The Walt Disney Co. Ratings Remain On CreditWatch Negative Following Revised Offer For Twenty-First Century Fox Inc.
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- The Walt Disney Co. (Disney) has raised its offer to acquire certain
assets of New York City-based diversified media company Twenty-First
Century Fox Inc. (Fox).
- Our ratings on Disney, including the 'A+/A-1+' corporate credit rating,
remain on CreditWatch with negative implications.
- The revised offer could potentially increase the company's leverage to
the mid 3x-4x range at closing depending on the final set of Fox and Sky
assets it acquires, which is well above our 2x downgrade threshold for
the current rating. Therefore, we could lower our ratings on Disney by up
to three notches when we resolve the CreditWatch placement.
CHICAGO (S&P Global Ratings) June 20, 2018--S&P Global Ratings today said that
its ratings on California-based The Walt Disney Co. remain on CreditWatch,
where we placed them with negative implications on Dec. 14, 2017.
Disney announced a revised offer for Fox valued at an enterprise value of
approximately $85 billion, which is about $19 billion higher than Disney's
previous offer. Additionally, Disney revised the structure of the offer such
that it will pay 50% of the value with equity and 50% with cash, which is a
change from the company's previous all equity offer.
The CreditWatch negative placement reflects the uncertainty regarding the
final terms and structure of the FOX acquisition and the potential that
regulatory concessions will be required to complete the deal. We expect that
Disney's adjusted leverage will be in the mid 3x-4x range at the close of the
transaction depending on the specific assets it purchases, including whether
it acquires a 100% ownership stake in Sky or just the 39% that Fox currently
owns. If the company's leverage increases to the mid 3x-4x area, it will be
well above our 2x downgrade threshold for the rating. Therefore, we will
assess Disney's ability and willingness to reduce its leverage over time when
we resolve the CreditWatch placement and could potentially lower our ratings
on the company by up to three notches. A three-notch downgrade would likely be
accompanied by the company facing operational or cyclical challenges in its
media or parks segments, which would reduce the pace of leverage reduction.
We intend to resolve the CreditWatch placement once the acquisition closes, or
when the acquisition agreement is withdrawn. The magnitude of the potential
ratings impact could also be affected by any additional increases in Disney's
offer to acquire Fox and we will revise our CreditWatch implications
accordingly.