This map from Free Press shows how commonplace so-called “sidecar” agreements have become — and today the Justice Department says it’s time for the FCC to hit the brakes on the deals that enable one station to sell ads or provide services for others in a market. The alliances too often lead to artificially inflated ad prices and weak local newscasts, antitrust officials said in a filing today. Lawyers want the FCC to reject joint sales arrangements in cases where ownership caps would bar stations from being jointly owned, and scrutinize local marketing agreements and shared services agreements. “Failure to account for the effects of such arrangements can create opportunities to circumvent FCC ownership limits and the goals those limits are intended to advance,” the filing says. Although the deals are supposed to protect competition, by propping up a weak station, “our investigations have revealed that these ‘sidecars’ often exercise little or no competitive independence from the other station.” The National Association of Broadcasters rejected the conclusion. “Joint sales agreements allow local TV stations that might otherwise go out of business to increase local news and community service, and to provide robust competition to pay TV giants,” EVP Dennis Wharton says. But the die appears to be cast for an FCC vote scheduled for March 19. The DOJ filing probably “was coordinated at some level with the FCC,” says Guggenheim Partners’ Paul Gallant. “Nothing is settled yet, but we …
Brace yourself for a bitter fight over media conglomeration: The No. 1 cable company and owner of NBCUniversal has a deal with Time Warner Cable to buy it for stock valued at $159 a share, beating Charter Communications’ $132.50 cash-and-stock bid, CNBC’s David Faber reports at the news channel’s website. The deal is set to be announced tomorrow morning, he says. (Comcast owns CNBC.) Each share of TWC, which closed today at $135.31, would be exchanged for 2.875 Comcast shares, which closed at $55.24. That would translate into about $44.2B (not including debt) vs. Charter’s $37.4B bid, which TWC rejected as inadequate. If consummated, a deal would add TWC’s 11.2M video subscribers to Comcast’s 21.7M and give the cable colossus coveted franchises in Manhattan and Los Angeles.
EXCLUSIVE: Sony Pictures Entertainment is negotiating with Seth Gordon to direct Uncharted, the live-action adaptation of the top-selling PlayStation vidgame series Uncharted: Drake’s Fortune. This brings the Horrible Bosses and Identity Thief helmer back to his origins, where he helmed the celebrated documentary The King Of Kong and immersed himself in video game culture. The film is an Arad/Atlas Entertainment Production, produced by Chuck Roven, Avi Arad, Alex Gartner, and Ari Arad.
The most recent script of Uncharted is by Safe House scribe David Guggenheim, and the studio was hot enough on that draft that they set him to write Bad Boys 3. The project has had several prominent filmmakers involved over the years, most recently David O Russell, before he left to helm the Roven-produced American Hustle, a Best Picture Oscar contender. Next step is to find a protagonist to play Nathan Drake, the treasure and antiquities hunter and descendant of the famed explorer Sir Francis Drake. With a female journalist and his mentor by his side, Drake attempts to find the lost treasure of El Dorado. It is a big-scale adventure film.
