MUMBAI: Eros International and STX Filmworks have entered into a definitive stock-for-stock merger agreement to create the first publicly traded, independent content and distribution company with global reach and unique positions in the US, India and China. The transaction is subject to regulatory approvals and closing conditions and is expected to close in the second calendar quarter of 2020.
The combined company will be called Eros STX Global Corporation.
STX Entertainment is a fully-integrated global media company specialising in the production, marketing, and distribution of talent-driven motion picture, television and multimedia content. It is the first major entertainment and media company to be launched at this scale in Hollywood in more than twenty years.
Founded in 2014, STX Entertainment is a leading independent Hollywood studio focused on producing, marketing, owning and distributing film and television content for global audiences across traditional and digital media platforms.
To date, the company has released 34 films grossing over $1.5 billion in global box office receipts, including such leading titles as Hustlers, Bad Moms and The Upside. STX Entertainment has a deep global distribution network spanning 150+ countries with world-class partners. STX Entertainment has a differentiated asset-lite, capital efficient business model, unique strategic relationships and well-established access to the Chinese entertainment market. STX Entertainment generated revenue of over $400 million in calendar year 2019.
The combined entity will have a robust pipeline of feature-length films and episodic content with powerful, well-established positions in the world’s fastest-growth global markets. The combined company, with $125 million of incremental equity, will boast a strong and revamped capital structure and superior liquidity position at close with $264 million of pro forma net debt, $195 million of pro forma cash balance and $120 million of available revolver capacity as of December 31, 2019. The combined company, which following the consummation of the transaction will be publicly traded on NYSE, will possess a strong management team led by highly experienced executives from both entities.
“We are thrilled to join with STX Entertainment as this represents a landmark step in our company’s transformation. We are already at an inflection point as we move to a more consistent, stable and high growth revenue profile with our digital over-the-top (OTT) platform. This merger will not only fuel our growth but will also diversify our underlying sources of revenue and subscribers with a truly global play, building a powerhouse between East and West. We are well positioned to create long-term value for our shareholders, partners and employees,” Eros International executive chairman and chief executive officer Kishore Lulla said.
“Collectively, we will have a unique capability to present our film and episodic libraries and pipeline of original content to a broad and growing global audience through multi-year output deals, strategic alliances and our market leading Eros Now streaming platform,” he added.
“This company will be financially strong and uniquely positioned to compete immediately thanks to its global footprint, strong revenue and recapitalized balance sheet, including a large new equity commitment. These significant investments and no meaningful debt maturities in the near-term enable the company to pursue strategic investments in key growth areas, including traditional and digital distribution, film acquisition, TV production and development of original episodic content,” Lulla added further.
“The combination of our two companies creates the first truly independent media company that deeply integrates the expertise and creative cultures of Hollywood and Bollywood. Kishore is a legend in the Indian entertainment industry and a pioneer in OTT content development and distribution in India. Together we will have the relationships, management expertise and resources to create new content and grow rapidly in the largest and most attractive global markets. On day one, we will have the ability to tap into our significant combined libraries and draw upon our deep relationships with A-list actors, directors and producers across the globe to create even more compelling content for millions of consumers,” STX Entertainment executive chairman and chief executive officer Robert Simonds stated.
Transformational Combination Creates Strategic and Financial Benefits
· Robust pipeline of film and episodic content with multi-channel distribution: The combined company is projected to release approximately 40 feature length films, including seven sequels to prior hits and 100+ originals of episodic content, in 2020. The combined company’s global multi-channel distribution across pay-TV via Showtime, digital via Netflix, Hulu, Amazon and Eros Now, the #1 Subscription Video on Demand (“SVOD”) platform for Indian content based on size of OTT library, reduces reliance on theatrical monetization. Eros Now’s strategic and distribution partnerships with Apple, NBCUniversal, Microsoft and YouTube, as well as STX Entertainment’s global output and distribution agreements covering 150+ territories, provides unique opportunities for rapid content proliferation.
· Well-established positions in the fastest growing and largest global markets: In India, the world’s fastest growing media market, the combined company will have a leading box office presence and one of the largest libraries of Indian language films. In China, the world’s second fastest growing media market, the combined company will have existing production and distribution capabilities plus relationships with the most popular “A-list” talent in this market. In the United States, the combined company will have the leading box office share among independent Hollywood studios, with a successful film library and a substantial film and episodic content pipeline.
· Strong capital structure and fully funded business plan enables long term stability and drives growth investment: Recapitalized balance sheet with $125 million of incremental new equity funding and meaningful extension of average debt maturities. The combined company will have a fully-funded business plan, a conservative capital structure, and superior liquidity position with $264 million of pro forma net debt, $195 million of pro forma cash balance and $120 million of revolver capacity as of December 31, 2019. In addition, the new company’s risk-mitigated production / distribution model requires limited company equity investment to produce content at scale, features low overhead and utilizes third-party funding to drive attractive margins and returns on investment.
· Substantial operating synergy opportunities: The combined company is expected to generate approximately $50 million in run-rate operating synergies within 24 months of closing, stemming from integration and scale benefits, optimization of global content distribution and enhanced monetization of the Eros Now platform.
· A newly constituted board of directors and senior leadership team: The initial Board of Directors of the combined company will include nine board members comprised of highly regarded media, private equity and public company executives with four Directors selected by Eros International (with one independent Director), four Directors selected by STX Entertainment (with one independent Director) and one independent Director selected jointly. Drawing talent from both companies, the combined entity will have a team of industry-leading creative, operational and financial experts, with deep knowledge of key global growth markets and U.S. public company governance experience. In addition to Lulla and Simonds, Andrew Warren, currently STX Entertainment’s Chief Financial Officer, will serve as CFO; Rishika Lulla Singh, currently Chairman of Eros Digital, and Noah Fogelson, currently STX Entertainment’s EVP of Corporate Strategy and General Counsel, will each serve as Co-Presidents; and Prem Parameswaran, currently Chief Financial Officer of Eros International, will serve as Head of Corporate Strategy. To ensure sustained market focus, Adam Fogelson will continue to serve as Chairman of STX Motion Pictures Group, while Pradeep Dwivedi will continue to serve as CEO-India.
