Posts Tagged ‘Technicolor’

Cisco Service Provider Video Segment Grows 12% in Fiscal 2016

Analysis, broadcast industry trends, Broadcast technology vendor financials, Quarterly Results | Posted by Josh Stinehour
Aug 17 2016

Cisco announced its 2016 fiscal year results for the twelve months ending July 30, 2016.  In its financial reporting Cisco breaks out the results of its Service Provider Video (“SPV”) product segment. Cisco_logo

With Cisco’s divestiture of its CPE business to Technicolor, the SPV segment reporting offers greater visibility into Cisco’s products targeted to media customers.  Those product categories span Cable Access Products, Cloud-based video solutions, Content Security, Content Management and Distribution Products, Digital Headend, and Virtualized Video Processing Systems.

Many of these product categories were acquired in a series of M&A transactions in the media technology sector including 1 Mainstream (2015), NDS (2012), BNI Video (2011), Inlet (2011), Extend Media (2010), and Scientific Atlanta (2005).

When excluding revenues from the divested CPE business, the SPV segment had revenues of $1,920 million for the 2016 fiscal year, an increase of 12% over the 2015 fiscal year.  As a percentage of Cisco’s total product sales (not including services revenue), SPV represented 5.2% in FY2016 and 4.7% in FY2015.

The 2016 fiscal year results benefited from an especially strong second quarter driven by sales of video solutions and cable access products in China.

Fiscal Fourth Quarter 2016 Results:

For the fiscal fourth quarter, Cisco’s SPV segment had revenue of $444 million, a decline of 12% versus the fourth quarter of 2015.  SPV accounted for 4.6% of Cisco’s product revenue in the fourth quarter, a decline versus the contribution of 5.3% in the fourth quarter 2015.

Again, the above figures only include revenues for the continuing operations of the SPV segment.

 

Update on Cisco’s Broader Activities in Media Technology Sector

Not captured in the SPV segment are the sales of Cisco’s general-purpose technologies such as switchers and blade servers in the media sector.  Cisco has been an active contributor to the virtualization and IP transition efforts in the media technology industry.

Cisco’s CTO of Engineering and Chief Architect Dave Ward gave a presentation as part of the ImagineLIVE Power Sessions at the 2016 NAB Show.  During the presentation, Mr. Ward reviewed Cisco’s perspectives on the future of technology architecture in the media sector and Cisco’s role in that architecture.

 

cisco-slide-1

 

When referring to the above slide, Mr. Ward offered background on the high-level focus of Cisco in the media sector. “The target that we have for the industry and the target that we work on with Imagine is actually all at the top layer.  At the top layer creating a Media Platform-as-a-Service (PaaS) where a media workflow engineer – or any independent part of those workflows – those engineers can focus on doing their jobs and the stack and the network can take care of themselves” said Mr. Ward.

Later in the presentation Mr. Ward provided a more detailed review of the technology architecture supporting the Media PaaS target along with an overview of where Cisco’s technology would fit into that architecture.

 

cisco-slide-2

 

The blue line in the above slide represents the divide between where Cisco will focus and where Cisco will partner with other vendors – in this instance with Imagine.  As stated by Mr. Ward, “Imagine’s job is everything above that layer [blue bar] and what I’m trying to build is everything below that. A self- managing orchestrated reactive system that can allocate resources, can engineer admission control into an IP datacenter and across the WAN, and make it all as easy as possible.”

 

 

Related Content:

Press Release: Cisco Fiscal Year 2016 Results

 

 

© Devoncroft Partners 2009 – 2016. All Rights Reserved.

 

 

Francisco Partners Acquires SintecMedia

Analysis, Broadcast Vendor M&A | Posted by Josh Stinehour
Apr 27 2016

Sintec and FP logo

Francisco Partners has acquired SintecMedia, a well-known provider of broadcast business management software.

Financial details of the transaction were not made public. However, according to Reuters, the deal was valued at approximately $400 million.

Francisco Partners is a technology-focused private equity firm.  Francisco has existing familiarity with the media technology sector having purchased Grass Valley from Technicolor in January 2011 .  Francisco operated Grass Valley for nearly four years before exiting the investment in 2014 with Grass Valley’s sale to Belden.

