Eros, STX End Short Merger as Najafi Group Buys STX Entertainment

The Eros STX Global Corporation (ESGC), formed just 17 months ago, is splitting apart with the sale of STX Entertainment to an affiliate of The Najafi Companies.

The Najafi affiliate will purchase STX Entertainment, a wholly owned subsidiary of ESGC, for $173 million. This includes repayment of the $148 million STX Entertainment debt.

Najafi has partnered with The Forest Road Company, as its lender, who is expected to repay STX Entertainment’s debt and provide it with working capital going forward.

The purchase agreement also provides ESGC with a “go-shop” period, during which the board of directors of ESGC, with the assistance of its financial advisor, Lazard, will solicit alternative proposals from third parties for a period of 45 days. The purchase agreement provides for ESGC to pay a termination fee of $4.5 million, plus the return of $2 million that Najafi has funded as a deposit, to Najafi if ESGC terminates the purchase agreement.

If Najafi fails to close the transaction, they will be required to pay ESGC a termination fee of $4.5 million, less the $2 million Najafi deposit.

The transaction is expected to close by the end of Jan. 2022.

“ESGC does not intend to disclose developments with respect to the solicitation process unless and until the board of directors of ESGC has made a decision with respect to any potential superior proposal. There can be no assurance that this process will result in a superior proposal,” the company said in a statement.

ESGC had announced its intention to sell STX Entertainment, the division behind films like “Bad Moms” and Jennifer Lopez’s “Hustlers” in November.

The merger was supposed to create synergies between Hollywood studio STX and Indian outfit Eros.

The Najafi Companies, based in Phoenix with offices in Los Angeles and New York, is a private investment company founded by Jahm Najafi in 2002. It has holdings in consumer, media, brands, e-commerce, tech and sports.

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