Shapiro, Equity Partners To Buy TV Guide Net in $255M Deal

Veteran TV producer Allen Shapiro and One Equity Partners are buying TV Guide Network for $255 million “in consideration,” plus up to an additional $45 million, officials said Thursday.

The transaction, expected to close no later than April 1 next year, includes the TV Guide Online ( business, certain indemnifications and is subject to customary closing conditions.

TV Guide Network is being sold by Macrovision Solutions Corp. for about $255 million “in consideration, subject to a working capital adjustment at closing, plus up to an additional $45 million payable through earn-out provisions through 2012,” the company said in a press release, without explaining the details of the deal.

TV Guide Network is available in 83 million homes. TV is one of the fastest-growing online entertainment destinations with over 15 million monthly unique visitors.

“I believe the TV Guide Network and are unique properties in the media landscape,” Shapiro said in a prepared statement. “These assets and brands are extremely difficult to replicate and create significant opportunities for sustained growth. We are very enthusiastic about working with One Equity Partners to execute on our vision.”

Shapiro was most recently president of Mosaic Media Group and CEO of Dick Clark Productions. Shapiro facilitated the leveraged buyout of Dick Clark and became CEO in 2004. While there, Shapiro served as executive producer of So You Think You Can Dance, The Golden Globes, American Music Awards, Academy of Country Music Awards and New Years Rockin’ Eve. Dick Clark was successfully sold in June 2007.

Prior to joining Mosaic, Shapiro served as president / CEO of The IndieProd Co., where he arranged the sale of the company to Carolco Pictures. While at IndieProd, Shapiro also produced numerous films and television shows.

“Over the last few years, the TV Guide Network team has made great strides in transforming the property into a fully distributed entertainment focused network that will continue to develop and prosper,” TV Guide Network president Ryan O’Hara said in a prepared statement. “This transaction is really a win for all constituents.”

The structure of the deal also allows Macrovision to use the strategic capabilities of TV Guide Online while remaining focused on Macrovision’s core competencies in technology, the company said. Specifically, Macrovision retains the key strategic online elements currently utilized through this site, namely its B2B grid syndications business, whereby the company licenses its online guide to other portals, and functionality that enhances its embedded guidance product offering, such as integration from embedded guides with online or mobile guides that allow for remote record.

“Today’s announcement further demonstrates our ability to execute against our business plan,” Macrovision Fred Amoroso said in a prepared statement. “This divestiture will further streamline our business operations and once again demonstrates our ability to execute on Macrovision’s vision of providing consumers with a uniquely simple home entertainment experience. Furthermore, we continue to make progress towards our goal of divesting TVG Network, our horse racing wagering channel, which we expect to sign in early 2009.”

One Equity Partners manages $8 billion of investments and commitments for J.P. Morgan Chase & Co. in direct private equity transactions. Over recent years, One Equity Partners has invested approximately $3.5 billion to acquire over thirty companies in a variety of industries including defense, chemicals, healthcare, technology and manufacturing.

UBS Investment Bank served as financial advisor to Macrovision on this transaction.