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BREAKING: Is Fox the New King of Connected TV? Breaking Down the Fox - Roku Deal
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- [00:00]
A
Welcome to the AdTech Godpod, your window into the world of advertising technology and the people behind it. I'm your host, AdTech God. Welcome back to the AdTech God Pod. Today is a breaking news episode. So Fox is acquiring Roku in a $22 billion deal. One of the biggest media and really ad tech stories we've seen in years. But before I start, I wanted to remind our listeners that Marketexture Media is having our fourth conference in Chicago on September 23rd. Our prior conferences had speakers like Jeff Green from the Trade Desk, Sofia Colucci from Molson Coors, Neil Vogel from People, Lance Armstrong from Next Ventures, Tim ellis from the NFL, Scott Ansign from Butler Till Joanna O' Connell from Omnicom, many more WNBA Weight Watchers, Pete and Jerry's PayPal. It was stacked. We're stacking it again in Chicago. Again, that's September 23rd. Go get your tickets. Chicago Market, live.com. if you're a brand or agency, it's free as long as those tickets are available. So go register now. Anyway, back to the show. Sorry for the plug, guys. Today we're going to talk about the acquisition of Roku by Fox. I have Richie Hayden, SVP of Publisher Solutions at Vayant, David Nuremberg, SVP at Intermedia Advertising, and Kyle Dozman from Cova. He's the former CRO of pubmedic and the founder of this new ad tech company. So I'm really excited to have you guys here. Thanks for joining.
- [01:29]
B
Thank you.
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C
Thanks for having me.
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A
Was that too long of a plug for the conference?
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D
No.
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A
Okay. Thank you. I did not practice it, so I'm glad it turned out okay.
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D
That was good.
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A
Awesome. I wanted to kick it over to Kyle, actually, so I wanted to start with you. You have an incredible background on the platform side, working at PubMatic for many years. You understand the SSP side of the business. From your perspective, what does Fox buying Roku mean in terms of the distribution ad tech infrastructure? Maybe even, like, getting the consumer attention that they need of all three. What's your opinion on this? On this new acquisition that they announced?
- [02:07]
C
Yeah, let me.
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B
So I was thinking about this. Maybe we start. Maybe I can set the table with the problems that I think Fox was trying to solve or the gaps they were trying to fill. So from my perspective, they have a declining entertainment business. They've got an older and aging demographic. They have indirect consumer relationships generally. Right. Consumers largely are watching on Hulu, where Disney owns the client relationship or the TV provider, where the TV provider owns the relationship. I think Fox News and Fox Nation had some logged in users, but subscale from an ecosystem perspective. Same with Tubi, but again overall subscale. So addressability was absolutely an issue, especially where it matters most on premium content across the industry. Non addressable content has absolutely been losing share over the past 18 months. Plus at least, you know, from where I was sitting and what I was able to observe, what Fox absolutely does have is premium content, right? And we've seen a lot of that over the weekend, over the past couple of weeks, over the next month with sports. So what does Roku bring to the table? So first, from an identity perspective, right, it starts to create a scalable, addressable footprint, right? Roku's footprint is absolutely real. I think it's like 100 million plus households.
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C
It brings an operating system, right, direct
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B
relationship with the consumer. So that, that is the source of identity. But it also creates a lot more of a durable position with the consumer. It brings scale. And so that helps in a couple ways, right? It helps in the ad business, both in terms of tech DSPs like scale, right. The ad tech ecosystem refers to that as volume bias and it is a real thing. But also negotiation leverage. Agencies like to do big deals and generally give focus to those deals. I think we all know that.
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C
But scale also helps with consumers.
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B
They have a lot more options in terms of bundling now, right? A much bigger streaming footprint. I think time will tell whether they bundle everything together or maintain separate offerings. But they have a lot more optionality
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C
on that front now.
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B
And as the industry moves towards performance, they have a lot more of the ingredients to compete. Identity, scale, premium content, et cetera. And so I think it positions them well for the trajectory of the ecosystem at large.
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A
I love that, Kyle, you touch up on all the topics, which is great because this actually tees us up perfectly. Richie, who comes from Vayant, understands identity really well. From your perspective, how powerful is this for them in terms of understanding their consumers? Was that really the missing piece that they needed was this logged in data? And what does that mean to get access to these 100 million or so users that, that Kyle had mentioned?
