A trio
of investors announced plans Tuesday, Sept. 5, to take a
majority interest in ITN Networks Inc. — a media sales
company that customizes ad buys for major advertisers —
in exchange for a capital infusion initially put at $200
million.
The
investors, who are willing to chip in at least $50
million more depending on the opportunities presented to
ITN as an acquisition platform, include New York-based
private equity firms Veronis Suhler Stevenson and
ZelnickMedia Corp. Veronis, which will become ITN's
largest shareholder, and ZelnickMedia each had been
pursuing ITN independently for years.
Rounding out the investor group is Sony Pictures
Television, the Sony Corp.-owned content creator with
more than 25 programs on network and cable television.
That SPT was brought into the deal as a strategic
partner stems from its status as the leading content
creator not affiliated with a TV network or a TV station
group.
"It's
very important for ITN to be seen as a sort of
Switzerland," said ZelnickMedia CEO Strauss Zelnick, who
will also serve as ITN's nonexecutive chairman.
The
Switzerland reference addresses the objectivity ITN
needs when customizing national media networks for
advertisers. The company does this by aggregating local
TV-station ad inventory, then slicing and dicing it in
ways to meet the demographics and psychographics
specified by particular advertisers.
ITN
has assembled a "Mom's Time Network," for example, to
help packaged goods marketers reach working women with
children. Through custom research, ITN identifies areas
to reach moms when they are most receptive to an ad
based on program environment, time period consistency
and local appeal. "The whole model is about following
the consumer you want to reach," Watson said.
Kevin
Waldman, the Veronis managing director who led
negotiations for his firm, said he expected ITN to
"capture a larger share of markets we currently serve."
But he also acknowledged that "huge opportunities" await
ITN once its custom research and comprehensive analytics
for targeting specific audiences are applied to cable
and Internet advertising.
It was
with a view toward expediting this process that ITN's
individual owners — lead by Timothy J. Connors, who will
remain the company's CEO as well as a significant
shareholder — agreed to reduce their ownership to what
was termed "a meaningful interest."
As
ZelnickMedia partner Jim Friedlich explained: "ITN will
invest its new capital resources to extend its reach
beyond broadcast television into advertising markets
including cable TV, satellite TV, the Internet and video
games. ITN will apply its skill set to each of these
media categories seamlessly and concurrently."
ITN,
now in its 23rd year, is no stranger to advances from
others. But indications of interest from
acquisition-hungry ad agency and media conglomerates,
which would prefer ITN direct more advertising through
their agencies or to their outlets, have been viewed as
causing potential conflicts of interest.
Simple
financial sponsorship hasn't been all that attractive,
either. ITN has not only grown on its own to average
annual billings of $300 million in recent years, but it
has managed to erect some fairly significant barriers to
entry.
These
barriers include its credibility as a buyer of ad time
with major media outlets, its proprietary software for
aggregating audiences and its history of successfully
selling advertisers. "Any one of them may not seem that
great by itself," Zelnick said, "but they're huge when
taken together."
Veronis' Waldman, meanwhile, had no doubts as to why ITN
elected to become the private equity firm's 45th media
platform: "We're more strategic capital and not just
fungible capital," he said. And that's just the sort of
capital ITN desires as it moves from the stagnant, $32
billion ad market for national broadcast TV and into the
soaring, $18 billion ad market for the Internet, which
is growing at a compound annual rate of 20%.
Hence,
unlike most media transactions these days, the ITN deal
came together without an auction. The reason, according
to one deal participant, was simple: "They were seeking
smart money or none at all."