After the months-long bidding war for Outdoor Channel, it’s surprising to see news about it that doesn’t include a few dollar signs: The victor in the contest, Kroenke Sports & Entertainment, says today that it tapped Jim Liberatore to become its new CEO, succeeding Tom Hornish who will stay through a transition period. Liberatore was president of SportsTime Ohio since 2006, and before then was at Speed Channel, the Fox Sports/Sunshine Network and Madison Square Garden. ”Jim has an outstanding track record of building and growing successful cable network brands and we will benefit from his expertise, industry relationships and vision,” says KSA chief Jim Martin. Liberatore says that “the future is exceedingly bright for Outdoor Channel and I am confident we can continue to grow our leadership and influence in serving the nation’s outdoor enthusiast market.”
The deal’s finally done, with Kroenke Sports & Entertainment paying $10.25 a share — about $265M — for the cable channel. “As a part of KSE, Outdoor Channel will be well positioned — competitively, strategically and financially — to meet the needs of its customers and business partners,” says KSE chief Jim Martin. Outdoor Channel CEO Tom Hornish adds that the new owner will “greatly strengthen our ability to invest in assets, expand our distribution and continue to generate the unparalleled experience our viewers expect.” KSE is owned by Stan Kroenke. It owns the NFL’s St. Louis Rams and is a power in Denver with venues including the Pepsi Center, the Paramount Theater and Dick’s Sporting Goods Park, and teams including hockey’s Colorado Avalanche, the NBA’s Denver Nuggets, and Major League Soccer’s Colorado Rapids. Outdoor Channel shareholders approved the deal in a special meeting yesterday with 19.3M votes in favor and just 758,969 against. The company initially agreed in November to sell itself to InterMedia Partners, which owns The Sportsman Channel, in a deal valued at about $8 a share. But that collapsed in March when Kroenke launched a bidding war.
The bidding war for the cable channel is coming to a head with Kroenke Sports & Entertainment up to $10.25 a share — about $265M — moving ahead of InterMedia Outdoor Holdings’ $9.75. The new offer is higher than the stock’s closing price today of $10.14. No surprise that the Outdoor Channel board now recommends that shareholders vote for this deal at a meeting that the company says it expects to hold next week. InterMedia faces new hurdles if it wants to come back with a higher offer: According to the terms of Outdoor’s amended agreement with Kroenke, the company must let shareholders vote on the Kroenke offer — even if the board switches its recommendation. Executives and board members who control 41% of the shares have committed to support Kroenke no matter what. What’s more, if Kroenke loses then Outdoor will have to pay a $7.5M break-up fee, up from the previous $1M. In November directors agreed to accept cash or stock valued at $8.00 from InterMedia. The company switched sides in March when Kroenke came in with an $8.75 offer. InterMedia appeared to back away, but returned on April 30 offering $9.15. Last week Kroenke was back at $9.35, quickly followed by InterMedia’s $9.75. InterMedia owns The Sportsman Channel and 15 magazines including Guns & Ammo and Petersen’s Hunting.
The only surprise here it that it took the cable channel so long to make the decision. Investors were scheduled to meet tomorrow to vote on Kroenke Sports & Entertainment‘s $9.35-a-share acquisition offer — even though Outdoor Channel said yesterday that it now prefers InterMedia Outdoor Holdings’ $9.75 bid, worth about $252M. Kroenke has until Thursday to sweeten its price. Still, the company wouldn’t say yesterday that it would put off tomorrow’s vote. That changed this morning with an announcement that shareholders would be best served if the vote is postponed “until after May 9, 2013.” Kroenke also “has agreed to the adjournment of the special meeting” Outdoor Channel says. Its investors continue to bet that the company controlled by real estate and sports mogul Stanley Kroenke will return with a higher price. The stock is trading this morning at $10.08 a share, up 9 cents. But InterMedia also has a strong incentive to win the bidding war. Outdoor Channel would complement its existing properties which include The Sportsman Channel and 15 magazines including Guns & Ammo and Petersen’s Hunting.
