Selasa, 30 April 2013

67% of M&A Acquirers Seek Post-Closing Purchase Price Reductions

I have been directly involved in several M&A deals.  And, for most privately held companies, M&A is the most typical liquidity event for investors/executives to ultimately realize value from their equity/options.

But, attention all you privately held CEOs of digital media and technology companies (as well as all others, by the way).  Take note!  Even if you lead your company to the promised land of successful M&A, the game ain't over (and believe me, M&A is a game fraught with pitfall-after-pitfall and is not for the inexperienced).  After the deal closes, much of the "fun" has just begun -- specifically with respect to the escrow fund that inevitably is part of your deal.

You see, virtually all M&A deals build in an escrow into the deal.  An "escrow" is a certain percentage of the actual purchase price (typically 15-25%) that is held back at closing as a fund to pay out certain claims that pertain to risks defined in the M&A purchase agreement (risks identified in the agreement's myriad of representations, warranties, and indemnifications).  That means that, let's say your company is acquired for $50 million, if your escrow is 20%, then only $40 million is paid to the acquired company at closing.  And, post-closing, the "game" is for the acquiring company to do everything it can to NEVER pay out that remaining $10 million (by closely and frequently aggressively scrutinizing every angle defined in the purchase agreement).  So, for you entrepreneurs, you should assume that your actual sale price is $40 million in that example -- essentially a purchase price reduction -- and that you are a very fortunate person if you ever see anything back from that held-back $10 million (EXTREMELY fortunate if you see the full $10 million).  Think of it as a bonus.  Really.

Why?  Because a full 67% of M&A deals see post-closing claims made by the acquiring company against the escrow.  In other words, 2/3 of all acquirers have succeeded in achieving a reduction of their purported purchase price.

This is a case most definitely of "seller beware!"  And, this demonstrates the great value to you being represented by a dealmaker steeped in experience in "playing the game."

Rabu, 24 April 2013

Q4 2013 -- Apple's iTV Finally Launches?

Apple announced its latest quarterly earnings just yesterday.  And, it was eye-opening.  Not unexpectedly, Apple's Red Bull-fueled earnings & profits have fallen back to Earth.  Apple appears to be "human" after all.

And, that clearly doesn't sit well with CEO Tim Cook, who certainly is feeling the heat to reverse the company's significant stock slide.  After all, the company now only has $145 billion in cash!  In today's earnings call, Cook confessed that "decline in stock price has been very frustrating to all of us."

So, what's a Cook to do in the kitchen to reverse the slide?

Here's a tantalizing ingredient to which Cook referred in his earnings call.  In his words, "The key to Apple's strength is creating innovative products, and that is always in Apple's control."  One more hint. Cook focused on Q4 in terms of timing, saying "I don't want to be more specific, but we've got some really great stuff coming in the fall and across all of 2014."  Elsewhere in his call, he also seemed to be moving past this summer and focused on the "fall."

Hmm, what could this be?

Well, it can't simply be new versions of existing products.  Yes, there will be a major upgrade to the iPhone at some point.  But, that won't be enough to energize the Apple faithful.  What the masses (including me) crave is product "disruption" -- an entirely new product.  Of course this could be the current mass media darling "smart watch."  Timing for such an announcement (yes, I'll be playing here all week) feels about right.

But, it could be something even more revolutionary in my view -- and that is the long-anticipated "iTV" -- Apple's foray into its next major and inevitable frontier -- i.e., the big (very big) screen that rests on your wall in your living room.  I have anticipated this move for years -- well before (yes, I'll take credit) virtually all other pundits jumped on the belief train.

Make no mistake.  The ghost of Steve Jobs absolutely positively wants to sit next to you on your living room couch.  And, believe me, you will pay for the honor to have an immaculate new multi-media "experience" within the four walls of your home.  It's not just TV.  It will be full immersion -- and seamless integration of hardware with content and services.

