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EX-99.1 - EX-99.1 - Ascent Capital Group, Inc. | v57983exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 24, 2010
ASCENT MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-34176 | 26-2735737 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
12300 Liberty Boulevard
Englewood, Colorado 80112
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrants
telephone number, including area code:
(720) 875-5622
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 24, 2010, Ascent Media Corporation (the Company) entered into a purchase and sale
agreement (the Purchase Agreement) with Deluxe Entertainment Services Group Inc. (Deluxe), a
subsidiary of MacAndrews & Forbes Holdings Inc. The Purchase Agreement provides for the sale to
Deluxe and its wholly-owned subsidiary of two business units currently owned and operated by the
Company through the Companys wholly owned subsidiary, Ascent Media Group, LLC (AMG). The
business units being sold by the Company to Deluxe comprise (i) the business of providing
post-production services, including editorial, digital intermediate/Telecine and VFX (collectively,
Creative Services) and (ii) the business of providing content owners, rights holders and
distributors with services related to the storage, management, transformation and distribution of
content (collectively, Media Services), in each case as conducted by AMG and certain subsidiaries
of AMG through the businesses, entities, brands and divisions set forth in Table 1.1(a), below. We
refer to the Creative Services business unit and the Media Services business unit collectively as
the Creative/Media Business. The businesses, entities, brands and divisions set forth in Table
1.1(b) below are not included in the Creative/Media Business and are not being sold to Deluxe
pursuant to the Purchase Agreement.
The
aggregate purchase price to be paid by Deluxe for the Creative/Media
Business is $67,823,000 in
cash, subject to certain adjustments described below, plus the
assumption of certain capital leases in the amount of $2,177,000.
The purchase price is allocated 79% to the U.S. assets and operations of the Creative/Media
Business and 21% to the assets and operations of the Creative/Media Business in the United Kingdom,
which will be acquired by Deluxe through a wholly-owned subsidiary in
the U.K. In addition, Deluxe will purchase certain fixed assets of
Blink Digital from AMG for $100,000, and the Company will pay AMG
$175,000 for the assignment of AMGs rights in certain office
equipment under an existing equipment lease.
Table 1.1(a) Sold to Deluxe pursuant to the Purchase Agreement
Entities or Equity Interests:
1. | Ascent Media Creative Services, Inc., a California corporation | |
2. | Syndistro, LLC (one-third (1/3) interest), a Delaware limited liability company | |
3. | Javelin Distribution, LLC (50% interest), a Delaware limited liability company | |
4. | Company 3, LLC, a Delaware limited liability company | |
5. | Bobco Productions, LLC, a Delaware limited liability company | |
6. | Ascent Media Services, LLC, a Delaware limited liability company | |
7. | Ascent Media Group Limited, a company organized under the laws of England | |
8. | Rushes PostProduction Limited, a company organized under the laws of England | |
9. | One Post Limited, a company organized under the laws of England | |
10. | Co 3 London Limited, a company organized under the laws of England | |
11. | Method London Limited, a company organized under the laws of England |
Brands, Business Divisions, Other Assets
1. | Beast | |
2. | Beast Chicago | |
3. | Beast Detroit | |
4. | Company 3 / CO3 | |
5. | CO3 NY | |
6. | Encore Hollywood | |
7. | GMX (includes all assets, including technology, software and other intellectual property of the business, excludes the legal entity, the employees or any liabilities of GMX-The Global Media Exchange, LLC) | |
8. | Level 3 Post | |
9. | Method | |
10. | Method NY | |
11. | R!OT Atlanta facility | |
12. | Ruby Pictures | |
13. | Method Labs | |
14. | The Foundation | |
15. | Soho Film Lab | |
16. | Ascent 142 | |
17. | Digital Media Distribution Center on Hollywood Way, Burbank, CA and in Northvale, NJ |
18. | Cinetech | |
19. | DMDC | |
20. | Ascent Syndication | |
21. | FilmCore Distribution Hollywood | |
22. | FilmCore Distribution San Francisco | |
23. | FilmCore Distribution New York | |
24. | Viia, AERO and Vodera software solutions, inclusive of technology and other intellectual property and software of the business, excluding employees | |
25. | Blink Digital (certain fixed assets) |
Table 1.1(b) Not sold to Deluxe
1. | GMX-The Global Media Exchange, LLC, a Delaware limited liability company | |
2. | Four Media Company, LLC, a Delaware limited liability company | |
3. | Liberty Livewire LLC, a Delaware limited liability company | |
4. | CDP, LLC, a California limited liability company | |
5. | Hyper TV Productions, LLC, a California limited liability company | |
6. | HyperTV with Livewire, LLC, a Delaware limited liability company | |
