TWENTY-FIRST CENTURY FOX, INC. | 2013 | FY | 3


NOTE 15. RELATED PARTIES

 

Director transactions

In connection with the Separation, the Company undertook a series of internal reorganization transactions to facilitate the transfers of entities and the related assets and liabilities. As part of those transactions, the Company redeemed 7,600 shares of preferred stock of Fox Television Holdings, Inc. (the “Preferred Stock”), an indirect wholly-owned subsidiary, from Mr. K.R. Murdoch, the Company's Chairman and CEO. Mr. K.R. Murdoch initially was issued the Preferred Stock in connection with the Company's first acquisition of broadcast television stations in the U.S., at a time when the Company was domiciled in Australia.  The Preferred Stock was issued to Mr. K.R. Murdoch, a U.S. citizen, to enable compliance with federal law and FCC rules regulating foreign ownership of broadcast licensees.  The structure was no longer necessary under federal law or FCC rules. The total redemption of approximately $875,000 consisted of a $760,000 repurchase at par value, plus accrued and unpaid dividends of approximately $115,000 (based on a $12 per share annual dividend). The amount paid was pursuant to the terms of the Preferred Stock and no premium was paid on the shares.

 

Freud Communications, which is controlled by Matthew Freud, Mr. K.R. Murdoch's son-in-law, provided external support to certain press and publicity activities of the Company during fiscal years 2013, 2012, and 2011.  The fees paid by the Company to Freud Communications were approximately $138,000, $195,000 and $202,000 in fiscal years ended June 30, 2013, 2012 and 2011, respectively.

 

Shine was controlled by Ms. Elisabeth Murdoch, the daughter of Mr. K.R. Murdoch through April 2011. In April 2011, the Company acquired Shine. (See Note 3 – Acquisitions, Disposals and Other Transactions for further discussion)  Prior to the acquisition, through the normal course of business, certain subsidiaries of the Company entered into various production and distribution arrangements with Shine.  Pursuant to these arrangements, the Company paid Shine an aggregate of approximately $4.1 million in the period from July 1, 2010 through the date of acquisition and approximately $11.9 million in the fiscal year ended June 30, 2010.  As of the acquisition date, transactions with Shine are eliminated in consolidation.

 

Mr. Stanley Shuman, who resigned as Director Emeritus on June 28, 2013, and Mr. Kenneth Siskind, son of Mr. Arthur M. Siskind, Director Emeritus and Senior Advisor to the Chairman, are Managing Directors of Allen & Company LLC, a U.S. based investment bank, which provided investment advisory services to the Company.  Total fees paid to Allen & Company LLC were $3 million, nil and $13.6 million in fiscal 2013, 2012 and 2011, respectively.

 

Other related entities

 

In the ordinary course of business, the Company enters into transactions with related parties, such as equity affiliates, to purchase and/or sell advertising, the sale of programming, administrative services and supplying digital technology and services for digital pay television platforms. The following table sets forth the net revenue from related parties included in the consolidated statements of operations:

  For the years ended June 30,
  2013 2012 2011
   (in millions)
          
Related party revenue, net of expense $ 398 $ 317 $ 362

The following table sets forth the amount of accounts receivable due from and payable to related parties outstanding on the consolidated balance sheets:

  As of June 30,
  2013 2012
   (in millions)
       
Accounts receivable from related parties $ 254 $ 245
Accounts payable to related parties(a)   456   159

Rotana

 

The Company currently has an approximate 19% interest in Rotana Holding FZ-LLC (“Rotana”), which operates a diversified film, television, audio, advertising and entertainment business across the Middle East and North Africa. A significant stockholder of the Company, who owns approximately 7% of the Company's Class B Common Stock, owns a controlling interest in Rotana.  The Company also has an option to sell its interest in Rotana in fiscal year 2015 at the higher of the price per share based on a bona-fide sale offer or the original subscription price.


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