The battle over the cable channel continues this morning after Outdoor Channel directors formally deemed InterMedia Outdoor Holdings’ $9.75 a share offer – worth about $252M — to be superior to the $9.35 bid they accepted last week from Kroenke Sports & Entertainment. Kroenke has until Thursday to offer even more money. Shareholders are counting on that to happen: Outdoor Channel shares are trading this morning at $10.03. But if they’re wrong and Kroenke doesn’t sweeten its offer, then Outdoor says it will pay a $1M break-up fee to Kroenke and “enter into the merger agreement with InterMedia.” What does this mean for the shareholder meeting scheduled for Wednesday to vote on the Kroenke proposal? I’ll update as soon as I hear something back from representatives for the cable channel and InterMedia. Since things remain in flux, Outdoor’s board says that it “has not changed its recommendation” for shareholders to support that deal. In any event, heads must be spinning at the Outdoor board room. In November directors agreed to accept cash or stock valued at $8.00 from InterMedia. The company switched sides in March when Kroenke came in with an $8.75 offer. InterMedia appeared to back away, but returned on April 30 offering $9.15. Last week Kroenke was back at $9.35, quickly followed by InterMedia’s $9.75. InterMedia owns The Sportsman Channel and 15 magazines including Guns & Ammo and Petersen’s Hunting.
The bidding war continues: InterMedia Outdoor Holdings, the owner of The Sportsman Channel, says this morning that it will pay $9.75 a share — about $252M — for the Outdoor Channel. That seems to trump the $9.35 price that Outdoor’s board said last night it accepted from Kroenke Sports & Entertainment, which is controlled by real estate and sports mogul Stanley Kroenke. Investors apparently believe that the price will go even higher: Outdoor shares are up 5.9% to about $10.00 in late morning trading. The battle over Outdoor Channel is intensifying ahead of a May 8 shareholder meeting to vote on the Kroenke offer. Outdoor has been in play since late last year. In November it agreed to accept cash or stock valued at $8.00 from InterMedia. The board switched sides in March when Kroenke came in with an $8.75 offer. InterMedia appeared to back away, but returned this past Tuesday offering $9.15.
Real estate and sports mogul Stanley Kroenke just upped his offer to $9.35 a share — about $241.7M – from $8.75. That trumps InterMedia Partners’ surprise bid on Tuesday of $9.15. The cable channel says that it will incorporate the latest amount as an amendment to the deal it struck with Kroenke in March. It also still plans to hold a shareholder meeting on May 8 and wants investors to support the union with Kroenke — but adds that people who have already cast their ballots can change their votes any time up until then. Investors in the cable channel apparently are hoping for even more: The stock closed at $9.46 today, before Outdoor Channel disclosed Kroenke’s new terms. The tug of war over Outdoor Channel began in November when it agreed to accept cash or stock valued at $8.00 from InterMedia, which owns The Sportsman Channel and 15 magazines including Guns & Ammo and Petersen’s Hunting. Outdoor switched sides in March when Kroenke made its counteroffer. That seemed to end the bidding war until InterMedia returned this week.
Outdoor Channel shares are up 7.4% in post-market trading after InterMedia Partners, in a surprise move, offered $9.15 a share – about $236.5M – for the cable network. That tops the $8.75 a share bid from real estate and sports mogul Stanley Kroenke the board accepted in March. ”We are confident that you, after consultation with your outside legal counsel and financial advisors, will conclude that our proposal constitutes a superior proposal,” InterMedia says in a letter today to the Outdoor Channel board. The offer comes ahead of a May 8 shareholder meeting to vote on the Kroenke deal. It reopens a decision that appeared to have been settled after Outdoor Channel elected to go with Kroenke Sports & Entertainment. That ended an $8 a share cash and stock deal it cut in November with InterMedia which also owns The Sportsman Channel and 15 magazines including Guns & Ammo and Petersen’s Hunting. InterMedia’s new bid seems to reflect a change of heart: It said in March, after Kroenke appeared to have prevailed, that “Outdoor Channel presented an attractive merger partner for us, but our first duty is to our investors and there are prices at which some deals stop making sense.”
