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.