Thursday, September 12, 2019

The Acquisition of Vestron by Live Entertainment

An article titled Vestron selling films to Live Entertainment, written by The New York Times, was published by The Pantagraph newspaper on August 10, 1990.

The article's text:
Vestron Inc., which rose to prominence with the 1987 hit Dirty Dancing and then suffered a series of box-office flops, has announced that it is selling its extensive film library to Live Entertainment Inc.

The offer for Stamford-Connecticut-based Vestron calls for Live to acquire all operating assets and liabilities in exchange for an undisclosed package of Live securities, according to Stephen L. Einhorn, Vestron chief financial officer.

The deal requires approval by Vestron's major bondholders. The company has about $115 million in subordinated debt outstanding.

In February [1990], when preliminary talks were under way, Einhorn estimated the value of the deal at $63 million. He did not specify a price, though he said it was worth "considerably less than $63 million."

Vestron's assets are 24 unreleased feature films, including Cat Chaseer, Love Hurts and Class of 1991, about 50 unreleased non-theatrical titles and a library of about 1,500 titles, including Dirty Dancing, Prizzi's Honor, Hoosiers and Platoon.

"The deal simply increases the number of titles Live can pump through its distribution pipeline," said Keith Benjamin, an analyst with Siberberg Rosenthal and Co. in New York. "Vestron's films are high-quality "B" titles and low-quality "A" titles. There aren't many libraries like that on the planet."

Separately, Vestron said that it had sold its wholly owned Vestron Pictures Japan Inc. film distribution subsidiary to ASCII Corp. for the equivalent of $1.3 billion yen (about $8.6 million).

"We have been selling off our foreign divisions on a territory basis for about a year," said Jon Peisinger, president of Vestron Video. "Japan was our last foreign operation to be sold."

Vestron also announced that it sold its last large block of its 81-store retail video chain. Super Club Retail Entertainment bought 15 stores in New Jersey for a price believed to be between $3 million and $3.6 million.

Founded in 1982, Vestron's first independent film production was Michael Jackson's "Thriller" video. Vestron went public in 1985 and scored its biggest hit in 1987 with Dirty Dancing.
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An article titled Vestron Inc. agrees to be bought by distributor, written by by Linda Matys O'Connell, was published by the Harford Courant newspaper on November 1, 1990.

The article's text:
Moving a step closer to a deal that has been in the works since early this year [1990], hard-pressed Vestron Inc. announced Wednesday that it has entered into a formal acquisition agreement with Live Entertainment Inc.

The agreement calls for the Los Angeles-based video distributor to acquire substantially all of Stamford-Connecticut-based Vestron's operating liabilities and assets, including its home-video library, in exchange for a package of Live Entertainment preferred stock.

The agreement comes about one month after Vestron, a video and movie company, disclosed that three of the largest holders of its $115 million subordinated debt had agreed to the proposed plan.

"Closing of this transaction will provide Live Entertainment with distribution rights to Vestron's video library of approximately 1,200 titles, which will further strengthen Live's position as the leading independent supplier of home videos," said Wayne H. Patterson, Live Entertainment's chairman and chief executive officer.

Vestron's agreement with its California suitor requires that Vestron file what both companies called a "consensual," pre-negotiated Chapter 11 bankruptcy filing and have a reorganization plan confirmed by the courts before the acquisition can be completed.

Live Entertainment said in a statement that it expects Vestron to file a bankruptcy petition this week.

Vestron officials could not be reached for comment Wednesday.

Entertainment industry analysts say that the Vestron video library is the only thing the beleaguered company had to sell. The company quit making movies in June of last year [1989]. Dirty Dancing was its only big hit.

Under the terms of agreement, Vestron's debenture holders will receive Live Entertainment convertible preferred stock with a liquidation value of $21 million, plus a $5.2 million cash dividend due from Vestron.
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An article titled Live Entertainment to Close Vestron Buyout was published by The Los Angeles Times on July 16, 1991.

The article's text:
Live Entertainment Inc., a Van Nuys home-video concern, said it expects to close its delayed acquisition of Vestron Inc. on Wednesday. Live said the deal to acquire Vestron, a Stamford, Connecticut, video distributor and film production company, was delayed to raise additional financing.

Vestron filed for bankruptcy-court protection last November [1990]. In a reorganization plan that was approved by the court early this year, Live agreed to purchase the rights to Vestron's 1,200-video library for $27.25 million in cash and preferred shares.

In addition, Live was to put up about $20 million in cash at the closing of the transaction, which Live said would be offset by Vestron's pending sale of foreign video rights from its catalogue. But Live said the sale of the rights was taking longer than expected, and Live had to come up with $30 million in cash -- instead of $20 million -- to cover the foreign video sale and complete the acquisition.
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I found the articles on Newspapers.com

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