WRLTHD

by Alex Sherman

The front-runner to buy 22 regional sports TV networks from Disney is the same company that sold them in the first place.

“New Fox,” the company that will remain after Rupert Murdoch sells $71.3 billion worth of 21st Century Fox assets to Disney, is the leading contender to buy back the RSNs it “sold” to Disney as part of the larger transaction, according to people familiar with the matter. Those networks broadcast the games of 44 professional teams from Major League Baseball, the National Basketball Association and the National Hockey League

Formal offers haven’t come in yet. As Sports Business Daily reported, Disney only recently sent out its bid book to prospective buyers. News that Fox was considering buying back the channels was previously reported by The Information.

But people familiar with the process, who asked not to be named because the negotiations are private, say New Fox is the most serious buyer for all the networks. That’s a cleaner outcome for Disney than selling the networks piecemeal, which would bring in smaller buyers and private equity firms.

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Disney is a motivated seller because it can’t get its larger deal for Fox done without divesting the networks. The Department of Justice forced Disney, which owns ESPN, to sell the networks to alleviate concerns about too much sports programming power in the hands of one company. In fact, the networks might never even change hands, depending on when Disney’s larger deal of Fox closes.

Winning back the sports networks would be a coup for Rupert Murdoch, who could get the RSNs at a lower price than the value at which he sold them to Disney — a price that was driven up nearly $20 billion by Comcast’s rival bid for the bundle of Fox assets. There may also be beneficial tax benefits to Murdoch, related to tax-deductible amortization, one of the people said.

A declining asset that’s worth more to Fox than anyone else.

There are several ironies here.

First, while the DOJ forced Disney to sell the RSNs to get the larger deal done, the networks were never a crown jewel asset for Fox, Disney or Comcast. Fox was willing to sell them (and did). Disney took them because it wanted other assets from Fox (its studio, its stake in Hulu, Star India).

Meanwhile, Comcast saw the RSNs as an albatross and was equally willing to divest them, according to people familiar with the companies’ thinking.

Regional sports networks used to be huge value-adds for the cable industry. They carry exclusive broadcasting rights to local games, which come with devoted fan bases. About a decade ago, the networks began to hike carriage fees, knowing cable providers would agree to the higher prices rather than risk alienating customers by blacking out the networks. That led to a steady rise in the cost of cable for consumers. Residents of markets like New York or Los Angeles, which have multiple teams and a handful of RSNs, were paying fees up to $10 a month (baked into their monthly cable bill) whether or not they were watching the games.

In recent years, pay-TV providers, which have seen millions of customers cut the cord, have started to see RSNs differently. Providers have pushed to tier them onto packages that appeal just to sports fans while keeping costs lower for everyone else. This has decreased the value of the networks, which are no longer automatically part of everyone’s basic cable packages.

Several pay-TV providers have dropped regional sports networks, refusing to pay their high programming fees. For instance, SportsNet LA, which broadcasts L.A. Dodgers games, which hasn’t been carried by DirecTV for five straight years.

If Fox ends up with the sports networks again, part of the reason will be that no other large pay-TV distributor -- Charter, AT&T, Comcast or Dish -- saw value in owning the networks. While Sinclair Broadcast Group CEO Chris Ripley has discussed making an offer for the networks with private equity support, it would need quite a bit of help. Sinclair’s market capitalization is just $2.8 billion. The regional sports networks were valued at more than $20 billion, according to a Guggenheim Securities analysis.

It’s still unclear how much New Fox is willing to spend on the networks — or what Disney values them at. What is clear is that Disney needs to sell them.

Disney to divest regional sports networks post-deal.

The second irony is Murdoch can once thank rival Comcast for making him money if he ends up with the networks.

When Comcast and Disney were jockeying to buy Fox assets earlier this year, one thing was never in doubt -- Murdoch wanted to sell to Disney. Several times, Murdoch aligned himself with Disney’s bids against Comcast.

Yet, the competitive Comcast bids let Murdoch net $19 billion more for his bundle of assets.
Now, Comcast’s participation could help him get the sports networks at a bargain.

Disney originally agreed to buy the Fox assets for $52 billion. Comcast’s rival bids for Fox pushed the price up to $71.3 billion. In that process, it pushed valuation of the RSNs higher, as it did for all of the assets (including 39 percent of British TV provider Sky, which Comcast later agreed to buy).

Disney almost certainly won’t find a buyer that will pay that inflated valuation for just the networks. New Fox’s most likely competitor (barring a competitive bid from a company like John Malone’s Liberty Media) is a private equity firm -- and there’s little chance a leveraged buyout firm could win a bidding war for the RSNs and satisfy its limited partners that it would make a future return on the assets.

(Disney, by the way, will end up getting $15 billion back for selling its 39 percent stake in Sky and possibly about $20 billion for the RSNs, making that $71.3 billion Fox deal look more like $36 billion.)

It’s possible Google, Amazon or another technology company would eventually be interested in the networks for the sports rights. But that seems unlikely. The regional sports networks are tied to a legacy cable system that tech companies typically view as anathema. If Amazon or Google wants regional sports rights, they can just wait until current contracts expire and bid on them then.

The final irony is Fox’s decision to sell the RSNs to Disney may have actually convinced Murdoch that it was better off keeping them. In the months following Fox’s decision to sell, New Fox has clarified its focus, centering itself around news and sports. Netflix publicly praised the company for that decision last week.

It’s possible Fox has come to the conclusion owning the RSNs makes more sense than selling them, even if it didn’t think so 10 months ago.

Disclosure: Comcast is the owner of NBCUniversal, parent company of CNBC and CNBC.com