Sinclair Broadcast Group to acquire 21 regional sports networks from Disney for $10.6 Billion

May 3, 2019 — Fusion DigiNet

Sinclair Broadcast GroupSinclair Broadcast Group and The Walt Disney Company have entered into a definitive agreement under which Sinclair will acquire the equity interests in 21 Regional Sports Networks and Fox College Sports, which were acquired by Disney in its acquisition of Twenty-First Century Fox, Inc.. The transaction ascribes a total enterprise value to the RSNs equal to $10.6 billion, reflecting a purchase price of $9.6 billion, after adjusting walt disney companyfor minority equity interests. Completion of the transaction is subject to customary closing conditions, including the approval of the U.S. Department of Justice.

The RSN portfolio, which excludes the YES Network, is the largest collection of RSNs in the marketplace today, with an extensive footprint that includes exclusive local rights to 42 professional teams consisting of 14 Major League Baseball teams, 16 National Basketball Association teams, and 12 National Hockey League teams. In 2018, the RSN portfolio delivered a combined $3.8 billion in revenue across 74 million subscribers.

The RSNs will be acquired via a newly formed indirect wholly-owned subsidiary of Sinclair, Diamond Sports Group LLC. Byron Allen has agreed to become an equity and content partner in a newly formed indirect wholly-owned subsidiary of Sinclair and an indirect parent of Diamond. Mr. Allen, who bought The Weather Channel in 2018, is the Founder, Chairman, and Chief Executive Officer of Entertainment Studios, a global media, content and technology company.

Sinclair expects to capitalize Diamond with $1.4 billion in cash equity, comprised of a combination of approximately $0.7 billion of cash on hand and a contribution of $0.7 billion in the form of new fully committed debt at Sinclair Television Group, Inc. In addition, the purchase price will be funded with $1.0 billion of fully committed privately-placed preferred equity of a newly-formed indirect wholly-owned subsidiary of Sinclair and direct parent of RSN Holding Company. The remainder of the purchase price is being funded by $8.2 billion of fully committed secured and unsecured debt incurred by Diamond. The transaction will be treated as an asset sale for tax purposes, with Sinclair receiving a full step-up in basis.

The transaction has been unanimously approved by the Board of Directors of both Sinclair and Disney.

Chris Ripley, President and CEO of Sinclair, said, “This is a very exciting transaction for Sinclair to be able to acquire highly complementary assets. While consumer viewing habits have shifted, the tradition of watching live sports and news remains ingrained in our culture. As one of the largest local news producers in the country and an experienced producer of sports content, we are ideally positioned to transfer our skills to deliver and expand our focus on greater premium sports programming.”

“The transaction is expected to be highly accretive to free cash flow and brings consolidated net leverage to 4.7x and 5.1x through the preferred financing. This acquisition is an extraordinary opportunity to diversify Sinclair’s content sources and revenue streams with high-quality assets that are driving live viewing. We also see this as an opportunity to realize cross-promotional collaboration, and synergistic benefits related to programming and production.”

USA, Baltimore & Burbank, CA & Hunt Valley, MD

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ZDF Enterprises invests in Nadcon Film

January 28, 2019 — Fusion DigiNet

ZDF EnterprisesZDF Enterprises, the commercial arm of German public broadcaster ZDF, has acquired shares in Nadcon Film, gaining a majority stake in the company. The terms of the transaction were not disclosed.

Nadcon Film was founded in 2012 by Peter Nadermann and Constantin Film, and specialises in co-producing film and television projects, mainly with international partners. Nadermann will remain the managing director of the German company following ZDF Enterprises’ takeover of the majority of the shares previously held by Constantin Film.

Fred Burcksen, president and CEO of ZDF Enterprises, said, “We are pleased to be able to resume our successful collaboration while taking on a corporate structure. ZDF Enterprises and Peter Nadermann set the trend many years ago by being the first to invest in Scandinavian crime series and successfully distribute them around the globe. The result: the widely recognised international interest in ‘Nordic Noir’ remains as strong and steady as ever. We are confident that we will be able to come up with new ideas and create trends within this new cooperation.”

Germany, Mainz & Munich

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Comcast outbids Fox to acquire Sky in £30BN deal

September 22, 2018 — Fusion DigiNet

Comcast CorporationThe Comcast Corporation is to acquire Sky after an unusual blind bidding auction moderated by the UK Takeover Panel saw their offer of £17.28 per share overshadow Fox’s £15.67 rival offer, for a total of £30.6 billion in cash for the entire issued and to be issued Sky share capital. The bid has already been accepted by Sky’s independent directors and shareholders now have until 11 October to decide whether to accept the recommended offer.

The acquisition ends a two-year bidding war and follows Comcast’s unsuccessful attempt to take over Fox in June, when it lost out to Disney. Sky has 26 million customers across Europe, and has backed the production of shows for Amazon, HBO and Showtime. It’s also well known for its sports broadcasting, such as its Premier League channel. Comcast will soon have a much larger international presence in these fields.

