NBC Universal, Bain Capital and The Blackstone Group Sign Agreement to Acquire The Weather Channel Properties from Landmark Communications
NEW YORK, July 6 /PRNewswire/ -- NBC Universal, Bain Capital and The Blackstone Group today announced the signing of a definitive agreement to acquire The Weather Channel properties from Landmark Communications. The Weather Channel will be operated as a separate entity, based in Atlanta, with management services to be provided by NBC Universal. Financial terms of the transaction were not disclosed.
The transaction includes The Weather Channel Networks, the third-most-distributed cable network, seen in more than 97% of cable television homes in the U.S.; The Weather Channel Interactive, which includes weather.com, the nation's leading weather website, with nearly 40 million unique visitors per month, and a leading mobile business; and Weather Services International, a global leader in weather forecasting, with more than 5,500 clients worldwide. The transaction is expected to be completed by year-end, and is subject to receipt of customary regulatory approvals. NBC Universal, Bain Capital and The Blackstone Group announced on June 13, 2008, that they had entered into exclusive negotiations to purchase The Weather Channel properties.
Commenting on the planned acquisition, Jeff Zucker, President and CEO, NBC Universal, said: "This will further position NBC Universal as the leading provider of news, information and weather, both online and on television. Joining with The Weather Channel properties plays to our strengths in developing and programming cable networks, and in producing and distributing high-quality content across multiple platforms."
Ian Loring, a Managing Director at Bain Capital, said: "We are delighted to have the opportunity to join our partners in acquiring the premier franchise in weather information. The Weather Channel is a true pioneer and innovator in the space across a variety of delivery platforms. We are extremely excited about the growth potential of the business, and strongly believe the partnership among the team at The Weather Channel, the management at NBC Universal, and private equity firms with deep media industry experience will continue to develop this unique media asset."
Michael Chae, Senior Managing Director at The Blackstone Group, said: "This is a premier media asset with a unique position across all three screens -- television, PC, and mobile -- and exciting growth prospects in each of them. We are looking forward to working toward its continued success with the management of The Weather Channel, the team at our corporate partner NBC Universal and our colleagues at Bain Capital."
Landmark Chairman and CEO Frank Batten, Jr. commented: "When Landmark launched The Weather Channel more than 25 years ago, we could never have imagined that it would become the multi-platform leader which 120 million people use monthly. While we are extremely proud of how far we've come, I know that as part of the NBC Universal consortium, The Weather Channel and its employees will have increased opportunities for growth."
Landmark President and COO Decker Anstrom added: "The Weather Channel team has built an iconic cable network and brand, a top 15 website, the No. 1 mobile content provider, the world's leading B2B weather business and the No. 1 weather radar provider, generating consistently outstanding financial results and wide recognition as a model employer and leader in diversity. We deeply appreciate the terrific support that the cable industry has provided, both at our creation and throughout our development, and we look forward to a smooth transition with NBC Universal, which has a great track record in building and growing high-quality news and information businesses, and its partners."
Upon completion of the transaction, NBC Universal's news and information assets will include NBC News, MSNBC, CNBC, The Weather Channel, and their highly trafficked websites. With the addition of weather.com, NBC Universal and its affiliated websites have a total unduplicated reach of nearly 70 million visitors per month, ranking No. 7 against all U.S.-based Internet properties. In addition, NBC Universal will be the leading provider of news and information on the web, with sites including msnbc.com and cnbc.com.*
Deutsche Bank Securities Inc. acted as the lead financial advisor for the consortium with Allen & Co. and Credit Suisse also providing financial advice. Weil Gotshal & Manges and Ropes & Gray acted as legal advisors for the consortium.
Deutsche Bank Securities Inc., GE Commercial Finance, GSO Capital Partners and Sankaty Advisors, LLC will provide the debt financing for the transaction.
JPMorgan acted as Landmark's financial advisor. Landmark was represented by the Norfolk, VA firm of Willcox & Savage and the Atlanta firm of Kilpatrick Stockton. Venable and Skadden, Arps advised on tax and other specialty issues.
