For ITV 2015 was a profitable year. The UK’s biggest commercial terrestrial broadcaster achieved total revenue of £3.3bn, up from £2.9bn the previous year. Strong advertising, increased M&A activity and the continuing growth of its online, pay and interactive services has helped the broadcaster’s revenue climb 14 per cent in 12 months.
The company operates through three divisions: ITV Broadcasting; ITV Studios; and ITV Commercial & Online, with 2015 seeing growth across all three. Its broadcasting and online divisions together reported 6 per cent growth and revenue of £2.1bn, while its studios division broke through the £1bn mark for the first time with revenue of £1.2bn, after seeing growth of 33 per cent.
Having been at ITV since 2007, general counsel and company secretary Andrew Garard has seen the FTSE 100 member face difficult times, from past pre-tax profit falls to the present ratings slump. Prior to joining ITV and via a brief period in private practice at legacy US firm LeBoeuf Lamb Greene & Macrae (which later formed the now defunct Dewey & LeBoeuf), Garard spent just under three years as general counsel and company secretary at Cable & Wireless, the former UK telecoms company.
“In its largest deal to date Slaughter and May advised ITV on the acquisition of Talpa Media”
Garard is responsible for an in-house team of 46 senior lawyers. Head of legal, technology and broadcast operations Christopher Perrin joined ITV in 2014, his first move in-house after a career at Fieldfisher and Nabarro.
Similarly, for head of legal, group IP and litigation Alexa Hollingsworth the switch to ITV in 2014 was her first move in-house, having spent seven years as a senior associate at Clyde & Co.
Simon Abrahams and Nicola Phillips also joined in 2014, Abrahams as head of legal affairs for online, pay-TV and interactive and Phillips as head of legal for ITV commercial and marketing. Meanwhile, head of commercial affairs, sport and drama Tom Graham has been there since 2011.
The senior legal team also includes Simon Read, ITV’s head of legal and business affairs. Read joined the broadcaster in 2013 as a senior legal and business affairs manager before transitioning into his present role in 2014. Read previously worked in-house at the BBC between 1996 and 1998 before moving to Telewest, the former UK cable TV, telephone and internet company, where he spent six years as legal counsel and four as assistant general counsel.
Acquisitions
ITV’s rising revenue has been driven in part by increasing M&A activity, specifically buying production companies as the broadcaster looks to become less dependent on advertising and more on the development of quality content.
LMI data indicates that ITV has made 12 such acquisitions since 2012 in the UK and more predominantly in the US, as it seeks not only to maximise its audience and revenue globally but also maintain investment and global growth.
In its largest deal to date, Slaughter and May advised ITV in the acquisition of Talpa Media, the Netherlands-based production company responsible for programmes such as The Voice, as part of a €500m (£355m) deal. Leading on the transaction was London-based partner Paul Dickson, while Amsterdam-based Freshfields Bruckhaus Deringer partner Harald Spruit advised Talpa.
In August 2015 Dickson again acted for ITV in its £100m acquisition of UTV Media, the Northern Ireland-based broadcaster and media company and its subsidiary UTV Ireland. The firm had previously advised ITV in relation to its acquisition of the freehold of the London Television Centre from Coal Pension Properties for £56m.
Back in 2012 ITV acquired a controlling stake in US company Gurney Productions as part of its entry into the US market. In 2013 it acquired a controlling stake in High Noon Entertainment, also in the US, for £16.7m.
In 2014, continuing this strategy of developing its US content, ITV acquired a controlling stake in the Leftfield Entertainment Group, the largest independent producer in the US. This is ITV’s biggest transaction in the US to date. Squire Patton Boggs advised ITV on the $360m (£249m) deal, led by co-managing partner of the firm’s New York office Eric Cowan.
According to LMI data, ITV has a general panel consisting of nine firms, five more than rival broadcasters Sky and BBC. In March 2016 Clifford Chance won a spot for the first time, having most recently advised the broadcaster in its issuing of €600m notes due in 2022.
In addition to Clifford Chance, Slaughters and Squire Patton Boggs LMI data shows that ITV turns to Charles Russell Speechlys, DLA Piper, Hogan Lovells, Olswang, Reed Smith and UK media boutique firm Wiggin. Outside this roster, LMI data indicates that ITV has turned to US firm Kleinberg Lange Cuddy & Carlo, which advised ITV in its acquisition of a controlling stake in Thinkfactory Media, the US Emmy-award winning production company.
Despite having the second-biggest roster of external advisers in the media sector behind UK publishing company Pearson – which has a panel of 10 firms – ITV falls behind seven media companies in terms of deal activity since 2012. Sky has carried out most deals, with 96 transactions, while PR company WPP, together with Pearson, Reflex Group and media companies UBM, Endemol Shine and Perform Group, have all carried out more deals than ITV.