The Walt Disney Company (NYSE:DIS) (Disney) entered into a definitive agreement to acquire Twenty-First Century Fox Inc. (NasdaqGS:FOXA) (Fox) from Rupert Murdoch, Cruden Financial Services LLC and other shareholders for $55.3 billion on December 13, 2017. Fox and Disney had earlier signed a confidentiality agreement on October 1, 2017. Under the terms of the agreement, Fox shareholders will receive 0.2745 Disney shares for each Fox share held. Disney will issue restricted stock units of Disney for the performance stock units and restricted stock units of Fox based on the same exchange ratio of 0.2745. On June 20, 2018, the consideration was revised to $38 per share of Fox. Under the amended agreement, Disney would acquire Fox on substantially the same terms, except that, Disney?s offer allows Fox?s stockholders to elect to receive their consideration, on a value equalized basis, in the form of cash or stock, subject to 50/50 proration. The collar on the stock consideration will ensure that Fox?s shareholders will receive Disney shares equal to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32. If the average Disney price is an amount greater than $114.32, then the exchange ratio shall be 0.3324 and if the average Disney price is an amount less than $93.53, then the exchange ratio shall be 0.4063. The per share consideration is subject to adjustment for certain tax liabilities arising from the spinoff and other transactions related to the acquisition. In a related deal, Fox agreed to spin-off a portfolio of its news, sports and broadcast businesses to the shareholders. On June 13, 2018, Comcast Corporation (NasdaqGS:CMCS.A) made a competing proposal to acquire the remaining 99.9% stake that it does not already own in Fox for $65.5 billion. Disney will own 30% stake in Hulu, LLC as part of the deal. Disney is also acquiring approximately $19.8?billion of cash and assuming approximately $19.2?billion of debt of Twenty-First Century Fox in the acquisition. The acquisition price implies a total equity value of approximately $71?billion and a total transaction value of approximately $71?billion. Disney expects to finance the purchase with debt. Disney has entered into a commitment letter with JPMorgan Chase Bank NA, Citigroup Global Markets Inc., BNP Paribas Securities Corp., BNP Paribas, HSBC Bank USA NA and its lending affiliate party, HSBC Securities (USA) Inc., Royal Bank of Canada and RBC Capital Markets, whereby Disney will receive a 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to $35.7 billion.?Fox will become a wholly owned subsidiary of Disney following the deal. In the event of termination under certain circumstances, either Disney will pay a fee of $2.5 billion or Fox will pay a fee of $1.53 billion. Robert A. Iger, Chairman and Chief Executive Officer of Disney, has agreed to continue as Chairman and Chief Executive Officer through the end of calendar year 2021. As of May 16, 2018, K. Rupert Murdoch, Lachlan K. Murdoch and John Nallen would commence employment with New Fox as Co-Chairman, Chief Executive Officer and Chief Operating Officer respectively. As of October 9, 2018, Walt Disney announced the new organizational structure for its media networks business, once it has?closed?its?acquisition?of assets of Twenty-First Century Fox Inc. Ben Sherwood, Co-Chairman of Disney Media Networks and President of Disney ABC Television Group, will remain in his current role during the transition period until the?acquisition closes. Dana Walden will assume new role of Chairman of Disney Television Studios and ABC Entertainment. Rice, President of Twenty-First Century as well as Chairman & Chief Executive Officer of Fox Networks Group, will become Chairman of Walt Disney Television and Co-Chairman of Disney Media Networks, reporting directly to Iger. As on October 18, 2018, Emma Watts, Nancy Utley, Stephen Gilula and Elizabeth Gabler will join Disney Studios Chairman Alan Horn's team. Andrea Miloro, Robert Baird and Vanessa Morrison will join Disney and report to Horn and Watts. Stacey Snider who runs Fox film studio will not join Disney post acquisition. The new organization under Peter Rice will include ABC Television Network, ABC Studios, the ABC Owned Television Stations Group, Disney Channels, Freeform, Twentieth Century Fox Television, FX Networks and FX Productions, Fox 21 Television Studios, and the National Geographic channels. As of October 19, 2018, Charlie Collier will run Fox Broadcasting not Gary Newman, who currently shares the job with Dana Walden,?Lachlan Murdoch?will serve as chairman and?Chief Executive Officer of New Fox?which will include Fox Broadcasting, Fox Sports 1, Fox News and Fox Business Network. Charlie Collier?will begin transitioning into his new role on November 1, 2018. The deal is subject to shareholder approval by Fox and Disney shareholders, registration statement effectiveness, if required, the receipt of any necessary consents from the Federal Communications Commission ( FCC) and certain