April 25, 2024

Hulu Owners Call Off Sale, Instead Pledging to Invest to Take On Rivals

The three companies that mutually own Hulu — 21st Century Fox, the Walt Disney Company and NBCUniversal — said Friday that instead of selling the pioneering streaming video Web site, they would make a new investment of $750 million and use Hulu’s technology to compete against other online distributors like Netflix. The announcement represented an anticlimactic end to months of sale speculation and disappointed bidders like DirecTV, that were prepared to pay about $1 billion for the site.

The Web site’s owners concluded, according to a person with close ties to the negotiation process, that the “equity value in the long run outstrips the sale value.”

“The future of Hulu is bright, and if the future of Hulu is bright, then we should hold onto it,” Robert A. Iger, the chief executive of Disney, told reporters at the Allen Company media and technology conference in Sun Valley, Idaho. Mr. Iger said that the decision had nothing to do with the bids for the video service, calling them “good, solid offers.”

Speculation about the fate of Hulu has hung over the conference, an annual gathering of top media and technology companies normally known for the deals that emerge from lunches and quiet meetings held at the mountain resort. Mr. Iger had been seen huddling with Chase Carey, the president of 21st Century Fox, during the conference.

Mr. Carey checked out of the resort shortly before the Hulu decision was made public. But the company’s chief executive, Rupert Murdoch, was still there, and he told reporters afterward that he was “very pleased.”

The decision to stick together was made, he said, after getting Hulu’s operators — meaning Fox and Disney — on “the same page.” Seemingly casting some blame in Disney’s direction, Mr. Murdoch added, “I was always on that page.”

The companies have clashed repeatedly over Hulu for years; meanwhile, the third owner, NBCUniversal, has been a silent partner since being acquired by Comcast in early 2011. (At that time the government barred Comcast from being involved in Hulu’s business affairs, for fear that it would try to impose restrictions on Hulu to protect its core cable business.)

Hulu’s board explored a sale once before, after receiving an unsolicited bid in mid-2011, but decided to call off that sale a few months later.

For 21st Century Fox and Disney, holding onto Hulu keeps them intimately involved in the future of streaming video, a field dominated by Netflix and Amazon. The companies had little to say on Friday about how their decision to keep the site will affect the site’s tens of millions of monthly users. Currently, Hulu has a free Web site, with streams of TV episodes supported by advertisements, and a subscriber-only part of the site, called Hulu Plus, with a greater number of episodes.

While the free site is not going anywhere anytime soon, the companies might further emphasize Hulu Plus, according to people at the companies who spoke on the condition of anonymity while discussing confidential conversations. Its owners have visibly started moving down that path by placing limits on the number of shows that are streamed free the day after they are shown on television.

What the companies are almost certain to do, these employees said, is seek to turn Hulu into an industrywide “TV Everywhere” service. “TV Everywhere,” the concept that cable and satellite subscribers should be able to stream shows and channels whenever and wherever they want, has been talked about for years as a way to retain subscribers — and counter the threat from Netflix — but programmers like Fox, and distributors like DirecTV, have struggled to make it a reality.

The owners believe Hulu could help by becoming a hub for “TV Everywhere,” perhaps by adopting a login system that verifies cable and satellite subscribers’ identities and then serves up programming for them. This would be bad news for households that use the site to avoid paying for cable, but potentially good news for the people who do pay, because it would provide broader on-demand access to the hundreds of television shows that are hard to find online now.

Hulu will also continue to increase the number of original shows that it commissions, in a strategy similar to that of Netflix, which has gained attention for expensive shows like “House of Cards.” Skepticism abounded on Friday about how competitive Hulu can really be, given Netflix and Amazon’s deep pockets. But much of the $750 million infusion of cash announced by Hulu’s owners on Friday will be spent on program acquisition and program development, according to people at the companies. The money will also be spent on marketing and technology.

Some participants at the Allen Company conference this week questioned whether Disney and Fox ever truly intended to sell Hulu, and instead used the sales process to establish a value for the video service.

DirecTV, believed by some to have been the front-runner in the bidding this summer, declined to comment on the owners’ decision not to sell. So did Time Warner Cable, which had proposed that it become a minority owner of the site alongside the other owners. Bloomberg reported late Friday that the cable company remained in talks with the owners about acquiring a stake, and said that a deal could be reached by the end of July.

Michael J. de la Merced contributed reporting.

Article source: http://www.nytimes.com/2013/07/13/business/media/owners-of-hulu-call-off-sale-and-plan-to-invest-750-million.html?partner=rss&emc=rss

Facebook Is Said to Be in Talks to Buy Waze

If the sale is concluded, it would give Facebook the ability to better deliver locally tailored ads and content to its 1.1 billion users.

