Hollywood Media Corp., a publicly traded entity, has agreed to sell its Broadway Ticketing Division to the privately owned Key Brand Entertainment, Inc.
The sale, which is subject to approval by Hollywood Media shareholders, has the potential to reach $45 million if “all contingent amounts are paid.”
The multi-layered transaction will consist of $20 million in cash, along with a five-year second lien secured promissory note from Key Brand in the initial principal amount of $8.5 million at an interest rate of 12% per annum; a warrant for Hollywood Media to purchase 5% of the common stock of Theatre Direct (a wholly owned subsidiary of Hollywood media) at an exercise price of $0.01 per share; an earnout of up to $14 million contingent upon reaching certain revenue targets, and the assumption of $1.6 million in certain seller liabilities. The sale is expected to be finalized by June 2010.
Commenting on the deal, Mitchell Rubenstein, CEO of Hollywood Media, stated “After an extremely thorough process, we are pleased to announce a transaction with a strategic buyer that unites our Broadway Ticketing operations and its employees with a highly regarded leader in the theater community.”
The Broadway Ticketing Division consists of Broadway.com, Theater Direct International and the U.K. based theatre.com. Via the Broadway.com website, the Division offers ticket sales and information for shows on Broadway, off-Broadway and the West End, as well as reviews, celebrity interviews and theatre columns, casting and venue information.
Other divisions of Hollywood Media include CinemasOnline, a group of companies based in the U.K., which maintains websites for cinemas and live theatres there; Tekno Books, specializing in developing book projects; and the online service Movetickets.com.
Key Brand Entertainment is a leading developer, producer, and distributor of live theatre in North America, through its Broadway Across America division, the largest Broadway touring organization in the United States, currently operating in 42 markets across the US and Canada.
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