Outdoor Channel Holdings, Inc., which reaches nearly 40 million cable subscribers with programming about hunting, fishing and outdoor adventure, agreed to be acquired by Denver-based Kroenke Sports & Entertainment, LLC for $8.75 per share.


The price represents a premium of approximately 15.9 percent to Outdoor Channel’s closing stock price on March 1, 2013, which was the last trading day prior to the public disclosure of the KSE proposal, and approximately 21.7 percent to Outdoor Channel’s closing stock price on Nov. 15, 2012, which was the last trading day prior to Outdoor Channel’s announcement that it had entered into a definitive merger agreement with InterMedia Outdoors Holdings, LLC.


“Our board of directors has unanimously determined that the proposed all-cash merger with KSE offers superior value for our stockholders,” said Tom Hornish, Outdoor Channel’s president and CEO. “We are pleased that Kroenke Sports & Entertainment has agreed to purchase Outdoor Channel.”


KSE submitted its binding offer to acquire Outdoor Channel and on March 6, 2013, Outdoor Channel notified InterMedia of its intention to terminate its agreement with Intermedia, which opted not to top KSEs bid. In accordance with the terms of the InterMedia Agreement, Outdoor Channel paid InterMedia Outdoors Holdings, LLC a $6.5 million termination fee.


The transaction, which is expected to be completed in the second quarter of 2013, is subject to the satisfaction of customary closing conditions, including the receipt of requisite regulatory approvals and adoption of the KSE Agreement by Outdoor Channel’s stockholders. Outdoor Channel’s largest stockholders, Perry T. Massie, Thomas H. Massie and their affiliated entities and Outdoor Channel’s directors and executive officers, who currently represent a combined ownership of approximately 41 percent of the company, each have agreed to vote in favor of the transaction, subject to certain exceptions.


The special meeting of stockholders of Outdoor Channel to adopt the InterMedia Agreement, which was originally scheduled for March 13, 2013, and which the company announced it intended to adjourn to March 22, 2013, has been cancelled.


Lazard is serving as exclusive financial advisor to Outdoor Channel in connection with the transaction. Wilson Sonsini Goodrich & Rosati, P.C. is legal advisor to Outdoor Channel in connection with the transaction. Allen & Company LLC is serving as exclusive financial advisor to KSE in connection with the transaction. Wachtell, Lipton, Rosen & Katz is legal advisor to KSE in connection with the transaction.


Outdoor Channel Holdings, Inc. owns and operates Outdoor Channel and Winnercomm, Inc. Nielsen estimated that Outdoor Channel had approximately 39.1 million cable, satellite and telco subscribers for March 2013. Outdoor Channel offers programming that captures the excitement of hunting, fishing, shooting, adventure and the Western lifestyle and can be viewed on multiple platforms including high definition, video-on-demand, as well as on a dynamic broadband website. Winnercomm is one of America’s leading and highest quality producers of live sporting events and sports series for cable and broadcast television. The company also owns and operates the SkyCam and CableCam aerial camera systems which provide dramatic overhead camera angles for major sports events, including college and NFL football.


Denver-based Kroenke Sports & Entertainment is one of the world’s leading ownership, entertainment and management groups. As owners and operators of Pepsi Center, the Paramount Theatre, Dick’s Sporting Goods Park, the Colorado Avalanche (NHL), Denver Nuggets (NBA), Colorado Mammoth (NLL) and Colorado Rapids (MLS), KSE’s sports and entertainment assets are second to none. Additional properties under KSE’s umbrella include Altitude Sports & Entertainment, a 24-hour regional television network; Altitude Authentics, the company’s official retail provider; and TicketHorse, the official ticketing provider for KSE teams and venues.