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C
Yeah, I think I totally agree with the points Kyle made and I think the, the identity and the audience data I think is maybe arguably the, the biggest strategic asset in the deal here. As we know, a handful of years ago, Fox made the decision to divest some of their assets. They moved heavily into live event based programming, live news, live sports. They've obviously done an amazing job servicing things like the World cup and what are they doing around the Super Bowl? So obviously that's worked really, really well. But I think adding a huge direct to consumer relationship platform in Roku is a, is a huge addition to their identity resolution capabilities. And I think that's definitely a core pillar that perhaps was missing from the Fox portfolio. And to echo some of the points that Kyle made, I, I think there's other sort of flywheels that are at play here. Obviously Roku adds significant programmatic scaled available inventory to the Fox business that in these live events is heavily direct sold historically and you know, maybe more of that coming into programmatic, but still mostly sold on a guarantee basis. So I think the inventory footprint is a huge compliment strategically to Fox and I think these two things can work really well together. And I think we've seen that with Tubi. Obviously once they, once they brought the Tubi asset in house, you can see how the FAST inventory has continued to scale. But they're now complementing that with premium live sports inventory to the Tubi audience like we saw with, with the super bowl and again with the World Cup. So I think there's a lot of really valid reasons to doing this deal both around the content and the audiences. But the audience data might be the most strategic element.
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A
Which are your thoughts, David? I'd love to hear your perspective on it. What do you think is the golden goose of this acquisition, why it was done overall?
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D
Yeah, so I think I, I mean everyone here is correct. I think the, the identity piece, the, the audience data piece, it's, that's really the big asset and you really gotta appreciate the, the semantics of why it's so important. Everyone loves talking about FAST and how it's the era. Like FAST is having its day right now and getting more and more scale. But most people don't appreciate the fact that you don't log into a fast channel to fast app to watch it. It is free to watch. You go in and you watch it. So one of the, what the interesting thing is like all the scale is going to fast that at the same time where we're, you know, the identity narrative and the audience targeting narrative and CTV is, is maturing and evolving but there is no identity in a FAST environment when there is no login because CTV based identity is highly based on email. Right. And if you're not logging into a fast channel with your email to watch it then they don't have that data on you. Roku on the other hand, given the device nature of it, has your email tied to a profile. So Even if you're not watching the Roku channel, which a lot of people are not just by nature of owning that Roku TV device, they have your email and your profile associated with it. And they can use that to target across the whole operating system layer. And that's the key here. It's you bought an operating system, not just a tech platform. So within that operating system, right, Roku also gets carriage rights into all the major acts like Hulu, like Peacock, like Paramount. They get a piece of everybody by nature of them running in Roku. So now Fox will actually have a backdoor into many of their competitors inventory through their data targeting as well as in addition to the carriage agreements that they naturally get through the Roku agreement, Right. So part of the this whole Roku deal is also those carriage agreements that will carry over. So I think that is important and also cannot be understated because it gives them scale that goes just beyond the Fox inventory.
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A
And I think some of those percentages are like 10%, right David?
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D
Approximately 5, 10%.
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A
It depends.
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D
Depends who as well. The other underappreciated piece here is going to be discovery, right? So I turned Ivar Roku tv. I turn on my Roku tv. I am recommended content via the home screen units on the side or other various placements within that, within that interface. Now Fox will be able to recommend their sports inventory their content first and get that in front of a massive audience now bring more eyeballs to their content. So really it's a win, win, win. And I think ultimately all the other networks are kind of jealous of this acquisition because, because we're also seeing kind of what it means to be a relevant CTD player today evolve right in front of our eyes. Just being a content owner is no longer enough. Amazon has content has technology, Google has content deal with YouTube TV has as technology. I know Fox was, I think if you told most people on where Fox runs compared to the other networks, they probably put them towards the back end that they kind of leapfrogged everybody else now or at least are at parity on the same level in terms of being on the playing field. So great move by Fox.
