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Changing Channels: Television Programming Issues In Negotiating Acquisition Deals
M & A transactions in the television business can take many forms ' from a large-scale merger such as that recently proposed between Comcast and Disney to the acquisition of a cable TV channel or small local UHF broadcast station. In some cases, even the acquisition of a large and significant sports rights package can be viewed as rising to the level and complexity of an M&A transaction. What is seen on the screen is a function of the rights obtained by broadcasters. Not surprisingly, given the complexities of such transactions, unusual rights situations arise. Following are some that I have encountered in many years of doing deals in the TV business.
The Perpetual Time Block
Large vertically integrated Big Media Company A was acquiring fully-distributed general audience Cable Channel B. The transaction had many interesting corporate angles, but from a rights point of view, the owners of the channel had, only a few years earlier, entered into what they considered to be an “iron-clad” 20-year agreement with a not-for-profit organization. The 20-year agreement had an automatic 20-year renewal at the option of the organization. The agreement thus gave the organization the right to program a block of prime time with a show produced by the organization for 40 years, which in the TV world is eternity. The acquisition was completed as the cable channel was quite valuable to the buyer even with the perpetual time block.
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