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“It’s the numbers, stupid.”
— Bill Clinton (paraphrased)

Sell-side: MNC Play Network Business Spin-Off

Background

  • The networking assets of a pre-eminent media company, while valuable, were not fully aligned with its business strategy, evolving into content and asset-light businesses.
  • The business carve-out involved a three-party transaction involving the sale of its ~900k home pass fiber network to an infrastructure fund, combined with a transfer of ISP customers to a telco.
  • The transaction involved multi-party negotiations with interdependent terms, including valuation alignment, conditions precedent, and operational considerations.

E&L Value Add

  • E&L structured the transaction across legal, commercial, and financial aspects, aligning asset carve-out and customer transfer.
  • E&L provided independent valuation and commercial assessment to ensure objective decision-making across counterparties.
  • E&L led negotiations and coordination, managing conditions, stakeholder alignment, and execution risks.
  • A phased closing approach enabled an early transaction close with realistic earn-out milestones.

Outcome

  • Transaction was executed smoothly, ensuring that the terms of the spin-off are favourable and aligned with each party’s strategic objectives.
  • Valuation and deal structure aligned with the client’s strategic objectives and risk considerations.
  • Enabled divestment of non-core assets while optimizing value and execution certainty.
  • Milestones were achieved ahead of schedule with all phases being completed and the earn-out paid in full.