BAKER & MCKENZIE and Gilbert + Tobin advised on the $250 million sale of SP Telemedia’s media assets, including NBN Television, to PBL Media earlier this month.
Baker & McKenzie partners Steven Glanz and Hal Lloyd acted for SP Telemedia (SPT) — which trades under the name Soul — as well as senior associate Julie Hutton and associate Kimberley Christiansen.
Along with NBN Television, SPT sold their outside broadcasting and production operations in Newcastle. The company retains its telecommunications and part of the TV transmission business.
WIN Television’s initial bid was countered by PBL Media. Lloyd said this led to SPT instigating an “auction” and opening up to other bidders, but only WIN and PBL showed interest.
He said the deal had to be completed in less than 10 days, with final bids due on 30 April. Agreements were signed with PBL on 1 May.
“The vendor was in a strong commercial position, with two bidders that both wanted to buy the business. This enabled SP Telemedia to achieve a great commercial outcome in a short period of time,” said Lloyd.
Bakers’ work for the deal included advising on the structure of the arrangement and public company disclosure requirements following the bid from WIN.
They also prepared the share sale agreement with PBL Media and its lawyers, as well as the documents required to seal the shared services agreement, which allow the two businesses to operate on the same site and use each other’s facilities.
“The businesses are quite operationally integrated. They share premises in Newcastle. Some of the SP Telemedia employees do work for NBN and some NBN employees do work for SP Telemedia and so there had to be some shared services agreements. The businesses are now separately owned, even though they sit next to each other,” said Lloyd.
SPT is now concentrating on its telecommunications businesses, including mobile and fixed telephony and broadband services, a network they acquired from Comindico.
SPT said they had yet to decide on the specific allocation of the proceeds of the sale, but part would be used to retire debt and the company would assess further opportunities to make investments and acquisitions in the telecommunications and multimedia sectors.