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Encompass Digital Media to Acquire Ascent Distribution Division for $120 Million
12/7/2010


LOS ANGELES: Encompass Digital Media recently announced a definitive agreement to acquire the global content distribution business of Ascent Media Corp. for total consideration of approximately $120 million. The sum includes approximately $113 million in cash and the assumption of certain indebtedness and obligations totaling approximately $7 million. Encompass said the transaction would “greatly expand its scale and geographic footprint.” Encompass--formerly Broadcast Facilities Inc.--has core operations in Los Angeles and Atlanta; Ascent has broadcast facilities in New York, Minnesota, Burbank, Calif., Singapore and London.

“The transaction enables Encompass to provide unparalleled disaster recovery, occasional-use transmission and backhaul for news, sports and government services,” the buyer said. “Encompass will also expand its Los Angeles digital media manipulation, archive and distribution services to support existing and emerging applications and platforms worldwide.”

Following the completion of the transaction, Encompass will have approximately 950 employees and will operate a network of broadcast facilities worldwide with integrated media solutions that include: Network origination, centralcasting for TV stations, disaster recovery, satellite and fiber transmissions, satellite uplink trucks and digital media services.

The combined client base includes A&E, Lifetime, Sony, NBCU, CBS, Disney/ABC, BBC Worldwide, U.S. Department of Defense, MTV, ESPN, NHL, Discovery Networks, DirecTV Sports Networks, NFL Network, YES Network, Scripps, Hallmark, Channel Five and TV Guide among others. The Ascent video switch business also will allow Encompass to expand its relationships with CNN, CNBC, Bloomberg, Thomson Reuters, and the United Nations.

Financing for the transaction is being provided by Macquarie Capital and Tennenbaum Capital Partners LLC. Macquarie Capital is serving as the exclusive financial advisor to the Encompass. Tennenbaum Capital is a current lender to and shareholder of Encompass and will continue to participate in both capacities. Munger, Tolles & Olson LLP served as primary legal advisor. The transaction is subject to customary closing conditions, including approval by Ascent shareholders, regulatory clearances, and the transfer of certain FCC licenses. Subject to fulfillment of these conditions, the transaction is expected to close in the first quarter of 2011.

Shares of Ascent (NASDAQ: ASCMA) rose as much as 12 percent the day the transaction was announced, to more than $34 before settling today at around $33.55. Motley Fool notes that Ascent will have close to $460 million of debt-free cash on hand ofer the transaction.
-- Deborah D. McAdams

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