Helios and Matheson Analytics, the majority owner of MoviePass, announced the acquisition of Moviefone from Verizon’s Oath subsidiary. Under the terms of the deal, Helios and Matheson is paying Verizon $1 million in cash and is granting 2.55 million common shares (worth less than $8 million at HMNY’s current stock price). In addition, Verizon received stock warrants from Helios and Matheson for another 2.55 million shares $14 million worth of shares at an exercise price of $5.50 per share, according to a regulatory filing. Verizon’s ownership of HMNY shares is subject to a lockup until April 4, 2019.
However you look at the economics of the deal, it represents a substantial decline in value for Moviefone, the pioneering interactive info service founded in 1989 — which AOL acquired for $388 million in 1999.
Verizon’s ownership of 5.1 million shares of Helios and Matheson represent 9.3% of HMNY’s common shares.
Moviefone currently has 6 million monthly unique visitors. The site provides movie trailers, info on films and theaters, and ticketing (through NBCUniversal’s Fandango). Helios and Matheson said the Moviefone acquisition is the next major step in building out its content-marketing strategy and advertising revenue platform for MoviePass, which sells a monthly subscription plan that lets customers attend one movie screening per day at participating theaters. With its sizable audience, Moviefone also stands to serve as a lead generator for MoviePass subscriptions.
“This natural alignment between MoviePass and Moviefone will help us grow our subscriber base significantly and expand our marketing and advertising platform for our studio and brand partners,” MoviePass CEO Mitch Lowe said in a statement. “Moviefone has been a go-to resource for entertainment enthusiasts for years, and we’re excited to bolster its presence and bring this iconic platform into the entertainment ecosystem of the future.”
Under the pact, Oath will continue to sell Moviefone’s digital ad inventory. Oath also will represent MoviePass on a non-exclusive basis in managing ad sales on moviepass.com. With the deal, Helios and Matheson has assumed certain liabilities related to the Moviefone assets.
MoviePass sold a majority ownership stake to Helios and Matheson Analytics for $27 million last summer. With Moviefone, “HMNY’s vision is to have MoviePass support the entire movie theater industry ecosystem — from distribution to exhibition and now, content,” said Helios and Matheson Analytics chairman and CEO Ted Farnsworth.
Meanwhile, Verizon bought AOL two years ago in a $4.4 billion deal, and merged AOL with Yahoo to form Oath. In 2014, AOL took Moviefone’s famous dial-up phone lines out of commission, after the original voice of Mr. Moviefone, co-founder Russ Leatherman, left in 2013.
Correction: An earlier version of this article incorrectly reported that Helios and Matheson Analytics bought Moviefone for $15 million. In fact, Helios and Matheson is paying Verizon $1 million in cash and granted Verizon warrants for HMNY shares worth $14 million; in addition, Helios and Matheson issued common shares to Verizon currently worth less than $8 million.