Greif & Co.’s assignment was to: (i) analyze Vivendi Entertainment, including acid-testing its projections, identifying and assessing operating synergies―both revenue-enhancing and cost-saving―in combination with Gaiam Americas; (ii) manage the due diligence process; (iii) negotiate the letter of intent and definitive purchase agreement; and (iv) raise the requisite acquisition financing to enable Gaiam to complete the acquisition. Greif & Co. devised the bidding and negotiation strategy and conducted the negotiations with UMG. Simultaneously, Greif & Co. prepared a private placement memorandum and approached prospective debt financing sources to refinance Gaiam’s existing credit facility and raise additional growth capital.

Greif & Co. identified that a substantial portion of the value of Vivendi Entertainment to Gaiam lay in its distribution agreements. To enable Gaiam to maximize its after-tax cash flow, Greif & Co. structured the transaction as an asset purchase with an assignment of the contracts to the buyer. Greif & Co. also negotiated a unique “payment plan,” with 40% of the purchase price paid by Gaiam at the close, with the balance in the form of a short-term promissory note to be repaid as Gaiam collected accounts receivable from Vivendi Entertainment’s distribution agreements.

Gaiam emerged as the successful bidder even though its purchase price―under Greif & Co.’s counsel―was 15% less than what Gaiam had submitted to UMG as an indication of interest prior to retaining Greif & Co. as its financial advisor.  Greif & Co. also succeeded in obtaining financing from PNC Business Credit, which facilitated both the acquisition and Gaiam’s ongoing business operations.  Finally, Greif & Co. was subsequently retained by Gaiam to orchestrate the sale of Gaiam’s combined Gaiam Vivendi Entertainment subsidiary at a handsome profit―after the two businesses had been fully integrated and earnings-increasing operating synergies achieved.  Greif & Co. arranged the sale of the division to Cinedigm in a transaction that transformed Cinedigm into the largest digital and physical distributor of independent, premium branded entertainment content worldwide.