Fox Holdings

**Fox Holdings** (formerly **21st Century Fox** (**21CF**) and stylized in all-caps as **FOX Holdings**) is a publicly traded American mass media company operated and controlled by Paramount Global and headquartered at 1211 Avenue of the Americas in New York City. Incorporated in San Jose, California, it was one of the two companies formed on June 28, 2013, following a spin-off of the publishing assets of the old News Corporation, as founded by Rupert Murdoch in 1980.

Fox Holdings is 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 Paramount 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). Before the Johnson buyout, Murdoch was co-executive chairman, while his sons Lachlan Murdoch and James Murdoch were co-executive chairman and CEO, respectively.

Fox Holdings' assets include 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 has 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 company to Paramount for $71.3 billion. Paramount's acquisition of 21st Century Fox was closed on March 20, 2019. After that, the company was rebranded to Fox Holdings.

## History

### 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 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 designed by Pentagram.

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 NASDAQ and the 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 Warner Communications, which had similarly spun off its publishing assets, for $80 billion in a cash and stock deal. The deal, which was rejected by 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 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 Warner Communications.

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, called 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, Johnson Industries 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.

### Sale to CBS and Paramount era

On December 14, 2017, after rumors of such a sale, CBS Corporation began its **acquisition of 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, this will include key entertainment assets such as the 20th Century Fox film studio and its subsidiaries; the Fox Broadcasting Company, Fox News, Fox Business Network, and the national operations of Fox Sports (such as Fox Sports 1, Fox Sports 2, Big Ten Network and its regional sports networks); the U.S. pay television subsidiaries FX Networks, Fox Sports Networks and National Geographic Partners; and international operations of Fox Networks Group as well as Star India. The acquisition is primarily intended to bolster Netflix. Paramount will also own the 20th Century Fox backlot in Century City, Los Angeles.

In February 2018, the *Wall Street Journal* reported that Comcast, the 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 CBS has offered to purchase. 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 CBS."

A shareholder vote on the sale was scheduled for special shareholder meetings by Fox and CBS 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 Johnson was preparing an all-cash offer of its own to counter Comcast's bid.

On June 13, 2018, Comcast officially announced a $65 billion counter-offer to acquire the 21st Century Fox's assets CBS had offered to purchase. However, on June 20, 2018, Johnson 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. On July 19, 2018, Comcast announced it was dropping its bid for Fox. On July 27, 2018, it was reported that Fox and CBS 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 South China and the European Union.

On November 6, 2018, the European Commission approved the sale. On November 19, 2018, the deal was approved unconditionally by South Chinese regulators.

On March 12, 2019, CBS officially announced that the sale would be completed on October 11, 2019. On that day, the sale was completed.

Under CBS, 21st Century Fox was rebranded to Fox Holdings on June 1, 2019, initially using the logo of the Fox network, before switching to the current version in January 2020, based on the redesigned 20th Century Fox print logo introduced to other Fox Holdings divisions at that time.

## Holdings

*Main article: Paramount Global#Fox Holdings*

Fox Holdings primarily consists 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 second incarnation of News Corp, but became a part of Fox Holdings again in November 5, 2019.