The potential purchase price, which some news reports have said could run as high as $1 billion, would rival what Facebook paid last year to buy Instagram, a fast-growing mobile photo-sharing service.

Waze, which is based in Israel, has been talking to potential suitors for months, and the discussions are fluid. A deal may not be reached or other bidders could emerge.

A Facebook spokesman said the company did not comment on speculation. A Waze spokesman could not be reached for comment on Thursday evening.

The Israeli publication Calcalist first reported the news of the talks.

Maps have become a crucial battleground for big technology companies, including Google, Apple and Microsoft, as consumers rely more heavily on their cellphones and companies strive to deliver more location-based advertising and services.

Waze, which has more than 40 million users globally, is unusual in that it relies primarily on GPS data and real-time information from its users, who contribute updates on traffic, routes and even where to buy cheap gasoline.

Users of the service also typically share their locations continually as they drive — a potential gold mine of data that would be useful for Facebook as it seeks to serve up targeted ads.

“These people are giving permission for the cloud to track where they are,” said Brian Blau, a research director at Gartner, a technology research firm. “This is a particularly difficult problem for social networks in general. Very few people want to be tracked.”

Facebook currently uses maps from Microsoft’s Bing, but it also has a relationship with Waze. Facebook users can log into Waze using their Facebook accounts and share their location data with their Facebook friends.

Other technology companies, particularly Apple and Google, have also been watching Waze closely and may be interested in a potential acquisition of the start-up to improve their own mobile mapping services.

Facebook has been trying a variety of strategies to increase the amount of time that its users spend on its site, particularly on mobile phones. Last month, it introduced a new interface for Android smartphones called Facebook Home, and on Thursday the company said that about one million users had downloaded the software.

Facebook and other social media companies are just beginning to wrestle with the challenges of effectively delivering local advertising to their customers.

While Facebook might not be able to use Waze’s data immediately for that purpose, Mr. Blau said “this is more for the future. They are going to want to deliver contextual advertising.”

Waze has raised several rounds of financing from venture capital firms, including Kleiner Perkins Caufield Byers, BlueRun Ventures, Magma Venture Partners and Vertex Venture Capital.

Claire Cain Miller contributed reporting.

Article source: http://www.nytimes.com/2013/05/10/technology/facebook-is-said-to-be-in-talks-to-buy-waze.html?partner=rss&emc=rss

DealBook: Dell Reaches a Deal With Icahn

Carl C. Icahn, the activist investor.Chip East/ReutersCarl C. Icahn

A special committee of Dell’s board has reached an agreement with Carl C. Icahn that limits his ownership stake in the company while allowing him to contact other shareholders about a possible bid for the computer maker.

Under the deal announced on Tuesday, Mr. Icahn has agreed not to acquire more than 10 percent of Dell’s shares or enter into agreements with shareholders who collectively own more than 15 percent of the shares. In return, the company has given him a limited waiver under Delaware corporate law that enables him to engage with other Dell shareholders.

“The special committee believes that granting the limited waiver to Mr. Icahn while capping his share ownership will maximize the chances of eliciting a superior proposal from Mr. Icahn while at the same time protecting shareholders against potential accumulation of an unduly influential voting interest,” the Dell committee said in a statement.

Mr. Icahn and the private equity firm Blackstone Group were the two preliminary bidders to emerge last month from the special committee’s process of soliciting potential alternatives to the proposed $13.65-a-share offer from the company’s founder, Michael S. Dell, and the private equity firm Silver Lake.

Blackstone and Mr. Icahn have been inspecting Dell’s books before deciding whether to make final competing bids to the $24.4 billion buyout.

Mr. Icahn has previously outlined an offer of $15 a share for about 58 percent of the company. Under that plan, he would have a 24.1 percent stake in Dell.

Blackstone, which is working with the investment firms Francisco Partners and Insight Venture Partners, has proposed offering more than $14.25 a share for control of Dell, but not for the whole company.

Article source: http://dealbook.nytimes.com/2013/04/16/dell-strikes-deal-with-icahn/?partner=rss&emc=rss

DealBook: Limited Choices for Yahoo, Each One With Its Own Risks

Harry Campbell

Yahoo shareholders should brace themselves again for disappointment. While the board is seeking a deal for the company, Yahoo faces limited options — all with significant downsides and risks.

The cleanest transaction would be for the Yahoo board to sell the company outright in an auction. This, in theory, would give downtrodden shareholders a premium return — one that they have been hungering for since the board turned down Microsoft’s offer to buy the company at $31 a share in 2008. A full sale would also relieve the Yahoo board of the headache-inducing task of rebuilding the Yahoo business and hiring a new chief executive.

