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Corporate Housekeeping: Closings, Hiring’s and other Short Takes

corporate imageOver the course of a week there are always a few news items that don’t warrant front page attention but still merit a mention; things like new hires or deals that finally closed after being widely reported when first announced.  This week with Electronic Arts hiring a COO,the New York Times proxy settlement and deal closings from Clear Channel and Amazon, there have been a handful that fell into that category. Here’s the roundup in one dose:

Electronic Arts announced John Pleasants was hired to lead EA’s “Global Publishing Organization, Corporate Communications and Government Affairs” as well as their “Online, Central Development and Technology” teams.  His official title will be COO.  Prior to EA, Pleasants was President and CEO of Revolution Health Group.  He was also President and CEO of Ticketmaster.

Salary for the role will be $600k a year with a bonus of up 75% of salary, $200k guaranteed.  He’ll also receive a onetime bonus of $500k and a relocation expense reimbursement of approximate $513k.

In equity, according to Form 4 securities holdings documents filed with the SEC, he’s receiving an option grant for 500,000 shares at a strike price of $45.86.  These will vest 24% after one year, and than 2% per month for the remaining 38 months.  In addition to the option grant, Pleasants’ equity package will also include restricted stock units equal to 75,000 shares.  These will vest at a rate of 25% a year over four years.

A copy of his offer letter, and EA’s press release, are on file with the SEC and can be seen here.

After not quite two months of infighting, Monday, the New York Times Company announced they’d reached an agreement with dissident shareholders to end a proxy fight that was seeking to nominate a new slate of board directors.   Under the terms of the agreement, the company will expand their board from thirteen seats to fifteen.   In return, Harbinger Capital Partners and Firebrand Partners will withdraw their effort to elect four new candidates. 

The two new seats will be filled by their nominees: Scott Galloway and James Kohlberg.  They will also be insured at least one representative on both the Board’s Nominating & Governance Committee and the Compensation Committee. Should either be unable to fulfill their duties, the two additional candidates withdrawn from the activist’s slate will be able to act as alternates.

Harbinger will also be reimbursed for up to $250k of out of pocket expenses associated with the fight.  (Sec Filing here).

In their effort to gain sufficient shares to force board changes, the activist shareholders incrementally accumulated approximately 19% of the company’s stock.

After back and forth battling with UK censors over the violent nature of their Manhunt 2 game title, Take Two’s Rockstar Games label confirmed that the British Board of Film Classification (BBFC) lifted their ban on the title and will allow an edited version of the title to be sold to audiences over 18 in the U.K.  The U.K. release date for the gory title is expected soon. (The news should have no impact on the EA’s looming hostile takeover bid for Take Two).

In April 2007, radio station giant Clear Channel Communications agreed to sell 56 TV stations to private equity firm Providence Equity Partners.   The deal subsequently fell apart, was restructured and ended up in litigation. It’s now been completed and the legal proceedings terminated.   Newport, a merger shell set up for the transaction by Providence, completed the purchase for $1.012 billion, a $212.5 million or 17% reduction to the original purchase price. Providence’s total equity commitment was approximately $260 million, a $102 million or 28% reduction from the terms of the original agreement, with total leverage reduced by $110 million or 12%. 

Wachovia, Goldman Sachs Group Inc. and UBS AG are providing the debt financing for the deal.

The expectation is that the closing will move Clear Channel Communications, Inc.  another step toward closing its own $19.5 privatization transaction (which is being led by Bain Capital and T.H. Lee Partners).  Some are speculating that deal could come now come within weeks.

In January, Amazon began a tender offer to buy audible book publisher Audible.  That offer closed on Friday, March 14.    As of that time, approximately 86.9% of had been tendered into the offer at the $11.50 a share offer price.  Combined with prior Amazon holdings, 89.4% of the company’s outstanding shares were pledged for the deal. 


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