RSW ’14: ITV, Leftfield, High Noon talk M&As

Top producers, financial advisors, business affairs execs and lawyers convened at a mergers and acquisitions panel at Realscreen West to both discuss landscape-altering mergers and advise producers on how to prepare for sales. (Pictured L-R: Brad Miller, Ivan Garel-Jones and Thomas Dey)
June 6, 2014

(Photo: Rahoul Ghose)

Top producers, financial advisors, business affairs execs and lawyers convened at a mergers and acquisitions panel at Realscreen West to both discuss landscape-altering mergers and advise producers on how to prepare for these sales. 

Realscreen editor and content director Barry Walsh moderated the “Enter the Mega-Indie: The New Face of M&A” panel on Thursday (June 5), which featured Matthew C. Thompson, a partner at Stroock & Stroock & Lavan LLP; Brent Montgomery, CEO of Leftfield Entertainment; Brad Miller (pictured, left), general counsel and EVP of business affairs for High Noon Entertainment; Ivan Garel-Jones (pictured, centre), EVP of business affairs for ITV Studios U.S. Group; and Thomas Dey (pictured, right), CEO and president of About Corporate Finance.

The session came in the wake of several big deals over the last six months, including ITV’s acquisition of 80% of U.S. prodco Leftfield Entertainment in May – a deal that ITV Studios U.S. Group says makes it the largest independent unscripted producer in the country.

Leftfield is the latest addition to an ITV Studios-controlled portfolio of U.S. indies that includes Gurney Productions, High Noon Entertainment, Thinkfactory Media and DiGa Vision, in addition to UK producers So Television, The Garden and Big Talk.

Garel-Jones told the audience that the string of acquisitions is part of a five-year plan to expand ITV’s international content business in the U.S.

“You must have companies that will fit with your personality,” he said. “We’re very happy with the companies we’ve chosen. They have robust pipelines and diverse portfolios.”

Dey, a financial advisor who has brokered many of these deals, said it is important to differentiate between strategic buyers such as ITV, which is looking for growth among its acquisitions, and financial buyers, who are looking for short-term financial growth.

“People are always apprehensive about what the deal will look like,” said Dey. “They find it very important that buyers are sympathetic, have an understanding of the business and will help them.”

Montgomery – who will remain as CEO of Leftfield Entertainment – says his team is more driven now than before the sale, adding that the ITV acquisitions are indicative of a renewed understanding in the value of creatives.

Similarly, Miller – whose company High Noon Entertainment was bought by ITV a year ago – says the sale has fostered a environment for creativity and continued independence among the prodcos that are now under the ITV Studios U.S. group umbrella.

“Brent doesn’t know what we’re doing and we don’t know what he’s doing,” said Miller. “So we’re all incentivized to go out and sell shows.”

Garel-Jones added that ITV is focused on allowing its holdings to maintain their creative independence and, where they can, foster collaboration.

Walsh rounded out the session by asking for tips for prodcos looking to sell. While Thompson suggested hiring the right financial adviser, Montgomery advised finding core teams to both run and sell your company.

“Timing is everything,” he said. “If you’re producing and having an amazing year, understand that you’re not selling too early. The deals are structured so you get a lot up-front and a lot in the back.”

Miller said prodcos should question whether they want to work with strategic or financial buyers – “Think about the personality and ask if it’s a good fit,” he explained – while Garel-Jones urged the audience to research buyers thoroughly.

Finally, Dey encouraged producers to take control of the process.

“There’s no hurry,” he said. “You be the one to decide if this is a good time to sell. And then get advisors and choose who is the best company for you.”

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