Endeavor’s IPO filing revealed more details of its acquisition of Frieze.
Frieze New York 2018. Photo by Mark Blower. Courtesy of Mark Blower/Frieze.
In 2016, it was announced that the entertainment company now known as Endeavor had purchased a stake in the art fair, media and event company Frieze—but few details on the deal were revealed. At the time, neither the size of the stake acquired nor the price paid for it was clarified. In the years since, the cash infusion from Endeavor, the Los Angeles behemoth run by Ari Emanuel—which owns Ultimate Fighting Championship, Miss Universe, New York Fashion Week, and the sports agency IMG, among other entertainment entities—has spurred the expansion of the Frieze fair empire, with its L.A. edition debuting in February and the fair’s New York edition expanding its programming.
But now that Endeavor is looking to raise $100 million by filing an initial public offering on the New York Stock Exchange, some details about the 2016 deal were revealed in documents provided to the Securities and Exchange Commission.
Some key findings from the document:
- In April 2016, Endeavor took over 70% of Frieze’s offshore holding company, Denmark Street Limited. This includes the publications Frieze Magazine, Frieze d/e, Frieze Masters Magazine, and Frieze Week; the art fairs Frieze London, Frieze New York, and Frieze Masters; and the educational enterprise Frieze Academy.
- In a separate April 2016 acquisition, Endeavor bought 100% of the shares of the St. Louis-based marketing firm Fusion. The combined price for Frieze and Fusion was $89.3 million. It is unclear how that sum was divided between the two companies. Fusion had 95 employees at the time between offices in St. Louis and Dallas; Frieze at the time had headquarters in London while maintaining full offices in New York and Berlin.
- The purchase was made possible by massive infusions to Endeavor’s war chest in 2016: $374.3 million of net borrowings and $592.4 million of contributions from equity investors.
- At the end of 2016, the consolidated revenue for Frieze and Fusion was $106 million, and the net income was $3.6 million. Again, we don’t know how those figures break down between the two entities.
- The sellers, Frieze founders Amanda Sharp and Matthew Slotover, own just 30% of the art fair and publication empire—a fact that is somewhat at odds with statements from Frieze brass saying that “Matthew and Amanda remain in control of the company.” Furthermore, they have a put option to sell their remaining shares to Endeavor at the end of fiscal year 2020. They can also sell the shares if they are fired; Sharp and Slotover are still currently employed by the company.
- When 2020 arrives (or in the event they are fired) the payout offered to Slotover and Sharp will be the prior year’s earnings before interest, tax, depreciation, and amortization (EBITDA)—then multiplied by 7.5. For example, the EBITDA for 2017 was $2.18 million, and the EBITDA for 2018 was $2.12 million. This means the put and call option would be priced at $16.4 million if it were after 2017, and $15.9 million if it were after 2018.
- It’s worth noting that the 2017 and 2018 EBITDA figures are slightly below the $3.6 million net income of 2016, though that figure includes interest, taxes, depreciation, and amortization, which would amount to a slight downtick if removed.
- Even when combined with the Fusion revenue, such figures amount to a tiny piece of the pie within the Endeavor empire. Overall, the company took in $3.6 billion in revenue in 2018, with $231 million in profits.
In a letter that opens the filing, Emanuel acknowledged the changing state of culture and the need to diversify holdings across platforms, including art fairs. He said:
Content is no longer defined solely by the traditional categories on which our businesses were founded. Television, movies and live events have been joined by others including podcasts, experiences, social media, multiplayer video games and esports. Wherever you are in the world and whatever way you define content, Endeavor is likely playing a role.