What continues to hold up this inevitable disruptive product launch?  Content, that's what.  Major media has, thus far, refused to play ball with Apple when it comes to licensing the television programming Apple needs to make the iTV the most impactful experience it can be.  Particularly critical is live sports like ESPN.  This ain't the days of the iPod and iTunes when Steve Jobs took advantage of major media's "deer in headlights" state-of-mind as music moguls faced the daily onslaught of piracy (Kazaa anyone?) that hastened the demise of the traditional music business.   (As an aside, I continue to find it fascinating that Kazaa's founders have now been long considered to be "traditional" media players and are adored by that same major media that swore vengeance "Game of Thrones"-style back in the day!).

So, Cook is either alluding to Apple's new "iWatch" or -- hopefully -- Apple's long-overdue disruptive "iTV."

If not Fall 2013, iTV absolutely will launch in 2014.  Apple cannot wait any longer than that to quell the masses who long for product innovation blood.  As an Apple shareholder (don't worry, a tiny one), but more importantly as an avid consumer of disruptive products, I certainly hope it is later this year ....

Senin, 22 April 2013

My 25th Harvard Law Reunion -- An Excellent Adventure in Boston

My last post on Friday was from 30,000 feet -- on my way to my 25th year Harvard Law reunion -- from San Diego.  While in the air (literally) -- and due to the crazy circumstances in Boston last week (including the man-hunt all day Friday) -- I received an official notice from Harvard announcing that the official reunion was cancelled.  Completely.

And, so began my wild ride.

Yes, I was disappointed upon receiving the news via wi-fi.  At the same time, I knew that those I most wanted to see -- my die-hard group from Class of 1988 (which includes Michelle Obama, by the way) -- would be undaunted.  They would show.  We would gather.  We would find a place where we could catch up, exchange stories, laugh.

I arrived at Boston's airport at 6 pm Friday -- at a time when the city was still in complete lock-down.  Eerie.  I was first in the cab line -- and breezed into Cambridge (the bombers' home), as very few were on the road.  The electronic highway signs we whizzed pass announced the lock-down -- instructing us to stay indoors.  Bizarre.

My "gang" soon gathered in the hotel bar -- and so the reminiscing began (actually many had begun hours earlier in that same place, with no place else to go, since all restaurants and bars had been shut down all day).  We prepared to hole up in that watering hole until the "green light" was given.  And, soon after it was.  At about 7:30 the lock-down was lifted -- and we learned that our desired destination would soon open on a limited basis.  So we went.  And, so did what seemed to be much of Cambridge.

In that place, TV screens were on.  And, in a very short period of time, we could see -- live, on the air -- that they had captured the second suspect.  Spontaneous applause burst out at the sight.  Unforgettable.  Boston became a city of brotherhood and sisterhood at that moment -- an incredible shared experience.

From that point forward, the reunion followed our gang's memorable script.  Continued meandering in Cambridge until 2 am Saturday morning.  Our Saturday morning hoops game (yes, we continue to play), where only 2 of us 11 were injured.  At about that time, we also received a notification from Harvard announcing that the official Saturday night reunion dinner was back on -- albeit in an abridged format.

And, so it went.  No, Michelle Obama did not show up.  But, my long-time (but not long-lost) friends did.  Amazing friends.  Incredibly talented.  Of the highest quality in every respect.  There is something very special about our Class of 1988.  At our official reunion dinner -- which we shared with those celebrating their 5, 10, 15, 20 and 30th reunions -- our Class out-number every one of those by at least a factor of 5.  When announced, our Class erupted with spirit.  Our Harvard Law Dean -- Martha Minnow -- took notice.  She recognized that as well, since she taught us at the time.





Another one for the ages.

Classic.




I toast my friends once again.

Jumat, 19 April 2013

I Picked a Great Day to Fly to Boston!

Wow -- crazy times in Boston as we speak.  City is on lock-down, as you all know.

I sit here at the San Diego airport -- awaiting my flight to Boston.

Why Boston today?  It is my 25th Harvard Law reunion this weekend -- one that my long-time friends and I have been looking forward to for months and months.  Earlier this morning, I received a notification from Harvard indicating that all reunion activities for today were cancelled -- which isn't surprising since that much of the police activity was taking place in Cambridge (where apparently the suspects lived).