That’s a real possibility, some analysts say today — and appears to be one reason for the 4.5% drop in Netflix’s share price in early trading. There’s a target on the streaming video service’s back following the U.S. Court of Appeals decision yesterday to remand the FCC’s net neutrality rules because Netflix is the leader in using the cable-dominated broadband system to compete with cable TV. It accounted for 31.6% of all downstream traffic in North America during peak periods in late 2013 according to research firm Sandvine. It’s “an important risk Netflix faces [that's] often overlooked by investors,” says Bernstein Research’s Carlos Kirjner, a bear on the company’s stock. Another skeptic, Wedbush Securities’ Michael Pachter, says that cable operators might now feel emboldened to throttle Netflix subscribers’ broadband usage “unless they pay for unrestricted delivery.” He envisions a system where they’d charge Netflix a penny for every GB of data its customers use each month after they watch the equivalent of 40 hours of video. Netflix could pass that additional cost along to subscribers, probably raising the $7.99 monthly rate by $1. Or it could swallow the expense which, at about $360M, could “wipe out 2/3 of their profits.” Netflix likely would launch a PR campaign to portray the change “as the work of ‘greedy’ ISPs,” Pachter says. (Comcast would be an exception, at least for now: It agreed to follow the FCC’s net neutrality rules through 2018 to win the agency’s …
EXCLUSIVE: EVP Zander Lurie has confirmed that he plans to leave Guggenheim Digital Media. That will make him the second of CEO Ross Levinsohn’s top lieutenants to bolt over the past three months, and company watchers are wondering how long the former Yahoo interim CEO will remain at the firm that owns The Hollywood Reporter, Adweek, Dick Clark Productions and other entertainment properties. Lurie, a former CFO and M&A guy at CBS Interactive, joined last February to help with Levinsohn’s expansion plans at Guggenheim Digital, owned by financial services firm Guggenheim Partners. A year ago tomorrow — when Guggenheim announced that it had hired Levinsohn — it said that it planned to allocate “significant capital to acquire and invest in new media companies and properties that will meaningfully expand its current portfolio.” But Levinsohn appears to have lost his mojo. In November Michel Protti – who was Levinsohn’s chief of staff at Yahoo – announced his plan to leave as Guggenheim Digital’s SVP Strategy and Operations to become Director of Emerging Business at Facebook. Last week, Levinsohn lost control of THR and Billboard as Guggenheim Media promoted Janice Min to Chief Creative Officer of its Entertainment Group, which includes the magazines, with John Amato serving as co-president overseeing business affairs. Both report to Guggenheim Partners President Todd Boehly, as does Levinsohn. A company rep declined comment on Levinsohn’s status.
UPDATE, 4:30 PM: Let the debate begin. Time Warner Cable CEO Rob Marcus says he’s willing to sell the No. 2 cable operator — but Charter’s $132.50 a share offer, valued at $61.3B including debt, is “a non-starter” that “substantially undervalues TWC.” The price, at 7 times EBITDA (a measure of cash flow), is “well below past transactions in the cable sector.” And since much of the payment would be in Charter shares, the “actual value delivered to TWC shareholders could be substantially lower given the valuation, operational, and significant balance sheet risks embedded in Charter’s stock.” Marcus says that TWC deserves much more because it’s “the only large pure-play, non-family controlled cable operator in the United States, with 15 million customers in some of the country’s best markets” including New York City and Los Angeles. What would be a fair price? Marcus says the board “is open to a transaction with Charter at a price of $160 per TWC share” with at least $100 in cash. “We gave Charter our bottom line, but rather than pursuing this path, Charter has chosen to go public with its third low-ball offer trying to pressure TWC’s Board into selling the Company at a grossly inadequate price.” TWC’s receiving financial advice from Morgan Stanley and Allen & Company and legal counsel from Paul, Weiss, Rifkind, Wharton & Garrison.
PREVIOUS, 1:22 PM: Charter’s interest in the No. 2 cable company is no surprise — but …
“We’re ready to intervene,” FCC Chairman Tom Wheeler said this week about the new AT&T plan that has raised the hackles of net neutrality advocates. But that’s short of a full-fledged commitment to deal with an issue that media and entertainment companies will closely monitor. The wireless carrier told an audience at the International CES confab that it will begin to let content providers pick up the tab for some of their 4G transmissions. It’s “similar to 1-800 phone numbers or free shipping for Internet commerce,” AT&T says. In theory, that could range from a studio paying data costs for mobile device users to watch a movie trailer — to ESPN or Netflix helping people to watch their programming. The idea is “a win-win for customers and businesses,” says AT&T Mobility CEO Ralph de la Vega. Net neutrality advocates counter that AT&T’s plan would give well-funded industry giants a huge advantage over challengers in an environment where companies would effectively have to pay in order to reach mobile device users. “In addition to being a ripoff for both consumers and content creators, AT&T’s plan erects a massive barrier in front of anyone hoping to be the next big thing online,” says Public Knowledge Acting Co-President Michael Weinberg.