Jeremy Darroch, Sky’s group chief executive, said: “As part of a broader Comcast we believe we will be able to continue to grow and strengthen our position as Europe’s leading direct to consumer media company. Today’s outcome is down to the hard work of tens of thousands of people who have built and developed this business together over the last 30 years. Sky has never stood still, and with Comcast our momentum will only increase.”

USA, Philadelphia, PA & UK, London

 

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Nine Entertainment to take over Fairfax media in estimated A$4BN deal

July 27, 2018 — Fusion DigiNet

Nine EntertainmentAustralia’s Nine Entertainment is to take over Fairfax Media, for an estimated A$4 billion. The television network will take a controlling 51.1% stake in the newly merged company, which will be renamed NEC, or Nine Entertainment Company. Nine will acquire all of Fairfax’s shares and take a controlling 51.1% share in the new business, which will be called NEC. Under the terms of the proposed transaction, Fairfax shareholders will receive 0.3627 Nine shares for each Fairfax share held and $0.025 cash. It represents a 21.9% premium to Fairfax’s closing share price of 77c on 25 July 2018.

Hugh Marks of Nine will be the new chief executive and Peter Costello, the Nine chairman, will now lead the board of the new business.

Costello said, “Both Nine and Fairfax have played an important role in shaping the Australian media landscape over many years. The combination of our businesses and our people best positions us to deliver new opportunities and innovations for our shareholders, staff, and all Australians in the years ahead.”

Marks added, “The ground-breaking merger – harnessing the strength, assets, quality and reach of two of the country’s most famous industry brands – is another highly significant step in the evolution of Nine’s business into one of the most powerful media organisations in the country. The scope of this deal is genuinely quite breathtaking. In addition to our existing television and digital businesses, the new NEC will also become the proprietor of the iconic Fairfax mastheads as well as the new majority owner of Domain (60%) and the Macquarie Radio Network (54.5%)“.

Fairfax Chief Executive Officer Greg Hywood said, “The proposed transaction for Fairfax reflects the success of Fairfax’s transformation strategy which has created value for shareholders through targeted investment in high growth businesses, such as Domain and Stan, and prudent management of our media assets. The combination with Nine provides an exciting opportunity to continue to drive incremental value well into the future. We are confident that the strength of the combined management team and staff will ensure the continuation of our quality journalism.”

Australia, Sydney

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Kew Media completes acquisition of Essential Media Group

July 24, 2018 — Fusion DigiNet

Kew Media GroupProduction and distribution firm Kew Media Group has completed the previously reported acquisition of the Essential Media Group.

The Essential Media Group is the newly formed international content company from the merger of two leading independent production companies and joint venture partners – Essential Media and Entertainment and Quail Entertainment. Headed by CEO and Executive Producer Chris Hilton and CCO and Executive Producer Greg Quail, EMG combines strong credentials and track records in both scripted and unscripted content.

Steven Silver, Kew Founder and CEO, said, “The addition of Essential to the Kew platform is another step forward in our growth strategy. It expands Kew’s US offering and gives us a first presence in Australia. We anticipate strong revenue synergies coming from Essential’s inclusion for 2019.

Canada, Toronto & USA, Los Angeles, CA

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Park Group and Studio Squared merge to form Tilt Creative + Production

March 1, 2018 — Fusion DigiNet

Tilt CPFilm and video production firm Park Group and the content specialists from Studio Squared have merged as Tilt Creative + Production, a fully integrated creative and production firm formed to assist national and local clients with creation of traditional and digital video content.

Park GroupUnder the terms of the merger, Park Group founder Dave Trownsell and partner Stacy Murphy will hold a minority share of TiltCP, which is majority owned by former S2 president Ron Carey. Carey will serve as CEO of the combined entity, which employs just under 40 people.Studio Squared

“Combining as one allows us to concept a creative idea, produce that idea, edit that idea and pull it off through the efficiencies we gain by keeping the entire process in-house,” says Carey, who served as a senior vice president at The Martin Agency before joining S2 in 2014. “Content is proliferating across a number of traditional and digital channels and screen sizes, so we have built TiltCP to deliver a high volume of quality, creative content that remains reflective of every client’s brand.”

The Park and S2 merger comes as content demands for global brands are shifting away from traditional channels and moving onto a variety of digital platforms, streaming services, social media sites, and mobile devices. With the newfound demand comes the need for a high volume of creative production that must be met with speed and efficiency while still maintaining quality and ensuring that the client’s brand is accurately presented in the final product.

“As we have for over thirty years, our team will continue offering full-service production for television, film, and traditional advertising and marketing needs,” Trownsell says. “As we looked to the future of our industry, we recognized that we must also evolve and combine creative, strategy, production and post-production under one roof to offer clients a leaner and more responsive model to meet their needs.”

Founded in 1986, Park Group has become one of the largest media production groups in Virginia, offering national clients turnkey production and post-production services. S2 was formed by The Martin Agency in 2008 to produce digital point-of-sale, in-store advertising for major retailers and other businesses. The company was taken private this year by Carey, and several previous S2 employees have joined TiltCP. Clients include Walmart, Audi, Capital One, Ferguson Enterprises, and others.

USA, Richmond, VA

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