SintecMedia had been owned by private equity firm Riverwood Capital.  Riverwood acquired SintecMedia in 2010 from existing venture capital investors including Walden Israel and Sequoia Capital.  Riverwood then supported SintecMedia through a series of acquisitions including Argo Systems , StorerTV , and more recently Broadway Systems.  In early 2014 Riverwood provided almost half the financing to support Sintec’s acquisition of competitor Pilat Media in a transaction valued at $103.5 million.

In the press release announcing the transaction, CEO and co-Founder of SintecMedia Amotz Yarden, stated, “Nothing is changing in SintecMedia’s business operations. We will continue to play a pivotal role in the way advertising is bought, sold and managed in the diverse media industry and our customers will continue to receive future-proof technological continuity combined with our innovative aptitude and deep domain expertise. I look forward to many years of exciting growth.”

Matt Spetzler from Francisco Partners added, “We have followed SintecMedia for over six years and are thrilled to back the company and its management team as they continue to consolidate their leading position in helping media companies monetize their assets. The broadcast and media industries are entering a phase of innovation and change and SintecMedia is uniquely positioned to help customers capitalize on this opportunity with a strong market position and new products.”

 

Related Content:

Press Release: Francisco Partners Acquires SintecMedia

 

 

© Devoncroft Partners 2009 – 2016. All Rights Reserved.

 

 

Harmonic Closes Thomson Video Networks Acquisition

Analysis, Broadcast Vendor M&A, SEC Filings | Posted by Joe Zaller
Mar 02 2016

Harmonic+TVN logos

Harmonic said it has completed the acquisition of rival compression vendor Thomson Video Networks (TVN), nearly a month earlier than the April 1, 2016 date predicted in the company’s Q4 and full-year 2015 announcement.

This indicates that conditions of the deal were met ahead of schedule.

In a filing with securities regulators, Harmonic said the completion of the “transaction will be subject to TVN’s reacquisition of its patent portfolio from France Brevets (a third-party patent licensing firm), the receipt of certain historical audited financial statements of TVN prepared in accordance with U.S. generally accepted accounting principles, the receipt of certain regulatory approvals required under French law, and certain other customary closing conditions.”

The Harmonic-TVN deal was structured as a “put option” for TVN’s shareholders.  A put option gives the holder the right but not the obligation to sell shares to the option writer (in this instance Harmonic).  The “put” option is subject to the selling TVN shareholders’ 60-day consultation process with TVN’s employee works council in France.  When/if TVN’s shareholders execute the “put” option subsequent to the consultation process, then the parties would immediately execute a formal purchase and sale agreement.

According to filings with securities regulators, “On February 11, 2016, pursuant to the terms of the Put Option Agreement,” a Harmonic company “entered into a securities purchase agreement (SPA) relating to the purchase of 100% of the share capital and voting rights of Thomson Video Networks.”

The terms of the deal include an initial purchase price of $75,000,000, “subject to customary working capital and other closing adjustments as set forth in the SPA, payable at closing of the transaction. In addition, there may be additional post-closing payments in amounts respectively capped to (i) the difference between €76,000,000 (as converted from euros into U.S. dollars) and $75,000,000, with respect to an adjustment based on TVN’s 2015 revenue, and (ii) $5,000,000, with respect to an adjustment based on TVN’s 2015 backlog that ships during the first half of 2016, all of which at such times and under the circumstances set forth in the SPA.

TVN has changed ownership several times in the past five years.  TVN was divested by Technicolor in 2011 in a management-led buyout sponsored by Fonds de Consolidation & Développement des Entreprises (FDCE) for a reported price of around $8 million.  When Technicolor announced that it had sold TVN to FDCE in 2009, it said that the company had 525 employees and operated in 15 countries, and that its 2009 revenues was €61m.

Institutional investor Edmon de Rothschild Investment Partners then acquired a 49% stake in TVN in December 2014.

“We are pleased to announce the closing of the TVN acquisition,” said Patrick Harshman, President and CEO of Harmonic. “By bringing together two powerhouses in the video industry, we further extend our position as the market leader. With expanded global R&D, sales and support teams, we are accelerating innovation and driving delivery of best-in-class solutions, products, capabilities and support services for our customers.”

 

 

Related Content:

Press Release: Harmonic Completes Acquisition of Thomson Video Networks

Harmonic-TVN — Put Option Agreement and Securities Purchase Agreement

Delayed Purchasing Decisions Drive Harmonic Revenue Down 13 Percent in 2015

Harmonic Announces Binding Offer to Acquire Thomson Video Networks for up to $90 Million

Press Release: Harmonic Announces Binding Offer to Acquire Thomson Video Networks

Press Release: Thomson Video Networks Receives Harmonic Group’s Acquisition Offer

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© Devoncroft Partners 2009-2016. All Rights Reserved.

