The upshot of the so-called stockholder rights agreement that the company initiated today is that Rupert Murdoch can make it prohibitively expensive for someone he doesn’t like to buy News Corp‘s soon-to-be-created publishing company (which will retain the News Corp name) or the entertainment one (to be called 21st Century Fox). The terms enable either company to flood the market with shares, which News Corp investors as of June 21 can buy at half price, if a hostile bidder acquires 15% of the stock. Murdoch also can buy shares to keep his voting stake at about 40%. News Corp says that the anti-takeover plan — popularly known as a “poison pill” — is “intended to protect the stockholders” from a move that directors of either new company deem to be “not in the best interests of the companies and their respective stockholders.” But it leaves open the possibility of a “merger, tender or exchange offer or other business transaction approved by either the Board of Directors.” In adopting the poison pill, Murdoch no doubt wanted to avoid a rerun of his 2004 run-in with John Malone. The Liberty Media Chairman seized an opportunity to raise his stake in News Corp from 9% to 16% when it reincorporated to the U.S. from Australia. Two years later, Malone agreed to turn over his News Corp shares in return for 38.5% of DirecTV, $550M in cash, and three regional sports networks.
It’s been years since the Cable Show served as the year’s hottest marketplace for new networks looking to cut distribution deals with operators. But don’t tell that to the folks at Al Jazeera America (AJA). The news channel backed by the government of Qatar plans to launch late August following its $500M acquisition of Al Gore’s Current TV. And it was the most prominent new programmer at this week’s annual confab looking to establish itself in cable’s mainstream. “We’re having encouraging meetings” with distributors including Time Warner Cable, Cablevision, and Cox, Al Jazeera Media Network’s international operations executive director Ehab Al Shihabi tells me. He could use some deals: At this point AJA should reach about 49M pay TV homes at launch, mostly subscribers with Comcast, DirecTV, Dish Network, AT&T U-verse, and Verizon FiOS. But national advertisers typically steer clear of channels with less than about 80M. That may not be a big problem initially: AJA says it expects to have half the commercial load of its rivals. Meanwhile AJA picked up Current’s deals with cable operators which had them paying about 12 cents per subscriber per month according to SNL Kagan. But the channel’s ”No. 1 priority is not the bottom line,” says Lisa Fletcher, a former ABC investigative reporter who hosts Al Jazeera English’s citizen journalism show The Stream. “I really believe this is a philosophical thing for them, to be the voice of the voiceless.”
Jeremy Beach and his family lost everything when a wildfire destroyed their home near Colorado Springs this week. Everything except their DirecTV bill. According to his hometown paper, Beach was making calls about canceling various services when someone at the satcaster said he still owed $400 for a dish and two receivers that were lost in the fire. “I couldn’t believe it,” he told the Gazette. “I had lost everything, and they acted like they could care less.” Beach escaped the flames with his wife — who is expecting twins next month — their 5-year-old son, two dogs and little else. A DirecTV spokesman told Deadline: “The agent was absolutely wrong and should have known we have a clear policy that fully supports our customers during natural disasters that includes replacement of damaged equipment at no charge, long-term suspension of accounts for customers who must leave their home, and waiving cancellation fees for customers who need to disconnect service. We are contacting Mr. Beach to apologize and assure him and his family that we will do everything we can to help them through this difficult time.”
EXCLUSIVE: The former Friends star is getting behind the camera for her feature directorial debut with Hello I Must Be Going. Written by David Flebotte, the Courteney Cox helmed pic has Seann William Scott in the lead role as Ted Morgan, a depressed man who heads back to his hometown to right some wrongs before committing suicide. Former Private Practice actress Kate Walsh co-stars as his sister-in-law Kathleen Morgan in the movie. Scott was last seen in 2011’s hockey enforcer comedy Goon and in 2012’s American Reunion. Walsh will be seen in the upcoming 10-episode DirecTV drama Full Circle. A co-EP on Desperate Housewives, Flebotte has written for HBO’s Boardwalk Empire and served as a consulting producer on Raising Hope.
EXCLUSIVE: Rogue, DirecTV‘s first original series, has been picked up for a second season. The suspense drama, starring Thandie Newton as morally and emotionally conflicted undercover detective Grace Travis, will begin production on its 10-episode second season late this summer for a 2014 premiere. The first season of Rogue, from Entertainment One and Greenroom Entertainment, recently finished its run on Audience, where DirecTV previously aired new seasons of two acclaimed series it had rescued, Friday Night Lights and Damages. “We are thrilled that our first venture into original programming resonated with our subscribers who enthusiastically tuned into Rogue each week,” said Chris Long, DirecTV’s SVP Entertainment and Production. “We look forward to bringing them another season of Rogue and the chance to experience the next chapter in Grace’s life.” Added eOne TV CEO John Morayniss, “Thandie’s incredible performance and edge-of-your-seat excitement, had audiences wanting more.” Rogue is a Canada-UK co-production from eOne, which also handles worldwide rights, and Greenroom, produced in participation with DirecTV. Series creator Matthew Parkhill executive produces with Greenroom’s Nick Hamm and eOne’s Morayniss and Michael Rosenberg.