EXCLUSIVE: The mantra behind Sony Pictures’ recent restructure that brings in Michael De Luca as production co-president was to make higher quality tent poles. That means spending money on hot writers. I’m told the studio is in early talks with David Guggenheim to script Bad Boys 3, which the studio hopes will bring back Will Smith and Martin Lawrence as fast-talking undercover cops who solve crimes with spectacular action, gunplay, and harsh language. Guggenheim scripted Safe House, the Denzel Washington-Ryan Reynolds action thriller.
Bad Boys II was released a decade ago, and the sequel grossed $273 million on a $160 million budget. Michael Bay directed the first two, but he doesn’t seem to be involved, at least at this point. Jerry Bruckheimer is producing the pic. Sony is trying to do this with the original cast, which makes it different from the other big franchise reboots in the works, Men In Black and Ghostbusters. Those are being rebooted. With Ghostbusters, that has a lot to do with Bill Murray being unwilling to reprise his signature role. With Men In Black, the deal making on that film got to be prohibitively expensive with all the talent and producer back ends, to the point it was becoming impossible for the studio to make money.
A Collision Of Football Concussion Projects: Parkes/MacDonald Options NFL Head Injury Expose ‘League Of Denial’ For Pic
EXCLUSIVE: Suddenly, there is a collision of feature projects based on the subject of debilitating concussions on professional football players. I’ve told you that Ridley Scott is pulling together a project he wants to direct on the hot-button issue and that Blue Caprice star Isaiah Washington is planning to star in an indie project with writer/director Matthew A. Cherry (a former NFL wide receiver). Now, Parkes/MacDonald Productions partners Walter Parkes and Laurie MacDonald have won an auction for screen rights to League Of Denial: The NFL, Concussions And The Battle For Truth. The book was written by ESPN reporters Mark Fainaru-Wada (co-author of the baseball steroids scandal book Game Of Shadows) and Steve Fainaru, who won a Pulitzer for his Washington Post series on private contractors in Iraq. Parkes/MacDonald was able to move quickly because of its partnership with Abu Dhabi-based Image Nation, which allowed them to secure the book without waiting for a studio to say yes.
This is the book that was the basis for the critically acclaimed investigative Frontline documentary that aired on PBS this year and shone a light on the dangers of head injuries and the NFL’s failure to protect its players that eventually led to a $765 million settlement with thousands of players who waged a class action lawsuit. There was a particular focus on Mike Webster, the longtime center for the Pittsburgh Steelers who was one of the toughest guys to ever play the game. After his death, Webster’s brain was examined and found to have a condition called chronic traumatic encephalopathy (CTE) that was the result of what doctors said was the equivalent of Webster suffering the head trauma equivalent of being in 25,000 car accidents over his high school, college and 17 years in the NFL.
The CBS chief is taking Dish Network Chairman Charlie Ergen at his word after he said this week that there’s a way for broadcasters to benefit from his Hopper DVR, which automatically zaps ads on recorded shows. “We’re very flexible. We’re willing to negotiate,” Les Moonves told investors today at the Guggenheim Securities TMT Symposium. Calling Ergen “a very smart man” he says “if there’s a way to do this that benefits everybody, we’re very open to it.” But the bottom line has to be that “we need to get paid for our content…. We spend $4M an episode for NCIS. I have to pay for it.” Broadcasters have sued Dish alleging that the Hopper infringes on their copyrights; Dish counters that it simply automates the ad skipping that DVR viewers already do. The fate of the device is an issue in Dish’s current program carriage negotiations with Disney. Ergen says the Hopper “has built-in technology that can target commercials to customers in a better [way]” and “give the broadcaster more revenue” — although he added that “it’s not a proven concept yet.”
Today’s agreement to pay $1B for Liberty Global’s international networks company Chellomedia ”dramatically changes the investment thesis” for AMC Networks, BTIG’s Richard Greenfield says. Many believed that the pay TV network company was ripe for a takeover more than two years after Cablevision spun it off. It’s savoring the success of shows including The Walking Dead, Mad Men and the recently wrapped Breaking Bad and a big payoff from the resolution last year of its breach of contract complaint against Dish Network. AMC’s shares are up about 95% since it went public, and +46% over the last 12 months. But Greenfield downgraded AMC to “neutral,” noting that that even though “timing for a sale appeared ideal,” management’s time and attention now “will be shifted to a significant portfolio of global cable network assets.” Bernstein Research’s Todd Juenger says the deal means “slower growth, more financial risk, and [AMC] becomes harder to acquire.” But others say that AMC’s long-term prospects look rosier as it expands its global reach.
