Archive for February 17th, 2008

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Independent record label Concord Music Group and Australian-based film company Village Roadshow Photos Group, part of the media company Village Roadshow Ltd. (OTC: VRLDY), have merged to form Village Roadshow Entertainment Group, reported Billboard early last week. Village Roadshow will own almost 40% of the new company, while the other majority split between two private equity firms based in New York and Los Angeles. According to Billboard, the two companies “had common owners in that Norman Lear and Hal Gaba’s Act III Communications and Tailwind owned Concord; and Act III and Clarity — through an entity called Crescent Entertainment — owned 50% of Village Roadshow Pictures group.”

The deal is nearly six months old, after being announced on September 3, 2007, and the Act III group paid close to $48 million to command more than 60% of the new company. Both companies will continue to operate as “separate entities, but some backroom functions like human resources and information technology likely will be combined.” Additionally, the report indicated that some cross-promotion opportunities are to be expected via the merger of film and music companies.

While this deal and the merger seem logical for the owners and participants involved, the only concern this consumer has about a private equity firm owning a majority stake in a music company is the problems that have plagued London-based EMI since Terra Firma purchased out the music giant last summer. Clearly, Concord has enjoyed a positive relationship with its private equity owners for longer and with much more success. Furthermore, the label has gained significant signings in the last year while creating a new label with Starbucks Corp. (NASDAQ: SBUX) to release Paul McCartney’s first album after leaving EMI last spring (before the Terra Firma buyout).

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Joining the contest to see who will own the No. 2 search engine, Time Warner’s (NYE: TWX) AOL is reportedly in talks with Yahoo! (NASDAQ: YHOO). News Corp. (NYSE: NWS) is already in intense talks to see if it can arrange a deal that will block Microsoft’s (NASDAQ: MSFT) bid for Yahoo!

According to The Telegraph, “AOL’s determination to present itself as the most attractive of the white knights available to Yahoo! follows the formal rejection last week of Microsoft’s $31-a-share offer for Yahoo!”

With a market cap of $60 billion, Time Warner couldn’t buy Yahoo! outright because the portal company already has an offer for $44 billion from Microsoft. But, like News Corp., it could offer to put AOL into Yahoo! in exchange for a piece of the firm. With AOL currently valued at about $20 billion, this stake might be as large as 33%.

In a consolidation, AOL and Yahoo! could cut massive numbers of staff and Yahoo!’s search could be the de facto product for all of AOL, greatly expanding its reach. Google (NASDAQ: GOOG) has this franchise now, but might give up its arrangement to halt Microsoft and Yahoo! from joining forces.

Douglas A. McIntyre is an editor at 247wallst.com.

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Private equity firms have begun to walk away from transactions to take a public companies private. In tight credit markets and facing a slowing economy, deals which looked good in early 2007 don’t look so hot now. In most cases the public company boards try to keep deals from breaking apart by lowering their asking price. Sometimes they take a break-up fee and allow the buyer out of its obligations.

Clear Channel Communications Inc. (NYSE: CCU) won’t take any of those “let the fish of the hook” routes. It has a deal with Providence Equity to purchase its Television stations for $1.2 billion. The transaction was announced ten months ago and has not closed yet.

According to The Wall Street Journal (subscription required), “Clear Channel is suing Providence for ’specific performance,’ a legal term which typically addresses the capability of the seller to force the buyer to finish a deal agreement.”

Market observers and the press state that many banks and buy-out firms are being advised by their attorneys to turn their backs on transactions instead of getting burned by deals that have begun to look to rich between signing a buy-out agreement and actually closing. Clear Channel is willing to gamble that it can win its case for closing a deal in court.

Douglas A. McIntyre is an editor at 247wallst.com.

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