Following a hearing on the matter, the Ontario Superior Court of Justice has approved the acquisition of UK-headquartered distributor TCB Media Rights by Australian headquartered Beyond International from the court appointed receiver for TCB’s previous owner, Kew Media Group (KMG).
The order was delivered on Tuesday (April 14), with Beyond International subsequently announcing it has, through its wholly owned subsidiary, Beyond Entertainment, acquired the entire issued share capital of TCB Media Rights from FTI Consulting Limited, the receiver appointed to oversee the sale of the assets of the ill-fated Canadian superindie, KMG.
The acquisition was originally announced by Beyond at the beginning of April but court documents filed by FTI regarding the acquisition revealed that TCB founder and CEO Paul Heaney did not provide consent for the deal and furthermore, had made a counter offer for the company through a party that also included TCB executive director Dina Subhani.
In the court order, delivered by Justice Markus Koehnen, it is stated that the sales process for TCB began in January of 2020, with 99 “potentially interested parties” initially contacted about the sale. From there, 39 parties executed a non-disclosure agreement that provided them with access to a “virtual data room,” and of those 39, 35 were given access to that room, and ultimately two offers were received, with the Beyond offer coming in at a price 5% higher than the other, from the party that included Heaney and Subhani.
According to the court documents, the acquisition comes at a price of £2.1 million, structured in two parts, with Beyond set to purchase all the shares of TCB for £1.52 million, as well as repay debt from TCB to Kew Media Group of £578,000. It comes just two and a half years after factual distribution specialist TCB was acquired by Kew for $9.23 million, in a transaction that also included an earn-out of up to £4 million if TCB met revenue targets.
“This acquisition further strengthens Beyond’s business both domestically and internationally,” said Mikael Borglund, managing director of Beyond, in a statement.
“TCB Media Rights’ extensive catalogue of non-scripted factual programming is extremely complementary to ours, with many of the same customers worldwide and ongoing relationships with producers in the UK, USA, Canada and Australia.”
As for how TCB will exist under the Beyond umbrella, Borglund added: “Beyond Distribution and TCB Media Rights will continue to operate as full-service distribution companies for the foreseeable future, and I am looking forward to welcoming the TCB Media Rights team to the Beyond Group.”
Court documents filed last week revealed that KMG, which was placed in receivership in late February, owes US$113 million (roughly C$158 million) to a syndicate of lenders led by Truist Bank. The lending syndicate also includes Bank of Montreal and Toronto-Dominion Bank. In the court filing, FTI said the syndicate will suffer a shortfall in excess of US$90 million after FTI has recouped costs through the sale of Kew assets.
With the sale of TCB finalized, the majority of production companies previously owned by KMG have now either been repurchased by their former owners or acquired by third parties. On the Canadian side, Frantic Films and Media Headquarters were repurchased by their founders, while BGM and Sienna Films were both acquired by Montreal-headquartered DATSIT Sphère. Meanwhile, Architect Films principals Mike Sheerin and Tanya Linton founded a new production outfit, Nikki Ray Media Agency, and reacquired all the shares of Architect.
As well, according to court documents filed last week, FTI is in the process of selling a 50.1% interest in Jigsaw Productions, the New York-headquartered prodco founded by Alex Gibney.
(With files from Jordan Pinto, Playback)