Toronto – Kew Media Group Inc. announced the acquisition of London, England-based TCB Media Rights Ltd. (“TCB”), a leading full-service content distribution company. With a focus on non-scripted television sales, TCB has been one of the fastest-growing distributors in the market.

Kew Media will pay initial consideration on closing of £5.6 million in cash and £0.7 million in Class B shares of KEW MEDIA. The Company has also agreed to pay deferred compensation based on TCB’s actual Adjusted EBITDA for the fiscal year ending December 31, 2017 that will cap the purchase price at no more than 7 times adjusted EBITDA.

 

TCB is expected to generate approximately £11.5 million of revenue and £1.0 million or higher of Adjusted EBITDA for fiscal 2017. Kew anticipates increasing TCB’s investment in content, driving substantial revenue growth, for which TCB has capacity without a significant increase in its overhead. As a result, the Company expects this transaction to be accretive to Kew Media’s financial results in the first 12 months following closing. The vendors may also receive anearn out of up to £4 million, should TCB meet certain longer-term net revenue targets.

 

“TCB is one of the world’s most prolific distributors of unscripted content,” said KEW MEDIA’s CEO, Steven Silver. “The company Paul Heaney has built over the last five years adds decades’ worth of experience and expertise to our operation. TCB will continue to operate as it has been, since we intend to maintain the distributor’s boutique feel and producer-oriented focus, but now with increased resources for greater content development opportunities.”

 

With its dynamic slate of factual entertainment titles, TCB significantly increases Kew Media’s ability to broaden its distribution activity in the non-scripted arena and, even more importantly, aligns Kew’s distribution capacity with the content generation of many of its production companies. TCB will act independently of Kew Media’s distribution arm, which will continue to distribute the group’s growing slate of multi-genre programming.

 

This transaction marks Kew Media’s first acquisition since closing its Qualifying Acquisition as a special purpose acquisition company in March, 2017, when the Company acquired ten production companies and one distribution company, solidifying Kew Media as a leading independent in the entertainment industry.

 

Founded in late 2012 by industry veteran Paul Heaney, TCB and its proven management team are highly respected by content buyers and producers alike. Its innovative approach to deal making, which includes collaborating with producers early in their content-conception cycle, consistently produces high quality, market-driven product year after year.

 

“We are delighted to be partnering with Kew Media,” said Paul Heaney, Founder and CEO of TCB. “As we strategized on how best to elevate TCB, it was quickly apparent that a partnership with Kew Media was the perfect fit. With its established business platform, proven management team and access to capital markets, the foundation for strong growth is firmly in place.”