Disney won a bidding war, structured a flexible cash-and-stock offer, cleared antitrust hurdles, and closed the $71.3B Fox deal on March 20, 2019.
Series Navigation
- Start here: Disney × 21st Century Fox deal hub
- Why Disney bought Fox
- How the deal actually got done
- What changed after the merger
Quick summary
- Price: $71.3B after a bidding war with Comcast
- Structure: Shareholders chose cash or Disney stock (~50/50 final mix)
- Debt: Disney assumed ~$19.2B of Fox’s debt
- Regulators: DOJ made Disney sell 22 RSNs; EU required A+E divestiture
- Closed: March 20, 2019, after shareholder approval in July 2018
Step 1: the bidding war (why the price jumped)
- Dec 14, 2017: Disney launched with a $52.4B all-stock offer.
- Jun 13, 2018: Comcast countered with $65B all-cash.
- Jun 20, 2018: Disney raised to $71.3B, offering cash + stock.
Why Disney’s offer won: The hybrid structure gave Fox shareholders flexibility. Some took cash; others (including the Murdochs) held Disney stock for upside. Comcast officially withdrew on July 19, 2018.
Step 2: the deal structure (simple version)
- For each Fox share, holders elected either cash (~$51.57) or Disney stock (~0.4517 shares in the new Disney holdco).
- Final results: about 50% cash / 50% stock.
- Disney also assumed ~$19.2B in Fox’s net debt, raising total commitments and leverage.
Step 3: antitrust approvals (what Disney had to give up)
United States (DOJ):
- Concern: Too much power in local sports (ESPN + Fox RSNs).
- Remedy: Disney sold all 22 RSNs within 90 days of closing.
European Commission (EU):
- Concern: Competition in “factual” TV channels (NatGeo + A+E).
- Remedy: Disney divested its A+E Networks interests in the EEA.
Takeaway: Different regions worried about different overlaps — sports in the U.S., factual channels in Europe. Disney fixed both to move forward.
Step 4: shareholder votes and final close
- Jul 27, 2018: Fox and Disney shareholders approved.
- Mar 20, 2019: Deal closed at 12:02 a.m. ET.
Quick timeline (at a glance)
- Dec 14, 2017: Disney offers $52.4B all-stock
- Jun 13, 2018: Comcast offers $65B all-cash
- Jun 20, 2018: Disney raises to $71.3B cash + stock
- Jul 19, 2018: Comcast withdraws
- Jul 27, 2018: Shareholders approve
- Mar 20, 2019: Deal closes
What this structure unlocked (in plain English)
- Hulu control: Fox’s stake boosted Disney to 60% ownership, expanding beyond family content.
- Global scale: Star India/Hotstar gave Disney immediate international reach.
- Trade-offs: More debt and a heavy integration lift.
FAQs
Why didn’t Disney just use all cash?
The cash-or-stock choice helped win the deal. Some investors wanted liquidity; others wanted to hold Disney shares.
What did regulators make Disney sell?
The 22 RSNs in the U.S., and Disney’s A+E Networks interests in the EEA.
When did it officially close?
March 20, 2019.
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Compliance: Educational content only; not investment, legal, or medical advice; no MNPI.
