When: Today, Thursday, December 14, 2017
Where: CNBC's "Squawk on the Street"
Following is the unofficial transcript of a CNBC interview with Disney Chairman and CEO Bob Iger and CNBC's David Faber on CNBC's "Squawk on the Street" (M-F 9AM-11AM) today, Thursday, December 14, 2017. Following is a link to the full interview on CNBC.com: https://www.cnbc.com/video/2017/12/14/disneys-bob-iger-thought-fox-deal-was-a-longshot.html.
All references must be sourced to CNBC.
DAVID FABER: -- 25% OF COURSE OF DISNEY'S SHARES WILL BE OWNED BY FOX SHAREHOLDERS, INCLUDING A LOT OF THE MURDOCH FAMILY. LET'S GET TO THE STORY ITSELF AND LET'S GET TO THE MAN BEHIND IT. BOB IGER NOW JOINS US FROM DISNEY HEADQUARTERS. GOOD MORNING, BOB. THANK YOU FOR BEING WITH US.
BOB IGER: GOOD MORNING, DAVID. THANK YOU. GOOD MORNING.
FABER: LET ME START OFF WITH RISK. YOU KNOW, A DEAL OF THIS NATURE, AND ALL DEALS, OF COURSE, COME WITH AN INHERENT AMOUNT OF RISK. YOU'VE DONE DEALS IN THE PAST, BUT NOTHING APPROACHING THE SIZE OF THIS. NOTHING APPROACHING ITS SCOPE IN TERMS OF GEOGRAPHY WITH THE INTERNATIONAL ASSETS. AND I KNOW YOU'LL MAKE A DIFFERENT ARGUMENT, BUT ALSO ON ANTI-TRUST. SO I GUESS MY QUESTION IS, WHY IS IT WORTHWHILE FOR DISNEY TO UNDERTAKE THIS RISK, TO GIVE 25% OF ITS STOCK TO FOX SHAREHOLDERS FOR THIS DEAL?
IGER: WELL, I THINK IT HAS TO START WITH THE QUALITY OF THE ASSETS THAT WE'RE BUYING. RUPERT HAS MANAGED OVER TIME TO ASSEMBLE JUST A STELLAR GROUP OF ASSETS, AND AS YOU'VE POINTED OUT, BEFORE I CAME ON, THEY'RE GLOBAL IN NATURE. SO WE'RE GETTING HIGH-QUALITY CONTENT, WE'RE GETTING GLOBAL REACH, WE'RE GETTING ACCESS TO NEW TECHNOLOGIES, AND WE'RE ALSO GETTING GREAT TALENT. SO WE BELIEVED IN LOOKING AT THE OPPORTUNITY THAT WE HAD TO ACQUIRE ALL OF THAT AND CONSIDERING WHAT THE WORLD LOOKS LIKE TODAY IN TERMS OF MEDIA, THAT WHILE THERE'S RISK ASSOCIATED WITH THIS, WHETHER YOU LOOK AT THE PRICE OR WHETHER YOU LOOK AT THE REGULATORY SIDE OR WHETHER YOU LOOK AT THE COMPLEXITY OF INTEGRATING COMPANIES THIS SIZE, THAT RISK WAS WELL WORTH TAKING ON BECAUSE OF THE TREMENDOUS OPPORTUNITIES THAT LIE AHEAD FOR THIS COMBINATION. AND I THINK RUPERT, OBVIOUSLY, SAW THAT, TOO— TO OWN EQUITY IN THIS COMBINED COMPANY. AND YOU POINTED OUT THAT FOX SHAREHOLDERS OWN ROUGHLY 25% OF DISNEY. SHOULD PROVIDE THE FOX SHAREHOLDERS WITH SUBSTANTIAL UPSIDE. AND PARTICULARLY WHEN YOU LOOK AT ALL THE DISRUPTION THAT EXISTS IN TODAY'S WORLD OF MEDIA, AND YOU CONSIDER WHAT THIS COMBINATION MIGHT BE ABLE TO DO IN TERMS OF NOT ONLY CONTENDING WITH THAT DISRUPTION BUT ACTUALLY THRIVING IN SUCH A YOU KNOW, A DIFFERENT WORLD. I THINK IT'S VERY ATTRACTIVE, AND AGAIN, TO START WITH – WE'LL GO BACK TO THE QUESTION YOU ASKED, WORTH THE RISK ASSOCIATED WITH IT.