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Harmonic Announces Binding Offer to Acquire Thomson Video Networks for up to $90 Million

Analysis, Broadcast Vendor M&A | Posted by Joe Zaller
Dec 07 2015

Harmonic announced its intention to acquire Thomson Video Networks (“TVN”), a compression solution provider based in France. Harmonic_Logo

The purchase price of the acquisition is $75 million (USD) in cash, plus up to an additional $15 million in post-closing adjustments.  The transaction is expected to close in Q1 2016.

Thomson-VN_Logo

For 2014 TVN had sales of 71 million (EUR).  At prevailing 2014 exchange rates, this equates to approximately $95 million (USD).  Assuming an enterprise value of $90 million ($75 million at closing plus $15 million), the valuation is slightly more than 1x annual sales.

The “Binding Offer” is structured as a put option for TVN’s shareholders.  A put option gives the holder the right but not the obligation to sell shares to the option writer (in this instance Harmonic).  The “put” option is subject to the selling TVN shareholders’ 60-day consultation process with TVN’s employee works council in France.  Should the TVN shareholders execute the “put” option subsequent to the consultation process, then the parties would immediately execute a formal purchase and sale agreement.

Harmonic does maintain the right to terminate the transaction if the company is unable to raise adequate financing for the transaction (more below).

According to Harmonic’s regulatory filing there may be additional post-closing payments based on TVN’s 2015 revenue and TVN’s 2015 backlog that ships during the first half of 2016.  A review of the regulatory filing also highlights several closing conditions including the requirement of TVN to reacquire its patent portfolio from France Brevets (a third-party patent licensing firm).

TVN has changed ownership several times in the past five years.  TVN was divested by Technicolor in 2011 in a management-led buyout sponsored by Fonds de Consolidation & Développement des Entreprises (FDCE) for a reported price of around $8 million.  When Technicolor announced that it had sold TVN to FDCE in 2009, it said that the company had 525 employees and operated in 15 countries, and that its 2009 revenues was €61m.

Institutional investor Edmon de Rothschild Investment Partners then acquired a 49% stake in TVN in December 2014.  

 

Transaction Financing

In large part to finance the acquisition, Harmonic also announced today its intention to offer $125 million in convertible senior notes due in 2020.  At Harmonic’s election, the notes will be convertible into cash, shares of Harmonic’s common stock, or a combination.  Management expects to use $70 million of the offering to pay a portion of the costs of the TVN acquisition.  Management also intends to use up to $25 million from the offering to repurchase shares of its common stock.

Commenting on the choice of a convertible offering, Harmonic’s CFO Harold Cover highlighted the opportunity to lower the companies cost of capital and maintain an appropriate cash balance for company operations.

 

Transaction Rationale

Harmonic’s press release announcing the deal and subsequent conference call reiterated in several instances how the acquisition of TVN was an acceleration of Harmonic’s existing video strategy.  Harmonic’s CEO Patrick Harshman commented, “The combined product portfolios, R&D teams and global sales and service personnel would allow us to accelerate innovation for our customers while leveraging greater scale to drive operational efficiencies.”  A slide from conference call is also included below as a reference on several key points of the intended combination.

 

Harmonic - Thomson IR Slide

 

Harshman added further emphasis to the regional strength of TVN outside of the US – over 95% of TVN’s revenue profile is outside the US.  During the question and answer session, the Harmonic CEO cited a regional allocation of revenue for TVN of 50% EMEA, 25% APAC, and 25% Americas (with the majority coming from Latin America).  Management believes this regional profile is highly complementary, as there is less than 50% overlap in the respective company’s customer bases.

 

Consolidation Continues in Transcoding, Encoding, and Compression

The acquisition of TVN is the latest in a series of M&A transactions in the compression segment.  Ahead of the recent IBC Show Amazon announced its acquisition of Elemental Technologies and during the exhibition Ericsson announced its acquisition of Envivio.