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A
So you touched up on the point like you know, you know you have a great home screen, you turn on your Roku device, you've got these cool little boxes, you have suggested content left and right and now suddenly that neutral territory which was truly to the top bidder who, who would get that placement is now gone. Do you think that Fox will realistically keep those ad placements on their home screen neutral or you think it's going to change any of like the platform dynamics? Maybe. I'll start with you, Kyle. What are your thoughts on that? Do you think Fox will really just keep it the way it is and maybe promote a little bit of their content? Or are they just going to take it over and say it's time to scale our own content more than others?
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B
Yeah, this is not, this is not my sweet spot. So I'm not sure I have the most insight, but the tension absolutely feels real. I cannot imagine that they don't take advantage of the home screen real estate like we have seen time and time again, how precious that real estate is. I, I can't imagine that they don't take advantage of it. But I have to thank David. You've got maybe more insights on this one than I do.
- [11:27]
D
I mean one, I mean you always got to follow the incentives in this industry and ultimately everyone's out to make money and win for themselves. So I think naturally they're gonna promote their stuff when possible. At the same time, if you just look at how Roku does it, pretty much like you'll have other people's ads and placements running, but also Roku runs a ton of house ads at the same time promoting their own content on the Roku channel. So at the very least, if something goes unfilled, I guarantee it's gonna be filled with something related to Fox promoting dose stuff. It's only a natural thing to do. So. Yeah, so like I'm sure they'll, they'll play nicely with others when it makes them money, but they'll also play nicely with themselves when they stand about.
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C
Yeah, I, I think, I think that is a, is actually a big problem for most media companies. Like we went from a linear based electronic program guide cable distribution model and I think all of us as consumers probably know we went from playing one cable subscription to now buying 40 apps. And maybe it costs more than it did when we had cable, but there's this fundamental discovery problem that's entered CTV and I think the fact that Fox has a slate of premium content and now has a distribution mechanism to the, to the extent, to the extent of, you know, 100 million households to be able to put that premium content in front of audiences. I think there's no doubt they're going to take advantage of that and, and blend the monetization opportunity on, you know, bidding out those tiles to others where it makes sense. But I think for these big tent pole events, they're going to want to drive very large scale viewership to them
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A
where they can as a buyer, as a media buyer, as an agency or a brand. What do you think is the first thing they're going to ask when this transaction goes through? And what do you think is the first opportunity I guess for from the brand and agency perspective, from the buyer perspective, what do you think those are? What needs immediate concern? What is the immediate benefit of this? Or do you think it's going to take many years for us to see how this really kind of pans out for other publishers that are running on Roku?
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C
I mean I think maybe one one of the elements for Buy is I mean obviously you know, this year there's a lot of discussion on outcomes. Not that advertising hasn't always needed to have outcomes. Of course it has. But I think we're seeing advertisers have a big shift to bottom funnel outcomes and I think the Roku team has made that a whole lot easier to measure and to create a more closed loop feedback environment for their advertisers which perhaps is quite different to the way they would have operated in a more of a, you know, brand building, upper funnel based KPI environment with with live sports. So I think there's a lot of opportunities for how they take their biggest advertisers and be able to prove full funnel across the the assets they now have.
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A
Kyle, any opinion on that? The the biggest I guess unlock or the biggest concern from advertisers from this acquisition?
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B
Couple of thoughts. So as the tech consolidates which will take some time, the FOX endpoints in the ecosystem are going to obviously have a ton more scale. So DSPS and SSPS will begin to notice that and some will shift spend in that direction purposely or indirectly. Traffic shaping algorithms will to account for it. That volume bias that we talked about in bidders will need to account for it. The presence of IDs will begin to increase which the bidders will love. Not all bidders value it quite the same, but all of them value it and I think that those changes the volume into the ecosystem and the ID volume into the ecosystem as quickly as
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C
Fox can take care of it.
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B
The ecosystem will respond pretty quickly like in a matter of weeks, not, not months, let alone quarters. I it will take them a while to organize their sales team but they will have a lot more leverage in conversations with I think both platforms and buyers. I think that's, that's a lot harder than than you know, it is to written written down on an m and a PowerPoint but they absolutely will have that leverage.
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C
I do think it'll be interesting to
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B
see how they approach the market from a transparency perspective. So when you buy Roku today, you don't know exactly what you're buying in all cases, right? It's the classic like am I buying the the fireplace channel question.
