Juniper Partners Acquisition signed a definitive agreement and plan of merger to acquire Firestone Communications.
Firestone will become a wholly owned subsidiary of Juniper, which will change its name to Juniper Content and seek a NASDAQ listing after the transaction closes.
Firestone founded and operates Hispanic children's television network and digital community Sorpresa!, which has affiliation agreements with major MSOs including Time Warner Cable, Cox Communications, Comcast, Cablevision Systems, Charter Communications and the National Cable Television Cooperative.
Sorpresa! currently has more than 600,000 subscribers in 21 of the top 25 Hispanic television markets, and the service reaches 7.5 million Hispanic households through its relationship with Azteca America.
Under terms of the pact, Firestone stockholders will receive 2.8 million shares of Juniper stock, subject to a 300,000-share reduction for a working-capital adjustment at closing, along with 250,000 warrants to purchase Juniper stock on the same terms and conditions as Juniper's class-W and class-Z warrants currently outstanding, in equal proportions, exercisable at $5 per share.
The agreement “brings us Sorpresa!, a nationally recognized Hispanic children's television network, and a talented management team experienced in broadcasting and cable, Spanish-language programming and creative services, together with its state-of-the-art equipment and facility,” Juniper CEO Stuart B. Rekant said in a prepared statement.
“Sorpresa!'s affiliation agreements with all of the major cable operators enable it to benefit from the accelerating rollout of digital cable,” he added. “The growing importance of Hispanic digital tiers in attracting subscribers to their new, enhanced services should enable Sorpresa! to substantially increase its current subscriber base.”