21st Century Fox

Twenty-First Century Fox, Inc., doing business as 21st Century Fox (21CF), was an American multinational mass media corporation that was based in Midtown Manhattan, New York City. It was one of the two companies formed from the 2013 spin-off of the publishing assets of News Corporation, as founded by Rupert Murdoch in 1980.

21st Century Fox was the legal successor to News Corporation dealing primarily in the film and television industries. It was the United States' fourth-largest media conglomerate until its acquisition by the Walt Disney Company in 2019. The other company, the present-day News Corporation, holds Murdoch's print interests and other media assets in Australia (both owned by him and his family via a family trust with 39% interest in each). Murdoch was co-executive chairman, while his sons Lachlan Murdoch and James Murdoch were co-executive chairman and CEO, respectively.

21st Century Fox's assets included the Fox Entertainment Group—owners of the 20th Century Fox film studio (the company's partial namesake), the Fox television network, and a majority stake in National Geographic Partners—the commercial media arm of the National Geographic Society, among other assets. It also had significant foreign operations, including the prominent Indian television channel operator Star India. The company ranked No. 109 in the 2018 Fortune 500 list of the largest United States corporations by total revenue.

On July 27, 2018, 21st Century Fox shareholders agreed to sell the majority of its assets to Disney for $71.3 billion. The sale covered the majority of 21CF's entertainment assets, including 20th Century Fox, FX Networks, and National Geographic Partners among others. Following a bidding war with Fox, Sky plc (a British media group which Fox held a stake in) was acquired separately by Comcast, while Fox's FSN regional sports networks will be sold to third parties to comply with antitrust rulings. The remainder, consisting primarily of the Fox and MyNetworkTV networks, and Fox's national news and sports operations, were spun out into a new company, Fox Corporation, which began trading on March 19, 2019. Disney's acquisition of 21CF was closed on March 20 after which the remaining 21CF's assets were scattered across the divisions of Disney.

Formation
21st Century Fox was formed by the splitting of entertainment and media properties from News Corporation. In February 2012, Natalie Ravitz accepted a position to become Rupert Murdoch's Chief of Staff at News Corporation.

News Corporation's board approved the split on May 24, 2013, while shareholders approved the split on June 11, 2013; the company completed the split on June 28 and formally started trading on the NASDAQ on July 1.

Plans for the split were originally announced on June 28, 2012, while additional details and the working name of the new company were unveiled on December 3, 2012.

Murdoch stated that performing this split would "unlock the true value of both companies and their distinct assets, enabling investors to benefit from the separate strategic opportunities resulting from more focused management of each division." The move also came in the wake of a series of scandals that had damaged the reputation of the company's publishing operations in the United Kingdom. The split was structured so that the old News Corporation would change its name to 21st Century Fox and spin off its publishing assets into a "new" News Corporation.

While the company was originally announced as the Fox Group, on April 16, 2013, Murdoch announced the new name as a way to suggest the retaining of 20th Century Fox's heritage as the group advances into the future. Its logo was officially unveiled on May 9, 2013, featuring a modernized version of the iconic Fox searchlights.

However, the 21st Century Fox brand does not extend to the existing 20th Century Fox division (which remains under its original name).

The formation of 21st Century Fox was officially finalized on June 28, 2013. It formally began trading on the NASDAQ and Australian Securities Exchange on July 1, 2013.

Subsequent history
On January 8, 2014, Rupert Murdoch announced plans to delist 21st Century Fox's shares from the Australian Securities Exchange, in favor of solely trading on the NASDAQ. Its listing in Australia was a holdover from its period as News Corporation, and 21st Century Fox has relatively little presence in Australia, unlike News Corp. Murdoch stated that the changes, which were expected to be complete by June 2014, would "simplify the capital and operating structure" of 21st Century Fox and provide "improved liquidity" to shareholders. Also that month, the company acquired a majority ownership in YES Network, a New York regional sports network founded by the New York Yankees.

In June 2014, 21st Century Fox made a bid to acquire Time Warner, which had similarly spun off its publishing assets, for $80 billion in a cash and stock deal. The deal, which was rejected by Time Warner's board of directors in July 2014, would have also involved the sale of CNN to ease antitrust issues. On August 5, 2014, 21st Century Fox announced it had withdrawn its bid for Time Warner. The company's stock had fallen sharply since the bid was announced, prompting directors to announce 21st Century Fox would buy back $6 billion of its shares over the following 12 months.