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C
Fox generally didn't operate that way.
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B
They went really hard on the premium curated transparent cell.
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C
So did they choose a path, one
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B
of those two paths, or do they maintain kind of a multitude of offerings and GTMs? So kind of how do they handle that? I think will be pretty interesting and the market will respond accordingly. Obviously the market's to kind of ask for, you know, transparency in all regards, but Fox will kind of have to decide how they want to bring it to market and then I think just cross platform complexity just continues to get worse for buyers and I think that's probably a, we could spend 10 minutes on that, but that's definitely the trajectory of travel in that case.
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A
You bring up a good point. If the lack of transparency is a big revenue driver today, but now a major publisher or media company acquires the platform, it could actually even benefit them to create that increased transparency in order to funnel the value of their own owned and operated content towards themselves. To say, look, we are transparent and so are these other 10 publishers or 30 or 50 publishers. But this long tail that you've been buying that you feel you've been paying $15 cpms for, ah, it's that Fire the Fireplace app. And so you know, we'll keep them there and they can operate but they might have to convert to some sort of subscription 199 a year thing. Or you can go ahead and buy real content through our Fox properties and others. So it'll play an interesting role in the transparency for publishers overall, especially the premium ones.
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B
And we, we see both models employed in the market today. Right. So I don't think we know there's not a single model that clearly works best. So yeah, it'll be interesting to see what path they take.
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A
David, what are your thoughts?
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D
Yeah, I'll add that we see that right now with Prime Video. So if you're buying Amazon dsp, you'll get full show level transparency on what you're buying on Prime Video, but you won't get any transparency outside of what apps you're delivering on when you're buying third party apps outside of the Amazon ecosystem. But the hope I'm sure from Amazon side of things is that they have higher CPMs than others, that those hot the transparency, getting that transparency validates you paying those higher cpm. I think my thoughts here, one, I think it's gonna take a while for anything to really happen here as we've constantly learned in this industry. Like I'm still waiting to see how Walmart integrates the Vizio buy. That still hasn't come to fruition fully. That's still in process. Who knows how much longer that'll be a process for. But it's been two years now. So there's a good case study in just how slow things move. Also we're dealing with Fox which is a legacy network that is largely, probably still run by mostly legacy, linear, traditional type people. They're going to move a bit slower, they're going to move slow. So my expectations are tempered here. On the plus side, when, let's just say when this does fully integrate Fox, when it comes to a network that you buy as part of your CTV offering, you know Fox is not that in that tier one must have level. Your budget's going to go more towards the Hulu's the Peacocks, the Paramounts of the world at the end of Netflixes. And at the same time Roku is also not in that tier one level. They're viewed as more of a fast option. And to Kyle's point, there's two ways you could buy Roku right now. You could buy the Roku channel which is not transparent, you don't know what you're getting there and. Or you could buy the Roku audience network which is the all the other channels and networks that you can watch on on your Roku TV that come through via those carriage agreements. But they don't make those transparent either because the carriage agreements forbid them from sharing out the names of the publishers that you're running on. So I think it does create a really good opportunity for Fox to now because they have content that they're proud of. I can't stand behind it can evolve the offering to be more transparent. It's not just a fast robo channel which has questionable inventory or carriage agreements that you're forbidden from sharing out now that Fox content can stand on its own. And I'll be to see if they go towards that more transparent approach. I think Richard can attest largely publishers are slowly but surely moving to be more transparent in the signals and and the content signals that they're sharing out. So if Fox has been already part of that movement then I think it will only continue now with them also owning the operating system behind it.
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A
Richie, what are your Thoughts? Yeah, I wanted to hear from you as well.