FABER: BOB, TAKE ME BACK A BIT, IF YOU CAN. BECAUSE I THINK THE GENESIS OF THESE CONVERSATIONS AND WHERE WE ARE TODAY IS IMPORTANT TO UNDERSTANDING IT FROM ITS WHOLE. MY UNDERSTANDING IS, YOU AND MR. MURDOCH, YOU KNOW, YOU MEET OCCASIONALLY OF CEOs OF YOUR LIKE DO, YOU'VE KNOWN EACH OTHER FOR A LONG TIME, AND HE PERHAPS WAS STARTING TO BROACH SOME OF THE CHALLENGES HE SEES IN THE FUTURE AND YOU SEIZED ON THAT FOR AT LEAST THE OPPORTUNITY OF A VISION YOU SAW. BUT TELL ME WHY, A, HE SAW IT AS CHALLENGES TO HIS BUSINESS AND YOU SAW IT AS AN OPPORTUNITY TO GET A LOT BIGGER IN A LOT OF DIFFERENT AREAS, IF THE OPPORTUNITY ACTUALLY, AS IT DID, CAME TO THE FORE?
FABER: WELL, I DON'T WANT TO ANSWER THE QUESTION ON HIS BEHALF, EXCEPT TO SAY AS I MENTIONED A FEW MINUTES AGO, I'VE HAD GREAT RESPECT FOR HIM, PARTICULARLY GIVEN THE ARRAY OF ASSETS HE'S MANAGED TO PUT TOGETHER AND HOW THEY'VE BEEN MANAGED. AND WE GET TOGETHER OCCASIONALLY, BECAUSE WE GENUINELY LIKE EACH OTHER AND RESPECT ONE ANOTHER, AND IT'S GREAT TO BE ABLE TO SPEND SOME TIME MUSING ABOUT THE BUSINESS. AND IN A MEETING WE HAD, A CASUAL GET-TOGETHER, THIS SUMMER, WE BOTH TALKED A LOT ABOUT THE DISRUPTIVE FORCES OF THE BUSINESS AND WHERE IT MIGHT BE GOING, AND I THINK GENERALLY AGREED WITH ONE ANOTHER ON WHAT WE WERE SEEING. AND WHEN I LEFT, I JUST FELT THAT I HAD THE IMPRESSION THAT MAYBE, MAYBE, HE WOULD BE OPEN TO DOING SOMETHING TOGETHER. AND SO I CALLED HIM A FEW WEEKS LATER AFTER THINKING ABOUT IT AND POSED THE NOTION OF TAKING THIS VERY SERIOUSLY AND POSSIBLY CONSIDERING THE TWO OF US MERGING OR US ACQUIRING THEIR ASSETS. AND HE SHOWED A WILLINGNESS TO TAKE A LOOK AT IT. WE PUT PENCIL TO PAPER, SPENT A LOT OF TIME ON IT, AND CAME BACK TO HIM AND SAID, WE THINK THIS IS REALLY WORTH IT, AND OFF WE WENT. AND IT'S BEEN AN INTERESTING, BUT A SMOOTH AND CORDIAL NEGOTIATION. WE'RE BOTH REALLY PLEASED WITH WHERE WE ENDED UP, BOTH IN TERMS OF PRICE, BUT ALSO IN TERMS OF THE ASSETS THAT WE'RE PUTTING TOGETHER. AND I THINK YOU HAVE TO LOOK AT THIS IN TERMS OF A GLOBAL PERSPECTIVE. NOT ONLY DOES THIS GIVE US GREAT REACH GLOBALLY, BUT IF YOU LOOK AT THE WORLD TODAY, CONSUMERS ARE CONSUMING FAR MORE CONTENT, ENTERTAINMENT EXPERIENCES THAN EVER BEFORE. QUALITY REALLY MATTERS, BUT SO DOES THE MEANS OF ACCESS. IT HAS TO BE USER FRIENDLY, IT HAS TO BE NAVIGABLE, IT HAS TO BE ACCESSIBLE IN FRICTIONLESS WAYS. AND WE LOVE WHAT THEY'VE BEEN ABLE TO DO IN TERMS OF DELIVERING CONTENT TO CONSUMERS, BOTH IN EUROPE AND PARTS OF ASIA AND INDIA. WE LIKE THE IDEA OF BEING ABLE TO CONTROL HULU THROUGH THIS ACQUISITION AND PROVIDING CONSUMERS WITH MORE OPPORTUNITIES TO ACCESS GREAT CONTENT UNDER COMPELLING EXPERIENCES IN THE UNITED STATES. AND WE LOVE THE BRANDS THAT WE'RE BUYING AND THE COMBINATION OF THEIR BRANDS WITH OURS AND WHAT WE MIGHT BE ABLE TO OFFER CONSUMERS AND THE PRODUCTION CAPABILITIES. AND WE'VE ALSO GOT GREAT TALENT THAT'S COMING WITH THIS. AND I TRULY APPRECIATE THAT.
