Los Angeles Business Journal

Hallmark Considers Taking Crown Media Private

By Business Journal Staff Thursday, June 27, 2013

Shares in Crown Media Holdings Inc. closed down on Thursday, after experiencing an earlier spike following the announcement that its largest shareholder, the founding family of Hallmark Cards, was weighing taking the company private.

An SEC filing on June 24 by the Studio City operator of cable TV’s Hallmark Channel said that its largest shareholder, Hallmark Cards Inc., majority owned by the Hall family, was evaluating it investment in Crown Media.

The move comes as an agreement between Hallmark Cards and Crown Media expires at the end of the year. That agreement bars Hallmark, which already owns about 90 percent of Crown Media, from acquiring additional shares.

Hallmark Cards would have the option to continue its investment in Crown Media, purchase additional shares of common stock after the expiration, conduct a merger to eliminate minority stockholders or propose another form of “going private” transaction.

The agreement between Crown Media and Hallmark Cards limiting the amount of shares Hallmark Cards could buy and sell was made in February 2010 as part of a recapitalization plan. At the time, Crown Media owed Hallmark Cards about $1.1 billion, which was converted to equity as part of the recapitalization.

Shares of Crown Media on Thursday closed down 11 cents, or about 4 percent, to $2.51 on the Nasdaq .

They closed at $2.62 on Wednesday, the highest price for the stock this year. Earlier in June, shares traded as low as $1.90.