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Chicken Soup for the Soul Entertainment, Inc. (Nasdaq: CSSE) (“the Company”), one of the largest operators of ad-supported video-on-demand (“AVOD”) networks, today announced today signed a definitive agreement to acquire the assets of 1091 Media, LLC including its distribution business known as “1091 Pictures”. The purchase price is approximately $15.6 million in cash, Series A perpetual preferred shares and Class A common stock.
The acquisition of 1091 Pictures accelerates Chicken Soup for the Soul Entertainment’s strategy to create the first independent AVOD streaming service by approximately doubling the size of the company’s content catalog. 1091 Pictures’ diverse library of approximately 4,000 movies and TV shows includes NYT Critic’s Picks such as The ghost of Peter Sellers and Grammy Award winner Linda Ronstadt: The Sound of My Voicegripping sports stories such as A kid from Coney Island executive produced by Kevin Durant and featuring Stephon Marbury, Red Bull’s The Dawn Wallcrowd favorites such as The latest blockbuster and Pharma Brogroundbreaking documentaries such as Close Encounters of the Fifth Kind and The phenomenonwhich reveal the latest information on UFOs, and independent film hits such as Oscar winner Taika Waititi Wilderpeople HuntSpirit Award winner Christinaand knockout comedy The night with Adam Scott, Taylor Schilling and Jason Schwartzman. The acquisition also comes with established FAST and AVOD channels in specific verticals, with approximately 1 billion annual ad impressions.
“The 1091 Pictures team has transformed its vast library of content into a modern, scalable distribution platform with a compelling roster of channels that are a pragmatic addition to our existing assets,” said David Fannon, President of Screen Media. Ventures, chicken soup for the soul. Entertainment company and content provider for Crackle Plus streaming services. “There are great synergies between our two companies. Over time, joining 1091 Pictures’ acquisition and distribution team with the Screen Media team, leveraging 1091 Pictures’ impressive infrastructure designed for digital production, and integrating the channel business owned by 1091 Pictures in Crackle Plus Networks will make this a smooth and mutually beneficial transition. . 1091 Pictures’ pipeline of over 350 titles per year will provide the company with a steady supply of new content for years to come.
“This is the next evolution of our content library strategy,” said Elana Sofko, Chief Strategy Officer of Chicken Soup for the Soul Entertainment. “Genre content with loyal 1091 Pictures fanbases includes music, more than a dozen different sports, paranormal and more, allowing us to continue to grow both our streaming services and our FAST chains. We will also continue to grow the business that the 1091 Pictures team started and augment it with additional combined catalog opportunities.
“We are thrilled to partner with the Chicken Soup team for the Soul Entertainment and Screen Media,” said Eric Min, Managing Director and Chief Content Officer of 1091 Pictures. “We are optimistic that the scale and scope of the combined teams will launch us on an exciting journey to be able to further capitalize on this strong asset merger.”
The company expects to recognize over $10 million in revenue with approximately $3 million in additional EBITDA over the next 12 months following the transaction. The purchase price of $15,550,000 includes $8 million in cash, $2 million in the form of newly issued Series A perpetual preferred shares of the company (Nasdaq: CSSEP) valued at $25 per share and 375,000 shares of Class A common stock (Nasdaq: CSSE) valued at $14.80 per share.
The acquisition is subject to the satisfaction of certain closing conditions and is expected to be completed in early to mid-March 2022. Salem Partners acted as exclusive financial and investment banking advisor to 1091 Pictures, with Ivar Combrinck leading the process and negotiations. Lisa Weiss of Chatillon Weiss acted as exclusive legal counsel to 1091 Pictures. Brian Ross of Graubard Miller acted as exclusive legal counsel to Chicken Soup for the Soul Entertainment, Inc.
ABOUT CHICKEN SOUP FOR SOUL ENTERTAINMENT
Chicken Soup for the Soul Entertainment, Inc. (Nasdaq: CSSE) (the “Company”) operates streaming video-on-demand (VOD) networks. The company owns Crackle Plus, which owns and operates a variety of ad-supported and subscription VOD networks, including Crackle, Chicken Soup for the Soul, Popcornflix, Popcornflix Kids, Truli, Pivotshare, Españolflix and FrightPix. The Company also acquires and distributes video content through its subsidiary Screen Media and produces original video content through Chicken Soup for the Soul Television Group. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the popular book series and produces premium pet food under the Chicken Soup for the Soul brand.
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are statements that are not historical facts. These statements are based on various assumptions, whether or not identified in this press release, and management’s current expectations and are not predictions of actual performance. These assumptions involve a number of known and unknown risks and uncertainties, including, but not limited to, our primary strategy, our operating profit and margin, seasonality, liquidity, including operating cash, available funds and access to funding sources, free cash flow, revenues, net income, profitability, stock price volatility, future regulatory changes, price changes, the ability of the Company’s content offerings to gain market acceptance, the Company’s success in retaining or recruiting officers, key employees or directors, the ability to protect intellectual property, the ability to make strategic acquisitions, the ability to manage growth and integrate acquired businesses, the ability to pay dividends, regulatory or operational risks and the conditions general market conditions affecting demand for the Company’s services. For a more complete description of these and other risks and uncertainties, please see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021. , and for additional information regarding our recent acquisition of the Sonar Library and related assets, please see our current reports on Form 8-K, as amended, filed with the SEC on May 27, 2021 and July 1. 2021. If any of these risks materialize, or if our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and the Company expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations. in this regard or any change in the events, conditions or circumstances on which any statement is based.