TEMECULA, Calif., April 22, 2013 — Outdoor Channel, America’s Leader In Outdoor TV, today announced a multi-year distribution agreement with XFINITY TV from Comcast, making the network’s array of outdoor lifestyle entertainment accessible for multi-platform viewing by XFINITY TV customers across the U.S.
Effective immediately, the agreement will broaden the Outdoor Channel viewing experience by offering its popular roster of programming on XFINITY On Demand, online at xfinity.com/tv and through the XFINITY TV Player app. The network’s shows capture the excitement of the great outdoors through the eyes of esteemed hunting, fishing and shooting talent, alongside world-renowned actors, musicians and athletes. Among the hit programs are: “Bottom Feeders,” “King of the Spring,” “Jack Link’s Major League Fishing,” “Buck Commander protected by Under Armour,” “Bone Collector” and “The Crush with Lee and Tiffany.”
UPDATE, 2:00 PM: InterMedia Outdoor Holdings finally responded to Outdoor Channel’s decision this morning to scrap their merger plan. The company says it still believes that its cash and stock offer “is the superior choice for all Outdoor Channel shareholders” since it would give them a stake in “the significant combined future upside this combination provided.” But InterMedia won’t engage in a bidding war because “our first duty is to our investors and there are prices at which some deals stop making sense.” The owner of The Sportsman Channel and several guns and hunting oriented publications says it will continue to serve the “vibrant, passionate and growing audience who every day live the ‘sportsman’ lifestyle and who crave content across numerous outlets.”
PREVIOUS, 7:08 AM: The directors of Outdoor Channel know enough about math to see that $227M is more than $208M. So it’s no shock to learn this morning that they took the higher cash bid offered by Kroenke Sports & Entertainment, foregoing the lower cash and stock deal it made in in November with InterMedia Outdoor Holdings. The Kroenke offer provides “superior value for our stockholders,” Outdoor CEO Tom Hornish says. The decision rejects InterMedia’s claim that investors would be better off holding some stock; InterMedia also owns The Sportsman Channel and 15 magazines including Guns & Ammo and Petersen’s Hunting. Outdoor paid a $6.5M termination fee to InterMedia and cancelled the special shareholders’ meeting to vote on that deal, which was scheduled for March 22 after a postponement from March 13. Shareholders and regulators still must approve the Kroenke agreement, which Outdoor expects to close by mid-year. Kroenke’s victory apparently was sealed when Outdoor’s largest stockholders who collectively control 41% of the votes agreed to support the bid. Outdoor says, though, that their support is “subject to certain exceptions.”
The delay — to March 22 from March 13 — will give bankers and lawyers more time to get their licks in before shareholders vote on who will end up with Outdoor Channel. At this point it seems that InterMedia Outdoor Holdings will have to sweeten the $208M cash and stock deal it made with the cable network in November. Outdoor’s directors said yesterday that the InterMedia agreement was topped last week by a $227M cash bid from real estate and sports mogul Stanley Kroenke’s Kroenke Sports & Entertainment. The determination started the clock on a four-day period in which InterMedia can make a counterproposal. The board says that delaying the scheduled shareholder meeting will ensure that investors have “all relevant information” about the offers. Prior to the announcement, proxy advisory firm Institutional Shareholder Services urged Outdoor Channel shareholders not to take any chances in case the meeting wasn’t moved and vote against the InterMedia deal. Earlier this week InterMedia told the board that its proposal was superior because it offered “a more attractive and valuable combination of cash today and stock in a much larger and more valuable enterprise.”