FABER: YEAH, WELL, WE'VE SPENT, OF COURSE, THE LAST FEW WEEKS TALKING ABOUT THE POSSIBILITY OF THE DEAL AND FOCUSING, IN PART, ON THE INTERNATIONAL, BUT ALSO ON THE DIRECT-TO-CONSUMER EFFORT THAT YOU'RE GOING TO BE UNDERTAKING A LITTLE MORE THAN A YEAR FROM NOW. WAS THAT THE KEY TO THIS DEAL? WAS THERE ANY ONE? AND ON DIRECT-TO-CONSUMER, BOB, I MEAN IT'S, YOU KNOW, SOMETHING THAT TOUGH SOME EXPERIENCE WITH, BUT NOT PERHAPS AS MUCH AS THE PEOPLE YOU'RE GOING TO BE -- OR THE COMPANIES YOU'RE GOING TO BE FIGHTING WITH. WHAT GIVES YOU THE CONFIDENCE THAT YOU ARE GOING TO BE ABLE TO SUCCEED IN THIS INCREASINGLY COMPETITIVE ENVIRONMENT?
IGER: WELL, THEY HAVE A LOT OF DIRECT-TO-CONSUMER EXPERIENCE, PARTICULARLY IN EUROPE, WHERE THEY HAVE ROUGHLY 23 MILLION SUBSCRIBERS AND IN INDIA AND WE BELIEVE THAT WE'LL BE ABLE TO TAKE FULL ADVANTAGE OF THE EXPERIENCE THAT THEY HAVE. HULU HAS BEEN BUILDING THAT EXPERIENCE HERE IN THE UNITED STATES, AS WELL. AND WE THINK BY CONTROLLING HULU, WE'LL BE ABLE TO ACCELERATE ITS GROWTH IN THE DIRECT-TO-CONSUMER SPACE BUT I THINK YOU HAVE TO –
FABER: WHAT DOES THAT MEAN, BOB? ON HULU. WHEN YOU SAY, CONTROL ITS -- I WANT TO STOP YOU THERE, BECAUSE I WANT TO UNDERSTAND MORE WHAT YOUR STRATEGY IS GOING TO BE FOR HULU. WHICH, BY THE WAY, I THINK IS LOSING $1 BILLION A YEAR AND YOU'RE GOING TO HAVE TO CONSOLIDATE THAT ON YOUR BALANCE SHEET. THAT CAN'T BE NECESSARILY A PRETTY PICTURE.
IGER: WELL, WE'LL BE BUYING CONTROL OF HULU, BECAUSE WE'LL BE BUYING OUT FOX'S STAKE. AND WITH THAT, WE'LL HAVE THE ABILITY TO DIRECT HULU IN WAYS THAT WE HAVEN'T BEEN ABLE TO, AS ESSENTIALLY EQUAL PARTNERS. BUT WE'LL ALSO BE ABLE TO INFUSE HULU WITH EVEN MORE CONTENT. WE WILL ACTUALLY INVEST IN CONTENT FROM BOTH ENTITIES FOR HULU. OUR GOAL ON THE DIRECT-TO-CONSUMER FRONT IN THE UNITED STATES IS TO GO OUT WITH ESSENTIALLY A FAMILY-ORIENTED PRODUCT WITH DISNEY AND PIXAR AND MARVEL AND LUCAS AND THAT'S GOING TO LAUNCH IN 2019, A SPORTS PRODUCT FROM ESPN IN 2018, AND WE'LL PROBABLY BE A MORE ADULT-ORIENTED PRODUCT FROM HULU AND GIVE CONSUMERS THE ABILITY TO BUY ALL THREE OR TO BUY THEM INDIVIDUALLY. BUT IT'S STILL A BIT EARLY RIGHT NOW TO DETERMINE FULLY WHAT DIRECTION WE'LL TAKE THAT. WE'LL OBVIOUSLY USE ONE ENGINE, ONE CONSUMER ACQUISITION ENGINE OR CONSUMER RETENTION ENGINE, ONE TECHNOLOGICAL PLATFORM TO ESSENTIALLY FLOW ALL THE CONTENT WE'LL CREATE TO CONSUMERS. AND WE THINK IT'S ACTUALLY QUITE A COMPELLING OPPORTUNITY FOR THE COMPANY AND WE THINK IT'S REALLY COMPELLING FROM A CONSUMER PERSPECTIVE.
