Disney could avoid a bidding war with Comcast if it's willing to shed these Fox assets

Key Points
  • Disney could choose to split Fox's assets with Comcast in lieu of a bidding war.
  • Comcast would probably covet Sky, Star and Hulu.
  • Comcast is preparing to top Disney's bid for Fox's assets if AT&T's deal for Time Warner is approved on June 12.
Morris Mark: Comcast sees itself as a media company instead of a communications company

Comcast's plan to outbid Disney for Fox's assets is evidence that CEO Brian Roberts believes the deal is too unique for Comcast to pass up without a fight. (Comcast owns NBCUniversal, the parent company of CNBC.)

Pushing away Disney won't be easy. Fox Executive Chairman Rupert Murdoch already agreed to take less money from Disney than Comcast, a sign that he sees a higher future value in Disney shares. While Disney is paying in stock, Comcast is talking to banks to raise about $60 billion for an all-cash counterbid. That would top Disney's December offer, valued at the time at $52.4 billion.

Murdoch owns 17 percent of Fox's outstanding shares, so it's possible Comcast could convince enough Fox shareholders to take an all-cash offer even if Murdoch resists.

If that doesn't work, Comcast would still prefer a consolation prize to nothing.

Could Disney strike a deal with Comcast, where it effectively splits up Fox's assets, in lieu of an all-out bidding war? Here are the Fox assets Comcast covets:

Sky PLC. Comcast generates nearly all of its revenue from within the United States. International growth has long been viewed as the next horizon for the largest U.S. cable provider. Sky owns billions of dollars worth of original and exclusive content, including Premier League soccer rights. It's also a European pay-TV and internet provider — the same business that Comcast has dominated for more than a decade. Fox owns 39 percent of Sky and is attempting to acquire the rest (currently a publicly traded entity). Comcast also wants the entire business, having already topped Fox's bid for the outstanding 61 percent with a $31 billion offer.

Star India. Comcast would love to have a foothold in India, where entertainment consumption growth is massive. Netflix, too, is trying to crack the country, which analysts suggest could be a huge growth engine. Star India, which operates about 70 different entertainment channels, reaches more than 720 million viewers a month in more than 100 countries. Star also owns sports rights, including a $940 million deal for India's most popular sport, cricket, signed just last month. Sports rights are seen as the lifeblood of the traditional pay-TV ecosystem (Comcast's core business) because consumers watch games live rather than on demand.

Hulu. Speaking of on-demand, Comcast has a hedge against the decline of pay-TV: its stake in Hulu. Comcast's NBCUniversal owns 30 percent of the platform. The remainder is split among Disney (30 percent), Fox (30 percent) and Time Warner (10 percent), which may soon be part of AT&T if the government fails to block the deal. The Fox deal would give Disney a controlling stake, thus tipping the balance of power around Hulu to Disney CEO Bob Iger. This would lead to an unstable situation for Comcast, likely forcing a sale of its stake to Disney. But if Comcast could wrestle away Fox's stake in Hulu, it would become the controlling owner of Hulu and could use it as a defense against Netflix and Disney's new streaming service, which will debut next year.

'Is Bob Iger prepared for a true battle?'

Still, don't expect Disney to simply hand Comcast all three jewels. Disney won't be content walking away only with Fox's movie studio, entertainment cable channels, regional sports networks and a handful of other assets, said BTIG media analyst Rich Greenfield.

"What Disney lacks is a greater global presence and a direct-to-consumer skill-set," Greenfield said. "In other words, the entire reason Disney wants this deal is for the assets that Comcast also wants. Is Bob Iger prepared for a true battle? Because I expect Brian Roberts to go all-in on this."

Comcast's management doesn't see another company it wants to acquire that's remotely as strategically valuable as Fox's assets, according to people familiar with the matter. That suggests Comcast isn't going to walk away easily.

Splitting the Fox assets may be the simplest plan for Disney to escape a drawn-out, expensive war.

"Comcast needs to have the Fox assets," Greenfield said. "Does Disney really need a distribution platform or a bigger studio? If I'm Bob Iger, I've got to be thinking, how much am I willing to pay for this? Maybe I'm better off letting them have it, taking the breakup fee, and using my money to buy something else."

Iger is scheduled to speak Tuesday after Disney reports earnings around 4 p.m. ET.

Disclosure: Comcast is the owner of NBCUniversal, parent company of CNBC and