Continuing its overseas expansion, AMC/Sundance Channel Global has partnered with DirecTV to bring Sundance Channel to the increasingly coveted Latin American territories. Beginning in September, the deal marks the first time the channel will be available in Argentina, Chile, Colombia, Ecuador, Peru, Uruguay and Venezuela. It will air 24/7 in Spanish. DirecTV will also start a separate Portuguese language channel in Brazil at a later date. Prior to the Sundance kick-off, DirecTV’s Latin American network OnDirecTV will exclusively launch Sundance original series Rectify along with Jeremy Piven-starrer Mr. Selfridge.
This could come as a helmet to the ribs of the uber-lucrative NFL broadcasting-streaming game and the notion of sponsorship vs. rights deals. Not to mention possibly expanding the broader sports world’s ever-growing “TV everywhere” game plan. Verizon today finalized a $1B extension of its deal with America’s dominant sports league that – beginning with the 2014 season — will allow streaming of all CBS and Fox in-market Sunday afternoon games to mobile phones (regular blackout rules apply). Not only that, but the deal comprises all NFL playoff games, including the Super Bowl. The four-year agreement expands Verizon’s current NFL Mobile package, which gives access only to games on airing on NBC, ESPN and the NFL Network – read Monday, Sunday, and Thursday night football – along with the league-owned NFL Network and its NFL RedZone.
Verizon’s billion (with-a-B)-dollar deal makes the wireless giant one of the NFL’s biggest business partners outside of its media-rights holders. It marks a significant increase over Verizon’s previous NFL pact: Sports Business Daily says the company had been ponying up about $50M a year to the NFL since 2010 — including rights fees, team spend commitments and media spending on NFL media partners – but will make a $210M payment in the just Year 1 of the new deal. A potential hitch is that the new agreement includes access to games only on mobile phones, which certainly should give rise to a kerfuffle about exactly what defines a “mobile phone” in the age of tablets and Galaxy IIIs and such.
Comedy site CollegeHumor and digital distributor FilmBuff have teamed up to release Coffee Town, starring Glenn Howerton (It’s Always Sunny In Philadelphia), Steve Little (Eastbound & Down), Ben Schwartz (Parks and Recreation), Adrianne Palicki (G.I. Joe: Retaliation) and Josh Groban (Crazy, Stupid, Love.). Brad Copeland wrote and directed the comedy about a website manager (Howerton) who works out of a cafe and enlists his friends to help save it from being turned into a bar. Pic marks CollegeHumor’s first feature film and will debut On Demand on iTunes, Amazon Instant Video, Comcast, DirecTV, Time Warner Cable and XBOX July 9 along with select theatrical engagements through the summer. Here’s the trailer:
As we scooped earlier this month, CBS Corp today announced it has wholly acquired TV Guide Digital, which includes the TVGuide.com and TV Guide Mobile properties. Under terms of the deal, CBS Corp acquired the remaining 50% stake in TV Guide Digital shares from Lionsgate. The two companies continue as 50/50 partners in the TVGN cable network per their March 26 agreement.
TVGuide.com had been valued at about $20 million, and I hear CBS paid a little shy of $10 million for Lionsgate’s half. I hear DirecTV had been in exclusive negotiations to acquire TVGuide.com, but the talks did not result in a deal. CBS then decided to step in and incorporate TVGuide.com and the TV Guide Mobile apps into CBS Interactive’s Technology, Games and Lifestyle group, which operates similarly TV-focused TV.com as well as CNET, GameSpot, Last.fm, MetroLyrics, Metacritic and CHOW brands, among others. “TV Guide is one of the most-enduring and iconic brands in the world of television and video, and we’re proud to welcome TV Guide Digital to the CBS Interactive family,” said Jim Lanzone, President of CBS Interactive. Here are some stats from CBS’ press release:
It seems so: Netflix shares are down 5.9% in afternoon trading even though the overall market is up slightly. The chill follows the disclosure late last week that Time Warner Cable is interested in becoming a co-owner of Hulu, which is weighing purchase and investment offers from seven companies. In addition to the No. 2 cable company, firms believed to be in the mix include Yahoo, KKR, Silver Lake Management/Hollywood agency WME, Guggenheim Digital, DirecTV, and the Chernin Group (in partnership with investors Qatar Holding and Providence Equity Partners). Netflix investors are particularly concerned about Time Warner Cable because it shows that “cable operators have to get in the Netflix world in order to compete,” says Maxim Group analyst John Tinker. “It highlights that [the streaming business] is going to become more competitive.” Shares in Coinstar — the company behind the Redbox rental kiosks and a new streaming venture with Verizon — are down 1.2%.
