ITV Regulatory News (ITV)

7 May 2014

ITV acquires Leftfield Entertainment Group to become the largest unscripted independent producer in the US

ITV plc today announced that it has agreed to acquire a controlling interest in Leftfield Entertainment Group from its founder and CEO Brent Montgomery. This acquisition, which has already gained regulatory approval, makes ITV Studios US Group the largest unscripted independent producer in the US and will be earnings enhancing from day one.

Leftfield is a fast growing US independent producer of reality programmes who sold its first series in 2008. Leftfield also owns Sirens Media and has established two joint ventures - Loud Television and Outpost Entertainment. Together these businesses produce more than 300 hours of unscripted programming for over 30 US networks. The portfolio includes Pawn Stars, Counting Cars, American Restoration and Real Housewives of New Jersey.

ITV will make an initial cash payment of $360m for 80% of Leftfield, with further potential payments dependent upon Leftfield's continued delivery of significant profit growth.

Leftfield delivered $38m of EBITDA on a proforma basis in 2013 and ITV expects it to continue to deliver strong growth at a high margin into 2014 and beyond as the benefit of its acquisition of Sirens and its new joint ventures start to come through.

There are put and call options in place to buy the remaining 20% of Leftfield, under which a call can be exercised 3 years after the initial deal and a put and call at the end of year 5. The total maximum consideration for 100% of Leftfield is $800m, including the initial payment. This would only be paid if Leftfield delivers average EBITDA of at least $130m per annum between years 3 and 5.

The acquisition of Leftfield represents considerable progress in ITV's strategy of building a strong international content business, particularly in the US. It gives ITV Studios a significant presence on both the east and west coasts and strengthens and complements our existing creative capability.

Brent Montgomery will remain CEO of Leftfield Entertainment Group under ITV's ownership.

Adam Crozier, Chief Executive of ITV plc, said:

"Leftfield is a fantastic success story, rapidly growing from a single pilot to become one of the biggest indies in the US.

"The team has combined creativity with strong production expertise, with over 70% of the business coming from returning series and a pipeline of new ideas coming through in 2014 and into 2015 that is really encouraging.

"We are delighted that Brent and the team are joining ITV in what represents a significant addition to ITV Studios as we continue to build our global content business over the long term."

Brent Montgomery, Chief Executive Officer of Leftfield Entertainment Group, said:

 "This is an incredibly exciting time at Leftfield, as our agreement with ITV marks a major milestone in the company's evolution and I am looking forward to working with them for the next five years and beyond. Two decades into the explosion of unscripted television, our business is changing more rapidly than ever. We're confident that, together with our new partners at ITV, we will continue to deliver breakthrough programming for buyers around the world."

ENDS

Investor Relations Contacts:

Pippa Foulds 0207 157 6555 or 07778 031 097

Press Contacts:

Mary Fagan 07736 786 448

Mike Large 0207 157 3021 or 07768 261 528

Notes to Editors:

1. Leftfield Entertainment was formed in 2013 when Leftfield Pictures acquired Sirens Media.

2. Leftfield's successes include Pawn Stars, History's number one show worldwide, which has had 394 episodes commissioned to date. It has also travelled internationally to Australia and South Africa, as well as Britain where it was History UK's highest ever rated original premiere.

3. Other successful series include History's Counting Cars and American Restoration, and Real Housewives of New Jersey, the second highest rated show ever on Bravo.

4. 2013 unaudited proforma EBITDA reflects the full year impact of the acquisition of Sirens Media on 20th March 2013 and has been adjusted for acquisition related and start up costs.

5. The gross assets of Leftfield at 31st December 2013 were $116m.