Consolidated Media Holdings

Consolidated Media Holdings (CMH) was an Australian publicly listed investment company focused primarily on subscription television and related media assets. It was created in November 2007 through a name change and corporate restructuring involving Publishing & Broadcasting Limited (PBL) and the separation of PBL's media and Crown-related interests. The restructuring left CMH as an investment vehicle with significant exposure to Australian pay television, sports broadcasting and other media holdings. CMH's most important asset was a 25 percent interest in Foxtel, the Australian subscription-television platform. This stake was held jointly with News Corporation, while Telstra owned the remaining 50 percent. CMH also held a 50 percent interest in a group of sports and specialty television channels, including Fox Sports, Fox Sports News, Fox Footy, Speed and Fuel TV; News Corporation held the other half of that business. These investments gave CMH a substantial position in Australia's subscription-TV and sports-content ecosystem without operating a standalone consumer television brand of its own. The company initially retained a major interest in PBL Media, the media group that included assets such as the Nine Network, NBN Television, Sky News Australia, Australian Consolidated Press, NineMSN, Carsales, Ticketek and the Sydney Super Dome. CMH progressively reduced this exposure. In September 2007 it sold a further 25 percent of its interest in PBL Media to CVC Capital Partners. In December 2008, CVC injected more than A$300 million into PBL Media as part of a refinancing and recapitalisation. CMH chose not to contribute additional funds, causing its interest to be diluted to less than 1 percent. CMH's ownership structure changed during the global financial crisis and the subsequent consolidation of Australian media assets. The Packer family's Consolidated Press Holdings remained a major shareholder, while the Seven Network, later associated with Seven Group Holdings, acquired a substantial position. Seven bought an initial A$100 million stake in July 2008 and increased its holding during July 2009 to approximately 19.5 percent. Consolidated Press Holdings also increased its interest, reaching approximately 40 percent in the period described in the company's investor history and holding 50 percent by June 2012. In 2009, CMH sold the Sydney property at 54 Park Street, historically associated with the Packer family's headquarters, to AMP Capital Investors. It also sold its remaining shareholdings in Seek to institutional investors. These transactions reflected a broader effort to simplify the portfolio and concentrate on core media investments. In 2012, News Corporation and Seven Group Holdings each submitted proposals to acquire CMH. The Australian Competition and Consumer Commission approved News Corporation's proposal but opposed the competing Seven Group Holdings bid. News Corporation's offer was subsequently approved by shareholders and the Federal Court. The acquisition took effect on 2 November 2012, ending CMH's existence as an independent listed company and ending the Packer family's control of a large listed media group through this corporate vehicle.

Consolidated Media Holdings was established in November 2007 as the successor corporate vehicle to Publishing & Broadcasting Limited following a series of schemes of arrangement involving PBL and Crown interests. The restructuring separated the relevant media investment activities into a new publicly listed company. Although CMH was not a conventional operating broadcaster, its portfolio placed it at the centre of Australia's pay-television and sports-media industries. The company's principal asset was a 25 percent holding in Foxtel. News Corporation held the other 25 percent of the joint venture and Telstra owned the remaining half. Through this interest, CMH participated in Australia's largest subscription-television platform. CMH also owned half of a sports and specialty-channel group comprising Fox Sports, Fox Sports News, Fox Footy, Speed and Fuel TV. News Corporation held the other 50 percent of that group. These investments provided CMH with exposure to recurring subscription revenue, premium sports rights and specialist television programming. At formation, CMH also retained a 50 percent interest in PBL Media. PBL Media's portfolio included the Nine Network, NBN Television, Sky News Australia, Australian Consolidated Press, NineMSN, Carsales, Ticketek and the Sydney Super Dome. CMH reduced this holding in September 2007 by selling an additional 25 percent to CVC Capital Partners. The remaining interest was later heavily diluted. In December 2008, CVC Asia Pacific refinanced PBL Media's debt facilities and injected more than A$300 million into the company. CMH announced that it would not invest additional funds, with the result that its holding fell from a significant stake to less than 1 percent. CMH's shareholder base evolved as it managed its portfolio. The company was originally associated with the Packer family through Consolidated Press Holdings. In July 2008, the Seven Network acquired approximately 4.82 percent of CMH for A$100 million. Seven expanded its stake during July 2009, ultimately reaching approximately 19.5 percent. Consolidated Press Holdings also increased its position, and the two groups became CMH's dominant shareholders. By June 2012, published ownership information identified Consolidated Press Holdings as holding 50 percent and Seven Group Holdings as holding 25 percent. The company also pursued portfolio rationalisation. In August 2009 it announced the sale of 54 Park Street in Sydney, a property long associated with the Packer family's corporate headquarters, to AMP Capital Investors. CMH also sold its holdings in Seek to institutional investors. These disposals reduced non-core exposure while leaving the company primarily dependent on its Foxtel and sports-media investments. CMH became the subject of competing takeover proposals in 2012. News Corporation submitted a bid, as did Seven Group Holdings. The Australian Competition and Consumer Commission cleared News Corporation's proposal but did not approve the Seven Group Holdings alternative. News Corporation's transaction was subsequently approved by CMH shareholders and the Federal Court. It became effective on 2 November 2012. The takeover brought CMH's life as an independent listed company to an end and removed the Packer family's remaining control of a major media investment company through this structure.