So, here I sit.  Ready to see my long-time friends.  Hope to see my long-time friends.  Plan to have a drink or to and catch-up on all.

(As an aside, one of my classmates in the HLS class of 1988 was First Lady Michelle Obama -- then Michelle Robinson; my understanding was that she had planned to attend this big one; I would guess that any such plans are long gone).

Senin, 15 April 2013

Coachella Day 3 -- REVIEW

It's a wrap folks on weekend 1 of Coachella 2013.

Yesterday -- day 3 -- we took a break pool-side at the new Wynn Encore party at the Renaissance Hotel.  I'd pass on that for next year.

Once we did hit the polo grounds, for the first time, I intentionally stayed away from the Sahara tent to watch bands only -- including The Lumineers (they played as you would expect them to play, in front of a massive crowd on the Main stage); Social Distortion (quintessential SoCal band that played to rockers -- many who continue to rock well into their middle age -- thrashing set, but didn't play "Ball and Chain" -- really?); Tame Impala (excellent set on the Outdoor stage -- these Beatles-esque psychedelic guys are the real deal); and finally Vampire Weekend on the Main stage (one of my favorite bands -- a key reason why I stayed virtually until the very end of weekend 1 -- keeping the crowds dancing).  By the end of Vampire Weekend, I was toast -- no Chili Peppers for me.  And the swarms of LA model types made even the VIP section unbearable after my Coachella 2013 endurance test.

And, the verdict?  Weather -- outstanding (although by late afternoon yesterday -- day 3 -- windstorms hit hard and dust filled our eyes).  Venue -- amazing, including the tremendous artwork all over and the new massive Sahara stage (which stole the show, as I mentioned yesterday).  Line-up -- DJs won this round hands-down for me -- difficult for bands to compete against Sahara.  Nonetheless, with the exception of the disappointing headliners, the depth of the overall line-up once again was impressive.

As I sit here bleary-eyed from dust Monday morning, I feel the same way I did at the end of last year -- saying to myself that Coachella 2013 may be my last.

But, then, Coachella 2014 tix will go on sale, and, once again, they will pull me back in.

Minggu, 14 April 2013

Coachella Day 2 -- REVIEW -- Sahara Is the New Main Stage

Day 2's line-up at Coachella 2013 was the weakest of the three days in my view -- Phoenix as the headliner?  Really?

Yes, there were some excellent sets -- Yeasayer, for one on the Outdoor Stage.  Saw them at Coachella a few years back.  Saw them at SS Coachella on the high seas this past December.  Quirky.  Odd.  Fun.

But, the big story this year is not any single band or artist -- it is the new massively super-sized Sahara "tent."  This is where all the DJs spin.  And, this is where ALL the action is happening this year.  Make no mistake -- Sahara is the main stage this year.  The former "Main" stage simply can't compete.

Sahara is not so much a tent.  It is a massive semi-circular airplane hangar (actually more like a hangar for a blimp -- it is that big -- see the picture on the left for a sense of how massive it is).  Sahara wasn't just packed in the night -- the madness began in mid-afternoon.  And, "packed" isn't even the right word.  Even with its new scale, Sahara overflowed.  With bodies.  With energy.  

This picture below gives you at least a sense of the sensory assault experienced in the Sahara -- a multi-media blitzkrieg.  Can't explain it.  Must simply be experienced.  Massive screens in the front.  Massive video cubes on the ceiling.  And, sound literally emanating from every direction -- and that means big bass.  All the time.  Absolutely hypnotic.  

We ventured in mid-day -- and spent much of the day and night inside.  That was not our plan.  And, I doubt it was the plan of others.  But, nothing else could compete with that experience.  It really is that simple.

And, the surprise winning DJ of the night?  Moby.  Yes, that Moby!  Came back with a vengeance last night.  Who knew he still had it in him.

2013.  The year of the DJ.  The year of Sahara.
Maybe that's why the headliners this year are so weak.  Maybe some of the usual suspects realized that they wouldn't be able to compete.


