CHICAGO—Playboy Enterprises Inc. (PEI) (NYSE: PLA, PLAA) today announced that it has entered into a definitive agreement with Icon Acquisition Holdings LP, a limited partnership controlled by Hugh M. Hefner, to take the company private for $6.15 per share.
The $6.15 price represents a 18.3 percent premium over the closing price of PLA on Jan. 7, 2011, and a 56.1 percent premium over the closing price on July 9, 2010, the last trading day before the proposal was first announced.
The purchaser, Icon Acquisition Holdings LP, has obtained equity commitments for the transaction from an affiliate of Rizvi Traverse Management LLC (Rizvi Traverse) and a debt commitment for the transaction from affiliates of Jefferies & Company Inc.
As previously reported, PEI’s board of directors formed a special committee of independent directors, which subsequently evaluated Hefner's proposal, determined to proceed with and negotiated the transaction, and recommended that PEI’s board of directors approve the agreement. Last night the board, acting in part on the special committee’s approval and recommendation, unanimously approved the agreement and resolved to recommend the transaction to PEI's stockholders.
Hefner said, “With the completion of this transaction, Playboy will come full circle, returning to its roots as a private company. The brand resonates today as clearly as at any time in its 57-year history. I believe this agreement will give us the resources and flexibility to return Playboy to its unique position and to further expand our business around the world.”
Sol Rosenthal, chairman of the special committee, said, “The special committee and the board have determined that the transaction is advisable, fair to and in the best interests of the company’s public stockholders.”
Playboy CEO Scott Flanders will remain with the company in his current position and maintain a significant equity investment in Playboy. “Our strategy is to transform Playboy into a brand management company,” Flanders said. “This transaction will advance our efforts by strengthening our balance sheet and streamlining our operations, while creating opportunities to participate in new ventures. I am excited about the future, and I look forward to working with our new partners as we guide Playboy into the next era.”
Ben Kohn, managing partner of Rizvi Traverse’s Los Angeles office, added, “Playboy is an iconic company with a singular, storied brand and history. We are pleased to partner with Hugh Hefner and the current management team to be a part of a transaction that will enable Playboy Enterprises to continue to execute on its strategy. This would bring an end to a period of uncertainty for the company and provide the right ownership structure to develop the business.”
Under the terms of the transaction, the purchaser will offer to acquire all of PEI’s outstanding shares of Class A voting (PLAA) and Class B non-voting (PLA) common stock that Hefner and his affiliates do not own for $6.15 per share in cash. Through his trusts, Hefner controls approximately 69.5 percent of the Class A shares and 27.7 percent of the Class B shares. In connection with the transaction, Hefner has agreed to transfer all shares to the purchaser and not to tender such shares in the offer.
The purchaser expects to commence the tender offer no later than Jan. 21, 2011. The tender offer will expire 20 business days after it commences subject to extensions permitted by the merger agreement.
In connection with the transaction, Plainfield Asset Management LLC (Plainfield) and certain of its affiliates, which together own approximately 19.05 percent of the Class A shares, have committed to the company to tender such shares in the offer.
The transaction is subject to a non-waivable “majority of the minority” condition, pursuant to which more than 50 percent of the total Class A and Class B shares outstanding on the date of purchase (not including the shares transferred by Hefner and other shares that will be contributed to the purchaser) must be validly tendered and not withdrawn in the offer. If, at the expiration of the tender offer, the purchaser owns at least 90 percent of PEI’s Class A shares (including the shares transferred by Mr. Hefner and Plainfield and shares the purchaser may buy from the company under a “top up” option) (referred to as the “threshold condition”), the “majority of the minority” condition is satisfied and all other conditions to closing are satisfied, then the purchaser will proceed to complete the acquisition of PEI through the short-form merger procedure under Delaware law.
This short form merger procedure does not require a vote or meeting of stockholders of PEI. If, at the expiration of the tender offer, all conditions to closing are satisfied (including the “majority of the minority” condition) except the threshold condition, then the purchaser will proceed to complete the acquisition of PEI through a long-form merger under Delaware law, which would be approved by written consent by Mr. Hefner's trusts as the holders of a majority of PEI’s outstanding Class A shares. In either the short-form or the long-form merger, each outstanding share of Class A and Class B common stock will be converted into the right to receive $6.15 per share in cash except for dissenting shares in the merger.
Closing of the transaction is subject to customary conditions but is not subject to a financing condition. It is expected that the transaction will be completed before or shortly after the end of the first quarter of 2011.
Lazard is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom is acting as legal counsel to Playboy Enterprises. Raine Securities LLC is acting as financial advisor and Kaye Scholer LLP is acting as legal counsel to the special committee. Moelis & Company LLC is acting as financial advisor and Munger, Tolles & Olson LLP is acting as legal counsel to Mr. Hefner. Jefferies & Company, Inc. is acting as financial advisor and Sheppard, Mullin, Richter & Hampton LLP is acting as legal counsel to Rizvi Traverse.