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C
Yeah, I mean I'm, I'm, I'll take the positive, hopeful approach that if you look at CTV today, unlike you know, display and online video, obviously the supply is not as fragmented in terms of we don't have as many sellers representing the bulk of inventory. So I view it as what an amazing opportunity to bring Fox, Tubi and Roku together and if you can unify the inventory footprint just as a place to start, which I think they could do in a shorter time period. Right. Especially for programmatic, getting sales teams together, getting identity graphs merged, obviously more work involved. But if we're able to bring the, that diverse inventory together and again as a DSP representing, you know, advertisers, we're really looking at how do we integrate directly, you know, with, with these, with these publishers. This represents an opportunity to potentially tap into these inventory sets through one pipe. We see that when, when we more efficient in the supply path, we get better signal coverage so we see better identity signals. That gets us better resolution. We can find our audiences more effectively, we can measure those audiences more effectively, we can add things like content attributes, we can assess attention scores. There's all these other benefits that come to fruition if we can manage the supply path a little bit better. And I think an opportunity to be able to do that with again a content library that's this diverse between large scale live events, free ad supported streaming inventory, a third party inventory right of sale I think is a great opportunity to reduce the friction in market if it's done right.
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A
One topic we didn't talk about was user acquisition which just popped in my head now. So the Fox audience differs slightly. It's. Let's just say it might be outside of the Fox Sports aspect, maybe a little bit of a different audience and user base I guess compared to what we're historically known for in streaming. Do you think that we're going to see an increase of people start to adopt Roku and watch on Roku because of their commitment to, let's say Fox owned properties? Or do you think that plays no role in the potential for Roku to acquire more users when they already have 100 million?
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D
I mean I could go first because I just moved and bought a new TV and yeah, my purchasing decision was based on what's the best price I could get a 65 inch TV for. And that really was largely it. I looked at the opera, I ended up getting a fire tv but it was heavily price driven. I personally don't really didn't really have, you know, going one way or the other. My last TV was a Roku tv. Again, size and price base. But I think, I mean this, again, this is me speaking from my own experiences, which I've largely told myself in our digital advertising world is terrible practice to do. But I think generally, especially these days, people are, you know, everything getting more expensive. It's largely going to be reviews, price and maybe some level of brand fair. Fair brand loyalty.
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C
Yeah, I don't think, I don't think
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B
this deal changes those dynamics. The TV hard hardware business is a tough business. I don't think this changes that. Nor do I necessarily think that that was a core pillar of why Fox did the deal. So I agree with David.
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A
In terms of the marketplace, do you think this creates a different gatekeeper for all this content and for all these ads? I mean you have a new sheriff in town which is going to be Fox. They may look at the ad business very differently than the previous owners and management. And as that integration becomes a little bit closer, do you think that this just creates a more competitive landscape or do you think that this is going to help lift up those gates a little bit higher since Roku has been moving a little bit more towards a little bit more of an open market than such a closed off wall garden?
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C
Well, I mean, I mean if we take a little bit of what's happened in market thus far, I think Tuvi went from being more closed to more open in the last, you know, two years. There's a lot, a lot more integrations, a lot more availability of that inventory. So if it mimics sort of the operator operational structure that perhaps has existed in the past, then there's a world in which this stays more, more open. But with that said, the trend is certainly, you know, with some of the larger players going in the other direction. So. But I think there's a, I think it will take time for those things to change. The, the scale of the distribution business on Roku is significant and I don't think that that's going to be turned backwards overnight. And I think the slate of programming that Fox has is, is extremely premium, but perhaps not as vast as would be needed to, to satisfy the subscriber base that's there.
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A
Great.
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C
Yeah, I would vote, I would say,
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B
I think it'll stay open from an ad tech ecosystem perspective, but my hunch, if I had to bet, would be less open from a content perspective.
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A
Can you explain that a little more, Kyle?
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C
Yeah, so I agree with, with Richie's
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B
point on the ad tech ecosystem, like the direction of travel for both Roku and Tubi has been towards openness over
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C
the past couple years.
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B
And I think all of the dynamics that drove those decisions remain in place. And I, and I don't see Fox's leadership veering from that as a result of these deal dynamics in any way. So working with multiple SSPs, working with multiple DSPs, making their inventory available in a multitude of ways and a multitude of paths, I think that will remain because I think they need the yield. But from a content perspective, and this is totally unknown, I, I suspect they will continue to put more and more of their content to be exclusively available behind the distribution channel that they now own.
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A
Okay, yeah, that makes sense.
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D
Yeah, because before they didn't have one, so they had to operate in that manner. Now they do. They don't have to.
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A
Now they could, yeah, now they can push users to Roku because they say this is exclusive only on Roku at the same time.
