November 19, 2012 at 11:54 AM EST
Viggle’s Deal To Buy GetGlue Hinges On $60M Of Financing ‘From 2 Strategic Investors’, Expected To Close In Next 30 Days
A little detail in the 8-K form filed today by TV loyalty service Viggle , announcing its acquisition of social TV service GetGlue for $25 million (embedded below), notes that the deal hinges on Viggle successfully completing a "convertible debt financing equal to or greater than $60 million." TechCrunch has learned some more details around this, and it turns out that Viggle is in the process of picking up two large, strategic investors as part of that $60 million investment. Our source says that neither is a media company but could be a large consumer electronics company or a big internet brand.
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A little detail in the 8-K form filed today by TV loyalty service Viggle, announcing its acquisition of social TV service GetGlue for $25 million (embedded below), notes that the deal hinges on Viggle successfully completing a “convertible debt financing equal to or greater than $60 million.” TechCrunch has learned some more details around this, and it turns out that Viggle is in the process of picking up two large, strategic investors as part of that $60 million investment. Our source says that neither is a media company but could be a large consumer electronics company or a big internet brand.

Here is the relevent part from the 8-K:

“Consummation of the Merger is subject to various conditions, including, among others, (i) the absence of any law or order prohibiting the consummation of the Merger, (ii) all consents, approvals, permits and authorizations having been obtained, and (iii) Viggle receiving gross proceeds from a convertible debt financing equal to or greater than $60 million.  Viggle has received indications of interest and commitments from various strategic investors with respect to its convertible debt financing.  In addition, Viggle’s and AdaptiveBlue’s respective obligations to consummate the Merger are subject to certain other conditions, including, among others, (i) subject to the standards set forth in the Merger Agreement, the accuracy of the representations and warranties of the other party, (ii) compliance of the other party with its covenants in all material respects, (iii) no event, change, effect or circumstance occurring that would constitute a material adverse effect on the other party.”

Viggle is now a public company, and in its time, the company has raised $67 million, with the chairman/CEO Robert Sillerman funding half of that himself, and Adage Capital and Baron Funds among other big shareholders.

This $60 million, however, would be the first time that the company picked up strategic investors. Who they are is still unknown, but we’ve seen a number of consumer electronics companies, such as Samsung, making investments in and putting big bets on connected TV, and the services running on connected TV, in order to sweeten the device deal, and also to do better battle against the likes of Apple.

Similarly, companies like Google have also been upping their game in TV, and its newest division, Motorola, has also had an extensive history making strategic investments into businesses that closely align with its own products. Connected TV is one of those.

Viggle’s 8-K form also details the break fee if the acquisition of GetGlue does not go ahead: it’s on the small side, $500,000.

Leading up to this acquisition, our source noted that there wasn’t any kind of bidding war on GetGlue, which has picked up 3 million users to date, but it was still something that was probably inevitable as the industry continues to mature and look for critical mass in interactive and second-screen TV services.

“Both parties see benefits of this deal,” our source said. “And where else were they going to go? Together, they have roughly 80-85% of the second screen TV base. The market is not big enough for them to try different tacks yet. Coming together brings the concept to the forefront, to advertisers and media partners, and jumpstarts the industry. It makes a lot of sense.”

The $60 million financing, we understand, is due to close in the next 30 days.

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