Outdoor Channel deems Kroenke's bid superior - The Deal Pipeline (SAMPLE CONTENT: NEED AN ID?)
Subscriber Content Preview | Request a free trialSearch  
  Go

Telecom, Media & Technology

Print  |  Share  |  Reprint

Outdoor Channel deems Kroenke's bid superior

by Chris Nolter  |  Published March 7, 2013 at 12:59 PM
The board of Outdoor Channel Holdings Inc. on Thursday declared that an $8.75 per share bid from Kroenke Sports & Entertainment LLC is superior to an standing agreement with InterMedia Partners LP.

The offer from the investment group run by billionaire sports and real estate mogul Stan Kroenke values Outdoor Channel at about $227.6 million.

Shares of the target pushed above the offer price on Thursday morning, gaining 5 cents, to $8.77.

Kroenke emerged as a bidder on Monday, challenging InterMedia's deal to buy the outdoor sports and lifestyle network for $8 per share in cash and stock. InterMedia announced its deal, which valued Outdoor Channel at $210 million, in November.

Outdoor Channel said that InterMedia has four days to counter Kroenke's offer.

InterMedia planned to merge Outdoor Channel with its Sportsman Channel and other outdoor media properties. The firm's offer would give shareholders a combination of equity and cash in the new company.

Previously, InterMedia argued that its bid had gained in value because the equity of media companies has risen since November.

While InterMedia did not put a new value on its bid, the New York group claimed its offer is worth more than Kroenke's. What's more, the PE firm notified Outdoor Channel on Monday that it should not violate terms of the sale agreement, which only allow negotiations and distribution of information to a party that has submitted a superior offer.

Kroenke said Wednesday that the equity in InterMedia's bid has "highly speculative value." The Denver sports and entertainment group said it could complete the sale in two months.

Shareholder UTR LLC, which has more than 2% of the target's equity, had opposed the sale to InterMedia. The firm criticized the lack of information about the equity in the proposed new company, as well as the limited opportunity for liquidity, among other matters.

Kroenke's proposal contains a $1 million breakup fee. If InterMedia does not come forward with an improved bid by March 12, Outdoor Channel will officially terminate the buyout. Outdoor Channel said that the PE firm would collect a $6.5 million fee.

Under the terms of the InterMedia buyout, the termination fee could rise to $25 million if there were a "willful and material breach." InterMedia would not comment further when contacted via e-mail and declined to say whether the target entering negotiations or a sale agreement with Kroenke constituted such a breach.

Outdoor Channel retained Lazard and Wilson Sonsini Goodrich & Rosati PC.

Paul Gould of Allen & Co. and Wachtell, Lipton, Rosen & Katz lawyer Andrew Nussbaum are advising Kroenke.

Share:
Tags: Allen & Co. | InterMedia Partners LP | Kroenke Sports & Entertainment LLC | Lazard | Outdoor Channel Holdings Inc. | Sportsman Channel | Stan Kroenke | UTR LLC | Wachtell Lipton Rosen & Katz | Wilson Sonsini Goodrich & Rosati PC

Meet the journalists

Chris Nolter

Senior Writer: Media & Telecom

Contact



Movers & Shakers

Launch Movers and shakers slideshow

Ken deRegt will retire as head of fixed income at Morgan Stanley and be replaced by Michael Heaney and Robert Rooney. For other updates launch today's Movers & shakers slideshow.

Video

Coming back for more

Apax Partners offers $1.1 billion for Rue21, the same teenage fashion chain it took public in 2009. More video

Sectors