FABER: YOU KNOW, ON HULU, AGAIN, YOU -- BOB, YOU COMPETED WITH COMCAST, OF COURSE, WE'VE REPORTED ON THIS, FOR THIS ASSET. THEY ARE A SIGNIFICANT OWNER OF HULU, AS WELL, A CONSENT DECREE COMES OFF, MIDDLE OF LATE OR NEXT YEAR. DO YOU ANTICIPATE ANY TROUBLE FROM THE MINORITY INVESTORS IN HULU, AS YOU SORT OF TAKE CONTROL OF THAT COMPANY AND DICTATE ITS FUTURE?
IGER: NO, WE CERTAINLY HOPE NOT. WE THINK IT'S GOING TO PROVIDE COMCAST WITH AN INTERESTING OPPORTUNITY, AS WELL, AS WE SEEK TO GROW HULU IN EVEN MORE COMPELLING WAYS. I HAVE NOT SPOKEN WITH BRIAN ROBERTS ABOUT IT TODAY. I PLAN TO GIVE HIM A CALL AT SOME POINT TO TALK ABOUT IT, BUT IT'S STILL KIND OF EARLY. BUT TO GO BACK TO ONE OF YOUR QUESTIONS IN TERMS OF WHAT'S THE MOST COMPELLING ASPECT TO THIS, DAVID, I THINK YOU HAVE TO LOOK AT THE CONTENT THAT WE'RE BUYING, YOU HAVE TO LOOK AT THE GLOBAL FOOTPRINT, YOU HAVE TO LOOK AT THE ACCESS THAT ALL OF THIS GOING TO ENABLE, AND YOU HAVE TO LOOK AT THE PEOPLE.
FABER: YOU ARE ON THE HOOK FOR A REVERSE BREAKUP FEE OF $2.5 BILLION SHOULD THE ANTI-TRUST AUTHORITY SAY, WE DON'T WANT THIS DEAL TO HAPPEN. THERE IS SOME, AT LEAST, CONCERN IN CERTAIN QUARTERS ABOUT THE BRINGING TOGETHER OF THE REGIONAL SPORTS NETWORKS WITH ESPN, AND AS WELL, TWO STUDIOS THAT TOGETHER THAT WOULD REPRESENT AS MUCH AS OR MORE OF 30% OF THE ANNUAL BOX OFFICE. WHY ARE YOU WILLING TO BET $2.5 BILLION THAT YOU CAN GET THIS THROUGH ANTI-TRUST?
