A&O and Macfarlanes among big-name adviser line-up on Disney's $52.4bn 21st Century Fox deal

Allen & Overy (A&O) and Macfarlanes are advising alongside a line-up of top US law firms on Disney’s acquisition of most of 21st Century Fox’s assets, in a deal valued at about $52.4bn.

The mega-deal, which combines two of the world’s largest entertainment companies, has generated work for nearly a dozen Am Law 100 and Global 100 firms.

Skadden Arps Slate Meagher & Flom, Hogan Lovells, Simpson Thacher & Bartlett and Cleary Gottlieb Steen & Hamilton are all advising 21st Century Fox.

Disney, whose long-serving general counsel Alan Braverman is one of the country’s highest-paid in-house lawyers, has turned to an outside legal team led by Cravath Swaine & Moore, Covington & Burling and Cleary, the latter of which is advising both companies on the landmark transaction, while Macfarlanes is providing UK corporate advice with a team led by partner Graham Gibb.

Skadden is serving as lead counsel to 21st Century Fox. The firm, along with A&O and Simpson Thacher, is also advising 21st Century Fox on its nearly $15bn takeover bid for British satellite broadcaster Sky. That deal is expected to close by 30 June 2018, according to 21st Century Fox, and Disney is now poised to assume control of Sky.

Taking the lead for 21st Century Fox on the Disney sale are Skadden M&A partners Howard Ellin and Brandon Van Dyke, tax partners Steven Matays and Gavin White, antitrust and competition partner Clifford Aronson; and executive compensation and benefits partner Regina Olshan.

A&O is serving as UK corporate and antitrust counsel to 21st Century Fox through antitrust co-head Antonio Bavasso, merger clearance partner Dominic Long and M&A partners David Broadley, Seth Jones and Simon Toms. Cleary partners George Cary and Kenneth Reinker are advising 21st Century Fox on US antitrust matters.

Simpson Thacher has picked up a role advising 21st Century Fox with respect to the financing of its spin-off of certain assets, with its global banking and credit practice head Patrick Ryan and Joe Kaufman taking the lead for the firm.

Weil Gotshal & Manges is advising Goldman Sachs on its role providing a bridge loan commitment of up to $9bn to help finance the deal, which is valued at $66.1bn when including $13.7bn in 21st Century Fox debt. The Weil team is being led by banking and finance partner Morgan Bale.

Hogan Lovells is advising 21st Century Fox with a team led by partner Ira Sheinfeld, a longstanding tax adviser to News Corp. Other Hogan Lovells lawyers working on the deal include partners Amy Freed, Lillian Tsu, Keith Flaum, Alex Johnson, Martha Steinman, Phil Altman, Jeff Tolin and Joseph Rackman.

Faiza Saeed, an M&A rainmaker at Cravath elected last year as the firm’s new leader, is heading a Cravath team representing Disney that includes fellow corporate partner Eric Schiele, tax partners Stephen Gordon and Lauren Angelilli, and executive compensation and benefits matters partner Jonathan Katz.

Cleary partner Maurits Dolmans and counsel David Little are working with Covington antitrust co-chair Thomas Barnett and partners Anne Lee, Kevin Coates and Miranda Cole in advising Disney on European Union antitrust matters.

Meanwhile, Debevoise & Plimpton is representing Guggenheim Securities and JPMorgan Securities in their role as financial advisers to Disney, while Fried Frank Harris Shriver & Jacobson is acting for 21st Century Fox’s financial advisers, Goldman and Centerview Partners.

As part of the deal, 21st Century Fox will spin off to its shareholders a portfolio of its highly-rated news, sports and broadcast businesses to create a new Fox.

Disney itself will acquire a selection of 21st Century Fox’s film and television studios, cable channels and international television businesses as the proposed acquirer bolsters its content, technology and international footprint in order to better position itself against increased competition in the entertainment industry from technology companies like Amazon, Netflix and other streaming services.

Disney, which turned to Skadden to advise on its $4bn purchase of Lucasfilm in 2012, is now poised to also pick up 21st Century Fox characters from Avatar, The Fantastic Four, X-Men, and The Simpsons. The proposed deal also gives Disney a controlling stake in Hulu after the acquirer assumes control of 21st Century Fox’s minority stake in the streaming service.

Not a part of the deal are Fox News or its Fox broadcast channels, including FS1, FS2 and the Fox Business Network, which will all be spun off into a new, publicly-traded media company focused on news and sports. Skadden took the lead several years ago for Rupert Murdoch’s News Corp on a separation of his media empire into a publishing-focused company and another unit containing its more lucrative media and entertainment assets.

Disney also turned to Skadden last year to advise on its $1bn buy of a 33% stake in BamTech, a streaming service spun off from Major League Baseball. That deal signalled an effort by the so-called House of Mouse to enter the already crowded streaming market by launching its own direct-to-consumer service.

The combination comes at an uncertain time for antitrust enforcement in the new Trump administration. President Donald Trump, during last year’s presidential campaign, said he would seek to block AT&T’s acquisition of Time Warner. But on Thursday, Trump reportedly called Murdoch to congratulate the media mogul on his deal with Disney.