7. | Ascent Media Network Services, LLC, a California limited liability company | |
8. | Ascent Media Holdings Limited, a company organized under the laws of England | |
9. | Todd-AO, Espana, a California corporation | |
10. | VSC MAL CORP., a Delaware corporation | |
11. | Ascent Media Systems Integration, LLC, a Delaware limited liability company | |
12. | TGS, LLC, a Virginia limited liability company | |
13. | 103 Todd-AO Estudio S.L., a company organized under the laws of Spain | |
14. | Rushes Televisión, S.A de C.V., a company organized under the laws of Mexico | |
15. | Servicios Administrativos de Post Produccion S.A. de C.V., a company organized under the laws of Mexico | |
16. | Ascent Media (Singapore) Pte. Ltd., a private company limited by shares organized under the laws of Singapore | |
17. | Ascent Media Holdings Ltd., a company incorporated under the laws of the Republic of Singapore | |
18. | Ascent Media Pte. Ltd., a company incorporated under the laws of the Republic of Singapore | |
19. | Ascent Media Limited, a company organized under the laws of England | |
20. | Ascent Media GP Ltd., a company organized under the laws of England | |
21. | Ascent Media UK Limited Partnership | |
22. | 4MC Limited, a company organized under the laws of England | |
23. | Soho Group Limited, a company organized under the laws of England | |
24. | Ascent Media 142 Limited, a company organized under the laws of England | |
25. | Todd-AO Filmatic Limited, a company organized under the laws of England | |
26. | Liberty Livewire Limited, a company organized under the laws of England | |
27. | SVC Television Limited, a company organized under the laws of England | |
28. | Ascent Media Network Services Europe Limited, a company organized under the laws of England | |
29. | Tele-Cine Limited, a company organized under the laws of England | |
30. | XTV Limited, a company organized under the laws of England | |
31. | Todd-AO UK Limited, a company organized under the laws of England | |
32. | Todd-AO Europe Holding Company Limited, a company organized under the laws of England | |
33. | TVP Videodubbing Limited, a company organized under the laws of England | |
34. | R!OT London Limited, a company organized under the laws of England | |
35. | Ascent Media Systems & Technology Services Limited, a company organized under the laws of England | |
36. | Soundelux London Limited, a company organized under the laws of England | |
37. | Stream Digital Media Limited, a company organized under the laws of England | |
38. | The London Switch Limited, a company organized under the laws of England |
39. | TVI Limited, a company organized under the laws of England | |
40. | London Playout Centre Limited, a company organized under the laws of England | |
41. | St. Annes Post Limited, a company organized under the laws of England | |
42. | Studio Film and Video Holdings Limited, a company organized under the laws of England | |
43. | Soho Images Limited, a company organized under the laws of England | |
44. | Soho 601 Digital Productions Limited, a company organized under the laws of England | |
45. | The Todd-AO Brand |
Purchase
Price Adjustment
The
purchase price is subject to adjustment based on the actual amounts of (i) net working
capital, (ii) indebtedness and (iii) transaction expenses incurred by the entities operating the
Creative/Media Business as of the closing date. At least two business days prior to the
anticipated closing date, we will provide Deluxe with a report setting forth our good faith
estimates of net working capital, indebtedness and transaction expenses as provided in the Purchase
Agreement. Based on such estimates, the purchase price we receive at closing will be increased by
the amount that the net working capital of the Creative/Media Business exceeds the specified target
of $38,165,000, or decreased by any shortfall from such target. However, even if the actual net
working capital exceeds the target by more than $3,000,000, the purchase price will not be
increased by any more than $3,000,000. There is no similar limit to the downward adjustment based
on net working capital. Such estimated purchase price may be
re-adjusted following closing to the extent that the actual
net working capital, indebtedness and expense amounts of the Creative/Media
Business as of the closing date differ from such estimates.
Additional Agreements
In connection with the consummation of the sale of the Creative/Media Business, the Company will,
among other things, (i) undergo an internal company reorganization in order to ensure that the
world-wide Creative/Media Business is owned and operated solely by the entities which Deluxe is
purchasing pursuant to the Purchase Agreement and (ii) enter into services agreements with Deluxe
pursuant to which the Company or its subsidiaries will, following the closing of the sale of the
Creative/Media Business, provide certain transitional support services to Deluxe in its operation
of the Creative/Media Business.
