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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 28, 2019

 

Chicken Soup for the Soul Entertainment, Inc.
(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38125   81- 2560811

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

132 E. Putnam Avenue, Floor 2W, Cos Cob, CT   06807
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (203) 861-4000

 

N/A
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Holdco under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

 

Item 7.01Regulation FD Disclosure.

 

On March 28, 2019, Chicken Soup for the Soul Entertainment, Inc. (the “Company”) issued a press release announcing the signing of a definitive agreement to establish a new streaming video joint venture to be branded “Crackle Plus”. Also on March 28, 2019, the Company issued a press release announcing that it will host a conference call and live webcast to discuss the details of the definitive agreement. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are each incorporated herein by reference.

 

The information furnished under this Item 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

 

Item 9.01Financial Statements, Pro Forma Financial Information and Exhibits.

 

(d)       Exhibits:

 

ExhibitDescription

 

99.1Press release dated March 28, 2019.

 

99.2Press release dated March 28, 2019.

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 28, 2019 CHICKEN SOUP FOR THE SOUL
ENTERTAINMENT, INC.
       
  By: /s/ William J. Rouhana, Jr.  
    Name: William J. Rouhana, Jr.
    Title: Chief Executive Officer

 

 

 

 

 

Exhibit 99.1

 

 

   

  

Sony Pictures Television and Chicken Soup for the Soul Entertainment Form Joint Venture “Crackle Plus”

 

Crackle Plus Joint Venture Establishes Leading Free Streaming Video Platform with

Nearly 10 Million Monthly Active Users

 

CULVER CITY, CA and COS COB, CT – March 28, 2019 – Sony Pictures Television (“SPT”) one of the television industry’s leading content providers, and Chicken Soup for the Soul Entertainment, Inc. (“CSS Entertainment”) (Nasdaq: CSSE), a fast-growing media company building online video-on-demand (“VOD”) networks that provide content for all screens, today announced the signing of a definitive agreement to establish a new streaming video joint venture to be branded “Crackle Plus”.

 

SPT and CSS Entertainment will each contribute certain assets to establish Crackle Plus and position the new company as a leading AVOD streaming platform. Each company plans to bring its respective audience and its video-on-demand and content expertise to the joint venture.

 

SPT’s contributions to the joint venture include Crackle’s U.S. assets including the Crackle brand, its monthly active users and its ad rep business. SPT and the joint venture will also enter into a license agreement for rights to popular TV series and movies from the Sony Pictures Entertainment library. In addition, New Media Services, a wholly-owned subsidiary of Sony Electronics Inc., will provide the technology back-end services for the newly formed joint venture. Ownership of Crackle’s original content library will be retained by SPT but will be made available for licensing to the joint venture. CSS Entertainment plans to include in the joint venture six owned and operated AVOD networks (Popcornflix, Truli, Popcornflix Kids, Popcornflix Comedy, Frightpix, and Espanolflix) and subscription video-on-demand (“SVOD”) platform Pivotshare.

 

Crackle Plus is expected to have:

·A combined audience of nearly 10 million monthly active users on its owned and operated networks, as well as millions of additional users from its ad rep business, positioning it as one of the largest AVOD platforms in the U.S.
·Over 38,500 hours of programming
·More than 90 content partnerships
·Over 1.3 billion minutes streamed per month
·An offering of over 100 networks, both ad-supported and subscription-based, including networks owned by Crackle Plus and third-party networks distributed via Pivotshare

 

“Crackle is a valuable asset and we feel confident it will thrive and grow in this new environment with CSS Entertainment,” noted Mike Hopkins, chairman of SPT. “We were drawn to CSS Entertainment as our partner in this venture because of its aggressive, entrepreneurial approach,” said Hopkins. “The CSS Entertainment team have the enthusiasm and strong business acumen to ensure Crackle Plus is poised to maximize the growing opportunities in the AVOD marketplace.” 

 

 

 

 

 

“This transaction positions CSS Entertainment as a leader in the high-growth AVOD business,” said William J. Rouhana Jr., chairman and chief executive officer of CSS Entertainment. “Creating a new platform that brings together CSS Entertainment’s VOD assets with SPT’s Crackle brand and AVOD assets, establishes a compelling offering for viewers and advertisers. Consistent with our business plan, we plan to build Crackle Plus aggressively and profitably through organic growth and, potentially, acquisitions.”

 

AVOD streaming services like Crackle Plus are growing in popularity with consumers. With the expansion of smartphone adoption and the explosive growth of content consumption on mobile devices, the number of non-pay TV households in the United States reached an estimated 24.9 million in 2017 (Rapid TV), and the number of cord-cutters is projected to grow to over 55.1 million by 2022 (eMarketer).

 

“With the increased demand for free online video content as well as a need for advertisers to reach consumers, AVOD networks such as Crackle Plus are positioned for substantial growth,” Hopkins noted.

 

Under the terms of the agreement, CSS Entertainment will own the majority interest in the joint venture. Additionally, SPT will receive four million five-year warrants to purchase Class A common stock of CSS Entertainment at various prices. The addition of the Crackle assets is expected to more than double CSS Entertainment’s overall revenue and add meaningful EBITDA.