Unfortunately, the Yahoo board has apparently refused to solicit bids for a sale. The company hasn’t said why, but the most likely reason is that with the state the business is in, it is unlikely to get a price as high as Microsoft offered four years ago. (Yahoo shares closed Tuesday at $15.84) The Yahoo board simply does not want to face up to the fact that it was a mistake to spurn Microsoft’s offer.

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There are other reasons. Yahoo’s prize assets are a 43 percent interest in Alibaba, the Chinese Internet company, and a 35 percent interest in Yahoo Japan. A sale of Yahoo may prompt a change of control in Yahoo’s agreement with Alibaba’s shareholders, giving them a right to repurchase Yahoo’s stake in this Chinese asset, something they are salivating to do. So, a buyer of Yahoo may not reap the value of Alibaba, further diminishing what Yahoo could get in a full sale.

And frankly, there are not a lot of potential bidders for the entire company. An acquisition would cost more than $20 billion and represent a big turnaround project for any suitor. Yahoo’s outsourcing of its search engine functions to Microsoft also makes it hard for anyone other than Microsoft to take full advantage of Yahoo’s technology.

In the absence of a full sale, Yahoo has been soliciting proposals for a minority investment.

Two competing consortiums have submitted bids to make a minority investment in Yahoo, according to people briefed on the matter. Microsoft, Silver Lake and Andreessen Horowitz have submitted one bid, while TPG Capital has submitted the other. TPG is seeking to bring in Greylock Partners, a venture capital firm whose partners include a LinkedIn co-founder, Reid Hoffman.

The Microsoft/Silver Lake plan would have Yahoo sell its holdings in Alibaba and Yahoo Japan and pay out shareholders, as well as alter the board and appoint a new chief executive. The TPG plan contemplates something similar.

The problem with these plans is that they both would involve Yahoo’s borrowing billions to give shareholders something. The shareholder payout would most likely take the form of a share repurchase that would give the investing group about a 40 percent interest in Yahoo. Together with Yahoo’s co-founders, Jerry Yang and David Filo, the investing group would effectively control Yahoo. Some Yahoo shareholders — in particular, Daniel S. Loeb of Third Point, which owns about 5 percent of Yahoo — are likely to react strongly to this transaction. They would complain that control of Yahoo was being sold without a shareholder vote.

Yet what these plans offer is a way for Yahoo to acquire a management team. That is why the Microsoft/Silver Lake bid — with Marc Andreessen, the Internet wunderkind, on their side — is said to be favored by the Yahoo board and why TPG is trying to work with Mr. Hoffman.

The problem is that this is a high price to pay for a management team. Silver Lake and its partners would be looking to effect a turnaround of Yahoo’s core business akin to what Silver Lake did with Skype. But Yahoo’s public shareholders would be deprived of a significant part of any upside.

Simply selling Yahoo’s Asian assets is also not going to be cost-effective for Yahoo. That is because the other shareholders in Alibaba may have rights of first refusal that they will undoubtedly exercise if they can. No other suitor will bid because of this, meaning that the two Asian companies are in the driver’s seat for buying Alibaba at a low value.

This leads to the last option: Yahoo can remain wholly independent. The board would have to dig in and try to turn around the company and recruit a chief executive who can lead a Yahoo renaissance. Yet, the Yahoo board has had little luck with its last four chief executives and has been prone to making poor choices, the prime example being the rejection of the Microsoft offer.

The one wild card in all of this is Jack Ma, who wants to control the 43 percent of Alibaba held by Yahoo.

Mr. Ma’s problem is that the United States government would almost certainly act under the national security laws to block Alibaba’s takeover of Yahoo. Federal authorities have been applying these laws aggressively to block Chinese acquisitions, including the proposed acquisition of 3Com by the Chinese telecommunication manufacturer Huawei. Even if an election year were not approaching, a Chinese acquisition of one of America’s premier Internet properties is almost certainly a nonstarter.

Mr. Ma recognizes this. He doesn’t want Yahoo’s American operations, and he is said to be talking to the Blackstone Group, Bain Capital and other private equity firms about teaming up to buy the American operations, leaving Mr. Ma with all of Alibaba. Softbank might join this group to purchase the 35 percent of Yahoo Japan owned by Yahoo.

No matter what Yahoo does, Mr. Ma may decide to push for a full sale of Yahoo to his consortium or a third party. He doesn’t care who wins the bidding, because he would argue that a full sale would activate his right to repurchase Yahoo’s Alibaba stake.

Mr. Ma has reason to fear a minority investment in Yahoo, because it would take away the leverage he would have if he made a full bid. So, expect Mr. Ma to make a lot of noise if Yahoo goes the minority investment route.

