Roy Disney Considered Buying Disney & Selling the Parks - YouTube

Channel: Midway to Main Street

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Did you know that at one point in 1984, Roy E. Disney was considering a takeover of the
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Disney company that included selling off some of the theme parks?
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I’ll admit, that’s a pretty melodramatic statement, but it is true.
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In early 1984 Disney was facing a potential hostile takeover by a corporate raider,
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and of the many options considered by both Disney and Roy, one of them included Roy buying
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the company himself and selling parts of it off.
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This is Saul P. Steinberg.
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He was a corporate raider.
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What he and many other raiders in the 1980s did was sell junk bonds from their companies.
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They were essentially loans that had a high risk of defaulting, but a high interest rate.
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They’d use these junk bonds to raise money in the short term, and then use that money
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to buyout other companies.
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Then they would use the profits of the newly owned company to pay off those loans.
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Disney at that time made for a really appealing target.
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It was a company with a lot of value in its properties and assets, including three theme
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parks and a beloved film library that spanned nearly 50 years.
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Yet at the same time the failings of its current leadership meant that it wasn’t trading
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that well.
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The value was there, but Disney wasn’t doing enough with it.
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Steinberg decided he would be the one to do something with it, even if that something
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was breaking it apart and selling it off piecemeal.
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So he began to put a takeover in motion.
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Now it’s important to note that a hostile takeover like this isn’t something that
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happens overnight.
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It takes time, and the process typically starts with the raider buying up a large amount of
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the company’s stock.
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So when a takeover is happening, the company is aware and usually has time to try and strategize
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a defense.
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When Disney learned that Steinberg’s company, Reliance Insurance, was buying up their stock,
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they had to act fast and figure out what to do.
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While they didn’t know what would work and what would backfire, the options Disney had
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were numerous.
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One option included offering to buy back the Disney stock from Steinberg at a higher price.
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This practice was called greenmail, and it was less than ideal because paying greenmail
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usually meant another raider would come right around the corner to do the same thing.
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Another option would be to, as odd as it sounds, buy another company.
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Spending a considerable amount of money on an acquisition of their own would not only
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saddle them with debt, but it would dilute the value of Disney’s stock as well.
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In general, it would make Disney a less appealing target.
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The problem there was
 well, it’d saddle them with debt and dilute their stock.
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Disney opted to give this method a shot.
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In May of 1984 Disney would issue $200 million in new stock in order to buy the Arvida Corporation
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from the Bass Brothers of Texas.
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To the public this was done because Arvida was a company in the business of developing
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resorts and owned 20,000 acres of land across Florida, Georgia and California.
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Internally it was a clear attempt at slowing down Steinberg, and it was a waste of money.
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Disney already knew how to develop resorts, and most of the 27,000 acres they already
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owned in Florida was still unused.
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They didn’t need the company and they didn’t need it’s land.
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Worst of all, it didn’t stop Steinberg.
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There was a third option, and that was to take the public company private again by buying it.
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Disney management consider this as well, but as they did, someone else was considering it.
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Roy E Disney at this point was no longer a part of the Disney Company.
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He had resigned from his position years prior.
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Roy felt that the company wasn’t evolving creatively anymore, and instead opted to just
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sit on the Disney board.
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Later, in March of 1984 Roy would resign from that position as well.
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This time it was to clear himself from any potential conflict of interest as he and his
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firm, Shamrock Holdings, prepared to act against Disney in order to unseat it’s leadership
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and right a ship that he had felt sailed astray years ago.
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Shamrock hired an independent company to conduct a study on Disney to find out how much it
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was worth, and how much it would cost to buy.
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What they found was that it would cost Roy over $2 billion to buy Walt Disney Productions.
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He would essentially have to borrow the money from outside investors, use it to buy the
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company, and then turn around and sell parts of the company to pay back that loan.
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To him it was a simple choice.
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If he had to sell off a part of the company it would be the theme parks.
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Growing up with his Uncle Walt’s movies and working in animation and film himself,
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he saw Disney as a film studio first and foremost.
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It wasn’t ideal that he would have to sell part of the company, but he felt all things
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considered, he’d rather save part of the company than none of it.
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So he went ahead and started to have investors lined up for the massive loan he would need
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to take over Disney.
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With all of the planning coming together, Roy would later learn that he would need to
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put $200 million of his own money up to buy Walt Disney Productions and he would have
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to sell one of the two resorts to pay back the loan of over $2 billion.
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In theory he was ready to carve out a piece of the company to save the rest, but when
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the time came he couldn’t bring himself to do it.
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He couldn’t cannibalize what his family worked so hard to build.
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Ultimately Shamrock Holdings would pass on the decision.
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So what did happen?
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Well long story short, Disney’s board ultimately decided to pay greenmail to Steinberg in return
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for the 4.2 million shares he owned.
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The greenmail would cost Disney over $325 million and it was approved under the condition
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that Disney would make moves to improve their overall value to prevent other raiders from
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trying to extort greenmail from them later down the line.
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Roy was asked back onto the board of directors and helped kick off a drastic shift in leadership.
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Remember that company Arvida that Disney bought?
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Well the Bass brothers would ultimately increase their stake in Disney up to 25%, which scared
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off other raiders They would also back his fight to have CEO Ron Miller ousted and replaced
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with new management.
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Under his suggestion and their support, the board approved the hiring of Frank Wells as
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President of the company and Michael Eisner as Chairman and CEO.
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So luckily in the end, Roy didn’t have to take over his uncle’s company or sell parts
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of it off.
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But for that short time, amongst all the “what ifs” and “maybes”, there was a possible
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future where a Disney would have owned Disney, but not Disneyland.
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If you want to learn more about the tumultuous period in which Disney was almost taken over,
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I highly suggest checking out Storming the Magic Kingdom by John Taylor.
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You can find a link to it in the description below.
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Thank you all for watching and have a great week!