The Weather Channel Properties
The Weather Channel Networks are made up of television networks and products for radio, newspapers, digital cable services, and interactive television. The Weather Channel is received by more than 96 million U.S. households. Weatherscan, The Weather Channel's all-local, all-the-time service, is distributed primarily on digital cable. The Weather Channel HD is a service for subscribers with High Definition TV capability and includes programming content shot in native HD.
The Weather Channel Interactive includes weather.com, and products for broadband and wireless platforms. The No. 1 destination for weather information on the web, weather.com reaches nearly 40 million unique users each month, ranking it among the top 15 most popular websites. In addition, the company operates the No. 2 mobile business in the U.S., with more than 6 million unique visitors per month.
Weather Services International primarily provides business-to-business weather services, particularly for the media, aviation, marine and energy sectors, serving over 5,500 clients in 45 countries. For more than 25 years, WSI has focused on becoming the best in the world at predicting, detecting, and visualizing disruptive weather.
The Weather Channel also holds a minority interest in Pelmorex, a Canadian weather company.
NBC Universal
NBC Universal is one of the world's leading media and entertainment companies in the development, production, and marketing of entertainment, news, and information to a global audience. Formed in May 2004 through the combining of NBC and Vivendi Universal Entertainment, NBC Universal owns and operates a valuable portfolio of news and entertainment networks, a premier motion picture company, significant television production operations, a leading television stations group, and world-renowned theme parks. NBC Universal is 80% owned by General Electric and 20% owned by Vivendi.
Bain Capital
Bain Capital, LLC (http://www.baincapital.com/) is a global private investment firm that manages several pools of capital including private equity, high-yield assets, mezzanine capital and public equity with more than $75 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 300 companies around the world, including investments in a broad range of companies such as Warner Music Group, AMC Entertainment, Burger King, Toys "R" Us, Cumulus Media, Dunkin' Brands, DoubleClick, Ameritrade and ProSiebenSat1 Media. The firm has a team of over 300 professionals dedicated to investing in and supporting its portfolio companies. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Tokyo, Hong Kong and Shanghai.
The Blackstone Group
Blackstone is one of the world's leading investment and advisory firms. Blackstone seeks to create positive economic impact and long- term value for its investors, the companies it invests in, the companies it advises and the broader global economy. The Firm accomplishes this through the commitment of its extraordinary people and flexible capital. Blackstone's alternative asset management businesses include the management of corporate private equity funds, real estate funds, hedge funds, funds of funds, debt funds, collateralized loan obligation vehicles (CLOs) and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including mergers and acquisitions advisory, restructuring and reorganization advisory and fund placement service. Further information is available at http://www.blackstone.com/.
Landmark Communications
Based in Norfolk, VA, Landmark is a privately-held diversified media and business services concern with interests in cable programming, newspapers, broadcasting, specialty classified advertising products, interactive marketing, and information, broadband and data services.
Landmark's subsidiaries include The Weather Channel, weather.com, WSI Corporation (provides B2B weather services); CBS-TV affiliates NewsChannel5 Network in Nashville and KLAS-TV in Las Vegas; Q Interactive (a leading Internet-based direct marketing company); a number of franchise recruitment websites; and Continental Broadband. Landmark's newspapers include The (Norfolk) Virginian-Pilot, the Greensboro (NC) News & Record, The Roanoke (VA) Times, The Capital (Annapolis, MD), and Landmark Community Newspapers, which publishes more than 50 community newspapers. Landmark also owns Dominion Enterprises, a media and information services company serving employment, real estate, automotive, recreation and industrial markets.