All of this means that Yahoo is faced with a series of bad choices, with the board focusing on staying independent or taking a minority investment. The bravest and perhaps riskiest of the two is independence.

In either case, determining the fate of Yahoo is likely to be a messy business for some time.

It’s Time to Grade This Year’s Deals

The year is nearing its end, and it is once again time to reflect on the deal-making successes and failures of 2011. As in prior years, I’ll be doing my part here at Dealbook by awarding year-end grades. The A’s will go to deal makers who performed superbly and deals that succeeded spectacularly. The F’s will go to the year’s deal-making failures.

If you know of a deal that fits either category and would like to nominate it for consideration, please send an e-mail by Dec. 15 to dealprof@nytimes.com. Self-promotion is welcome, as are reasons why you think a deal or deal maker qualifies.

I’ll be posting the grades shortly thereafter.


Steven M. Davidoff, writing as The Deal Professor, is a commentator for DealBook on the world of mergers and acquisitions.

Article source: http://feeds.nytimes.com/click.phdo?i=146afb02645cb7104d12eb58390e69ec

Friendly’s Files for Bankruptcy Protection

The parent of the Friendly’s restaurant chain is filing for Chapter 11 bankruptcy protection and has already closed 63 of its stores, the company said Wednesday.

The 76-year-old company, known for its ice cream and hamburgers, said the economic downturn coupled with higher costs and high rents drove it to file for bankruptcy protection.

Friendly Ice Cream Corp., based in Wilbraham, Mass., said it has secured $70 million in financing and that its 424 remaining restaurants will stay open as it reorganizes under bankruptcy protection. Gift cards will continue to be honored.

It said the store closings and its reorganization efforts will better position it for the future.

Its current owners, Sun Capital Partners, will be the lead or “stalking horse” bidders in an auction process.

Article source: http://feeds.nytimes.com/click.phdo?i=05eec91d1ea1f9badf990f01d3771a6b

Ads and Fees Lift Viacom to a 37% Increase in Profit

The company’s net earnings of $574 million, or 97 cents a share, were up from $420 million, or 69 cents a share, in the same quarter last year. The company reported revenues of $3.77 billion, up from $3.27 billion.

Like the other major media companies that reported second-quarter earnings that exceeded expectations this week, Viacom credited a sturdy television advertising market, solid revenues from subscriber fees and emerging revenues from digital distributors like Netflix.

“We have always thrived on competition in the distribution arena, and there’s now more competition than there has ever been, and it’s growing,” said Philippe Dauman, the chief executive of Viacom. He added that there was increasing competition for digital distribution in international markets as well as in the United States.

Media companies like Viacom are increasingly accepting online distributors like Netflix, Amazon and Hulu as new bidders for their content — especially for the old content in their libraries that does not compete directly with what is currently on their television channels. Viacom already has licensing deals with Netflix and Hulu, and Mr. Dauman said Friday that discussions were under way with other potential licensees.

“As a result of these new deals, we have set a new higher base for our affiliate revenues this year and we expect to continue to increase those revenues from this higher base at a high single- to low double-digit annual rate every year for the foreseeable future,” Mr. Dauman said on a conference call with analysts.

In the quarter, Viacom’s cable networks had revenues of $2.39 billion, up 16 percent versus the same quarter last year, in large part because of the strength in advertising.

Mr. Dauman singled out several scripted television series for praise, like TV Land’s “Happily Divorced” and VH1’s “Single Ladies,” and he noted that the ratings at MTV had increased year-over-year even though new episodes of “Jersey Shore,” the channel’s biggest show, were not televised in the United States in the quarter. (Both this year and last year, the series skipped the spring quarter.)

Profit growth was up sharply in the cable division, but down in the Paramount filmed entertainment division, largely because of the “timing and mix of theatrical releases,” the company said in its earnings statement. Still, revenues for filmed entertainment were up 13 percent, to $1.4 billion.

Looking ahead, Mr. Dauman acknowledged that Viacom was preparing for an end to its film distribution deal with DreamWorks Animation, which started in 2006 and is expected to end in 2012. Last month, Viacom said it would start its own animation division. “We are proceeding on the operating assumption that we will not be extending the DreamWorks Animation deal beyond next year,” Mr. Dauman said Friday.

Asked about perceived friction with the DreamWorks chief executive Jeffrey Katzenberg, Mr. Dauman dismissed it: “The relationship is very good,” he said, “and the only issue is what DreamWorks Animation wants to do strategically as this deal expires, and how that fits in with our own strategic objectives.”

Article source: http://feeds.nytimes.com/click.phdo?i=20c319efc6e3ed8c6d680aea83e18841