Closing Conditions
Consummation of the transaction is subject to certain conditions, including, among others (i) the
assignment, transfer or bifurcation of certain real property leases, (ii) no governmental law or
order shall be in effect that prohibits the transaction, (iii) the accuracy of the representations
and warranties made by each party to the Purchase Agreement, in each case, subject to certain
material adverse effect qualifications, (iv) performance in all material respects by each party of
their material agreements and covenants under the Purchase Agreement,. The transactions are also
subject to the expiration or termination of any waiting period (and any extension thereof) under
the HSR Act relating to the purchase and sale of the Creative/Media Business, however the parties
do not expect the pre-filing notification and waiting period requirements of the HSR Act to apply
to such transaction, because the aggregate consideration to be received by the Company from the
sale of the U.S. assets and operations of the Creative/Media Business is less than the transaction
value threshold of $64.3 million under that act.
In addition, Deluxes obligation to consummate the transaction is subject to additional conditions,
including (i) the consummation of the internal reorganization of the Company described above, (ii)
the completion of certain real property leases in the form agreed by the parties, (iii) that the
Company has taken all necessary steps for certain benefit plans and related liabilities of the
Company to be terminated upon closing, (iv) that Deluxe has taken all necessary steps to establish
payroll, welfare and benefit plans for all Continuing Employees, (v) that certain real property
leases have been assigned or novated so that Deluxe will have no liabilities under such leases
after the closing of the transaction; and (vi) that Deluxe has received certain specified
third-party consents.
The closing of the sale of the Creative/Media Business will occur on the second business day (or
such other date mutually agreed in writing) following the satisfaction or waiver of all conditions
to the obligations of the parties to consummate the transaction. We
currently expect the sale of the Creative/Media Business to close on
or about December 31, 2010.
Representations, Warranties and Covenants
The Purchase Agreement contains customary representations, warranties and covenants by each party.
The Company has agreed to, among other things, (i) conduct the Creative/Media Business in the
ordinary course consistent with past practice (ii) not solicit any competing proposals for the sale
of the Creative/Media Business, and (iii) subject to certain exceptions not to enter into a
business that competes with the Creative/Media Business or to solicit employees from Deluxe or its
subsidiaries that operate the Creative/Media Business for a period of three years.
Termination
The Purchase Agreement may be terminated and the transaction abandoned at any time prior to
consummation:
| by mutual written consent of us and Deluxe; | ||
| by us or Deluxe, if (1) the closing has not occurred by February 28, 2011, subject to certain conditions or (2) any governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Deluxe Purchase Agreement, and such order or other action has become final and non-appealable; | ||
| by us, if Deluxe or its subsidiary has breached representations, warranties, covenants or other agreements which leads to a violation of applicable closing conditions and cannot be cured by February 28, 2011 or if curable, is not cured within 20 days of our notice of intent to terminate; | ||
| by Deluxe, if we have breached representations, warranties, covenants or other agreements which leads to a violation of applicable closing conditions and cannot be cured by February 28, 2011 or if curable, is not cured within 20 days of Deluxes notice of intent to terminate. |
Indemnification
The Agreement contains customary indemnification obligations of each party with respect to breaches
of representations, warranties and covenants and certain other
specified matters. The parties mutual indemnification
obligations with respect to breaches of representations and
warranties, and with respect to any breach by the Company of certain
specified pre-closing covenants, are subject to a cap of $10,500,000
and a deductible basket of $1,000,000.
Item 7.01. Regulation FD Disclosure.
On November 24, 2010, the Company issued a press release announcing the execution and delivery of a
definitive agreement providing for the sale of the Creative/Media Business to Deluxe, as described
in Item 1.01 of this Current Report on Form 8-K. A copy of the press release issued on November
24, 2010 is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference. This Item 7.01 and the press release attached hereto as Exhibit 99.1 are being
furnished to the SEC in satisfaction of the public disclosure requirements of Regulation FD and
shall not be deemed filed for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1
|
Press Release issued by Ascent Media Corporation on November 24, 2010 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: November 30, 2010
ASCENT MEDIA CORPORATION |
||||
By: | /s/ William E. Niles | |||
Name: | William E. Niles | |||
Title: | Executive Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Press Release issued by Ascent Media Corporation on November 24, 2010 |