UPDATE: The last time Hulu was in play, it was 2011 and an auction sale went nowhere. And before that, in 2010, an IPO was contemplated but not pursued. So I’m somewhat skeptical about a successful outcome this time around. A myriad news reports are counting 7 named suitors (and an 8th unidentified pay TV outlet) who want the 6-year-old web video service outright or at least an equity stake. Most of the bids came in time for a soft Wednesday deadline set by co-owners Walt Disney Co, News Corp, and Comcast Corp without a formal M&A process. Yahoo came in Friday morning. More may follow. The other confirmed bidders include KKR & Co, Silver Lake Management/Hollywood agency WME, Guggenheim Digital (even though Guggenheim Securities advises Hulu’s board), Time Warner Cable (interested in becoming a 4th co-owner), DirecTV, and the Chernin Group (whose Peter Chernin helped create Hulu and has partnered with investors Qatar Holding and Providence Equity Partners). But Amazon was a no-show. The Los Angeles-based Hulu board began seeking the latest round of bidding in March. Now the question is whether Disney, News Corp, and Comcast will look for an exit and take their content with them, then license it back to Hulu for bigger fees but no exclusivity. If so, then what in the world are bidders actually buying?
Tom Felton (Harry Potter), Minka Kelly (Friday Night Lights), Julian McMahon (Nip/Tuck), David Boreanaz (Bones), Keke Palmer (Akeelah And The Bee), Devon Gearhart (The Wait), Billy Campbell (The Killing, Killing Lincoln), Kate Walsh (Private Practice), Noah Silver (The Borgias), Ally Sheedy (Welcome To The Rileys), Cheyenne Jackson (Behind The Candelabra) and Robin Weigert (Sons Of Anarchy) have been cast in Full Circle, DirecTV announced today. The 10-episode series marks the TV debut of screenwriter/playwright Neil LaBute. It examines the human condition and relationships through a series of conversations between 11 people whose lives, unbeknownst to them, are intertwined. Nick Hamm will executive produce for Momentum TV, the scripted division of Momentum Entertainment Group. Series creator LaBute will serve as writer and co-executive producer. FremantleMedia International will handle global distribution.
Despite the growing talk about pay TV cord cutting, providers can feel OK — not great — about consumer attitudes toward them, according to the latest annual measure from the American Customer Satisfaction Index. Subscribers gave cable, satellite, and telco video providers the highest overall satisfaction score ACSI has seen in the 13 years it has measured the public’s feelings about subscription TV. The score of 68 is up 3% vs last year, which ACSI calls “a glimmer of good news.” Even so, researchers say that pay TV remains “among the lowest-scoring industries” they study. Annual price hikes of 6% or so and “sporadic reliability” keep the group just slightly ahead of airlines (67) and Internet service providers (65) but well behind TV and video players/recorders (86), soft drinks (84) and autos and light vehicles (83). (Internet news and information services also come out ahead at 73.) Consumer attitudes vary widely by provider. Time Warner Cable took it on the chin with an industry-low score of 60, down 5% from 2012. Moving up we see Comcast (63, +3%), Charter (64, +8%) and Cox (65, +3%). Satellite and telco video providers scored highest with Verizon FiOS leading (73, -1%) followed by DirecTV (72, +6%), AT&T U-verse (71, +4%) and Dish Network (70, +1%).
Alex Winter’s documentary about the rise and fall of Napster will open at Manhattan’s Village East Cinema on Friday, June 21 and the Sundance Sunset Cinemas in Los Angeles on June 28, VH1 announced today. Focusing on Napster and its founders Shawn Fanning and Sean Parker, Downloaded examines the rise of digital media sharing and “VH1 is so proud of this timely project, and we want to showcase it in as many ways as possible,” said Brad Abramson, Vice President, Programming and Production, VH1 in a statement today. This comes on the heels of VH1′s distribution deal with AOL. Additional theatrical bookings for Downloaded are scheduled for Albuquerque, Austin, Chicago, Columbus, Grand Rapids, Martha’s Vineyard, San Francisco and Seattle, as well as other cities to be announced, in partnership with specialty distributor Richard Abramowitz of Abramorama. On July 1, the film will debut on several On Demand platforms including iTunes, Amazon Instant Video, Comcast, DirecTV, Time Warner Cable and XBOX, in partnership with digital entertainment curator FilmBuff. Produced by VH1 for its rockDocs series, Downloaded premiered at this year’s SXSW Film Festival. Following the theatrical and On Demand windows, VH1 will air the film, most likely in 2014. Downloaded is written, directed and executive produced by Alex Winter and executive produced by Maggie Malina.