IGER: WELL, WE THINK THAT THIS IS VERY CONSUMER-FRIENDLY. THE AIM OF THIS COMBINED COMPANY IS TO CREATE EVEN MORE HIGH-QUALITY CONTENT AND THEN TO DISTRIBUTE IT IN WAYS THAT CONSUMERS PREFER AND CONSUMERS DEMAND IN TODAY'S WORLD. AND WE THINK THAT THIS COMBINATION IS GOING TO ENABLE EVEN MORE OF THAT. AND WE HOPE THAT REGULATORY AUTHORITIES BOTH HERE AND THE UNITED STATES LOOK AT IT WITH A CONSUMER IN MIND. THAT'S PRIMARILY WHY. ON THE SPORTS SIDE, I THINK YOU HAVE TO LOOK AT THE REGIONAL SPORTS NETWORKS AS A COMPLIMENT TO ESPN, NOT AN OVERLAP IN THE SENSE THAT, LIKE A TELEVISION NETWORK HAS TELEVISION AFFILIATES, WHERE A NETWORK IS A NATIONAL PROGRAMMER AND THE AFFILIATES ARE LOCAL, THE SAME THING IS THE CASE HERE, WHERE ESPN HAS ESSENTIALLY A NATIONAL PROGRAM FOOTPRINT AND THE RSNs ARE MORE LOCAL IN NATURE, AND THEY'LL BE ABLE TO COMPLEMENT ONE ANOTHER. THERE'LL BE A SHARING OF PRODUCT, SO THAT WE CAN INFUSE ESPN NATIONAL WITH SOME MORE LOCAL CONTENT AND INFUSE THE LOCAL REGIONAL SPORTS NETWORKS WITH MORE NATIONAL CONTENT AND THE RESULT OF BOTH WILL BE BETTER FOR THE CONSUMER THAN IT IS TODAY – THAN THEY ARE TODAY.
FABER: YOU KNOW, ON THE ANTI-TRUST FRONT, I'VE REPORTED OF COURSE, COMCAST, OUR PARENT COMPANY HAS COMPETED FOR THIS ASSET, BUT THERE WAS CONCERN ABOUT ITS ANTI-TRUST PROFILE WHEN IT CAME TO BEING A POTENTIAL BUYER OF THEM AND THAT MAY HAVE BEEN ONE REASON COMCAST DID NOT EMERGE WITH THIS PRIZE. ARE YOU CONCERNED AT ALL, BOB, THAT THERE MIGHT BE AN INTERLOPER HERE? THAT THERE MIGHT BE A COMPANY, WHETHER IT'S A COMCAST OR ANOTHER WHO SAYS, YOU KNOW WHAT, YOU'RE PAYING TOO LOW A PRICE. WE ACTUALLY THINK YOU'RE GETTING AWAY WITH SOMETHING THAT FOX COULD GET MORE MONEY FOR. AND WE'RE COMING OVER THE TOP, AND WE'RE GOING TO MAKE A BID TO TRY TO TAKE THIS AWAY FROM YOU.
IGER: WELL, I THINK WHEN YOU ENTER INTO AN AGREEMENT LIKE THIS, YOU HAVE TO HAVE YOUR EYES WIDE OPEN TO ALL KINDS OF POSSIBILITIES, WHETHER IT'S THE REGULATORY RISK OR THE RISK OF GETTING TOPPED. I THINK YOU HAVE TO LOOK AT WHAT'S BEST FOR THE SHAREHOLDERS OF THE COMPANIES. WE'RE CONVINCED THAT THIS IS CERTAINLY GOOD FOR THE SHAREHOLDERS OF DISNEY BUT IF YOU'RE A SHAREHOLDER OF 21st CENTURY FOX, AND YOU CAN SUDDENLY OWN CURRENCY THAT COMBINES ASSETS THAT INCLUDES DISNEY AND ALL OF ITS ASSETS AND ITS REACH AND ITS HERITAGE AND THE QUALITY OF ITS BRANDS AND THE 21st CENTURY ASSETS, PARTICULARLY THE INTERNATIONAL SIDE, BUT ALSO THE INTELLECTUAL PROPERTY AND THE PEOPLE, YOU END UP WITH SOMETHING THAT I THINK IS VERY, VERY COMPELLING, AS AN INVESTMENT TO CREATE LONG-TERM VALUE. AND IF YOU'RE IN IT TO CREATE LONG-TERM VALUE, WE THINK THAT WE'VE GOT AN EXTREMELY GOOD ARGUMENT TO MAKE TO THE SHAREHOLDERS, AS TO WHY THIS MAKES THE MOST SENSE FOR THEM.