Sabtu, 13 April 2013

Coachella Day 1 -- A REVIEW

Day 1 of Coachella 2013 is in the books -- ah, the best laid plans.  I had mapped out my full day of bands in advance -- only to have those plans completely disrupted by the serendipity that is Coachella.  And, which is part of the whole point anyhow.

I spent much more time in the new massively larger Sahara (dance) tent.  I was on-stage at Metric's set (that is the hilarious picture at the left which my wife caught back home while streaming the event live 100 miles away -- that is my head, with the sunglasses, to the left and behind lead singer Emily Haines before she took the stage!).  And, somehow, I completely missed (inadvertently) Alt-j's set, the band I most wanted to see.

The crowds seemed bigger -- the lines were longer -- but, on day 1, Coachella did not disappoint (although the evening's headliner, The Stone Roses, played to the smallest main stage crowd I have ever seen ... which did not surprise me in the least).

Here is what I DID see on day 1 -- Youth Lagoon (about what I expected to see), Thomas Gold (great),  Metric (one of my favorite bands and I was on stage, so you can imagine how great that was), Of Monsters and Men (I saw only a snippet, and that was plenty -- I mean, how much Icelandic rock can one really take?), Local Natives (one song was enough -- too mellow), Beach House (love the band, but there is no point seeing them live -- just stream their music home and turn out the lights -- that's what their set was like -- snooze-fest), Wolfgang Gartner (great dance set in Sahara), and Foals (another excellent set).

What's in store for day 2?  This is a much weaker line-up then yesterday -- and it too likely will be disrupted by spur of the moment events -- but here is my plan:

-- Bat for Lashes
-- Dropkick Murphys
-- Major Lazer
-- Yeasayer
-- Grizzly Bear
-- New Order

NONE of these are "must see" bands -- so who knows where the day will take me.  But, I do know this -- the day will take me back to Indio's famous polo grounds -- and the crowds trampling them in the 95 degree heat.  After all, that is what Coachella is all about!

Jumat, 12 April 2013

Off to Coachella Day 1 -- My Line-Up

Am off in 10 minutes to drive to Indio from San Diego -- taking the back route over the mountains -- listening to my Coachella 2013 mix "tape."

Here is my personal set list for today's bands that I will experience:

-- The Neighbourhood -- 1:25-2:05
-- Youth Lagoon -- 2-2:45 pm
-- Metric -- 4:45-5:35 (don't worry, will watch music in between too)
-- Alt-J -- 5:20-6:05
-- Of Monsters and Men -- 5:45-6:35
-- Local Natives -- 7-7:50
-- Beach House -- 8:15-9:05
-- Yeah Yeah Yeahs -- 8:40-9:30
-- Band of Horses -- 9:30-10:20
-- Purity Ring -- 9:40-10:30
-- The Stone Roses -- 11:40-12:50 am
-- Tegan and Sara -- 12 midnight-12:55

For those of you keeping score, that's 12 straight hours of music in the blazing heat of Indio.

Endurance test?  Absolutely!

Amazing?  All I can say is that you MUST experience it.

Bring it on Coachella!

Selasa, 09 April 2013

"Pete's Picks" -- "Must Hear" Music of the Week

Here's installment 3 of "Pete's Picks" -- "must hear" new music via the ears of the Csathy music discovery engine:

(1) Band -- Tame Impala.  Song -- "Elephant " -- (if the Beatles were making music today, this is what it would sound like)

(2) Band -- The Mowgli's.  Song -- "San Francisco" -- (who's the lead singer?  The entire band, that's who!)

(3) Band -- Cold War Kids.  Song -- "Miracle Mile" -- (while we all await Arcade Fire's next album -- due out later this year -- this is the next best thing).

(4) Band -- Caveman.  Album -- "Caveman" -- (if you like textural rock, this band is for you -- listen to the entire new album -- you'll be glad you did).

Am off to Coachella on Friday -- with the exception of the headliners (that I still don't "get"), it is yet another amazing line-up of bands.  And, after last year's 107 degree average all weekend (I went to weekend #2 last year), this coming weekend is only expected to be 95-100 degrees.  Downright chilly!