* Source: comScore Media Metrix unduplicated audience report, May 2008
NBC Universal
CONTACT: For NBC Universal, Cory Shields, +1-212-664-6999, cell,
+1-917-576-0969, cory.shields@nbcuni.com, or Kathy Kelly-Brown,
+1-212-664-3457, cell, +1-917-836-9375, kathy.kelly-brown@nbcuni.com; or For
Bain Capital, Alex Stanton of Stanton Crenshaw Communications,
+1-212-780-0701, cell, +1-917-533-4532, alex@stantoncrenshaw.com; or For The
Blackstone Group, John Ford, +1-212-583-5559, ford@blackstone.com, or Heather
Lucania, +1-212-583-5452, lucania@blackstone.com; or For Landmark
Communications, Richard Barry, +1-757-446-2003, rbarry@lcimedia.com
Web site: http://www.nbcuni.com/
http://www.weather.com/
http://www.msnbc.com/
http://www.cnbc.com/
http://www.baincapital.com/
http://www.blackstone.com/
Microsoft Corporation (MSFT) and Internet Gold (IGLD) Have Agreed that Microsoft will Operate Its MSN Portal in Israel Independently from October 2008
PETAH TIKVA, Israel, July 6 /PRNewswire-FirstCall/ -- Microsoft Corporation and Internet Gold (through its 100% owned subsidiary Smile Media Ltd) have reached an agreement to have Microsoft independently operate a MSN Israel portal. Established during 2000, MSN Israel Ltd is 50.1% owned by the Internet Gold Group and 49.9% owned by Microsoft Corporation.
The parties are currently discussing the terms of migration and possible future cooperation. The msn.co.il portal will continue to operate throughout the transition period and both parties are working together to support employees, advertisers and users through this period.
MSN is a global portal network which operates in 44 countries. In almost all of these countries the MSN portal is fully owned by Microsoft Corp. and only in a very few instances has Microsoft joined forces with a domestic partner to establish a local MSN portal. In 2007, MSN Israel accounted for less than 3% of Internet Gold's total revenues.
Eli Holtzman, CEO of Internet Gold, said today "We have been happy to partner with Microsoft in establishing MSN Israel over the last eight years. Since then, we have developed MSN Israel into a leading portal in Israel. Given the change in the parties' online strategies we have agreed it makes sense for Microsoft to operate msn.co.il independently. We believe this is the right move for both parties and anticipate it will have a positive impact on our results."
"During the last few years, the Internet Gold Group has significantly expanded its activities in a variety of communications areas and, as a result, our MSN Israel operations currently represent a minor portion of the group's total revenues. Thus, we have decided recently to change course and seek alternatives for growth. We are continuing to actively examine new and financially significant areas of activity in and out of Israel, which have substantial growth potential and will drive our group to its next phase of business," concluded Mr. Holtzman.
Danny Yamin General Manager of Microsoft, Israel, said today, "Our relationship with Internet Gold has worked well to establish strong foundations for our online business but both parties now feel that the time has come to operate independently to allow us both to deepen our impact on the Israeli market.
"We are very excited about our future in Israel and see some fantastic opportunities for growth and development of both the MSN portal and the Windows Live services. It is MSN's goal worldwide to deliver the best of local and international content -- integrated with our Windows Live services -- providing ways for consumers to interact and engage with MSN and more importantly, with each other. We call this 'the social portal.' Content is a very important part of this strategy and we will continue to partner with local and global premium content providers to deliver this."
About Internet Gold
Internet Gold is one of Israel's leading communications groups with a major presence across all Internet-related sectors. Its 72.4% owned subsidiary, 012 Smile.Communications Ltd., is one of Israel's major Internet and international telephony service providers, and one of the largest providers of enterprise/IT integration services. Its 100% owned subsidiary, Smile.Media Ltd., manages a growing portfolio of Internet portals and e-Commerce sites.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments in the industries it is engaged, the failure to manage growth and other risks detailed from time to time in Internet Gold's filings with the Securities Exchange Commission, including Internet Gold's Annual Report on Form 20-F. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward- looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.
For further information, please contact:
Mor Dagan - Investor Relations
mor@km-ir.co.il / Tel: +972-3-516-7620
Ms. Idit Azulay, Internet Gold
idita@co.smile.net.il / Tel: +972-72- 200-3848
Internet Gold
CONTACT: Mor Dagan, Investor Relations, +972-3-516-7620,
mor@km-ir.co.il, or Ms. Idit Azulay, Internet Gold, +972-72-200-3848,
idita@co.smile.net.il
