The sale of "EPE" is finalized. Here is the information from PR Newswire.
Sports Entertainment Enterprises, Inc. (OTC Bulletin Board: SPEA) announced today that it had consummated the previously announced transaction pursuant to which RFX Acquisition LLC, an entity formed and controlled by Robert F.X. Sillerman, acquired a controlling interest in the Company. That transaction was closed simultaneous with the Company's acquisition of an 85% interest in entities that own the name, image and likeness of Elvis Presley and own or have the right to use and benefit from the Graceland mansion and related attractions, as well as other assets and revenue streams associated with Elvis Presley and Graceland.
The Company is presently conducting business under the name "CKX" and will seek shareholder approval to change the name of the Company to "CKX, Inc."
The Presley acquisition is the first acquisition in the Company's plan to acquire, control, develop and build content in various forms of media. The Company's business plan is to make selective and strategic acquisitions of, or partner with, individuals or companies that control various forms of established or developable content. Thereafter, the Company will seek to improve and enhance the development and marketing of such content. The Company will also seek to capitalize on the increasing distribution opportunities that make it easier and less costly to deliver content to consumers and which enable consumers to selectively decide how, when and where they will consume content.
Commenting on the acquisition, Mr. Sillerman said, "We are excited to launch CKX with our investment in the Presley assets. I can think of no better way to introduce our artist-centered business than to reintroduce Elvis Presley in this digital age, including enticing opportunities in Las Vegas and outside the United States. CKX will be all about partnering with the finest creative talent as the methods of distribution of entertainment continue to evolve. The old model, in which a few decision makers tell consumers what they can see or hear, and how, when and where they can see or hear it, is quickly disappearing. In the coming months and years, CKX hopes to partner with or acquire developable or already developed content as we align ourselves with the creators of content."
On a combined and audited basis, the Presley businesses had total revenue of $44.4 million for the twelve months ended December 31, 2003, and $32.4 million for the nine months ended September 30, 2004. Operating income for those periods was $10.8 million and $7.3 million, respectively. Operating income for the respective periods includes depreciation and amortization expense of $1.2 million and $0.9 million, respectively.
As previously announced, RFX Acquisition (i) contributed $3,046,407 in cash to SPEA in exchange for 30,464,072 newly issued shares of Common Stock; (ii) received 20,485,817 two-year warrants to purchase shares of Common Stock at between $1.00 and $2.00 per share and (iii) acquired an aggregate of 2,240,397 shares of Common Stock directly from certain principal stockholders of the Company at the same price of $0.10 per share.
Mr. Sillerman and other members of senior management immediately exercised an aggregate of five million of the $1.00 warrants. Following the closing of the transactions, Mr. Sillerman and other members of the Company's senior management beneficially own an aggregate of approximately 66% of the outstanding Common Stock and approximately 61% of the fully diluted Common Stock of the Company, after giving effect to the exercise of all outstanding warrants and the conversion of all outstanding shares of preferred stock.
Pursuant to a Contribution and Exchange Agreement dated December 15, 2004, by and among the Company, The Promenade Trust and RFX Acquisition, the Trust contributed 85% of the outstanding equity interests of the Presley business to the Company and in exchange received, from the Company $50.1 million in cash, 1,491,817 shares of Series B Convertible Preferred Stock, one share of Series C Convertible Preferred Stock and 500,000 shares of Common Stock of the Company. In addition, at closing, the Company paid off approximately $25.1 million of outstanding indebtedness of the Presley business. The Trust continues to own 15% of Presley business. Each share of Series B Preferred Stock has a stated value of $15.30, is convertible into one share of Common Stock at a price of $15.30 per share, subject to customary anti-dilution adjustment, and entitles the holder to receive an annual dividend calculated at a rate of 8% of the stated value. The Company also acquired additional commercial rights to the "Presley" name from Priscilla Presley, for a purchase price of $6.5 million.
The Huff Alternative Fund, L.P. and an affiliate invested $44.8 million in cash in exchange for 2,172,400 shares of Series A Convertible Preferred Stock, 3,706,052 shares of Common Stock, and two-year warrants to purchase 5,581,981 shares of Common Stock at between $1.00 and $2.00 per share Each share of Series A Preferred Stock has a stated value of $20.00 per share and is convertible into shares of Common Stock. The conversion price of the Series A Preferred Stock, which, following closing is $7.18 per share (approximately 2.8 shares), is subject to adjustment upon certain issuances or exercises of Common Stock or securities convertible into or exchangeable for Common Stock at a price below $10.00 per share.
The Company also financed a portion of the cash consideration for the Presley acquisition with a $39.0 million short-term senior loan from an affiliate of Bear, Stearns and Co. Inc. The term of the loan is one year.
Mr. Sillerman was the founder, a major shareholder and served as Executive Chairman of SFX Entertainment from its inception in 1997 until its sale to Clear Channel Communications in August 2000. SFX Entertainment was the largest presenter, promoter and producer of live entertainment in the world. Prior to that, Mr. Sillerman was a founder, major shareholder and served as Executive Chairman of SFX Broadcasting, a major owner and operator of radio stations, from its inception in 1992 through its sale in 1998 to an affiliate of buyout firm Hicks, Muse, Tate & Furst.
For more detailed information see our Current Report on Form 8-K, which may be obtained at the SEC's web site at http://www.sec.gov.
This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, acquisitions of dispositions of business assets, and the potential impact of future decisions by management that may result in merger and restructuring charges, as well as the potential impact of any future impairment charges to goodwill or other intangible assets. More detailed information about these factors may be found in filings by Sports Entertainment Enterprises, Inc. with the Securities and Exchange Commission. Sports Entertainment Enterprises, Inc. is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward- looking statements, whether as a result of new information, future events, or otherwise.
Source: Google / Updated: Feb 8, 2005