Senin, 08 April 2013

Introducing New Sorenson Squeeze 9 -- 1st Major Upgrade in 1.5 Years

Today is a big day here at Sorenson Media -- and, we hope, for our customers.

Today marks the launch of new "Squeeze 9" -- our first major "point" release in nearly 1.5 years.  A lot of creativity and good old-fashioned blood, sweat and, yes, even perhaps some tears went into this one.  But, its inspiration -- and the overall new features and significant improvements -- came directly from our customers and their feedback over the past several months (which bubbled up via numerous channels, including our technical support team, sales team, proactive development outreach, user forums, conferences, briefings, press reviews and "bake offs," analyst and press calls, etc. -- you get the drill).  The point is this -- the significant enhancements to Squeeze 9 were not developed in a vacuum.  And, hopefully that shows.

Over the years, Squeeze has been the go-to video encoder/transcoder for video professionals everywhere.  It is the most award-winning product in its class -- winning 6 consecutive coveted Streaming Media "Readers' Choice" awards.  In new Squeeze 9, our over-arching goal is to streamline the video professional's overall workflow.  To simplify.  To take-away encoding/transcoding pain points.  To make encoding/transcoding as invisible as possible so that our customers can get back to what matters most -- their craft of creating and distributing the most powerful, beautiful and impactful videos possible.

That is Squeeze 9's central theme.  So, how did we do it?  Here are some of Squeeze 9's headline features (and here is the official press release for added detail):

(1) A significantly streamlined, enhanced, and aesthetically pleasing overall UI and UX -- in fact, Squeeze 9 marks the first significant enhancements in this regard since Squeeze 6 over 3 years ago; BUT, importantly, we did not make changes simply for "change" sake; nor did we overhaul the user experience/workflow that our long-time users have come to love.  Rather, the UI's fundamental structure has remained intact -- it is the execution of those elements that is different.  That means the color palette is more pleasing.  That means that the UX is more intuitive.  It is clearer.  We made these changes based on extensive usability testing and customer feedback.  And, it seems like we got it right. Every single press briefing in advance of this launch reacted extremely favorably during live demos;

(2) New industry-first HTML5 optimized encoding to simplify multi-screen video.  One HTML5 preset creates a single "squeezed" file that plays nicely, natively and intelligently in all major browsers.  All of them.  That means no more worries about iOS devices not playing nicely with Flash files, among other things.  Again, this innovative significant feature was received extremely favorably in essentially all of our pre-launch press briefings and demos;

(3) Higher quality -- yes!  Always a priority here for me and my team.  We are (and always have been) known as being the best -- and we fully demand from ourselves that we retain that title.  And, our users tell us that they can never have enough quality.  So, we have now integrated new and better codec packs -- for H.264 and AVCHD 2.0 video -- we also have more optimized presets (encoding recipes) than ever before;

(4) Faster speed.  Much!  Our customers -- and video professionals in general -- can never have enough speed.  After all, it ain't fun watching your workstation be tied up with encoding/transcoding when, instead, you could be creating great video (and billing out for your creative services).  That's why being the fastest desktop software encoder is a top priority for us.  So, Squeeze 9 is over 2X faster on average than Squeeze 8.  And, according to outside industry expert Jan Ozer -- and his independent testing -- our encode times already were up to 6X faster than competitor products.  That was even before further speed enhancements in Squeeze 9 (including integration of more efficient codecs);

(5) Closed captioning -- by popular demand.  Our customers wanted it -- especially our broadcasting customers who absolutely need it.  It is mandatory at this point.  So, we have it -- integrated seamlessly into the overall workflow;

(6) New video stitching -- yet another critical requested feature.  Now, Squeeze 9 enables users to easily add pre- and/or post-roll video to create a single stitched file; think about the marketing benefits here for the video professional.  Now, as one use case, a branding pre-roll can be added at the front of the job;

(7) Better time-code options -- this too was important to many of our users.  Among other things, now users can take full advantage of time codes from source files;

(8) Enhanced "Review & Approval" -- this is a feature that is a feature unique to Squeeze -- and which has become a central feature that customers have come to know and love.  Now, this functionality is even snappier -- with lots of improvements under-the-hood.  And, as always, an integrated Sorenson 360 account -- and 5 GB of storage -- come free of charge as part of the overall Squeeze 9 purchase price.

