The Knoxville, Tenn.-based media company said Monday it had agreed to acquire a 52.7% interest in TVN, which is based in Warsaw by acquiring the stake from ITI Group and Canal+ Group for about $615 million (584 million euros). Scripps will assume about $882 million of debt, giving the deal a value of $1.497 billion.
Due to Polish law, Scripps Networks sometime after completing this deal will launch a mandatory public tender offer to further increase its ownership beyond the 52.7% in TVN, which operates lifestyle and entertainment channels such as TVN, TVN 7, TVN Style and TTV.
"International growth is a top priority for Scripps as we seek to expand distribution for our networks and build scale," said Kenneth Lowe, chairman, president and CEO of Scripps Networks, in a call with investors Monday. "When we founded this company over 20 years ago, we made a conscious and deliberate decision to solidify our domestic distribution before venturing into the international marketplace. And we've done that."
Scripps Networks, which has a market capitalization of about $9.5 billion, is a lifestyle-focused content provider that operates channels such as Food Network, Travel Channel, HGTV and DIY Networks. In 2008, the company was spun off from E.W. Scripps (SSP), which is now merging with Journal Communications (JRN). E.W. Scripps and Journal plan to then separate newspaper and television assets into two publicly-traded companies.
Lowe went on to say that adding TVN to Scripps Networks' portfolio will accelerate its global strategy in a significant way, adding that post-transaction, the contribution of international business to Scripps Networks' revenue will increase nearly sixfold. On a pro forma basis, business outside the U.S. will account for nearly one-fourth of the company's revenue, he explained.
TVN is a leading commercial television company, according to Lowe, who added that in 2014 it had $403 million in revenue with margins of about 30%. TVN has a dual revenue stream from advertising and distribution, though the former accounts for the majority of the revenue, he explained.
While Poland represents a great growth opportunity, the acquisition of a majority stake in TVN isn't necessarily a precursor to a rollup of transactions in the region, cautioned Scripps Networks chief development officer, Joseph NeCastro, in Monday's call.
"Poland is, by far, the largest media market in that immediate region," NeCastro explained, adding that while Scripps Networks could certainly examine more opportunities in the region, its latest acquisition is "not the start" of a deliberate approach of acquiring broadcasters in Central Europe.
NeCastro also said the auction process for TVN was well-run, though he noted that Scripps Networks doesn't know how many bidders were involved. ITI and Canal+ announced in October that they decided to review their strategic options for their 52.7% stake in TVN after being approached by strategic and financial investors.
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A source familiar with Scripps Networks said the company has been looking to grow its non-U.S. assets for a while and expanding overseas is part of its strategy.
Still, this person went on to say that Scripps Networks could make domestic transactions, too, because the company has a 69% stake in the Food Network and has made no secret about wanting to buy the remaining 31% from Tribune Media. Scripps Networks and Cox Communications also have a joint ownership in Travel Channel Media.
Benjamin Mogil, an analyst at Stifel Nicolaus, wrote in a note Monday that TVN and the Polish market, in general, have "bucked the negative regional trends since 2008," adding that TVN's over-the-top expansion was attractive to Scripps Network, as was the television company's demographics -- largely female and higher income -- and the number of lifestyle-oriented channels. (Over-the-top here refers to delivery of video, audio and other content over the Internet.)
Tomasz Pozniak, director of investor relations at TVN, said in an email Monday that the management is "enthusiastic about the prospects the deal brings to TVN."
"The partnership will fuel growth and further development opportunities in the future," he wrote, adding that the core competencies of Scripps Networks and TVN are complementary.
For Scripps Networks, the transaction comes after a number of recent management shifts. Just last month, Scripps Networks appointed NeCastro, who formerly served as chief financial and administrative officer, as well as chief development officer. Lori Hickok, who previously served as vice president of finance, was appointed as CFO. The head of advertising sales, Steve Gigliotti, was appointed as chief revenue officer.
The company reported fourth-quarter and full-year 2014 earnings in February.
For the quarter ended Dec. 31, Scripps Networks generated total operating revenue of $669.2 million, compared to $654.4 million over the corresponding period the prior year. Total segment profit came in at $261.8 million during the fourth quarter, down from $273.3 million for the same period the prior year.
In 2014, Scripps Networks had $2.7 billion in total operating revenue, up from $2.5 billion in 2013. Total segment profit stayed relatively flat, jumping to $1.12 billion in 2014 from $1.10 billion in 2013.
Shares of Scripps Networks closed at $72.69 on Monday, up 1.1%. The stock was changing hands late Tuesday morning at $71.64, down $1.05, or 1.4%.
Greg Dalvito, Daniel Ross, Yunus Yucehan and Artur Kozieja of Barclays and Blackstone Advisory Partners offered financial advice to Scripps Networks. Scripps received legal counsel from Latham & Watkins and Domanski Zakrzewski Palinka.