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D
I mean, they bought Roku at the time Roku just. Yeah, they had that Amazon integration that happened very recently. The RUGBY is doing all the right moves to make their data and their inventory as accessible to as many different buying platforms as possible. And there's no reason for why that will not continue moving in that direction.
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A
So kind of like, as we kind of hit towards like 75% of this episode, I wanted to ask we fast forward five years, seven years from now and we look back at this acquisition. What do you think will be the biggest talking point? Will it be the streaming, will it be the advertising and identity piece? Or do you think it's going to be something entirely different? Or you think it's just going to operate the way it has been with maybe better content distribution access for Fox Properties? I'll start with Richie.
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C
I think a little bit all of the above, but I think the content distribution side is going to be a huge flywheel creator. At the end of the day, like content is king. And all of us as consumers, we go to the apps and we go to the locations to watch the content that we want to watch. And that has, that's the driving motivator for all of us. And I think Fox knows how to create premium content. They know how to acquire premium exclusive content rights. And I think a gap that they had in the last few years, they didn't have this gap before CTV existed and they had a lot of direct to consumer channels. But as the ecosystem shifted, I think distribution of their premium content to a dedicated audience was something that was missing. And so I think this is going to be a big flywheel that puts this on the competitive top tier. Exactly as David said, perhaps not there yet, but if it has premium content and it drives subscriber engagement, they'll build a really big ads business that can subsidize creating more great content for all of us as consumers. So I think content will be the king again.
- [29:17]
D
Right. Rich, you made a great point because they've been investing heavily in sports because that's a low hanging fruit. People will tune in for that. But I haven't really heard much on them on the invested in their own, you know, exclusive shows and exclusive content like that, like a Netflix, like a Prime video does. They've gotten all into sports and my assumption based on, you know, our discussion is because they haven't had that really strong distribution point to drive people to a central location outside of to be of course, but that there's a lot there that's happening in that one app. So I think we'll start maybe perhaps seeing really good exclusive original start coming out from Fox again.
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B
Yeah, I mean I, I think it's.
- [30:02]
D
I want my remake.
- [30:04]
C
Yeah, yeah, yeah, exactly it is.
- [30:06]
B
Your, your question made me ponder a little bit about the size like so we haven't talked about that. This is a massive bet, right? At 22 billion is a huge number for a company of Fox's size. They're funding a lot of it with borrowed money. So I think the cash portion was like 12 bill in new debt taking like their leverage ratios pretty high off of that. Fox I think has historically been decently disciplined about capital allocation and this is as far as I can tell, not
- [30:38]
C
a representation of that. I was just checking.
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B
The stock price are down 15% post close so I suspect the Fox investors that that is a reflection of those points. Roku's also not been consistently profitable. Right. It's generally burned a lot of cash navigating a tough CTV market. And Fox is paying a pretty significant number for I think a platform whose monetization model's still maturing like the TV go to market is still relatively nascent. I think they cited like 400 mil in cost synergies which is you know, one of those numbers that like looks really good but have no idea how that's going to play out. So I, it's a big bet. So when you ask like how's it going to be remembered in. In five years, I agree at like a tactics level. I think it'll be an identity based deal. More streaming wars, consolidation. You know, at best it'll be remembered as, you know, the start of a, a sports bundle app that, that, you know, ended up thriving. But I don't think you can cut this in any way that doesn't have this asset priced pretty steeply. So I think they have a lot to prove at this price point.
- [31:53]
A
Any, any final words? Richie, David, Kyle, anything else you want to bring up before we kind of close out the episode?
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D
Well, I mean, as long as we're in five years, we're not talking about when we're going to actually see the integration happen and come to full fruition. And I think it'll be, I think it's successful at that point.
- [32:11]
A
Awesome. Awesome. Well, thank you guys. Thank you to Bayant Kova Intermedia for having you three on the pod. So I really, I really appreciate it. And thanks for taking out 30 minutes of your day to chat. Thanks for tuning in to another episode of the Adtech God Pod, a podcast for the people about the people. Stay connected with me for more insights, trends and interviews in the realm of ad tech. Don't miss out on the latest updates, so follow me on X Instagram and connect with me on LinkedIn. Don't forget ATG Slack community has insights, networking opportunities and jobs. Keep the conversation going and stay at the forefront of adtech innovation.