On July 25, 2014, 21st Century Fox announced the sale of Sky Italia and Sky Deutschland to BSkyB for $9 billion, subject to regulatory and shareholder approval. Fox would use the money from the sale, along with $25 billion it received from Goldman Sachs, to attempt another bid for Time Warner.

In December 2014, Fox-owned television studio Shine Group merged with Apollo Global Management's Endemol and Core Media Group to form Endemol Shine Group, which is jointly owned by 21st Century Fox and Apollo.

On September 9, 2015, 21st Century Fox announced a for-profit joint venture with the National Geographic Society, National Geographic Partners, which took ownership of all of National Geographic media and consumer businesses, including National Geographic magazine, and the National Geographic-branded television channels that were already run as a joint venture with Fox. 21st Century Fox holds a 73% stake in the company.

On December 9, 2016, 21st Century Fox announced it had made an offer to acquire the 61% share of Sky plc that it did not already own. The company was valued at £18.5 billion. The deal was approved by the European Commission on April 7, 2017, followed by Ireland's Minister for Communications, Climate Action and Environment on June 27. However, the deal has become subject to scrutiny and an extended regulatory review in the United Kingdom, over concerns surrounding the plurality of British news media that will be owned by the Murdoch family post-merger (counting Sky News, as well as News Corp's newspapers and recent acquisition of radio station operator Wireless Group), and violations of British news broadcasting regulations connected to Sky's former carriage of Fox News Channel in the country. However, a bidding war ensued over the company; in September 2018, Comcast won a regulator-mandated auction with a bid of £17.28 per-share. On September 26, 2018, 21st Century Fox subsequently announced its intent to sell all of its shares in Sky plc to Comcast for £12 billion. On October 4, 2018 21st Century Fox completed the sale of their stake to Comcast, giving the latter a 76.8% controlling stake.

The Kingdom Holding Company, owned by Prince Al-Waleed bin Talal, sold its minority stake in 21st Century Fox during the fiscal quarter ending September 2017. It previously held a 6% stake, which had been reduced to around 5% in 2015. The valuation of the shares, or who they were sold to, is unknown; Al-Waleed was the company's largest single shareholder behind the Murdoch family. The sale was reported after Al-Waleed was arrested in early-November 2017 as part of an anti-corruption probe by the Saudi government.

On December 5, 2017, 21st Century Fox appointed Uday Shankar, Chairman and CEO of Star India, as the company's president for Asia. The new role would oversee Fox's television and online video platform business across the region, and the President of Fox Networks Group Asia would report directly to Shankar (instead of the equivalent at FNG U.S.). This did not affect 20th Century Fox's film business in the region, whose heads would continue to report to the Charman and CEO of the film company.

On April 10, 2018, European Commission officials conducted an unannounced search of Fox Networks Group's West London offices, as part of an antitrust inquiry surrounding broadcast rights to sporting events.

Sale to Disney
On December 14, 2017, after rumors of such a sale, The Walt Disney Company announced its intent to acquire 21st Century Fox for $52.4 billion after the spin-off of certain businesses, pending regulatory approval. 21st Century Fox president Peter Rice stated that he expected the sale to be completed by mid-2019.

Under the terms of the deal, 21st Century Fox will spin off an entity that was initially being referred to as "New Fox", consisting of the Fox Broadcasting Company, Fox News, Fox Business Network, and the national operations of Fox Sports (such as Fox Sports 1, Fox Sports 2, and Big Ten Network, but excluding its regional sports networks), and Disney will acquire the remainder of 21st Century Fox. This will include key entertainment assets such as the 20th Century Fox film studio and its subsidiaries, a stake in Hulu, the U.S. pay television subsidiaries FX Networks, Fox Sports Networks, and National Geographic Partners, and international operations such as Star TV. The acquisition is primarily intended to bolster two over-the-top content endeavors—ESPN+ and a planned Disney entertainment service. Disney will lease the 20th Century Fox backlot in Century City, Los Angeles for seven years.

The proposed transaction has raised antitrust issues, due to concerns that it could lead to a tangible loss in competition in the film and sports broadcasting industries. Several legal experts and industry analysts have expressed the opinion that the transaction is likely to receive regulatory approval, but would be scrutinized by regulators.

