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News & Insights

The Walt Disney Company’s $85 Billion Acquisition of Twenty‑First Century Fox, Inc.

June 28, 2018

On June 20, 2018, The Walt Disney Company (“Disney”) announced that it signed an amended acquisition agreement with Twenty-First Century Fox, Inc. (“21st Century Fox”) under which Disney will acquire 21st Century Fox for $85 billion, rebuffing an interloper bid by Comcast to its original $66 billion agreement. The pending acquisition includes the Twentieth Century Fox Film and Television studios, along with its cable and international TV businesses. Immediately prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders. Cravath is representing Disney in connection with the transaction.

This development follows the announcement that the companies entered into a definitive agreement for Disney to acquire 21st Century Fox on December 14, 2017. Please click here to read the Firm’s previous news item related to this announcement.

The Cravath team is led by partners Faiza J. Saeed and George F. Schoen and includes associates Daniel J. Cerqueira, Jin-Kyu Baek, Samantha J. Ostrom and Julia H. Rhieu on M&A matters; partners Stephen L. Gordon and Lauren Angelilli, senior attorney Andrew Carlon and associates Peter W. Rogers, Ashley N. Elnicki and Rebecca L. Fine on tax matters; partners Jonathan J. Katz and Eric W. Hilfers and associate Daniel P. Herrmann on executive compensation and benefits matters; partner Michael S. Goldman, senior attorney Christopher J. Kelly and associate Stephanie L. Rowan on banking matters; and partner Nicholas A. Dorsey and associates Virginie Marier and Alexander E. Shiekman on securities matters. Summer associates Samantha N. Bollers and Courtney T. Seager worked on M&A matters, summer associate Aryan Zahraii worked on banking matters and summer associate William N. Hall worked on securities matters.

Related Practices & Industries

  • Corporate
  • Mergers and Acquisitions
  • Tax
  • Executive Compensation and Benefits
  • Banking and Credit
  • Capital Markets
  • Media and Entertainment

People

Photo
Name
Faiza J. Saeed
Title
Corporate
Title
Partner
Email
fsaeed@cravath.com
Phone
+1-212-474-1454
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    Education

    • J.D., 1991, Harvard Law School
      magna cum laude
    • B.A., 1987, University of California, Berkeley
      with Highest Distinction, Phi Beta Kappa

    Admitted In

    • New York
    • California (Inactive)
    • District of Columbia (Inactive)
    Photo
    Name
    George F. Schoen
    Title
    Corporate
    Title
    Partner
    Email
    gschoen@cravath.com
    Phone
    +1-212-474-1740
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      Education

      • J.D., 1998, University of Chicago Law School
        with Honors
      • B.A., 1994, Cornell University

      Admitted In

      • New York
      Name
      Lauren Angelilli
      Title
      Tax
      Title
      Partner
      Email
      langelilli@cravath.com
      Phone
      +1-212-474-1016
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        Education

        • J.D., 2000, Harvard Law School
          cum laude
        • B.S., 1996, The Wharton School of the University of Pennsylvania
          magna cum laude

        Admitted In

        • New York
        Photo
        Name
        Jonathan J. Katz
        Title
        Executive Compensation and Benefits
        Title
        Partner
        Email
        jkatz@cravath.com
        Phone
        +1-212-474-1538
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          Education

          • LL.M., 2013, New York University School of Law
          • J.D., 2007, Benjamin N. Cardozo School of Law
            Order of the Coif, Dean's Distinguished Scholar, summa cum laude
          • B.S., 2003, Cornell University

          Admitted In

          • New York
          Photo
          Name
          Eric W. Hilfers
          Title
          Executive Compensation and Benefits
          Title
          Partner
          Email
          ehilfers@cravath.com
          Phone
          +1-212-474-1352
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            Education

            • J.D., 1998, University of Chicago Law School
              with Honors
            • A.B., 1995, Princeton University

            Admitted In

            • New York
            Photo
            Name
            Christopher J. Kelly
            Title
            Corporate
            Title
            Partner
            Email
            cjkelly@cravath.com
            Phone
            +1-212-474-1406
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              Education

              • J.D., 1999, Harvard Law School
              • B.A., 1996, Columbia University
                Phi Beta Kappa, summa cum laude

              Admitted In

              • New York
              Photo
              Name
              Nicholas A. Dorsey
              Title
              Corporate
              Title
              Partner
              Email
              ndorsey@cravath.com
              Phone
              +1-212-474-1764
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                Education

                • J.D., 2009, Cornell Law School
                  Order of the Coif, summa cum laude
                • M.Acc., 2006, Case Western Reserve University
                  summa cum laude
                • B.S., 2006, Case Western Reserve University
                  summa cum laude

                Admitted In

                • New York
                Photo
                Name
                Stephen L. Gordon
                Title
                Tax
                Title
                Retired Partner
                Email
                gordon@cravath.com
                Phone
                +1-212-474-9999
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                  Education

                  • J.D., 1981, Harvard Law School
                    cum laude
                  • A.B., 1978, Cornell University
                    cum laude
                  Photo
                  Name
                  Michael S. Goldman
                  Title
                  Corporate
                  Title
                  Retired Partner
                  Email
                  mgoldman@cravath.com
                  Phone
                  +1-212-474-9999
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                    Education

                    • J.D., 1987, Fordham University School of Law
                      cum laude
                    • B.A., 1984, University of Pennsylvania
                      cum laude

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                    On January 6, 2025, The Walt Disney Company (“Disney”) and FuboTV Inc. (“Fubo) announced that they have entered into a definitive agreement for Disney to combine its Hulu + Live TV business with Fubo, forming a combined virtual MVPD company of which Disney will become the majority owner.

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                    On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.

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                    Williams Secures Delaware Supreme Court Victory Affirming Trial Win with $600 Million Judgment

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                    ESPN’s Agreement with PENN Entertainment to Launch ESPN BET

                    On August 8, 2023, ESPN announced an agreement with PENN Entertainment (“PENN”) to launch ESPN BET, a branded sportsbook for fans in the United States. PENN Entertainment will rebrand its current sportsbook and relaunch as ESPN BET, effective this Fall in the 16 legalized betting states where PENN Entertainment is licensed. The rebrand includes the mobile app, website, and mobile website. In connection with the transaction, PENN Entertainment has agreed to grant ESPN warrants to purchase approximately 31.8 million PENN common shares that will vest ratably over 10 years, with the potential for ESPN to receive additional bonus warrants to purchase up to an additional approximately 6.4 million PENN common shares. ESPN is 80 percent owned by ABC, Inc., an indirect subsidiary of The Walt Disney Company. Cravath is representing The Walt Disney Company (“Disney”) in connection with the transaction.

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