Flynt’s firm completing buy of New Frontier

BOULDER – Hustler Magazine founder Larry Flynt’s L.F.P. Inc., the company that markets the Hustler adult-media brand, has acquired enough shares of Boulder-based New Frontier Media Inc. to make it a wholly owned subsidiary.

The companies completed a tender offer Tuesday night, in which L.F.P. Inc. affiliates LFP Broadcasting LLC and Flynt Broadcast Inc. offered $2.02 per share with a contingent cash payment of 4 cents per share.

Ultimately, Flynt’s companies acquired approximately 83.1 percent of New Frontier Media’s shares, they announced Wednesday. That puts the price on the offer at about $29 million.

New Frontier Media (NasdaqGS: NOOF) is a distributor and producer of adult and mainstream media. The company has been the target of at least two hostile takeover attempts in the past year. New Frontier Media’s board of directors supported L.F.P.’s bid.

The acquisition would mean the end of New Frontier Media as an independent, publicly traded company. LFP Broadcasting intends to make New Frontier Media a wholly owned subsidiary and now has enough voting power to force out other shareholders. Flynt’s companies have the power to make New Frontier Media sell them additional shares in a “top-up” option until they gain a 90 percent stake in the company. At that point, LFP Broadcasting would complete a “short-form” merger in which each outstanding share is canceled. Remaining shareholders would lose their shares and be compensated at the same price as shareholders who accepted the tender offer.

Avondale Partners LLC is acting as financial adviser to the Special Committee of the Board of Directors of New Frontier Media in connection with the transaction. Alston + Bird LLP is acting as legal adviser to the Special Committee. Holland & Hart LLP is acting as legal adviser to New Frontier Media.

Lipsitz Green Scime Cambria LLP and Dinsmore & Shohl LLP are acting as legal advisers to L.F.P. Broadcasting in connection with the transaction.

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