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Sports Entertainment Enterprises, Inc. (OTC Bulletin Board:
SPEA.OB) Announces Closing of Elvis Transaction With Robert F.X. Sillerman
NEW YORK, Feb. 7 /PRNewswire-FirstCall/ -- Sports Entertainment Enterprises,
Inc. (OTC:SPEA) (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.
DATASOURCE: Sports Entertainment Enterprises, Inc.
CONTACT: Sean Cassidy, +1-212-981-5233, or Ed Tagliaferri,
+1-212-981-5182, or Robert Zimmerman, +1-212-981-5118, all of Sports
Entertainment Enterprises, Inc.