In February 2018, the Wall Street Journal reported that Comcast, owner of NBCUniversal, was considering a counter-offer. Despite initially bidding $60 billion earlier, Fox had rejected Comcast's offer due to the possibility of antitrust concerns. On May 5, 2018, it was reported that Comcast was preparing to make an unsolicited, all-cash counteroffer to acquire the 21st Century Fox's assets Disney has offered to purchase, contingent on the outcome of an antitrust lawsuit AT&T's acquisition of Time Warner. Comcast confirmed on May 23, 2018 that it was "considering, and is in advanced stages of preparing, an offer for the businesses that Fox has agreed to sell to Disney."

A shareholder vote on the sale was scheduled for special shareholder meetings by Fox and Disney on July 10, 2018, at the New York Hilton Midtown and New Amsterdam Theatre respectively, although Fox warned that it might "postpone or adjourn" the meeting if Comcast were to follow through with its intent to make a counter-offer. It was also reported that Disney was preparing an all-cash offer of its own to counter Comcast's bid.

On June 13, 2018, the day after AT&T was given an approval to merge with Time Warner, Comcast officially announced a $65 billion counter-offer to acquire the 21st Century Fox's assets Disney had offered to purchase. However, on June 20, 2018, Disney agreed to increase its bid to a $71.3 billion cash-and-stock offer. Fox agreed to the new offer.

The proposed purchase was given antitrust approval by the Department of Justice on June 27, 2018, under the condition that Disney divest all of Fox's regional sports networks. The networks could either be divested to third-parties, or retained by "New Fox". On July 19, 2018, Comcast announced it was dropping its bid for Fox in order to focus on its bid for Sky. On July 27, 2018, it was reported that Fox and Disney shareholders had "overwhelmingly" approved the proposed purchase. The acquisition was expected to be completed by late January 2019, after remaining regulatory approvals are granted in China and the European Union.

In October 2018, it was reported that the new, post-merger organizational structure of "New Fox" would be implemented by January 1, 2019, ahead of the closure of the Disney sale (which was still expected to occur within the early of March).

On November 6, 2018, the European Commission approved the sale, pursuant to the divestment of A&E Networks properties in Europe deemed to overlap with those of Fox. At a shareholders' meeting the following week, it was revealed that the new company would simply be known as "Fox". On November 19, 2018, the deal was approved unconditionally by Chinese regulators.

On January 7, 2019, 21st Century Fox filed the registration statement for "New Fox", under the name Fox Corporation, with the U.S. Securities and Exchange Commission. In an SEC filing, Fox stated that it did not intend to bid for its former regional sports networks.

In February 2019, it was reported by Bloomberg that Disney had planned to divest the international Fox Sports operations in Brazil and Latin America to secure antitrust clearance in Brazil and Mexico, as they both compete with ESPN International properties in their respective regions. On February 27, 2019, the sale was approved by Brazil's Administrative Council for Economic Defense (CADE), with Disney having agreed to the expected divestiture of Fox Sports Latin America. CADE coordinated with regulators in Mexico and Chile in evaluating the transaction. Mexico approved the sale on March 12, 2019, with similar concessions. Clearance in Brazil and Mexico was reported to be the last major hurdles for the sale.

On March 12, 2019, Disney officially announced that the sale would be completed on March 20, 2019. On March 19, 2019, the spin-off of Fox Corporation from 21st Century Fox was completed in preparation for final consummation of the sale.

Corporate governance
On its formation in 2013, Murdoch was chairman and chief executive officer (CEO) of the company, while Chase Carey took the posts of president and chief operating officer. Co-chairman and Co-CEO positions were created in 2014 and filled by Lachlan Murdoch and James Murdoch, respectively, both sons of Rupert Murdoch.

On July 1, 2015, Lachlan Murdoch was elevated to Co-Executive Chairman alongside his father and James Murdoch replaced his father as CEO. Former COO Chase Carey became Executive Vice-Chairman.

Assets
21st Century Fox primarily consisted of the media and broadcasting properties that were owned by its predecessor, such as the Fox Entertainment Group and Star India. News Corporation's broadcasting properties in Australia, such as Foxtel and Fox Sports Australia, remain a part of the newly renamed News Corp Australia—which was spun off with the new News Corp and was not a part of 21st Century Fox.