In the seemingly endless volley between suitors for The Outdoor Channel, Kroenke Sports & Entertainment appears to have the latest advantage, lobbing in a bid for $10.25 per share and besting an earlier $9.75 per share offer by InterMedia Partners.
In a statement, Outdoor Holdings said its board of directors has accepted the Kroenke offer, which comes with a set of additional conditions. KSE has raised the break-up fee in its latest proposal to $7.5 million from the previous $1 million. In addition, Outdoor Channel cannot terminate the latest Kroenke deal for a superior deal, but instead must bring any new offers before shareholders for a vote. That last condition appears to be an effort by Kroenke to puit an end to the back and forth offers for the channel of the past few weeks.
This is the sixth bid for the Outdoor Channel since November, when the hunting and fishing network agreed to an $8 per share cash and stock deal with InterMedia, parent of the Sportsman Channel. That deal was trumped by an unsolicited all-cash offer by Kroenke for $8.75 per share in March. When that deal appeared headed for the altar, InterMedia lobbed in a competing all-cash bid for $9.15 per share on April 30, which started a near daily volley of offers between the parties – Kroenke made a $9.35 per share offer on May 2, followed by InterMedia’s $9.75 offer on May 3.
Outdoor Channel said in a statement that it has unanimously approved the latest merger agreement and recommends that its shareholders vote in favor of the Kroenke deal at a special meeting which the board anticipates will be held next week.
Outdoor Channel founders Thomas and Perry Massie have agreed to vote their 41% interest in the channel in favor of the KSE merger even if Outdoor’s board of directors changes its recommendation.
Lazard is serving as exclusive financial advisor to Outdoor Channel in connection with the transaction. Wilson Sonsini Goodrich & Rosati, P.C.is legal advisor to Outdoor Channel in connection with the transaction.