Harmonic’s intention to buy Thomson Video Networks is the latest in a series of deals related to video compression, transcoding, and multi-screen video delivery.  As broadcasters and media companies scramble to deploy multi-screen services, transcoding is seen by many as a key technology.  As a result, transcoding has also attracted its fair share of financing and M&A activity.  Here’s a quick run-down of some of the recent transcoding deals and related-financial news:

 

 

 

 

 

 

  • In April 2014, Imagine Communications acquired Digital Rapids for an undisclosed amount

 

  • In April 2014, Dalet acquired Amberfin for an undisclosed amount

 

  • In January 2013, Amazon unveiled its “Amazon Elastic Transcoder.” Based on the company’s Amazon Web Services (AWS) cloud computing platform, the Elastic Transcoder the service provides “a highly scalable, easy to use and a cost-effective way for developers and businesses to transcode video files from their source format into versions that will playback on devices like smartphones, tablets and PCs.”

 

  • In August 2012 Brightcove bought Zencoder, a 2-year old start-up with $2m in revenue for $30m, and subsequently launched a cloud based transcoding service at IBC 2012

 

 

 

 

 

 

 

 

 

 

  • RGB Networks bought transcoding vendor Ripcode in 2010

 

 

Related Content:

Press Release: Harmonic Announces Binding Offer to Acquire Thomson Video Networks

Press Release: Thomson Video Networks Receives Harmonic Group’s Acquisition Offer

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© Devoncroft Partners 2009 – 2015. All Rights Reserved.

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Thorsteinson Replaces Cross as CEO of Quantel and Snell

Analysis, Broadcast technology vendor financials, Broadcast Vendor M&A, Broadcaster Financial Results | Posted by Joe Zaller
Mar 04 2015

Quantel and Snell announced that Tim Thorsteinson has replaced Ray Cross as CEO, effective immediately.news_Tim_Thorsteinson

According to the company, Thorsteinson “is the ideal individual to lead the next stage in the development of the combined Quantel and Snell.”

Cross, who had been CEO of both Quantel and Snell since March 2014, when it was announced that Quantel had acquired fellow UK-based broadcast technology vendor Snell, a deal that had been long-rumored in the industry, since the two companies already had a common parent, Lloyds Development Capital (LDC), the investment arm of Lloyds Bank.

Previously, Cross had been CEO of Quantel since December 2005.

At the time of the Quantel-Snell deal, the company said in a statement that the combined entity had revenue of more than $170 million and office in 16 locations around the globe, making it one of the larger vendors in the broadcast industry.  The company has not provided an update on its performance since that time.

It will be interesting to see what moves Thorsteinson, a longstanding broadcast industry executive, will make as CEO of Snell and Quantel, companies he has competed against in previous roles.

Thorsteinson is a well-known figure in the broadcast industry having headed-up several of the industry’s largest technology vendors over the past 15 years.

In January 2013, Thorsteinson was named CEO of Grass Valley, replacing Alain Andreoli, who had been appointed by private equity firm Francisco Partners following their 2010 acquisition of Grass Valley from Technicolor.

Just over a year later, Thorsteinson oversaw the $220m sale of Grass Valley to Belden Corporation, who combined it with Miranda, keeping the Grass Valley moniker for the enlarged entity.

Interestingly, Thorsteinson was also involved in the sale of Miranda to Belden.  In April 2012, he appointed a director of Miranda Technologies during the time that activist investor JEC Capital was agitating for a sale of that business.  Three months after Thorsteinson became a director of the company, Belden Corporation acquired Miranda for an enterprise value of $356m.

Thorsteinson was the President of Harris Corporation’s Broadcast Communications Division from 2006-2010.  He was appointed to this role following the $460m purchase by Harris of Leitch Technology Corporation, where Thorsteinson had been CEO since November 2003.

Prior to Leitch, Thorsteinson was CEO of Grass Valley Group, and oversaw the December 2001 sale of Grass Valley Group to Thomson Multimedia for $172m.

“We are delighted to have Tim Thorsteinson join Quantel to continue the company’s transformation. Tim has a proven track record of value creation, and his knowledge and experience are a great fit to grow the combined Quantel and Snell business into a major force in the rapidly changing broadcast industry,” said Chris Hurley, Managing Director Lloyds Development Capital and Quantel Board Director. “I would also like to thank Ray for all his hard work and achievements at Quantel over the past 10 years.”

“I’m very excited to be joining Quantel,” said Thorsteinson. “It is one of the larger independent businesses in our industry, with world class products and a rich history of innovation. I want to build on that tradition to create an organization 100% focused on helping our customers prosper in the media technology world.”

