YNOT – FriendFinder Networks Inc. on Thursday submitted a proposal to acquire Playboy Enterprises Inc. “in a transaction worth over $210 million of equity value.” The proposal follows by three days and ups by almost 14 percent Playboy founder Hugh Hefner’s Monday offer to take the company private in a deal valued at $185 million in cash.The competing offers put rival magazine publishers head-to-head. FriendFinder is the parent company of Penthouse, Playboy’s archrival in the “men’s sophisticate” space.
Playboy’s board of directors acknowledged receipt of FriendFinder’s offer and said in a statement it “will give [the offer] appropriate consideration.” Hefner — who owns 70 percent of the company’s Class A common stock and 28 percent of the Class B common stock—told the board he does not intend to sell his shares or negotiate any offer other than his own. He cited concerns about the brand, the magazine’s editorial direction and the company’s legacy.
Not to be swayed, FriendFinder Chief Executive Officer Marc Bell on Thursday told The Wall Street Journal “Heffner and other key members of management [would be] an integral part of the combined companies.”
In the letter tendered to the Playboy board, Bell stated, “We would propose an arrangement where we would partner with Mr. Hefner in our efforts to drive shareholder value. We envision that following the completion of the proposed transaction, Mr. Hefner would retain editorial control of Playboy magazine and would be entitled to reside in the Playboy Mansion.”
FriendFinder’s previous foray into the public sphere did not meet with rousing success. In 2008, the company began steps toward an initial public offering. After several abortive approaches and a $50 million lawsuit against its accounting firm, FriendFinder withdrew its IPO earlier this year. According to The New York Times, the company hasn’t actually lined up financing to back its Playboy offer yet but is being assisted by Imperial Capital as it seeks potential lenders.
“We are very confident that ample financial resources will be available to complete this transaction,” Bell noted in his letter to Playboy’s board. “We contemplate that the definitive agreements will not contain a financing contingency.
“We believe our proposal is in the best interests of Playboy Enterprises and its minority stockholders,” the letter also noted. “Our proposal provides an excellent opportunity for the minority stockholders of Playboy Enterprises to realize liquidity for their shares at a significant premium to market values, provides a basis for future growth and would reinvigorate the company and enhance the legacy of the Playboy brand.
“We believe that together we can create a 21st century media powerhouse and generate tremendous synergies through the combination of Playboy’s iconic brands and licensing engine with the Penthouse brands and the demonstrated technological innovations of FriendFinder Networks,” Bell concluded.
The possibility exists FriendFinder is attempting to “backdoor” its way onto the public market, which has been an elusive goal for two years. Previously known as Penthouse Media Group Inc., the company acquired FriendFinder’s assets when it acquired parent company Various Inc. in 2007. Penthouse Media Group subsequently changed the name of the holding company to FriendFinder Networks prior to submitting an IPO, presumably because FriendFinder’s more mainstream moniker and assets would make the company more attractive to potential shareholders than the company’s previous adult brand. Playboy, though adult, has been publicly traded since 1971.
In May, Playboy reported a net-revenue slide of about 15 percent, to $52.1 million. The company’s stock has been climbing since news broke about Hefner’s offer. By Thursday, the company’s share prices had jumped 42 percent over Monday’s levels, to $5.57.