FABER: SPEAKING OF LONG-TERM, YOUR TERM AT THE COMPANY IS GOING TO CONTINUE BEYOND WHAT HAD BEEN ORIGINALLY INTENDED, AS A RESULT OF COURSE, THE INTEGRATION THAT WILL TAKE PLACE AND YOU'RE OVERSEEING IT. I'VE REPORTED THAT YOU'VE CERTAINLY THOUGHT ABOUT A RUN FOR THE PRESIDENCY. WHY IS STAYING AT DISNEY THROUGH 2021 WORTH NOT MAKING A RUN FOR THE PRESIDENT OF THE UNITED STATES
IGER: WELL, I HADN'T MADE MY DECISIONS ABOUT WHAT I WAS GOING TO DO WHEN I LEFT DISNEY IN 2019. I LOVE MY JOB. I LOVE THE COMPANY THAT I'VE HAD AN OPPORTUNITY TO RUN FOR 12 YEARS, I BELIEVE STRONGLY IN THIS COMBINATION AND KNEW THAT IF WE PURSUED IT, THAT IT WOULD REQUIRE ME STAYING LONGER, AND I THOUGHT THAT WAS THE RIGHT THING TO DO, BOTH FOR ME PERSONALLY, BUT ALSO FOR THE SHAREHOLDERS OF THE WALT DISNEY COMPANY. THIS IS GOING TO TAKE A LOT OF ENERGY AND A LOT OF FOCUS. AND I LOOK FORWARD TO ROLLING UP MY SLEEVES AND GETTING INVOLVED OVER THE NEXT FEW YEARS AND PUTTING TOGETHER A COMPANY THAT, I THINK, WILL BE BOTH COMPELLING TO SHAREHOLDERS, BUT ALSO GREAT FOR CONSUMERS AROUND THE WORLD.
FABER: AND FINALLY, BOB, IN TERMS OF THAT EFFORT, OF COURSE, YOU'VE REFERENCED JAMES MURDOCH IN AN EARLIER INTERVIEW AND ON YOUR CALL, AS WELL, AND THE HELP THAT HE'S GIVEN YOU OR AT LEAST THAT YOU ANTICIPATE AS WELL WITH THE INTEGRATION, WHICH WILL PROVE SO IMPORTANT TO SUCCESS HERE. IS THERE GOING TO BE A ROLE FOR MR. MURDOCH IN DISNEY IN THE FUTURE?
IGER: JAMES AND I HAVE HAD A NUMBER OF CONVERSATIONS, AND HE WILL BE INTEGRAL TO PLANNING THE INTEGRATION OF THESE COMPANIES. WE'VE TALKED ABOUT A POTENTIAL ROLE FOR HIM HAVE NOT REALLY CONCLUDED ANYTHING, BUT WE'RE GOING TO CONTINUE TO HAVE THAT DISCUSSION. SO, STILL UNCLEAR, BUT WE'RE CERTAINLY GOING TO TALK ABOUT IT.
FABER: AND FINALLY, JUST YOUR REFLECTIONS AT THIS POINT. DID YOU THINK IN THAT LATE-SUMMER CONVERSATION WITH MURDOCH, YOU'D EVER ACTUALLY GET TO THIS DAY, ANNOUNCING THIS ENORMOUS AND REALLY SEISMIC DEAL?
IGER: NO, THAT'S A GOOD QUESTION TO ASK. NO, NOT REALLY. I THOUGHT IT WAS A LONG SHOT BUT THE MORE I THOUGHT ABOUT IT, THE MORE RUPERT THOUGHT ABOUT IT, THE MORE WE TALKED ABOUT IT, THE MORE IT MADE SENSE AND WHEN WE WERE ABLE TO AGREE TO THE TERMS, SOMEWHAT COMPLICATED IN NATURE, BUT STILL, I THINK, COMPELLING. WE GOT IT DONE. SO I'M CERTAINLY EXCITED TO BE HERE TODAY. I THINK IF YOU WERE TO ASK ME IN AUGUST AS WHETHER I WOULD GET TO THIS POINT, I'M NOT SURE THAT I WOULD HAVE BET THAT I WOULD HAVE, BUT CERTAINLY GLAD THAT WE HAVE REACHED THIS AGREEMENT AND REALLY LOOKING FORWARD TO THE FUTURE.
FABER: AS ARE WE. AND I THINK MANY OF US WOULD HAVE SHARED THOSE SIMILAR SENTIMENTS EARLY ON. BOB, THANK YOU SO MUCH FOR TAKING THE TIME WITH US THIS MORNING. WE APPRECIATE IT.
IGER: APPRECIATE IT. HAPPY HOLIDAYS.
FABER: BOB IGER.
FABER: AND YOU. BOB IGER, CHAIRMAN AND CEO OF THE SOON-TO-BE FAR-LARGER, FAR-LARGER DISNEY.
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CNBC
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