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Related Content:

Press Release: Tim Thorsteinson becomes Quantel CEO

Broadcast Vendor M&A: Quantel Acquires Snell

Press Release: Quantel acquires Snell to create new force in media technology

Quantel – Snell FAQ

Belden Makes it Official – Combination of Grass Valley and Miranda to be Called Grass Valley

Broadcast Vendor M&A: Belden Completes Acquisition of Grass Valley, Will Invest $25 Million in Integration of Combined Business

Broadcast Vendor M&A: Belden Buys Grass Valley for $220 Million

Belden Closes Deal to Acquire Miranda

Thorsteinson Appointed to Miranda’s Board of Directors in Otherwise Uneventful AGM

Miranda Nominates Tim Thorsteinson as Director

Activist Shareholder Drama Continues at Miranda Technologies

Technicolor Receives a Binding Offer from Francisco Partners for Grass Valley Broadcast Business

Press Release: Tim Thorsteinson Named President of Harris Corporation’s Broadcast Communications Division

Press Release: Harris Corporation Completes Acquisition of Leitch Technology

WSJ Article: Thomson Multimedia to Buy Grass Valley for $172 Million

Broadcast Vendor M&A: Belden Buys Grass Valley for $220 Million

Belden’s Acquisition of Miranda to Close on or Before July 27, 2012

TVNewsCheck Article (9-29-2011): Tech One-on-One With Simon Derry — Snell Aims To Master the U.S. Market

Advent Venture and LDC close £72m broadcasting merger

Advent Venture Partners and LDC Complete Their Portfolios Merger – March 9, 2009

Video: Pro-Bel and Snell & Wilcox CEOs Discuss Merger (2009)

Press Release (11-6-2003): Chyron Sells Pro-Bel to LDC

Broadcast Magazine (2002): Snell Secures £22m from Advent

Press Release (2002) Advent Venture Partners invests GBP13m in Snell & Wilcox

Variety Article (7-14-2000): Carlton sells tech arm Quantel to LDC for £51 million 

 

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© Devoncroft Partners 2009 – 2015. All Rights Reserved.

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Broadcast Vendor M&A: Belden Completes Acquisition of Grass Valley, Will Invest $25 Million in Integration of Combined Business

Broadcast technology vendor financials, Broadcast Vendor M&A | Posted by Joe Zaller
Apr 01 2014

Belden announced that it has completed the acquisition of the previously announced offer to purchase Grass Valley. When the deal was announced in February 2014, Benden CFO Henk Derksen told equity analysts that the $220m deal would be funded with existing cash.

Grass Valley had approximately $290 million in revenue according to Belden’ press release, so the deal values Grass Valley at 0.75 revenue.

It is believed that the enlarged company will be branded Grass Valley.

According to Belden, the value of the combination of the two companies is clear for both customers and shareholders is clear. The company says that by aligning both resources and strategies, the business will have a broader offering, while realizing the benefits of scale.

Belden also says the combined company “will be able to deliver the ability to simplify the purchasing and management of highly complex infrastructures.”

Belden says acquisition of Grass Valley will be immediately accretive to adjusted earnings per share with an estimated impact of approximately $0.20 in 2014 and $0.50 in 2015.

Much of the increased profitability of the new company is likely to come through synergy savings.

One of the hallmarks and core competencies of the Belden team is the efficient integration of acquired companies into the Belden family, and the associated inculcation with the “Belden Business System, including LEAN enterprise techniques and the Market Delivery System.”

There are many examples of Belden buying underperforming companies and subsequently using its internal processes to achieve strong financial performance and operating return.

Indeed, the company says “there is a significant opportunity in the application of the Belden Business System” in the case of Grass Valley

Derksen told analysts at the time of the announcement that Belden plans “to invest approximately $25 million during the first 12 months of integration largely through restructuring efforts to capture the value of the combined company. The strategic actions will include cost actualization, manufacturing footprint and leveraging a combined sales and marketing function and the implementation of lean principles.”

At same time Belden CEO John Stroup said “the result of the integration is unlikely to include meaningful reductions in R&D investment. However, I think there’s going to be an opportunity for Miranda to throttle back on some investments where Grass Valley’s stronger and for Grass Valley to throttle back on opportunities where Miranda’s stronger. Manufacturing is a clear opportunity. Today, Grass Valley outsources a lot of their manufacturing. We think there’s an opportunity for us to leverage our existing fixed cost structure, absorb that manufacturing. So that’s a clear opportunity to create value in the combined business and there’s clearly an opportunity to leverage our global sales force. Both of us at 200 and 300 million respectively, have created a global sales force calling on the same customers and we see a clear opportunity to improve our efficiency there. So the assumptions that we have in place include manufacturing cost synergies as well as the opportunity to leverage the combined sales organization, both in terms of cost and revenue.”

