DEFA14A: fuboTV Inc. Changes Auditor to PwC Citing Independence Rules Ahead of Disney-Hulu Business Combination

fuboTV Inc. has dismissed KPMG LLP and appointed PricewaterhouseCoopers LLP as its independent registered public accounting firm, effective May 20, 2025, due to auditor independence implications arising from its pending business combination with The Walt Disney Company and Hulu, LLC.

Summary

• fuboTV Inc. (the Company) dismissed KPMG LLP (KPMG) as its independent registered public accounting firm on May 20, 2025.
• PricewaterhouseCoopers LLP (PwC) was appointed as the Company's new independent registered public accounting firm for the fiscal year ending December 31, 2025, also effective May 20, 2025.
• The change was a preemptive action to address auditor independence implications under SEC rules, which would arise upon the consummation of the Business Combination Agreement (BCA) dated January 6, 2025.
• The BCA involves fuboTV Inc., The Walt Disney Company, and Hulu, LLC.
• KPMG's audit reports for the fiscal years ended December 31, 2024, and 2023, did not contain any adverse opinion, disclaimer, qualification, or modification.
• There were no disagreements or reportable events between the Company and KPMG during the fiscal years ended December 31, 2024, and 2023, or the subsequent interim period through May 20, 2025.
• Neither the Company nor anyone on its behalf consulted PwC regarding accounting principles or audit opinions prior to PwC's appointment.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. While an auditor change can sometimes signal issues, in this case, it's explicitly stated as a proactive measure for independence due to a major business combination, with no disagreements or reportable events with the previous auditor. This indicates good corporate governance and compliance.

Positives

• The Company proactively addressed potential auditor independence issues related to the pending Business Combination, demonstrating compliance with SEC rules.
• KPMG's audit reports for 2023 and 2024 were clean, with no adverse opinions, disclaimers, qualifications, or modifications.
• There were no disagreements or reportable events with KPMG, indicating a smooth transition and no underlying accounting or auditing disputes.

Negatives

• The completion of the Business Combination with Disney and Hulu remains subject to significant closing conditions, including shareholder approvals and regulatory clearances, and may not be completed on the terms or timeline currently contemplated, or at all.

Risks

• The Business Combination with The Walt Disney Company and Hulu, LLC may not be completed on the terms or timeline currently contemplated, or at all, as it is subject to certain closing conditions such as requisite shareholder approvals, expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, and governmental entity consents.

Future Outlook

The completion of the Business Combination with The Walt Disney Company and Hulu, LLC is uncertain and remains subject to various closing conditions, including shareholder approvals and regulatory clearances.

Management Comments

• The Company elected to take preemptive action to address auditor independence implications by engaging PwC while the Business Combination remains pending.

Industry Context

This auditor change is a direct consequence of a significant potential consolidation event within the streaming and media industry, involving fuboTV, a live TV streaming service, and major entertainment conglomerates like Disney and Hulu. Such changes are common in large M&A transactions to ensure compliance with auditor independence rules, reflecting the ongoing strategic realignments and partnerships in the competitive streaming landscape.

Corporate Governance

Stakeholder Impact

• Shareholders: The auditor change is a procedural step related to the significant Business Combination, which could have a material impact on the company's future operations and valuation. The uncertainty of the Business Combination's completion is a key factor for shareholders.

Next Steps

• Completion of the Business Combination, subject to shareholder approvals, expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, and clearance or obtainment of applicable consents of any specified governmental entity.

Key Dates

Keywords

fuboTV, auditor change, KPMG, PwC, SEC filing, Business Combination Agreement, The Walt Disney Company, Hulu, corporate governance, financial reporting, auditor independence, Form 8-K