AMC Networks significantly expands its footprint with the acquisition of Chellomedia, the international content division of John Malone’s Liberty Global. In May, Liberty put the business up for sale, expecting a deal valued at between $800M and $1B, The Wall Street Journal reported at the time. AMC, which has actively been increasing its global presence via international programming business, AMC/Sundance Channel Global, will pay $1.035B for Chellomedia. (Scripps Networks Interactive, Turner Broadcasting and Discovery Communications had previously been mentioned as suitors.) Chellomedia produces and distributes TV channels across such territories as the UK, Benelux, Central Europe, Spain and Latin America and reaches about 390 million households. Included in the deal are Chello-branded channels airing genres ranging from movies to entertainment, sports, children’s, lifestyle and documentary programming. Chellomedia’s stakes in joint ventures with A+E Networks, CBS International and other partners also fall under the acquisition, although Liberty will hold onto its Dutch premium channel business. This deal will provide AMC, home to Mad Men and The Walking Dead, with further outlets for programming from AMC, IFC, Sundance Channel and WE tv. Here’s the official release:
NEW YORK, NY, October 28, 2013 – AMC Networks Inc. (Nasdaq: AMCX) announced today it has reached a definitive agreement to acquire substantially all of Chellomedia, the international content division of Liberty Global (Nasdaq: LBTYA) for €750 million (approximately $1.035 billion USD). The transaction is expected to close in the first quarter of 2014.
Seems they’re considering just that — with Time Warner Cable weighing the possibility of buying the Barry Diller-backed streaming video company — Bloomberg reports today, citing unnamed sources. Aereo uses thousands of tiny antennas to pick up local TV signals that it streams to its subscribers without paying broadcasters a dime. If the cable and satellite companies followed through, it could create a nightmare for broadcasters. TV station owners likely will collect $3B this year from cable and satellite company retransmission consent payments, and the amount is expected to double during the next five years. By 2015 the payments could account for 24% of CBS’ cash flow, 11% of Fox’s, and 3% of Disney’s, Guggenheim Partners’ Michael Morris predicted this week. Much of that revenue could evaporate if cable and satellite companies replicated Aereo’s model. No wonder the major TV station owners have asked several courts, including the U.S. Supreme Court, to rule that the service infringes on their copyrights. (Aereo says it merely leases consumers the kind of equipment they could use to watch and stream TV at home for free.)
EXCLUSIVE: Hulu and Hulu Plus are getting an infusion of fan-favorite horror titles just in time for Halloween. Fangoria magazine and its distribution partner Brainstorm Media have teamed with Hulu on a new genre channel at hulu.com/fangoria, where a batch of curated horror flicks including William Lustig’s Maniac Cop 2, Takashi Miike’s Audition, and Lucio Fulci’s The House By The Cemetery will be made available. New titles will be added on an ongoing basis including releases from Magnolia, eOne, Phase 4, Millennium Entertainment, Scream Factory, Uncork’d and Doppelgänger Releasing.
Doug Liman is in talks with Fox and producers Ridley Scott and Simon Kinberg to direct Narco Sub, the script by David Guggenheim. The plot: After a captain’s son is kidnapped by a drug cartel, he is blackmailed into piloting a broken down rebuilt sub from South America to the U.S., carrying 20 tons of cocaine. Sounds a bit like Captain Phillips. Scott and Michael Schaeffer will produce with Kinberg. Resolution is working on Liman’s deal.
