Bollywood meets Hollywood with marriage of Eros and STX

Indian movie producer Eros International Plc is merging with privately-held U.S. filmmaker STX Entertainment in an all-stock deal that brings together Bollywood and Hollywood.

The combined company, to be known as Eros STX Global Corp., will be publicly traded and have a valuation of more than $1 billion, including debt, according to people familiar with the details, who asked not to be identified as the matter is private. Eros's New York-listed stock jumped as much as 77%, and closed a $3.05 in New York.

It's a rare deal in a mergers and acquisitions market that's all but seized up as executives and investors grapple with the fallout from the pandemic.

Although discussions began six months ago, final terms were hammered out in recent weeks over conference calls, with part of the Eros deal team dialing in from India. The transaction was signed virtually by an exchange of signature pages between lawyers, the people said. Eros founder Kishore Lulla said his long-standing relationship and trust in his STX counterpart Robert Simonds, for whom his daughter was once an intern, was key to getting a deal completed under unusual circumstances.

Ultimately, the pandemic underscored the importance of the deal.

"I was always a believer that technology is going to change the studio model and everything is going to shift to digital," said Lulla, who will be co-chairman alongside Simonds. "Covid escalated that digital model."

In the last four to six weeks, the amount of time users spend on the platform jumped between 50% and 200%, Lulla said.

Bigger Footprint

But both companies have had their struggles over the years, and it's too early to tell much the combination will resolve them. STX has failed to find much of a winning formula at the box office, with modest recent performers like "Brahms: The Boy 2" and "The Gentlemen." Eros, meanwhile, has become the target of short sellers who published reports on accounting irregularities. When the company posted a surge in revenue from the UAE in 2015, it was vague about the reasons, rankling investors.

Joining forces will give the two independent companies more heft to compete with bigger studios as trends sweeping Hollywood have made it hard for smaller players to gain scale. Between Comcast Corp.'s Universal Pictures, the combination of Walt Disney Co. and Fox Corp.'s film companies, and AT&T Inc.'s acquisition of Time Warner Inc., a trio of studios now own and produce many of the most well-known blockbuster movie franchises, including the Marvel superhero universe and DC Comics. The result is a small group of big films increasingly dominating the box office.

The deal will give the company a bigger geographical footprint.

"My personal dream was always to be an important premium content provider globally in the markets that actually matter - US, India and China - and this combination is all three of those," said Simonds, who will become chief executive officer of the company.

STX films include comedian Amy Schumer's "I Feel Pretty" and Jennifer Lopez's "Hustlers" . The combined company expects to release 40 feature-length films this year, as well as content for services such as Netflix, Hulu and Amazon.

The combined company will have $600 million in pro forma revenue for 2019 and $300 million of "highly predictable" future revenue from STX films that have already been released. There will be about $50 million in operating synergies.

The company will be domiciled in the Isle of Man with joint headquarters in Maharashtra, India and Burbank, California.

The deal comes less than two years after STX, which is backed by internet giant Tencent Holdings Ltd., shelved its IPO plans.

STX's backers TPG, Hony Capital and Liberty Global will provide some equity for the deal. The company will also have a $350 million credit facility led by JPMorgan Chase & Co.

Citigroup advised Eros on the deal, while Gibson, Dunn & Crutcher provided legal advice. STX was advised by PJT Partners, with Kirkland & Ellis its legal adviser.