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Justice Department Approves Disney’s Acquisition of 21st Century Fox With Divestiture of Regional Sports Networks

Disney has agreed to sell off 21st Century Fox’s 22 regional sports networks to secure Justice Department approval of its acquisition of major 21st Century Fox assets. The DOJ’s sign off on the $71.3 billion transaction on Wednesday gives Disney a big leg up over rival Comcast in the battle to acquire the major portion of Rupert Murdoch’s TV and film empire.

The Justice Department on Wednesday filed a complaint in federal court seeking to block Disney from acquiring 22 regional sports networks but announced a settlement agreement with Disney that calls for the divestitures. Anti-trust chief Makan Delrahim and other DOJ officials argued that Disney’s ownership of the national sports powerhouse ESPN created anti-competitive conflicts if it were to also acquire Fox’s regional channels, which serve some 61 million subscribers around the country.

“American consumers have benefitted from head-to-head competition between Disney and Fox’s cable sports programming that ultimately has prevented cable television subscription prices from rising even higher,” said Delrahim, assistant attorney general and head of the Justice Department’s Antitrust Division. “Today’s settlement will ensure that sports programming competition is preserved in the local markets where Disney and Fox compete for cable and satellite distribution.”

The settlement agreement still needs to be approved by a federal judge but that is a pro forma step. Disney now has more ammunition to make its case of Fox shareholders and board members that it’s bid is the better bet, given Comcast’s recent track record in getting big acquisitions through the regulatory review process. At the same time, Fox board members have a fiduciary responsibility to consider competing offers if they are significantly higher or more compelling than Disney’s deal. In the jousting between Disney and Comcast that began last fall when Murdoch surprised the industry by putting most of his empire on the block, the Fox board has consistently favored the offers from Disney.

Disney last week raised its bid to $71.3 billion in cash and stock, topping Comcast’s latest all-cash offer of $65 billion, or $35 a share fielded on June 13. Comcast is expected to respond with yet another offer, amid reports it is reaching out to potential acquisition partners if the bidding should climb as high as $90 billion. Analysts have speculated the Fox assets could fetch as much as $42-$43 a share.

In a statement, Disney said the Justice Department settlement called for the company to have 90 days from the closing of the Fox deal to sell off the RSNs.

“The parties have worked diligently since announcing the acquisition last December to provide the DOJ the information that it needed for its investigation of the transaction,” Disney said. “We are pleased that the DOJ concluded that, with the exception of the proposed acquisition of the Fox Sports Regional Networks, the transaction will not harm competition, and that we were able to resolve the limited potential concerns to position us to move forward with this exciting opportunity that will enable us to create even more compelling consumer experiences. ”

It’s expected that Disney will seek a third-party buyer rather than structure a new agreement with Fox to take the RSNs out of the Disney sale. The “New Fox” entity that will house the remaining 21st Century Fox assets that are not part of the Disney sale will be focused on Fox Broadcasting, Fox News and Fox Sports, but sources indicated there was little interest in retaining the RSNs.

The Fox RSNs cover a wide swath of the U.S., ranging from YES Network that is home to the New York Yankees to channels serving Los Angeles, Atlanta, Miami and a slew of Midwestern markets. Regional sports networks have long been hugely profitable because as the home of local pro sports teams, they were must-haves for many MVPD subscribers, allowing them to command hefty carriage fees. But the RSN business model is now under extreme pressure as the pay TV industry shifts to smaller bundles at lower price points.

A spokesman for Fox declined to comment. A rep for Comcast could not immediately be reached for comment.

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