M&A - fuboTV Inc. /FL

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000164117225012471

Filing Summary: On May 20, 2025, fuboTV Inc. dismissed KPMG LLP as its independent registered public accounting firm and appointed PricewaterhouseCoopers LLP as its new independent auditor due to auditor independence concerns related to a Business Combination Agreement with The Walt Disney Company and Hulu, LLC. The Business Combination remains subject to various closing conditions, including shareholder approvals and regulatory clearances. KPMG's audit reports for the previous fiscal years did not contain adverse opinions or disagreements. A letter from KPMG regarding this update is included as an exhibit in the filing.

Form Type: DEFA14A

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027921

Filing Summary: FuboTV Inc. filed a supplement to its definitive proxy statement on May 27, 2025, concerning its Annual Meeting of Shareholders scheduled for June 17, 2025. This supplement addresses changes to the Company's independent registered public accounting firm due to auditor independence implications related to the pending business combination with Hulu + Live TV. The Audit Committee has appointed PricewaterhouseCoopers LLP (PwC) as the new independent registered public accounting firm, dismissing KPMG LLP. Shareholders are asked to ratify PwC's appointment at the upcoming meeting. Furthermore, it is noted that the merger's closing is subject to necessary shareholder and regulatory approvals, with additional details provided in a Form 8-K previously filed on January 10, 2025.

Form Type: 8-K/A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000149315225001580

Filing Summary: On January 6, 2025, fuboTV Inc. entered into a Business Combination Agreement (BCA) with The Walt Disney Company and Hulu. This agreement includes Hulu contributing certain assets related to carriage agreements to a new entity, Newco, which will be jointly owned by Hulu and fuboTV. fuboTV will undergo an 'Up-C' reorganization, exchanging its business for a 30% economic interest in Newco, while Hulu will obtain a 70% economic interest. Additionally, fuboTV will issue a newly created class of common stock, Class B Common Stock, representing a 70% voting interest in the company to Hulu. The completion of this transaction is contingent on various conditions including shareholder approval and regulatory clearances. The 8-K/A provides updated information and terms of the BCA and outlines governance changes and the structure of the Board post-transaction. Moreover, a retention bonus program was approved to incentivize key employees during this transition.

Form Type: DEFA14A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000149315225001581

Filing Summary: On January 6, 2025, fuboTV Inc. announced its entry into a Business Combination Agreement (BCA) with The Walt Disney Company and Hulu, LLC. The agreement includes significant contributions from Hulu involving certain assets related to programming and distribution agreements to a new entity, Newco, which Fubo and Hulu will jointly own. Under the terms of the BCA, Hulu will hold a 70% economic interest in Newco, while Fubo will hold a 30% interest. Additionally, Fubo will issue a new class of common stock to Hulu representing 70% of the voting power in the company. The report details the reorganization required before closing, the structure of Newco as an umbrella partnership C corporation, and various conditions for completion of the transaction, including shareholder approval and regulatory clearances. The agreement specifies termination rights, conditions for the completion of the merger, and governance matters post-transaction, with Hulu expected to control the board of directors. Furthermore, retention bonuses and a financing agreement for $145 million have been established to facilitate the transaction.

Form Type: 425

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000149315225000392

Filing Summary: On January 6, 2025, fuboTV Inc. and The Walt Disney Company announced their entry into a Business Combination Agreement involving Fubo, Disney, and Hulu. This agreement will involve a series of transactions as part of the combination. Concurrently, a settlement was reached regarding an ongoing litigation involving FuboTV and several defendants, including Disney and Hulu, which addresses claims related to bundling of television channels and other contractual disputes. Under the settlement, the involved parties agreed to mutual releases and the dismissal of the claims with prejudice.

Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000149315225000390

Filing Summary: On January 6, 2025, fuboTV Inc. announced its entry into a Business Combination Agreement (BCA) with The Walt Disney Company and Hulu, LLC. A joint press release disclosed the transaction details, including a webcast to discuss transactions related to this agreement and litigation settlements. Concurrently with the BCA, fuboTV and various defendants reached a settlement concerning multiple claims. The settlement includes resolutions of claims regarding bundling of television channels and most-favored nations clauses, with mutual releases provided in connection with the agreement. The company's guidance for the fourth quarter and full year ended December 31, 2024 was also reaffirmed during this announcement.