 

The following slides show the strategic rationale for the Miranda – Grass Valley merger, as explained by Belden in February 2014.

 

Belden Buys Grass - 1

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Belden Buys Grass - 2.

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Belden Buys Grass - 3

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Belden Buys Grass - 4

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Belden Buys Grass - 5

 

 

Given that it is believed that the combined company will be branded as Grass Valley, the deal marks a new beginning rather than the end of the road for the formidable broadcast brand.

Prior to officially becoming part of Belden, what is now Grass Valley has been through a number of strategic changes in the last 10-15 years.

This started in December 2000 when Thomson purchased Philips Professional, which at that time had revenue of approximately 250m Euros, and employed 1,050 people. Philips products, which included cameras, film imaging, signal processing, media networking & control, and systems integration services, became part of Thomson Multimedia.

After the Philips acquisition, the combined company, which was renamed Thomson Multimedia, had combined revenue of approximately 366m Euros.

In 2001, Thomson bought Grass Valley in 2001 for $172m.  At that time, Grass Valley had revenues of about $200m.

Technicolor then went on a buying spree, acquiring multiple companies that were ultimately folded into the Grass Valley brand.

Thomson added to its Grass Valley holdings with the 2005 acquisition Canopus for more than $100m.

By the late 2000s Thomson – which had by this time changed its name to Technicolor – put Grass Valley on the block, initially with what has been described as a very high price tag.

After several rumored bids, and more than a year on the block Technicolor sold what is now Grass Valley to Francisco Partners, a San Francisco – based private equity firm.

Technicolor retained other parts of the business, including transmitters and head-end equipment, and later sold-off these assets in two separate transactions.

Technicolor sold the Grass Valley transmission business to PARTER Capital Group.

The Grass Valley head-end business was sold to FCDE in March 2011.

Grass Valley is one of the industry’s great companies and I am sure that the people there are happy to finally have resolved their fate.  Let’s hope they can now focus on making great products – and of course money for their new owners.

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Related Content:

Press Release: Belden Announces Successful Completion of Grass Valley Acquisition

Broadcast Vendor M&A: Belden Buys Grass Valley for $220 Million

Press Release: Technicolor to sell its Broadcast Services activity to Ericsson

Belden Q3 2012 Revenue Declines 6 Percent, Miranda “Off to a Slow Start”

Broadcast Vendor M&A: Miranda Buys Softel

Belden Closes Deal to Acquire Miranda

More Broadcast Vendor M&A: Belden Buys Miranda for $350 Million in All-Cash Deal

More Broadcast Vendor M&A: Technicolor Closes Deal to Dispose of Grass Valley Transmission Business

Technicolor Receives Binding Offer for Video Head-End Business

Technicolor decides not to sell digital signage provider PRN

Technicolor completes sale of Grass Valley to Francisco Partners

 

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Broadcast Vendor M&A: Belden Buys Grass Valley for $220 Million

broadcast technology market research | Posted by Joe Zaller
Feb 06 2014

Belden has submitted a binding offer to purchase privately held Grass Valley, a leader within the broadcast market, for $220 million.

The binding offer is subject to consultation with Grass Valley’s foreign labor works council, after which we will enter into a definitive agreement. Grass Valley provides innovative technologies including production switchers, cameras, servers, and editing solutions within the mission critical applications of broadcast customers. When combined with Miranda, the resulting end-to-end solution will be the most complete and compelling in the industry.

Grass Valley had approximately $290 million in revenue according to Belden’ press release, so the deal values Grass Valley at 0.75 revenue.

Even so, it’s probably not a bad deal for Grass Valley’s owner, PE firm Francisco Partners, which  purchased Grass Valley from Technicolor in 2011 (closed in January 2011), for no money down, and an $80 million promissory not payable five years from the date of the deal.

Part of Francisco Partner’s deal to buy Grass Valley included an undisclosed additional pay-out if Francisco Partners sold Grass Valley for a partner in the future.  Since these numbers are unknown, it’s difficult to know if the payments were triggered.

“The great thing about this overlap is the limited overlap,” said Belden CEO John Stroup.