 

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE: LTS) acted as sole advisor to CSS Entertainment in this transaction. Moelis & Company LLC acted as exclusive financial advisor to SPT in connection with the transaction.

 

ABOUT SONY PICTURES TELEVISION

Sony Pictures Television (SPT) is one of the television industry’s leading content providers, producing, distributing and carrying programming worldwide in every genre and for every platform. In addition to managing one of the industry’s largest libraries of award-winning feature films, television shows and formats, SPT is home to a thriving global content business, operating 24 wholly-owned or joint-venture production companies in 12 countries, as well as linear and digital channels around the world. SPT is a Sony Pictures Entertainment Company.

 

 

ABOUT CHICKEN SOUP FOR THE SOUL ENTERTAINMENT

Chicken Soup for the Soul Entertainment, Inc. is a growing media company building online video on-demand (“VOD”) networks that provide video content for all screens. The company also curates, produces and distributes long- and short-form video content that brings out the best of the human spirit, and distributes online content through its wholly-owned subsidiary, A Plus. The company is aggressively growing its business through a combination of organic growth, licensing and distribution arrangements, acquisitions, and strategic relationships. The company is also expanding its partnerships with sponsors, television networks and independent producers. The company’s subsidiary, Screen Media, is a leading global independent television and film distribution company that owns one of the largest independently owned television and film libraries. The company also owns Popcornflix®, a popular online advertiser-supported VOD (“AVOD”) network and Pivotshare, a leading subscription-based VOD (“SVOD”) platform. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC.

 

 

 

 

 

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements by CSS Entertainment that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks (including those set forth in this press release) and uncertainties which could cause actual results to differ from the forward-looking statements. CSS Entertainment expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Investors should realize that if CSS Entertainment’s underlying assumptions for the projections contained herein prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from CSS Entertainment’s expectations and projections.

 

###

 

INVESTOR RELATIONS

CSS Entertainment

James Carbonara

Hayden IR

james@haydenir.com

(646) 755-7412

 

MEDIA CONTACTS
CSS Entertainment

Kate Barrette
RooneyPartners LLC
kbarrette@rooneyco.com
(212) 223-0561

 

SPT

Lisa Broock

Sony Pictures Television

Lisa_Broock@spe.sony.com

310.244.4148

  

 

 

 

Exhibit 99.2

 

 

 

Chicken Soup for the Soul Entertainment to Host Fourth Quarter and Year-End Conference Call on March 29, 2019

 

COS COB, CT – March 28, 2019 – Chicken Soup for the Soul Entertainment, Inc. (“CSS Entertainment”) (Nasdaq: CSSE), a growing media company building online video-on-demand (“VOD”) networks that provide video content for all screens, today announced it will host a conference call and live webcast to discuss the details of the recently announced transaction with Sony Pictures Television. The company’s financial performance will also be discussed.

 

Conference Call Information

 

To participate in this event, dial in approximately 5 to 10 minutes before the beginning of the call.

 

·Date, Time: Friday, March 29, 2019, 8:30 a.m. ET.
·Toll-free: (833) 832-5128
·International: (484) 747-6583
·Conference ID: 7276809
·A live webcast is available at http://ir.cssentertainment.com/ under the “News & Events” tab

 

Conference Call Replay Information

 

·Toll-free: (855) 859-2056
·International: (404) 537-3406
·Reference ID: 7276809

 

 

ABOUT CHICKEN SOUP FOR THE SOUL ENTERTAINMENT

 

Chicken Soup for the Soul Entertainment, Inc. is a growing media company building online VOD networks that provide positive and entertaining video content for all screens. CSS Entertainment also curates, produces, and distributes long- and short-form video content that brings out the best of the human spirit, and distributes online content through its wholly-owned subsidiary, A Plus. CSS Entertainment is aggressively growing its business through a combination of organic growth, licensing and distribution agreements, acquisitions, and strategic relationships. CSS Entertainment is also expanding its partnerships with sponsors, television networks, and independent producers. CSS Entertainment’s subsidiary, Screen Media, is a leading global independent television and film distribution company that owns one of the largest independently owned television and film libraries. CSS Entertainment also owns Popcornflix®, a popular online advertiser-supported VOD (“AVOD”) network, Pivotshare, a subscription-based VOD network, Truli.com, a faith-based AVOD network, and four additional AVOD networks that collectively have rights to exhibit thousands of movies and television episodes. CSS Entertainment is a subsidiary of Chicken Soup for the Soul, LLC.

 

 

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks (including those set forth in the offering circular) and uncertainties which could cause actual results to differ from the forward-looking statements. CSS Entertainment expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in CSS Entertainment’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based. Investors should realize that if CSS Entertainment’s underlying assumptions for the projections contained herein prove inaccurate or if known or unknown risks or uncertainties materialize, actual results could vary materially from CSS Entertainment’s expectations and projections.

 

###

 

 

INVESTOR RELATIONS

James Carbonara

Hayden IR

james@haydenir.com

(646) 755-7412

 

MEDIA CONTACT
Kate Barrette
RooneyPartners LLC
kbarrette@rooneyco.com
(212) 223-0561