ZelnickMedia Close To Making Acquisition
May 14 14
ZelnickMedia LLC (ZelnickMedia Corp.) is planning to make an acquisition. The company is reportedly close to making a video-content acquisition. Chief Executive Officer, Strauss Zelnick told Bloomberg in an interview, “Stay tuned, within the next month we expect to acquire another content business.” The official however, did not specify any target, and said that said there is an “opportunity” with short-form video content, citing the different formats that consumers use. He added, “We can tell a story in 3 minutes. We can tell a story in 6 minutes. But that doesn’t rule out longer-form content -- Netflix is living proof of that.”
Take-Two Interactive Software, Inc. Enters into Management Agreement with ZelnickMedia Corporation
Mar 10 14
Take-Two Interactive Software Inc. entered into a Management Agreement, dated as of March 10, 2014 with ZelnickMedia Corporation. The Management Agreement will become effective as of April 1, 2014. The Board of Directors of the Company has unanimously approved the Company's entry into the Management Agreement. Under the terms of the Management Agreement, ZelnickMedia will continue to provide financial and management consulting services to the Company pursuant to the existing Management Agreement, dated as of May 20, 2011, by and between ZelnickMedia and the Company (as amended, the 2011 Agreement) until the Management Agreement becomes effective. Once effective, the Management Agreement will supersede and replace the 2011 Agreement, except as otherwise contemplated in the Management Agreement. The Management Agreement provides for a term through March 31, 2019, unless earlier terminated in accordance with its terms. Under the Management Agreement, ZelnickMedia will continue to provide certain individuals as it deems appropriate for the performance of the Management Agreement, provided that ZelnickMedia has agreed to make available the following individuals to provide the described services: (i) Strauss Zelnick will serve as Executive Chairman of the Board and Chief Executive Officer (CEO) of the Company, (ii) Karl Slatoff will serve as the Company's President, and (iii) other ZelnickMedia personnel as appropriate will provide services to the Company on a project-by-project, as needed basis. If Mr. Zelnick or any other employee of ZelnickMedia acting in an executive capacity for the Company pursuant to the Management Agreement is unable or unavailable to serve in such capacity (other than due to a termination by the Company without Cause or resignation by such person for Good Reason (as such terms are defined in such person's employment or consulting agreement with the Company or, in the case of Mr. Zelnick, in the Management Agreement)), and ZelnickMedia is unable to provide a qualified individual within a reasonable period of time to serve in such capacity who is reasonably satisfactory to the Board, then the Company may fill such position with a person not affiliated with ZelnickMedia and deduct the costs of such person's compensation from ZelnickMedia's compensation under the Management Agreement (with such deduction limited to no more than 60% of the aggregate cash and equity compensation payable to ZelnickMedia if such person replaces Mr. Zelnick and no more than 40% of the aggregate cash and equity compensation payable to ZelnickMedia if such person replaces Mr. Slatoff).Commencing as of the Effective Date, the Company will pay ZelnickMedia a monthly management fee equal to $247,500 per month in each year during the term of the Management Agreement. The management fee will not be increased or decreased during the term of the Management Agreement. In addition to the monthly management fee, ZelnickMedia will receive an annual bonus, subject to the achievement by the Company of certain performance thresholds, in respect of each of the five fiscal years ending March 31, 2015, 2016, 2017, 2018 and 2019. For each fiscal year, the annual bonus opportunity amount ranges from $0 (at 80% of the Target, as defined in the Management Agreement) to $4,752,000 (at 150% of the Target or greater). The annual bonus opportunity amounts will not be increased or decreased during the term of the Management Agreement. ZelnickMedia will remain entitled to receive an annual bonus with respect to the fiscal year ending March 31, 2014 pursuant to the 2011 Agreement. If the Management Agreement is terminated by the Company without Cause (as defined in the Management Agreement) or by ZelnickMedia for Good Reason (as defined in the Management Agreement) (whether before or after a Change in Control (as defined in the Management Agreement)), ZelnickMedia is entitled to be paid on the date of termination an amount equal to the sum of (i) the earned but unpaid portion of the management fee, (ii) any accrued but unpaid annual bonus for a completed fiscal year and (ii) three times the sum of the per annum management fee plus the Target bonus amount. Under the Management Agreement, no more than 60% of the aggregate compensation payable to ZelnickMedia under the Management Agreement (whether in the form of the management fee, the annual bonus or the restricted unit awards) shall be received by or conveyed to Mr. Zelnick (or such other employee of ZelnickMedia that serves as Executive Chairman and CEO of the Company) and no more than 40% of such aggregate compensation shall be received by or conveyed to Mr. Slatoff (or such other employee of ZelnickMedia that serves as the President of the Company). Under the Management Agreement, ZelnickMedia will be entitled to the reimbursement of reasonable out-of-pocket expenses in connection with the Management Agreement and the rendering of services thereunder.