LDN - Business

Meredith to buy U.S. publisher Time in Koch-backed deal

[November 27, 2017] By Liana B. Baker and Greg Roumeliotis

(Reuters) - U.S. media company Meredith Corp said on Sunday it will buy Time Inc, the publisher of People, Sports Illustrated and Fortune magazines, in a $1.84 billion all-cash deal backed by conservative billionaire brothers Charles and David Koch.

The deal is a coup for Meredith, which held unsuccessful talks to buy Time earlier this year and in 2013.

It will give news, business and sports brands to the Des Moines, Iowa-based publisher and broadcaster, which owns lifestyle magazines such as Better Homes & Gardens and Family Circle. Analysts have said that bulking up on publishing assets could give Meredith the scale required to spin off its broadcasting arm into a standalone company.

When combined, the Meredith and Time brands will have a readership of 135 million people and paid circulation of nearly 60 million. The deal also will expand Meredith's reach with internet-savvy millenials, creating a digital media business with 170 million monthly unique visitors in the United States and more than 10 billion annual video views.

The Koch brothers are two of the world's richest men through their ownership of Koch Industries, a sprawling industrial empire that manufactures such products as Brawny paper towels, Dixie Cups and Lycra.

Koch Equity Development, the private equity arm of the Koch brothers, agreed to offer Meredith $650 million in preferred equity to fund the Time acquisition. The companies said the Koch unit will not have a seat on Meredith's board and will have no influence on Meredith's editorial or managerial operations.

The Kochs, known for their advocacy of conservative policies and influence on some quarters of the Republican Party, had previously expressed interest in buying media properties such as the Los Angeles Times and the Chicago Tribune in 2013.

Their involvement in the Time deal "underscores a strong belief in Meredith's strength as a business operator, its strategies, and its ability to unlock significant value from the Time acquisition," according to the companies' statement announcing the deal.

Meredith said it expected the deal to close in the first three months of 2018. Reuters reported earlier on Sunday that the companies were nearing an agreement.

Including debt, the deal values Time at $2.8 billion. Meredith said it anticipated cost savings achieved by eliminating overlap in the two companies of $400 million to $500 million in the first full two years of operation. Meredith added it would launch a tender to acquire Time shares for $18.50 in cash.

"We are adding the rich content-creation capabilities of some of the media industry's strongest national brands to a powerful local television business that is generating record earnings, offering advertisers and marketers unparalleled reach to American adults," Meredith Chief Executive Stephen Lacy said in the statement.

Meredith said it would continue to pay its current annual dividend of $2.08 per share, and expects ongoing annual dividend increases.

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Time Inc Executive Chairman and former CEO Joe Ripp (2nd L) claps after ringing the bell to open trading at the New York Stock Exchange in New York June 9, 2014. REUTERS/Carlo Allegri

TIME STRUGGLED ON ITS OWN

Time Warner Inc spun off Time, which also publishes the eponymous current affairs magazine, as a standalone company in June 2014. Since then, New York-based Time had struggled in an industry-wide decline in print media, as circulation shrinks and advertisers shift to digital platforms.

Meredith, which has a capitalization of $2.7 billion, tried to merge with Richmond, Virginia-based broadcaster Media General in 2015, but Nexstar Media Group Inc ended up acquiring that company for $4.6 billion.

Time shares ended trading on Friday at $16.90, giving the company a market capitalization of $1.7 billion.

Time, led by CEO Rich Battista, has been undergoing a strategic plan that includes revamping its cost structure and focusing on its digital business. It has also been exploring a sale of several magazines titles, such as Coastal Living, Sunset and Golf and a majority stake in Essence as well as Time Inc UK.

The assets it had earmarked for a potential sale represented about $488 million in revenue for the year ended June 30, the company has said.

In September, it named its former digital editor, Edward Felsenthal, to be the new editor in chief of Time. It has also expanded into streaming video channels, launching Sports Illustrated TV through Amazon earlier this month.

Time said earlier in November that in the third quarter, its total revenue slipped 9.5 percent to $679 million, missing analysts' estimates of $693.5 million, according to Thomson Reuters I/B/E/S. It marked the sixth straight quarter the company had missed expectations for revenue.

Battista, who will leave Time when the deal with Meredith closes, will work closely with the Meredith management team to ensure a smooth transition, the companies said on Sunday.

The magazine industry has been consolidating for several years. Men's Health magazine publisher Rodale said it would sell itself to larger rival Hearst last month. Wenner Media, the owner of Rolling Stone, said in September it was exploring a sale of the music magazine.

BDT & Company and Moelis & Company are serving as financial advisers to Meredith, and Cooley LLP is serving as legal counsel. Morgan Stanley & Co. LLC and BofA Merrill Lynch are serving as financial advisers to Time Inc and Debevoise & Plimpton LLP is serving as legal advisor.

Rothschild Inc and Credit Suisse are serving as financial advisers to Koch Equity Development, and Jones Day is serving as legal counsel. RBC Capital Markets, Credit Suisse, Barclays and Citigroup Global Markets Inc provided debt financing for the deal.

(Reporting by Liana B. Baker and Greg Roumeliotis in New York; Editing by Lisa Von Ahn and Will Dunham)

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