Shearman & Sterling is advising Viacom Inc. (Viacom) on the proposed acquisition by Metro-Goldwyn-Mayer (MGM) of the 80.91% aggregate membership interests in EPIX held by Viacom, Paramount and Lionsgate for approximately $1.032 billion, based on a total value of the company of $1.275 billion. Viacom and Lionsgate own 49.76% and 31.15% equity interests, respectively.
Viacom is home to premier global media brands that create compelling television programs, motion pictures, short-form content, apps, games, consumer products, social media experiences and other entertainment content for audiences in more than 180 countries. Its media networks, including Nickelodeon, Comedy Central, MTV, VH1, Spike, BET, CMT, TV Land, Nick at Nite, Nick Jr., Logo, Nicktoons, TeenNick, Channel 5 (UK), Telefe (Argentina) and Paramount Channel, reach over 3.9 billion cumulative television subscribers worldwide. Paramount Pictures is a major global producer and distributor of filmed entertainment.
The deal will give MGM control over EPIX's four linear pay television channels (EPIX, EPIX2, EPIX Hits, EPIX Drive-In), which are available across the United States via cable, satellite and telco distributors. EPIX is also available through a range of digital distributors. As part of the transaction, Paramount Pictures and Lionsgate will continue to provide their first-run theatrical releases to EPIX under multi-year agreements.
The deal is subject to regulatory approval and is anticipated to close in April 2017.
The Shearman & Sterling team included partners Creighton Condon, Daniel Litowitz (both New York-Mergers & Acquisitions) and Michael Shulman (Washington, DC-Tax); of counsel Dale Collins (Washington, DC-Antitrust); counsel Nathan Tasso (Washington, DC-Tax); and associates Lara Aryani (New York-Mergers & Acquisitions) and Timothy Haney (New York-Antitrust).