“We are extremely excited to have Grass Valley join the Belden family. By combining Grass Valley and Miranda, we will create the broadcast industry’s largest and most complete portfolio,” said Mr. Stroup.

 

Here’s info on the deal and the rationale for it:

 

Belden Buys Grass - 1

Belden Buys Grass - 2

Belden Buys Grass - 3

 

Belden Buys Grass - 4

 

 

Belden Buys Grass - 5


Belden Buys Grass - 6


Related Content:

Press Release: Belden Reports Solid Results in Fourth Quarter 2013 and Announces Binding Offer to Acquire Privately Held Grass Valley for $220 Million

Press Release: Technicolor to sell its Broadcast Services activity to Ericsson

Belden Q3 2012 Revenue Declines 6 Percent, Miranda “Off to a Slow Start”

Broadcast Vendor M&A: Miranda Buys Softel

Belden Closes Deal to Acquire Miranda

More Broadcast Vendor M&A: Belden Buys Miranda for $350 Million in All-Cash Deal

More Broadcast Vendor M&A: Technicolor Closes Deal to Dispose of Grass Valley Transmission Business

Technicolor Receives Binding Offer for Video Head-End Business

Technicolor decides not to sell digital signage provider PRN

Technicolor completes sale of Grass Valley to Francisco Partners

 

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

More Broadcast Industry M&A: Ericsson Announces Intent to Purchase Red Bee Media

broadcast technology market research | Posted by Joe Zaller
Jul 02 2013

Ericsson announced that it is purchasing Red Bee Media from Macquarie Advanced Investment Partners, L.P.

Financial terms were not disclosed.

Headquartered in the UK, RedBee is a leading provider of broadcast playout and subtitling services.  It was created when the former BBC Broadcast Limited was acquired by Macquarie in 2005 for approximately $260m.  The company has approximately 1,500 employees, as well as media services and operations facilities in the UK, France, Germany, Spain and Australia.

Red Bee had revenue of approximately $250m in 2008-9, according to published reports.

The deal marks further consolidation of the European playout business by Ericsson.  In March 2012, Ericsson acquired the broadcast services business of Technicolor in a deal that included €19m in cash and a potential earn-out of up to €9m.

In its announcement, Ericsson said the deal will further expand its capabilities in the TV industry, and highlighted the fact that it can bring enhanced efficiency into the business operations of regional and global broadcasters.

This is could be a good move.  Our broadcast industry market research shows that increased efficiency is not only one of the key business concerns of broadcasters and media companies, it is also a key driver of purchasing decisions for many broadcast technology end-users world-wide.

According to Ericsson, the TV and Media industry is “undergoing an unprecedented transformation driven by consumers’ appetite for rich, interactive, anytime, anywhere entertainment. The confluence of communications, broadband and media technologies and the use of IP and mobile networks to generate and deliver such experiences is creating new opportunities in the ecosystem.”

The company has said that its strategy is “to grow in the broadcast services market and take advantage of its technology and services leadership to help broadcasters and content owners address the convergence of video and mobility.”

By assembling a portfolio of managed service providers and highlighting efficient monetization of TV content, Ericsson appears to be in the process of creating an integrated provider that can help broadcasters and media companies manage the complexities of television playout and asset monetization for both linear and multi-platform content.

“Ericsson is making a step change to our business, cementing our commitment to TV and broadcast services and continuing a journey we started in 2007,” says Magnus Mandersson, Executive Vice President and Head of Business Unit Global Services, Ericsson. “We can create value for broadcasters by making digital content more accessible, enabling monetization of TV content more efficiently.”

Ericsson says that after the deal closes, Red Bee will be incorporated into Ericsson’s Global Services business unit, and the UK will become a global media hub for Ericsson. The company will have more than 4,000 employees based in the UK, with more than one-third working in the media services business.

The closing of the acquisition is subject to approval from relevant regulatory authorities and other contractual conditions.

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Related Content:

Press Release: Ericsson to acquire leading media services company Red Bee Media

More Broadcast Industry M&A: Technicolor Sells Playout & Services Business to Ericsson

Devoncroft Partners broadcast industry market research — The 2013 Big Broadcast Survey (BBS)

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© Devoncroft Partners 2009 – 2013. All Rights Reserved.

