InterMedia Partners went back to the negotiating table twice
to try to salvage its deal to merge with Outdoor Channel earlier this month,
but according to documents filed with the Securities and Exchange Commission
late Thursday could not best the $227 million all-cash offer from Kroenke
Sports & Entertainment.
Outdoor Channel had originally agreed
to a $208 million merger deal with InterMedia back in November, which would
have given Outdoor shareholders a mixture of $8 in cash for each of their
shares and an interest in a combined publicly traded entity to be called
InterMedia Outdoors Holdings. That agreement was headed toward the finish line
when Kroenke
lobbed in an unsolicited all-cash offer for Outdoor on Feb. 27, halting the
process. Outdoor determined the Kroenke deal to be superior on March 8 and on
March 13 said it had accepted the sports and entertainment giant's proposal.
But that was not without first giving InterMedia the chance
to increase its bid. According to the proxy statement filed March 21 with the
SEC, InterMedia had increased its bid on March 7 to $8.75 per share in cash (up
to $115 million) and half a share of InterMedia Outdoors (up to 34.8% of total
shares) for each Outdoor share held. But several other sticking points - a
reverse termination fee of $9 million, a limit on any damages to Outdoor of $25
million in the event of a breach of the deal, a $6.5 million termination fee
payable by Outdoor if the deal were scrapped and a $2.5 million management advisory
fee payable to InterMedia upon closing - were still intact.
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