other governmental consents, execution of voting agreement, completion of the spinoff of portfolio of news, sports and broadcast businesses by Fox, listing of new shares, clearance under the Hart-Scott-Rodino Antitrust Improvements Act, waiver or amendment of the Charter Article of Fox, a number of other non-United States merger and other regulatory reviews, Disney divesting 22 Regional Sports Networks and other customary closing conditions. The Boards of Directors of Disney and Fox have unanimously approved the transaction. A special meeting of Fox shareholders was initially scheduled to be held on July 10, 2018 but was later postponed to provide stockholders the opportunity to evaluate the terms of Disney?s revised proposal and other developments. On June 20, 2018, Disney entered into a voting rights agreement with Murdoch Family Trust and Cruden Financial Services. On June 27, 2018, the antitrust division of the United States Department of Justice cleared the acquisition. A special meeting of stockholders will be held on July 27, 2018 to consider the deal. On July 19, 2018, Comcast announced that it does not intend to pursue further the acquisition of Fox assets and, instead, will focus on the recommended offer for Sky plc. As of July 27, 2018, the transaction was approved by shareholders of both Twenty-First Century Fox, Inc. and The Walt Disney Company. As of November 6, 2018, European Commission approved the transaction. On February 6, 2019, Cofece unanimously authorized the merger. As of March 12, 2019, the transaction received approval from IFT, Mexico?s telecom regulatory, provided the companies agree to sell the Fox Sports channels and programming rights in the country. The parties agreed to the sale to get the green light. As on March 14, 2019, based on election deadline, 51.57% of outstanding shareholders elected to receive cash; 36.65% received common stock of New Disney, while approximately 11.79% of outstanding shareholders, did not make an election. As per an announcement made on June 28, 2018, the transaction is expected to be completed within 6-12 months. As on August 8, 2018, the transaction is expected to close in first half of 2019. As on September 24, 2018, the transaction is expected to close in early 2019. The deal is expected to be accretive to Disney earnings per share before the impact of purchase accounting for the second fiscal year after the close of the transaction. As of March 12, 2019, the transaction is expected to close on March 20, 2019. As on March 19, 2019, 21CF announced that it has today completed the Distribution. 21CF and FOX are now each a standalone, publicly traded company. The Walt Disney Company (NYSE:DIS) completed the acquisition of Twenty-First Century Fox Inc. (NasdaqGS:FOXA) (21CF) from Rupert Murdoch, Cruden Financial Services LLC and other shareholders on March 20, 2019. Pursuant to the Merger Agreement, each share of Twenty-First Century Fox was, subject to the proration procedures, exchanged for $51.572626 in cash or?0.4517 shares of common stock of Disney. Holders of approximately 499 million shares of 21CF Common Stock outstanding (or 36.44%) immediately prior to the 21CF Effective Time elected to receive the Stock Consideration, holders of approximately 705 million shares of 21CF Common Stock outstanding (or 51.37%) immediately prior to the 21CF Effective Time elected to receive the Cash Consideration and Holders of approximately 167 million shares of 21CF Common Stock outstanding (or 12.19%) immediately prior to the 21CF Effective Time made no election. The cash election was oversubscribed. Therefore, each share of 21CF Common Stock in respect of which a valid cash election was made was exchanged for?0.007929 shares of Disney Common Stock and $50.667340 in cash. Shares of 21CF Common Stock with respect to which a valid stock election or no valid election was made by the Election Deadline were exchanged for 0.4517 shares of Disney Common Stock. In addition, Disney assumed the 21CF 2013 Long-Term Incentive Plan. Each outstanding 21CF performance stock unit award under the 2013 LTIP was converted into an award of Disney restricted stock units subject to generally the same terms and conditions as were applicable to such 21CF PSU awards immediately prior to the 21CF Effective Time?and each outstanding award of 21CF? restricted stock units under the 2013 LTIP was converted into Disney restricted stock units subject to generally the same terms and conditions as were applicable to such 21CF RSU immediately prior to the 21 Effective Time, with respect to a number of shares of Disney Common Stock. Fiscalia Nacional Economica approved the transaction, with remedies, on March 20, 2019. As on May 6, 2020, Administrative Council for Economic Defense (CADE) approved this deal. According to October 12, 2020, Argentina's antitrust authority CNDC has rejected Disney's merger with the assets of 21st Century Fox. Moelis & Company served as financial advisor to The Walt Disney Company (NYSE:DIS).