1. 2012Acquisition by News Corporation

   News Corporation's takeover was approved by regulators, shareholders and the Federal Court, and became effective on 2 November.

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2. 2009Portfolio disposals and ownership changes

   CMH sold its Park Street property and Seek holdings, while Seven and Consolidated Press Holdings increased their stakes in the company.

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3. 2008Seven Network becomes a CMH shareholder

   Seven Network bought approximately 4.82 percent of CMH for A$100 million.

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4. 2008PBL Media recapitalisation dilutes CMH

   Following CVC's debt refinancing and capital injection, CMH's PBL Media interest fell below one percent because it did not contribute further funds.

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5. 2007Creation of Consolidated Media Holdings

   Publishing & Broadcasting Limited changed its name and completed related corporate schemes, forming CMH as a listed Australian media investment company.

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6. 2007Further sale of PBL Media interest

   CMH sold a further 25 percent of PBL Media to CVC Capital Partners.

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A listed Australian media investment vehicle concentrated on pay television, sports broadcasting and strategic equity interests rather than a direct-to-consumer consumer brand.

• FoxtelSubscription television

  CMH held a 25 percent interest in Foxtel, an Australian subscription-television platform. The investment gave CMH exposure to pay-TV distribution and premium entertainment and sports programming. News Corporation held another 25 percent and Telstra owned the remaining 50 percent.

• Fox Sports channel groupSports and specialty television

  CMH held 50 percent of a group of sports and specialty channels that included Fox Sports, Fox Sports News, Fox Footy, Speed and Fuel TV. The business complemented CMH's Foxtel interest by providing exposure to sports broadcasting, specialist programming and subscription-channel economics.

• PBL MediaMedia investment

  CMH previously held a 50 percent interest in PBL Media, whose assets included the Nine Network, NBN Television, Sky News Australia, Australian Consolidated Press, NineMSN, Carsales, Ticketek and the Sydney Super Dome. CMH sold down its interest and was diluted to below one percent after a later recapitalisation.

• 2012Accept News Corporation takeoverM&A

  News Corporation and Seven Group Holdings submitted competing proposals to acquire CMH.

  What changed. The News Corporation transaction proceeded after regulatory, shareholder and Federal Court approvals.

  Aftermath. The acquisition became effective on 2 November 2012 and ended CMH's existence as an independent listed company.

  • Seven Group Holdings — Seven Group Holdings submitted a competing takeover proposal, but the Australian Competition and Consumer Commission did not approve it.
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• 2009Rationalise non-core assetsStrategy

  CMH was simplifying its investment portfolio while retaining its principal subscription-television and sports-media interests.

  What changed. The company announced the sale of 54 Park Street in Sydney and its remaining Seek shareholdings.

  Aftermath. The disposals reduced CMH's exposure to property and non-core equity holdings.

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• 2008Do not participate in PBL Media recapitalisationStrategy

  CVC Asia Pacific refinanced PBL Media's debt facilities and injected more than A$300 million into the company.

  What changed. CMH stated that it would not invest additional funds in PBL Media.

  Aftermath. CMH's interest was diluted from approximately 25 percent to less than one percent.

  CVC capital injection into PBL Media. More than A$300 million injected (December 2008)

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• 2007Reduce exposure to PBL MediaStrategy

  CMH was reorganised as a media investment company while PBL Media was being repositioned under external private-equity ownership.

  What changed. CMH sold a further 25 percent of PBL Media to CVC Capital Partners.

  Aftermath. CMH retained important pay-TV and sports-media investments but reduced its direct ownership of PBL Media's broadcast and publishing assets.

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• 2012News Corporation and Seven Group Holdings bid for CMH

  Both News Corporation and Seven Group Holdings submitted proposals to acquire CMH. The Australian Competition and Consumer Commission approved the News Corporation proposal but rejected the competing Seven Group Holdings proposal.

  M&ARegulation
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• 2012News Corporation takeover ends CMH's independent existence

  Shareholders and the Federal Court approved News Corporation's acquisition of CMH. The transaction took effect on 2 November 2012, ending CMH as an independent listed company.

  M&A
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• 2009Seven increases its CMH shareholding

  Seven Network increased its holding in CMH through a series of purchases, reaching approximately 19.5 percent. Consolidated Press Holdings also increased its position during the same period.

  M&A
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• 2009CMH sells Park Street property and Seek holdings

  CMH announced the sale of 54 Park Street in Sydney to AMP Capital Investors and the disposal of its Seek shareholdings to institutional investors.

  Other
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• 2008Seven Network acquires an initial CMH stake

  The Seven Network purchased a stake valued at A$100 million, representing approximately 4.82 percent of CMH.

  M&A
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• 2008PBL Media refinancing dilutes CMH below one percent

  PBL Media refinanced its debt and received more than A$300 million from CVC Asia Pacific. CMH did not provide further capital, and its approximately 25 percent interest was diluted to below one percent.

  Other
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• 2007CMH is formed through the PBL restructuring

  Publishing & Broadcasting Limited changed its name and completed schemes of arrangement involving PBL and Crown interests, creating Consolidated Media Holdings as a separately listed media investment company.

  Other
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• 2007CMH sells down its PBL Media interest to CVC Capital Partners

  CMH sold a further 25 percent of its interest in PBL Media to CVC Capital Partners, reducing its direct exposure to the media group that owned the Nine Network and other Australian assets.

  M&A
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1. Consolidated Media Holdings