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Funny How That Works: Alan Isaacman Chairman of the Board of New Frontier Media represented Larry Flynt in 1988 Supreme Court case

from www.denverpost.com – Boulder-based adult entertainment media firm New Frontier Media Inc. appears to have found its suitor in Larry Flynt.

A company affiliated with the pornography mogul — who was famously represented by New Frontier’s newly appointment chairman in a 1988 Supreme Court case — inked an agreement to acquire New Frontier for $33 million plus a contingent cash payment right, the companies announced Monday.

Under the tender offer agreement, LFP Broadcasting — an affiliate of L.F.P. Inc., the Flynt-run firm that manages the Hustler brand — will pay $2.02 per share, or about $33 million, in cash plus a contingent cash payment right for each common share of New Frontier, which delivers adult-themed pay-per-view networks to cable and satellite providers and also produces original motion pictures.

If the deal goes through, the combined entity is expected to maintain a facility in Boulder, said Michael H. Klein, president of LFP Inc.

“We’re always on the lookout for ways to grow the company,” Klein said in an interview with the Daily Camera, referencing his firm’s acquisition of Sapphire Media — a European distributor of adult content — earlier this year. ” … Adding New Frontier to the mix just expands our broadcasting.”

Such a deal could make waves in the adult entertainment industry, said Don Parret, executive director of publishing for industry trade publication XBIZ.

“The move to combine these two established adult entertainment brands is certainly a blockbuster move, one that would potentially establish a worldwide market leader for video-on-demand and pay-per-view sales of adult content,” Parret wrote in an email to the Camera.

“Both companies, with their existing infrastructures and business relationships in place, should feel very good about this pending deal.”

New Frontier officials declined to comment beyond the press release and subsequent materials — which include letters from its chairman to employees and customers — that were filed with the Securities and Exchange Commission.

The agreement with LFP Broadcasting comes after seven months of turbulence for New Frontier that included unsolicited buyout offers, a proxy contest, litigation and the ousting of Michael Weiner as the Boulder company’s chief executive officer and chairman.

Officials say the acquisition price represents a 79 percent premium on New Frontier’s stock price on March 8, when the Boulder company received an unsolicited buyout bid from Longkloof Ltd., which owns about 15 percent of New Frontier’s stock.

New Frontier (Nasdaq: NOOF, $1.30) also received a buyout offer from adult entertainment media company Manwin and the local firm formed a special committee of independent directors to evaluate its options.

Longkloof’s acquisition bid spurred a proxy contest that later triggered litigation. The two sides reached a settlement that ended the proxy contest; however, upheaval at New Frontier would continue.

The company fired its CEO and its board of directors asked a fellow board member to resign, which spurred a “public letter-writing campaign” rife with allegations, including former CEO Michael Weiner and the director being “allies” with Longkloof.

After Weiner was removed as the company’s chief executive and chairman, three senior executives assumed the duties of CEO as the company conducted the search. New Frontier also appointed board member Alan Isaacman [pictured] to the role of chairman.

Isaacman represented Flynt in the 1988 Supreme Court case between Hustler Magazine and Jerry Falwell. Eight years later, actor Edward Norton portrayed Isaacman in the Academy Award-nominated film “The People vs. Larry Flynt.”

The LFP Broadcasting transaction is expected to be conducted as a tender offer for all issued and outstanding shares of New Frontier’s common stock at $2.02 per share, without interest. The company’s shareholders may receive up to 6 cents more per share if New Frontier’s available cash balance at the end of the tender offer exceeds $11.514 million, officials said.

For the agreement to be approved, the following conditions need to be satisfied or waived: More than 50 percent of New Frontier’s shares tendered in the offer, that no “material adverse change” affect New Frontier, that New Frontier have no less than $11.514 million in cash and other customary conditions.

If those conditions are met, the transaction is likely to be finalized in the fourth quarter, officials said.

Shares of New Frontier jumped 45 cents, or nearly 35 percent, to $1.75 in after-hours trading.

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