The most riveting story at the Outdoor Channel is taking place indoors as execs there weigh competing acquisition proposals ahead of a planned March 13 shareholder vote. The stock is up 14.7% in mid-day trading after the company said today that Kroenke Sports & Entertainment’s $227M cash offer late last week “would reasonably be expected to result in a ‘Superior Proposal’” to the $208M cash and stock agreement in November to sell itself to InterMedia Outdoor Holdings. The board plans to talk with the company controlled by real estate and sports mogul Stanley Kroenke who owns the NFL’s St. Louis Rams, the NBA’s Denver Nuggets, and the NHL’s Colorado Avalanche. For now, though, it “reaffirms its recommendation that Outdoor Channel’s stockholders vote in favor of the adoption of the InterMedia Agreement.” Meanwhile, InterMedia says in a letter to the company that it’s “unequivocally clear” that it offers a “more attractive and valuable combination of cash today and stock in a much larger and more valuable enterprise.” InterMedia can collect a $6.5M breakup fee if Outdoor decides not to go through with their deal.
The stock is up 12.6% to $8.50 in post market trading after real estate and sports mogul Stanley Kroenke disclosed that he made a $227M offer, equal to $8.75 a share, for the cable channel company. That tops the $208M, or $8 a share, that Outdoor accepted in November from InterMedia Outdoor Holdings, which owns The Sportsman Channel. The agreement became controversial: Several shareholders alleged that the terms undervalued Outdoor and provided them with too little information about how the deal was made. But proxy advisory firm Institutional Shareholder Services this week urged investors to support the deal at a special vote on March 13. Kroenke could present a formidable challenge. He owns the NFL’s St. Louis Rams, the NBA’s Denver Nuggets, and the NHL’s Colorado Avalanche — and has enlisted Allen & Co for financial advice and Wachtell, Lipton, Rosen & Katz for legal support. InterMedia can collect a $6.5M breakup fee if Outdoor decides not to go through with their deal.
Hats off to Reuters’ Ron Grover for this eye-opening report: The gun lobby either produces or sponsors six cable shows on the Outdoor Channel and Sportsman Channel, which it uses to promote the NRA‘s views and raise cash, he says. For example, there’s Outdoor Channel’s Friends Of The NRA and American Rifleman, and Sportsman Channel’s Cam & Company, Guns And Gold, and 3-Gun Nation. Each of the channels reaches about 30M pay TV homes, a relatively small audience compared to, say, ESPN. But they reach the right people as far as the program producers and sponsors are concerned. The Sportsman Channel’s programming VP Graig Hale says that it charges premium rates on the shows because they appeal to hard-to-reach 25- to 54-year-old men. Grover observes that a recent half-hour episode of American Rifleman had about two dozen ads “including Crimson Trace laser sights, hunting gear discounter Cheaper Than Dirt and gun makers Smith & Wesson and Remington.” In some shows, including Cam & Company, the NRA is the heaviest advertiser — and ran its controversial recent spot criticizing President Obama for sending his kids to schools that have armed guards even though he doesn’t want to expand the presence of guns in other schools.
The deal will consolidate two of the leading media companies serving hunters and others who enjoy life in the wild. InterMedia Outdoors — which owns The Sportsman Channel and 15 magazines including Guns & Ammo and Petersen’s Hunting — secured $150M in financing for the deal. Outdoor Channel Holdings investors will receive a 25 cent a share special dividend, and then have a choice: They can take $8 for each of their shares or swap them for stock in InterMedia Outdoor Holdings, which expects to be listed on NASDAQ. Outdoor Channel shares are up 3.9% to $7.47 following the announcement. The deal is expected to close early next year; private equity firm InterMedia Partners will own 67.6% of the combined entity, and current Outdoor Channel shareholders will end up with 32.4%. Outdoor Channel CEO Tom Hornish will keep the top job in the new arrangement. The combination “will allow us to better serve the consumers, distributors and advertisers in this robust marketplace,” he says. Outdoor Channel reaches 38.1M pay TV households while The Sportsman Channel reaches 30.1M.