EXCLUSIVE: Fox 2000 and The Donners Company’s Lauren Shuler Donner have set up the D.J. MacHale novel trilogy Sylo. Shuler Donner and Donners’ production president Jack Leslie brought in a package that has Thor Freudenthal to direct and Marc Guggenheim to adapt. Shuler Donner and Leslie will produce. The series follow the inhabitants of a small island who find themselves cut off from the mainland by a mysterious government military force. A group of teens escape to the mainland, only to discover that the inhabitants of the United States have all but vanished, and that they were actually being kept safe. They try to discover the source of the invasion and fight back. The first book was published this past July by Razorbill, with the second book being released in March 2014, and the third book later that fall.
Freudenthal and Guggenheim most recently worked at Fox 2000 on Percy Jackson And The Sea Of Monsters. and Freudenthal directed Diary Of A Wimpy Kid for Elizabeth Gabler’s division. He worked with Shuler Donner on his helming debut Hotel For Dogs. Guggenheim is exec producing Arrow for CW, wrote Green Lantern for Warner Bros, and is currently working on an animated movie for Guillermo del Toro.
Orly Adelson, president of Dick Clark Prods, will be leaving the production company to join ITV‘s U.S. production unit ITV Studios America as president. Adelson, a respected producer, joined Dick Clark in 2008 shortly after the company was bought by Daniel Snyder’s Red Zone Capital Management. Last year, following Clark’s death, dcp was sold again to a partnership of investors. Allen Shapiro came in as CEO, with his long-time collaborator, Michael Mahan, following him this spring when he was named President of DC Media, the parent company of Dick Clark Prods. That created some confusion with both Mahan and Adelson carrying a president title, but the two worked well together for the past few months. Mahan is now expected to take over all of Adelson’s responsibilities when she leaves in a month or two for a streamlined top management at Dick Clark. Meanwhile, Adelson is getting a top job at ITV Studios and is reporting to Paul Buccieri, president and CEO ITV Studios U.S. Group and managing director ITV Studios International. ITV Studios U.S. Group was just forged as an umbrella company this month following ITV’s acquisition of Gurney Prods, High Noon Entertainment and Thinkfactory Media. ITV Studios America, the production unit Adelson will run, also falls under the ITV Studios U.S. Group umbrella.
Newly elected members of NATPE’s 2014 Board announced today are Jack Abernethy, CEO, FOX TV Stations, New York; Joe Abruzzese, President, Advertising Sales, Discovery Communications, Discovery Networks, New York; Rola Bauer, President and Partner, Tandem Communications (Munich); Ira Bernstein, Co-President, Debmar Mercury, New York; Deborah Bradley, Senior Vice President, Head of Program Acquisitions and Content Licensing, Turner Broadcasting, Atlanta; Sean Carey, VP Content Acquisitions, Netflix, Los Angeles; Alberto Ciurana, President, Programming & Content, Univision Communications, Miami; Lisa Honig, SVP, Program Distribution, USA & Canada, Fremantle Media, New York; Craig Hunegs, President, Business and Strategy, Warner Bros. Television Group, Los Angeles; Andy Kaplan, President, Worldwide Networks, Sony Pictures Television, Los Angeles; Michael Kassan, President/CEO, MediaLink, New York and Los Angeles, and Lauren Zalaznick, Executive Vice President, NBC Universal, New York.
CBS announced this morning its annual orgy of undies and interesting camera angles known as The Victoria’s Secret Fashion Show will be broadcast on Tuesday, December 10 at 10 PM. Once upon a time, the show was considered quite controversial, and clocked big ratings — the National Organization of Women crowned it “softcore porn.” When ABC, its original primetime broadcast host, decided the show was too hot to handle, CBS picked up the show and has run with it ever since, though the 2004 knickers-fest broadcast was scrubbed in the wake of Janet Jackson’s Super Bowl wardrobe malfunction. Last year’s controversy centered on an outfit that offended Native Americans; the lingerie company issued an apology and removed the offending get-up from the broadcast, which is taped an airs days after the actual runway show. This year’s controversy seems to be a report that boy-band One Direction would perform, which Victoria’s Secret has denied in the strongest possible terms, according to news reports. On the other hand, Victoria’s Secret’s parent company denied, back in 2004, that the broadcast had been cancelled owing to fallout over Jackson’s Super Bowl stunt.