The DVR pioneer says that it added 277,000 subscriptions from cable and satellite companies, the biggest increase from pay TV providers in more than seven years. And although TiVo continues to spill red ink, it wasn’t as bad as the Street envisioned. The company says it had a net loss of $10.3M in the three months that ended in April, down from a $20.8M loss in the period a year ago, on revenues of $82.6M, +21.8%. The top line far exceeded the $61.9M that analysts expected. The net loss at 9 cents a share also beat predictions for a 14 cent loss. The loss includes $10.9M in litigation expenses as TiVo prepares for a potentially important copyright infringement trial against Motorola which is due to begin on June 10 in Texas. TiVo had 3.4M subscriptions at the end of April, +8.1% vs the end of January. The growth is all due to sales of TiVo subscriptions by pay TV companies including UK’s Virgin Media, Spain’s ONO and U.S. providers including DirecTV and Suddenlink. Just 29.6% of customers receive the service directly from the company to a TiVo box — the lowest percentage ever. Still, CEO Tom Rogers says that “it is clear from our results that our vision for the future of TV is playing out as we expected it to.” He projects that, even with legal expenses, the company will be cash flow positive in the year that ends …
The FCC Commissioner became Acting Chair — and the first women to run the regulatory agency — on Saturday taking the job just vacated by Julius Genachowski until the Senate (presumably) confirms President Obama’s choice to replace him, Tom Wheeler. “I see myself as a member of a relay team, running one of the middle legs,” Clyburn told FCC staffers today. “My job is to build on forward momentum, give the next teammate a running start, an improved position, and no matter what, my goal is not to drop the baton.” It could take months before she can pass that baton to Wheeler. The Senate likely will confirm him in tandem with a Republican to replace former Commissioner Robert McDowell who left the FCC on Friday. Presidents typically appoint someone recommended by the opposition leadership when there’s an FCC opening for the out party. But the Senate GOP has yet to make its pick. Leaders are seriously considering Duke University’s Michelle Connolly — a former FCC chief economist — Politico reports. Others being looked at include former Scripps Networks Chief Legal Officer A.B. Cruz, and Hill staff veterans Ray Baum and Neil Fried. Last week the U.S. Office of Government ethics disclosed that Wheeler — a former lobbyist who’s now an investor with Core Capital partners — said that if confirmed he would divest holdings in 78 companies including AMC Networks, Apple, Cablevision, CBS, Comcast, DirecTV, Dish …
PREVIOUSLY, WEDNESDAY AM: Time Warner Cable, the country’s No. 2 cable service and a second unidentified pay-TV entity are considering taking a piece of the ad-supported streaming-video service, The Wall Street Journal reports. Slower growth in the pay-TV sector has the NY-based Time Warner Cable paying more attention to its broadband operations lately. Disney, News Corp and Comcast own about a third each of the 6-year-old service, which recently topped the 4 million-subscriber mark. Other groups mulling a stake in Hulu include Yahoo and the Chernin Group, run by ex-News Corp. exec Peter Chernin.
UPDATE, 8:40 AM: Now we can add the Kindle Fire and Kindle Fire HD to the devices that can receive Starz Play, Encore Play, and Movieplex Play programming from participating distributors. The new apps are available for free at the Amazon Appstore for Android.
Media CEOs don’t run their companies by themselves. Having looked at chiefs whose pay is out of whack, and those who are paid the most, here are others of note: the five best compensated company chairs, COOs, CFOs, and General Counsels as well as 10 other execs with standout compensation. We find that the five highest paid chairs collectively made $106.5M (+4.1% vs. 2011), with the COOs at $136.2M (+7.5%), CFOs at $77.9M (-15.0%), and General Counsels at $42M (+6.4%). Keep some caveats in mind with these results: I looked only at chairs who aren’t also CEOs, and there aren’t that many. (To avoid duplication, I combined the compensation that Sumner Redstone collected at CBS and Viacom, and that Charles Dolan received at Cablevision and AMC Networks.) Also, it’s often hard to define the roles that execs play. For example, Disney and Comcast don’t list a COO and Comcast’s CFO is also the Vice Chairman. So these compensation figures from company proxy statements can help you to see how the media power elite stack up, but only tell part of the story. Finally, remember that the SEC requires companies to provide compensation information for their five top executives. It’s safe to assume that several unlisted execs at big companies were paid more than some listed execs at smaller ones. Here’s how some of media’s top non-CEOs fared in 2012: