8-K/A: FuboTV Finalizes Hulu Live TV Merger, Unveils Pro Forma

FuboTV Inc. has completed its business combination with Disney's Hulu + Live TV business, establishing a new ownership structure and outlining pro forma financial impacts.

Summary

• FuboTV Inc. (Fubo) and The Walt Disney Company (Disney) / Hulu, LLC (Hulu) consummated the business combination of Fubo's business with Disney's Hulu + Live TV business (Hulu Live Business) on October 29, 2025.
• The transaction creates an Up-C corporation structure, with Hulu holding a 70% economic interest and 70% voting power in Fubo, while Fubo retains a 30% economic interest in the combined operating entity, Newco.
• Fubo will be the sole managing member of Newco, which consolidates the operating results of both the Hulu Live Business and the Fubo Business.
• The transaction is accounted for as a reverse acquisition, with Hulu Live LLC (HL) treated as the accounting acquirer of Fubo, meaning HL's historical financial statements will become Fubo's historical financial statements post-closing.
• The preliminary fair value of the purchase consideration for the acquisition of Fubo is estimated at approximately $1.3 billion.
• Fubo changed its fiscal year end from December 31 to September 30, effective as of the Closing Date, with the first full fiscal year ending September 30, 2026.
• Pro forma combined total revenues for the fiscal year ended September 27, 2025, are $6,138,271 thousand, with a pro forma operating loss of $(399,279) thousand.
• Pro forma net loss from continuing operations attributable to Class A common shareholders for the fiscal year ended September 27, 2025, is $(39,564) thousand, resulting in a basic and diluted net loss per share of $(0.11).
• The combined entity reports pro forma goodwill of $2,549,091 thousand and a redeemable non-controlling interest of $3,497,694 thousand as of September 27, 2025.

Sentiment

Score: 6

Explanation: The filing details a significant strategic merger that substantially increases Fubo's market position and subscriber base, and secures financing. However, the pro forma financials still show considerable losses, and the new ownership structure makes Fubo a controlled company, introducing potential governance and operational dependencies. The long-term success hinges on synergy realization and effective integration.

Positives

• FuboTV becomes the sixth largest Pay TV company in the United States with nearly six million paid subscribers post-combination, significantly increasing its market presence.
• The combination is expected to realize certain cost, revenue, and operational synergies over time, including content cost savings, advertising optimization, and sales and marketing opportunities.
• The new commercial services agreement with Hulu provides a stable revenue stream for the Hulu Live Business, with Hulu paying fees initially equal to 95% of carriage fee expenses, escalating to 99% by 2028 and thereafter.
• Access to a $145.0 million senior unsecured term facility from a Disney affiliate provides capital for repaying existing convertible notes and general corporate purposes, improving liquidity.

Negatives

• The pro forma combined financial statements for the fiscal year ended September 27, 2025, show a significant operating loss of $(399,279) thousand and a net loss attributable to Class A common shareholders of $(39,564) thousand, indicating continued unprofitability.
• The transaction results in Hulu (and Disney) holding a 70% voting interest in Fubo, making Fubo a controlled company, which could impact independent decision-making.
• The reliance on Disney affiliates for exclusive ad sales for both Fubo Service and Hulu Live Service, in exchange for a portion of revenue, introduces dependency and potential limitations on Fubo's direct advertising monetization.
• The preliminary purchase price allocation and fair value assessments are subject to revision, and differences could materially impact future results of operations and financial position.

Risks

• Ability to achieve or maintain profitability.
• Risks related to access to capital and fundraising prospects to fund financial operations and support planned business growth.
• Challenges related to the integration of the Hulu Live Business.
• Risks associated with the organizational structure following completion of the Transaction.
• Revenue and gross profit are subject to seasonality.
• Operating results may fluctuate.
• Ability to effectively manage growth.
• The long-term nature of content commitments and ability to renew contracts on sufficiently favorable terms.
• Ability to attract and retain subscribers.
• Risks related to commercial arrangements with Hulu.
• Obligations imposed through agreements with certain distribution partners.
• Ability to license streaming content or other rights on acceptable terms.
• Restrictions imposed by content providers on distribution and marketing.
• Reliance on third-party platforms to operate certain aspects of the business.
• Difficulty in measuring key metrics related to the business.
• Challenges in preparing and forecasting financial results.
• Highly competitive nature of the industry.
• Risks related to technology, cybersecurity, and data privacy.
• Risks related to conversion to a Delaware corporation and status as a controlled company.
• Ongoing or future legal proceedings.
• Effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies.

Future Outlook

Fubo expects to realize certain cost, revenue, and operational synergies from the business combination over time, including content cost savings, advertising optimization, and sales and marketing opportunities. The company plans to continue investing in advertising technology and data capabilities to support ad sales by Disney affiliates. Fubo also believes there is an opportunity for international expansion beyond its current operations in Canada, France, and Spain. The funding of the $145.0 million facility is expected on January 5, 2026, with proceeds used to repay convertible notes and for general corporate purposes.

Management Comments

• Fubo's management has based these forward-looking statements largely on their current expectations and projections about future events and financial trends that management believes may affect its business, financial condition and results of operations.

Industry Context

The live TV streaming market continues to grow, disrupting traditional Pay TV as consumers shift to OTT services for better experience, pricing, and value. Sports and news content, historically key for traditional Pay TV, are now driving OTT adoption. Post-merger, FuboTV becomes the sixth largest Pay TV company in the U.S. with nearly six million subscribers, positioning it to capitalize on this cord-cutting trend and compete with both traditional and digital multichannel video programming distributors (DMVPDs).

Comparison to Industry Standards

• FuboTV, post-combination, is now the sixth largest Pay TV company in the United States, with nearly six million paid subscribers, according to UBS Estimates as of June 30, 2025. This places it among major players like DirecTV, Comcast, Cox, Altice, YouTube TV, and Sling TV.
• The combined entity's scale of nearly six million subscribers in North America (US and Canada) positions it to compete more effectively with other digital multichannel video programming distributors (DMVPDs) such as YouTube TV and Sling TV, which also offer live TV streaming services.
• The strategy of offering multiple plan options, from 'skinny services' to more robust packages, aligns with broader industry trends of consumer choice and flexibility, contrasting with the often rigid offerings of traditional Pay TV operators.

Corporate Governance

Related Party Transactions

• Hulu (an indirect subsidiary of Disney) holds a 70% economic interest and 70% voting power in Fubo post-combination.
• Fubo and an affiliate of Disney entered into a commitment letter for a $145.0 million senior unsecured term facility.
• Fubo granted Hulu the right to distribute the Hulu Live Service via the Hulu platform on a wholesale basis, with Hulu paying Fubo fees initially equal to 95% of carriage fee expenses, escalating to 99% by 2028 and thereafter.
• Hulu or its affiliates own and operate the Hulu and Disney platforms, sell and administer subscriptions to the Hulu Live Service, and retain subscription revenue.
• Certain affiliates of Disney will exclusively sell ads on behalf of Fubo for both the Fubo Service and the Hulu Live Service, in exchange for a portion of ad sale revenue.
• Hulu agreed to license the Hulu Live Service-specific brands to Fubo for use in the Hulu Live Business.
• Fubo, Newco, and Hulu entered into a Tax Receivables Agreement (TRA) obligating Fubo to pay Hulu a percentage of tax benefits realized from certain historic net operating loss carryforwards and future tax basis increases.
• The Hulu Live Business historically generated revenue from licensing content to Hulu and incurred programming costs from Disney Entities and NBCU (prior to Disney's 100% ownership of Hulu).

Stakeholder Impact

• **Shareholders (Class A Common Stock)**: Experience dilution of voting power due to Hulu's 70% Class B voting interest. Potential for long-term value creation through synergies and increased scale, but also exposure to continued pro forma losses and integration risks.
• **Shareholders (Hulu/Disney)**: Gain significant economic and voting control over Fubo, consolidating a major streaming asset and potentially realizing strategic benefits from the combined entity.
• **Employees**: Retention bonuses and new restricted stock units were granted to certain officers, directors, and key employees. The combined entity has approximately 510 employees globally. Potential for organizational changes and integration challenges.
• **Customers (Subscribers)**: Access to a broader range of programming through combined Fubo and Hulu Live offerings. Fubo aims to provide greater choice, flexibility, and value, potentially enhancing user experience.
• **Creditors (Convertible Note Holders)**: Offers to repurchase notes were triggered by the transaction, providing an exit option. The 2026 Convertible Notes are expected to be repaid with new financing, while 2029 Notes are assumed to remain outstanding.
• **Advertisers**: Disney affiliates will exclusively sell ads for both Fubo and Hulu Live services, potentially offering a larger, more integrated advertising platform, but also centralizing ad sales control.

Next Steps

• Fubo expects to borrow $145.0 million under the senior unsecured term facility on January 5, 2026.
• Offers to repurchase the 2029 Convertible Notes expire on January 6, 2026.
• Offers to repurchase the 2026 Convertible Notes expire on January 13, 2026.
• Fubo's first full fiscal year following the Closing Date will end on September 30, 2026.
• Management will continue its detailed review of accounting policies and practices following the Closing to identify additional differences that may impact consolidated financial statements.
• The final determination of the purchase price allocation will be completed as soon as practicable based on fair value of assets acquired and liabilities assumed as of the Closing.

Key Dates

Keywords

FuboTV, Hulu Live TV, Disney, Business Combination, Merger, Streaming, Live TV, SEC Filing, Pro Forma Financials, Acquisition, Corporate Governance, Convertible Notes, Up-C Structure, Subscription Video, Advertising Revenue