Go Big or Go Home: Disney, Comcast Square Off in Auction for Sky

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Sometime Saturday, we’ll all know the answer. The question is: which media-giant is going to win a blind auction for U.K.-based Sky, a $36 billion communications and entertainment company that both Walt Disney Co. (NYSE: DIS), along with its partner Twenty-First Century Fox Inc. (NASDAQ: FOX), and Comcast Corp. (NASDAQ: CMCSA) have fought over for months.

Here’s how the game plays out. Because Comcast has already made the higher bid for Sky, only Disney/Fox will bid in the first round. If Disney/Fox chooses not to bid, Comcast wins. If the Disney/Fox bid is higher than the Comcast bid, Comcast gets a chance to make a higher bid in the second round.

At this point, Comcast can decide not to bid again, in which case Disney/Fox wins. If Comcast does make a higher bid, then the auction goes to the third round of sealed bids. This is, of course, what Sky shareholders are hoping for because it promises the biggest payoff.

The whole thing started in December 2016 when Fox bid $14.6 billion to buy the 61% of Sky that it did not already own. That deal didn’t make it past regulators. In December 2017, Disney offered to buy parts of Fox, including its 39% stake in Sky, for $52.4 billion. In early June, Comcast offered $65 billion for the Fox assets. A week later Disney raised its offer to $71 billion, Comcast dropped out, and that’s what led to the Disney/Fox team in today’s auction.

Did Comcast just game Disney, forcing the Mouse House to pay more than it wanted for the Fox assets, draining its war chest as the battle for Sky was about to begin? Comcast has made it clear that what it wanted most among the Fox assets the stake in Sky.

Disney could decide to let Comcast win after forcing the bid higher with a first-round bid that tops Comcast’s existing bid. Does Comcast bid even more in the second round? That benefits Disney because it would still get a payday for the 39% of Sky that it now owns. That would generate more than $13 billion in cash, a good start on paying down the $71 billion it paid for the Fox assets. Or Disney could keep the stake and become a minority owner.

The auction begins Friday evening and will end Saturday after the maximum three rounds of bidding. The winning bidder will be announced shortly after the auction ends.