The price, at £550M is less than All3Media‘s majority shareholder Permira originally wanted. But the deal puts the UK production company in the hands of two formidable global TV providers who have created a joint venture for the purchase and vowed to let All3Media remain a stand-alone entity. Discovery and Liberty Global “come with a long-term view of the importance of building a leading global content company and appreciate All3Media’s distinctive philosophy of creative freedom and diversity,” says All3Media Chairman Steve Morrison. The partnership will help his company “to expand further through multiple avenues of growth around the world, including in the U.S. market, which has been a driver for our business for the past several years.”
It’s the latest addition to a new breed of company that some refer to as “mega indies.” This also is a big step for Discovery and Liberty’s international expansion — endorsed by John Malone, who controls nearly 28% of the votes at Liberty Global and 29% at Discovery. Liberty bought Virgin Media in 2013 and earlier this year agreed to pay $9.4B in cash and stock for Dutch cable operator Ziggo. In January, Discovery fast-tracked its acquisition of a controlling stake in Pan-European platform Eurosport, and last year bought the SBS Nordic operations of Germany’s ProSiebenSat.1. The move also lays to rest long percolating rumors that FremantleMedia was poised to acquire All3Media.
Here’s today’s release:
May 8, 2014 – London – Discovery Communications and Liberty Global today announced an agreement to form a 50:50 joint venture to acquire All3Media, a leading international producer and distributor of award-winning TV programming, from its founders and the Permira funds.
All3Media, the largest independent production group in the U.K. with headquarters in London, has a strong presence in the U.S., Germany, the Netherlands and New Zealand, and has 26 creative centers in the world’s largest TV producing markets. All3Media has a diversified catalogue of more than 8,000 hours of content across numerous genres, with strong production capabilities in drama, comedy, factual and factual entertainment programming. For the fiscal year ended in August 2013, All3Media recorded revenues of approximately £505 million.
Discovery Communications and Liberty Global will preserve All3Media’s creative independence and focus on serving its global broadcasting partners. The All3Media group will continue to operate under its own name with its own executive management team, and its existing creative operating model as a standalone, independently managed entity.
“For Discovery Communications, the world’s #1 pay-TV programmer, it has always been about creating compelling content for our global audiences, and this partnership is yet another way for us to work with the best storytellers in the business,” said David Zaslav, President and CEO of Discovery Communications. “This venture allows us to work closely with Liberty Global, a valued partner and the largest international cable company, in managing a financially strong, innovative and creatively prolific production company. We are very excited to support All3Media’s talented management team as they continue their steady growth around the world.”
“We’re excited to be partnering with Discovery on this transaction. In view of the increased competition for great content and non-linear rights, All3Media represents a smart strategic investment for us over the long-term,” said Mike Fries, CEO of Liberty Global. “Just as importantly, we expect All3Media to provide very attractive financial returns given its growth potential and our proposed financing structure. This is just the first step in our mission to own and develop content assets that support our core distribution platform across Europe.”
Commenting on the transaction, Steve Morrison, Chairman and co-founder of All3Media, said: “I am delighted that the new strategic owners come with a long-term view of the importance of building a leading global content company and appreciate All3Media’s distinctive philosophy of creative freedom and diversity. This new partnership will enable All3Media to expand further through multiple avenues of growth around the world, including in the U.S. market, which has been a driver for our business for the past several years. I wish to thank Permira, with whom All3Media has doubled the size of its business, and congratulate the company’s fantastic management and staff for playing their part in All3Media’s continuing success.”
Farah Ramzan Golant, CEO of All3Media, said: “The executive management team is delighted that All3Media is stepping forward into its new future. This is a proud recognition of the achievements of our stellar creative companies in making ground breaking, popular, high-quality content. Our new strategic investors support our commercial ambition and value our creative independence. Through their new joint venture, they provide us with world class experience and resources to start the next chapter of our story.”
Discovery Communications and Liberty Global’s joint venture will acquire All3Media at an enterprise value of £550 million (approx. $930 million), which represents an EBITDA multiple of approximately 8.5x. The acquisition will be funded through a combination of equity and new non-recourse credit facilities raised at All3Media, resulting in both companies contributing approximately £90 million (approx. $150 million) in cash. Under the equal joint venture structure, Discovery Communications and Liberty Global will not consolidate All3Media in their financial statements. The transaction is expected to close in the third quarter, pending regulatory approvals.
J.P. Morgan acted as financial adviser to Discovery Communications and Liberty Global and Freshfields Bruckhaus Deringer LLP served as legal adviser. In addition, DLA Piper LLP served as legal adviser to Discovery Communications. Centerview Partners acted as financial adviser to All3Media and Clifford Chance served as legal adviser. Shearman & Sterling served as legal adviser to the management team of All3Media.