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BREAKING NEWS FROM CNBC’S DAVID FABER: DISNEY, 21ST CENTURY FOX CLOSING IN ON DEAL - SOURCES

WHEN: TODAY, TUESDAY, December 5, 2017

WHERE: CNBC'S "SQUAWK ON THE STREET"

Following is the unofficial transcript of breaking news from CNBC's David Faber. Following is a link to the story and video on CNBC.com: https://www.cnbc.com/2017/12/05/disney-and-fox-are-closing-in-on-deal-could-be-announced-next-week--sources.html and https://www.cnbc.com/video/2017/12/05/disney-and-21st-century-fox-closing-in-on-60-billion-deal-sources.html?play=1.

All references must be sourced to CNBC.

DAVID FABER: DISNEY AND FOX, STORY THAT OF COURSE I BROKE -- ITS BEEN A WHILE NOW, A FEW WEEKS BACK, THEY ARE GETTING CLOSER TO A DEAL, THE TWO COMPANIES ARE IN FACT CLOSING IN ON A DEAL THIS ACCORDING TO PEOPLE FAMILIAR WITH THE SITUATION. DOES NOT MEAN THEY ARE GOING TO GET THERE HOWEVER IT DOES APPEAR MORE LIKELY THAN NOT THAT THEY WILL AND COULD ANNOUNCE A DEAL AS SOON AS NEXT WEEK.

JIM CRAMER: WHAT?

FABER: AGAIN ACCORDING TO PEOPLE WHO ARE FAMILIAR WITH THESE TALKS BETWEEN THE TWO COMPANIES THAT BY THE WAY, HAVE BEEN GOING ON MORE OR LESS EVER SINCE WE REPORTED THE STORY AT THE TIME YES WE SAID THEY WERE NOT AN ACTUAL CONVERSATION AT THAT MOMENT BUT THEY RESUME THOSE CONVERSATIONS VERY SOON AFTER AND HAVE BEEN ENGAGED IN THOSE CONVERSATIONS SINCE. THEY HAVE CREATED A GOOD DEAL OF MOMENTUM I WILL ADD THAT FOX DOES CONTINUE TO TALK TO OUR PARENT COMPANY, COMCAST BUT THE TALKS WITH DISNEY HAVE GONE FAR DEEPER AND FURTHER AND VERY WELL MAY RESULT IN A DEAL IN WHICH DISNEY WILL PURCHASE THE FOX STUDIO, THE FOX NETWORKS FOR EXAMPLE FX AND A&E AND THE FOX REGIONAL SPORTS NETWORKS, NOT FS 1, NOT FOX SPORTS BUT THE REGIONAL SPORTS NETWORKS THE STAR IN INDIA, THE OWNERSHIP OF SKY, THE 39% THEY OWN THE 30% THEY OWN OF HULU ENDEMOL SHINE GROUP AS WELL ALL OF THOSE WILL BE PURCHASED BY DISNEY IN THIS DEAL FOR DISNEY STOCK. HOW IS IT GOING TO WORK IF YOURE A FOX SHAREHOLDER, LET ME TELL YOU THIS IS WHAT AT LEAST THE WAY THEY ARE APPROACHING IT AT THIS POINT, YOU WOULD GET A SPINCO, ONE SHARE OF SPINCO, THAT WOULD BE WHAT IS REMAINING AT 21st CENTURY FOX, NAMELY FOX NEWS, FOX BUSINEES, FOX BROADCAST NETWORK AND FOX SPORTS NETWORK THOSE YOU WOULD GET A NEW SHARE OF, THAT COMPANY AND THEN YOU WOULD GET IN SOME PROPORTION TO YOUR HOLDINGS, SHARES OF DISNEY AS WELL. IN A FIXED RATIO AND THAT IS WHAT IS CONTIMPLATED AT THIS POINT THE DEAL GOING TO BE WORTH MORE THAN $60 BILLION THATS AN ENTERPRISE VALUE, REMEMBER THERES GOING TO BE ASSUMPTION OF DEBT ON THESE ASSETS AND THAT'S UNCLEAR EXACTLY HOW MUCH THEN THERE WILL BE AN EXCHANGE OF DISNEY EQUITY FOR SAID ASSETS THE REGIONAL SPORTS NETWORKS COULD BE WORTH AS MUCH AS $20 BILLION ON THEIR OWN DEPENDS ON WHERE YOU LOOK IN TERMS OF THE VALUE OF A&E AND FX MAYBE THOSE ARE 4, IT DEPENDS LOOKING AT DIFFERENT ANALYSTS, STAR, PROBABLY AT LEAST $10 BILLION, MAY BE ARGUING FOR MORE. STUDIO, WHO KNOWS 12.5, 13 TO 16 SOME SAY THE OWNERSHIP OF SKY AND OWNERSHIP OF HULU AND THAT ADDS UP TO A VERY LARGE NUMBER. WILL THEY GET THERE? WELL, LETS SEE. THERE WILL BE TAX LEAKAGE AND IT WILL BE A TAXABLE TRANSACTION BUT THE TWO SIDES ARE CLOSING IN ON A DEAL THAT COULD BE ANNOUNCED AS SOON AS NEXT WEEK, GUYS.

For more information contact:

Jennifer Dauble
CNBC
t: 201.735.4721
m: 201.615.2787
e: jennifer.dauble@nbcuni.com

Emma Martin
CNBC
t: 201.735.4713
e: emma.martin@nbcuni.com