on: TheWrapTheWrap.

Walt Disney Co. Chief Executive Bob Iger saw his total annual compensation jump to $65.6 million during 2018, according to the company’s latest filing with the Securities and Exchange Commission.

Iger is soon to be even more powerful this year as Disney looks to finalize its $71.3 billion deal to acquire the majority of Fox’s film and TV entertainment assets. The CEO, who oversaw the studio’s massive $7 billion year at the global box office, earned $36.3 million in  2017 and $43.9 million the year before that.

Disney earned $12.6 billion in total income during fiscal 2018, which was up 40 percent compared with the company’s $9.0 billion in net income during the prior year. And the media and entertainment giant reported that its earnings per share rose 47 percent during the year to $8.37 per share.

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Iger’s salary for 2018 was $2.9 million, but his overall compensation was boosted by the $35.4 million he received in stock rewards, as well as the $18.0 million from a non-equity incentive plan, $8.3 million in option awards and $1.1 million listed as other compensation.

Disney also disclosed that chief financial officer Christine M. McCarthy earned $11.8 million in total compensation in 2018, Kevin Mayer; chairman of direct-to-consumer and international; earned $11.6 million, general counsel Alan Braverman earned $10.4 million, chief human resource officer Jayne Parker earned $6.8 million and chief communications officer Zenia Mucha earned 5.1 million.

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Hulu Hits 25 Million Subscribers, Nearly Doubles Customers Over Past Year

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Hulu passed 25 million subscribers by the end of 2018, the streaming service announced on Tuesday morning, marking a 48 percent year-over-year increase.

The company attributed much of its growth to landing exclusive content that enticed viewers, including every season of “ER,” “King of the Hill,” “Lost” and “Family Guy,” among other network staples. “The Handmaid’s Tale,” Hulu’s trademark original series, was nominated for multiple Emmys last year, including the award for Outstanding Drama Series, but failed to bring home the prize like it did in 2017.

“In 2018, Hulu led the industry in attracting and engaging subscribers, building a powerful technology stack and cultivating a brand that both consumers and advertisers love,” Hulu CEO Randy Freer said in a statement Tuesday. “Looking ahead, Hulu is in the best position to be the #1 choice for TV – live and on-demand, with and without commercials, both in and out of the home.”

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Hulu said it crossed the 25 million subscriber threshold across all its products, including Hulu with Live TV, which passed the 1 million paying customers mark in September. Hulu subscriptions start at $7.99 a month, with Hulu with Live TV running $39.99 per month.

Hulu’s announcement included two interesting nuggets: the average time spent by Hulu subscribers watching content each month increased 20 percent in 2018 — although Hulu didn’t provide a hard number on how many hours viewers are actually spending watching each week. The company also patted itself on the back for having a significantly younger audience than traditional television, with the median age of a Hulu viewer being 25, in comparison to 56 years old for broadcast TV viewers.

Hulu’s gains have come at a price, however. The service was on pace to lose $1.5 billion in 2018 as of last August, as it plowed money into adding content and grabbing new subscribers. The company still has a long way to go to catch Netflix, the leader in paid streaming subscriptions; Netflix had 137 million subscribers when it reported last November.

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Disney, which owns 60 percent of Hulu following its acquisition of much of Fox’s assets, still plans on investing heavily in Hulu, with an emphasis on exclusive content. Disney chief Bob Iger said last year he sees Hulu as part of a  three-pronged streaming play from the Mouse House, along with Disney’s upcoming service and ESPN+.

“Given the success of Hulu so far in terms of subscriber growth and the relative brand strength and other things too like demographics, we think there’s an opportunity to increase investment in Hulu notably on the programming side,” Iger said in November, during a call following Disney’s Q4 earnings.

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