John Malone's international cable holding company, Liberty Global Inc., teamed with New York private equity fund Searchlight Capital Partners Inc. to buy the properties from MidOcean Partners and Crestview Partners, in a deal announced Tuesday, June 26.
The transaction brings together familiar parties. Searchlight Capital co-founder Eric Zinterhofer was co-head of Apollo Global Management LLC's media and telecom team when the PE firm and BC Partners Ltd. sold German cable operator Unitymedia GmbH to Liberty Global for €3.5 billion ($5.2 billion).
"We know him very well. He's a great partner and obviously a very financially driven partner," said Rick Westerman, Liberty Global's senior vice president of investor relations and corporate communications.
Apollo and Crestview were major bondholders of Charter Communications Inc. during the cable operator's 2009 bankruptcy. Zinterhofer and Crestview's Jeffrey Marcus were active participants in the reorganization. Zinterhofer is chairman of the St. Louis company.
Liberty Global will contribute its Puerto Rican pay-TV operator Liberty Cablevision of Puerto Rico LLC to a newly formed entity, which will merge with OneLink, and Searchlight will put up cash. Liberty Global will hold 60% of the business, and Searchlight will have the remainder of the equity.
"Liberty was a logical buyer because of its ability to create synergies that other buyer wouldn't be able to do," Marcus said, noting that Liberty has operations that are "right there on the island" and are adjacent to OneLink.
The combined companies' markets include 70% of the homes in Puerto Rico.
"The trend has been, more broadly over the last couple of decades, that cable is a business that thrives on scale; there is no better scale than in market scale," Westerman said.
There was no auction for OneLink, people familiar with the matter said.
Factoring in expected benefits from the deal, the price marks a seller's multiple of 6.3 times 2012 operating cash flow.
Excluding any deal benefits, the sellers valued the buyout at 8 times annualized Ebitda for the prior 12 months.
It is the second deal for Searchlight, which in late 2011 took a controlling stake in Hunter Boot Ltd., a U.K. maker of Wellingtons and other boots.
Searchlight was founded in 2010 when Zinterhofer joined with Teachers' Private Capital senior vice president Erol Uzumeri and Kohlberg Kravis Roberts & Co. LP head of European communications and media Oliver Haarmann to launch the private equity firm. TPC is the private equity arm of Ontario Teachers' Pension Plan.
Liberty Global has not typically had financial partners in deals. Grupo Saieh of Chile, which owns banks among other assets, holds a 20% stake in Liberty Global's pay-TV operator VTR Banda Ancha (Chile) SA.
Mark Director and Alexander Fine led a team of Kirkland & Ellis LLP lawyers advising MidOcean Partners and Crestview Partners.
Randy Bingham, Rory McCarthy, Christian Gutierrez, Diego Masola and Ricardo Fishman of Bank of Nova Scotia advised Liberty Global and Searchlight.
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