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Harris Corporation Discloses Structure of Promissory Note and Earnout Provision in Sale of Broadcast Communications Division

Broadcast Vendor M&A, SEC Filings | Posted by Joe Zaller
Dec 06 2012

When Harris Corporation announced earlier today that it had signed an agreement to sell its Broadcast Communications Division (Harris BCD) to The Gores Group (TGG), the company said that the terms of the deal included “a cash payment of $160m, a $15m subordinated promissory note, and an earnout of up to $50m based on future performance.”

Harris Corp subsequently issued a regulatory filing that provides more detail on the promissory note and the terms of the earnout.

The $15m subordinated promissory note is payable fifteen months after closing, accrues simple annual interest at six percent, and is unsecured.

The terms of the earnout state that in each of the four calendar years from 2013 through 2016, Harris Corporation will receive a contingent payment (in cash) of twenty percent of the revenue of Harris BCD that is in excess of a specified target revenue amount.

The target revenue amount required to trigger the contingency payment to Harris Corporation was not specified, so it is difficult to judge how likely it is that the payment will be triggered.

This contingent payment amount is subject to an annual cap of $25m in each calendar year (2013 – 2016).

In the event that Harris BCD’s revenue would have caused the contingent payment in any such year to exceed $25m, the contingency payment will be carried forward and credited as revenue in the next year.

The total value of the contingency payment cannot exceed $50m over the period of the agreement.

Harris said that the target amount required to trigger the contingency payment could be lowered in the event of a sale or divestiture by TGG of parts of Harris BCD including a business unit, product line or substantial portion of its consolidated assets.

These provisions are not uncommon in M&A deals.  Indeed when Technicolor sold Grass Valley to Francisco Partners in 2010, a similar arrangement was put in place.

Under the terms of the Technicolor deal with Francisco Partners:

  • An $80m promissory note was issued to Technicolor with a six-year maturity and bearing a capitalized interest of 5% per year
  • Technicolor has the right to receive “additional consideration from [Francisco Partners] based on the potential future remuneration of the new owners of the disposed entity.”  However the amount of remuneration was not disclosed.

 

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Related Content:

Harris Corporation to Sell Broadcast Business to The Gores Group for $225 Million

Harris Press Release: Harris Corporation to Sell Broadcast Communications to The Gores Group for $225 Million

Harris Corporation 8-K Filing

 

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More Broadcast Vendor M&A: Screen Service Targeted in €30.5m Takeover Bid

Broadcast technology vendor financials, Broadcast Vendor M&A | Posted by Joe Zaller
Oct 22 2012

Italian broadcast transmitter vendor Screen Service became the target of a €30.5m takeover bid launched by Monte Bianco, according to a filing with the Milan Stock Exchange.

The bid values Screen Service, which for the first half of its financial year posted a loss of €3.67 on revenue of €25.1m, at a 35% premium over its previous stock price.

Monte Bianco, which is backed by French PE firm HLD, said it had not previously discussed the proposed deal with any of the shareholders of Screen Service, including Opera who own about 30% of the company.

Monte Bianco, who currently has an holds about 1.2% of Screen Service’s shares, said the proposed deal will increase the competitiveness of Screen Service, and ensure its medium and long term growth.

Screen Service is based in Brescia, Italy also has operations in the US and Brazil.  In July 2012, the company paid €1.1m to up its stake in its Brazilian subsidiary to 75% from 60%.

This is the second PE-backed deal for a broadcast transmitter in the last two years.  In April 2011, Technicolor announced that it had sold the Grass Valley transmission business to PARTER Capital Group for a “non-material” amount.  At that time Technicolor said that the Grass Valley transmission business has 291 employees and posted a loss in 2009 of revenues of approximately €43m.

The Harris broadcast communications division (BCD), which supplies broadcast transmitters along with a wide variety of other products, is currently being divested by its parent company, Harris Corporation.  It is believed that Harris BCD posted revenue of approximately $500m in its last fiscal year, but transmitter revenues were not broken out.

Although many in the broadcast industry may perceive transmitter as “old technology,” Harris BCD president Harris Morris said at the IBC 2012 exhibition that the company’s transmitter business are the “tip of the spear” into high growth emerging markets.  According to Morris, when countries in emerging markets make the transition to digital broadcasting one of the first things they buy is a transmitter, so  Harris BCD is able to sell through its additional elements of its product line on the back of these deals.

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Related Content:

Reuters Article: French group launches bid for Italy’s Screen Service

More Broadcast Vendor M&A: Technicolor Closes Deal to Dispose of Grass Valley Transmission Business

Analyzing the Sale of the Harris Broadcast Division

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