Lots lots more too.  But, you get the gist.

And, we hope you agree that it is a helluva "gist" ...

VIDEO -- NEW Sorenson Squeeze 9 -- Video Encoding. Decoded.

Video Encoding. Decoded.

Jumat, 05 April 2013

FM3 -- Not Just a Music Festival -- An Experience ...

Long-time readers know that I have a passion for music.  I certainly write frequently about new music and festivals in this blog.

"FM3" is a unique new major music festival -- sounds like more of an "experience" -- that is in development now for launch Fall 2014.  Details are light at this point, but check out FM3's Twitter feed here.

Selasa, 02 April 2013

Aereo Explained -- Why The Court Rejected the Broadcasters' Efforts to Shut It Down

Yesterday, a U.S. Court of Appeals rejected major broadcasters' efforts to shut down Aereo, Barry Diller's controversial upstart that uses mini-antennas in individual homes to capture local broadcast TV and enable its customers to stream those signals over the Internet for a monthly fee (but with no separate licensing payment to those broadcasters).

As I wrote yesterday, the Court's refusal to enjoin Aereo marks a significant win for the company, although its legal battle with major broadcasters is far from over.  An attempt to prevail on a preliminary injunction is just one phase of litigation -- and you can bet this litigation will continue.  However, and importantly, in rejecting the preliminary injunction (the full opinion of which is here), both the U.S. Court of Appeals and the lower federal court (i.e., the original court in which the case was brought) concluded that the broadcasters were "unlikely to prevail on the merits."  So, this does not bode well for the broadcaster plaintiffs as they continue onward.

How did both U.S. federal courts reach this decision (since news stories about it rarely explain why, they simply lay out the factual outcome)?

Interestingly, they relied upon a prior ruling (precedent) that involved -- and benefited -- at least one of the parties (major cable company, Cablevision) that sought to shut it (Aereo) down.  To terminate it.  Ironic, huh?

The earlier case -- Cartoon Network LP, LLLP v. CSC Holdings, Inc. (i.e., the earlier "Cablevision" case) -- centered around Cablevision's hopes to offer its customers DVR (recording) services directly via their cable set-top box, something that is commonplace today.  In that ruling, the same Court of Appeals similarly rejected claims of copyright infringement by major broadcasters and other media companies.  More specifically, the Court found that Cablevision's remote DVR set-top box did not infringe either the copyright owners' reproduction rights or public performance rights.

In this Aereo case, the same Court of Appeals relied primarily upon this earlier Cablevision ruling and found that Aereo's service was factually analogous to Cablevision's stand-alone DVR service.

One of the most interesting aspects of this case is the fact that Cablevision -- the winner in that earlier case which upheld the legitimacy of its DVR service -- joined the broadcasters and copyright owners in this case seeking to stop Aereo from selling its services.  Cablevision filed what is known as an "amicus curiae" brief (which literally means "friend of the court").

The end result is that Aereo now has a major spring in its step as it expands it services beyond New York City and across the U.S.  And, other digital media upstarts now have more precedent in their favor as they seek to disrupt the status quo and long-established business models via new technology.

Senin, 01 April 2013

Aereo NOT Grounded -- BREAKING NEWS

Major breaking news in a closely-watched case involving online video.

Aereo -- Barry Diller's highly controversial online video company -- just won a significant battle against major broadcasters.  The Second Circuit Court of Appeals just rejected a plea to enjoin Aereo's services by Fox, CBS, NBC and 14 others.

That means that Aereo can -- for the time being at least -- continue on its quest to deliver local TV signals online via mini antennas used in customer homes (and, this is the critical part, without negotiating separate content licenses from those broadcasters).

Make no mistake -- this is a big deal.