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Upcoming/New CFIUS Filing: Cinedigm Corp, Bison Capital Holdings, and Future Today

Status:  Upcoming/New Filing


Acquirer:  Cinedigm Corp. (US); Bison Capital Holdings Company Limited (China)

Acquired:  Future Today Inc (US)

Value:  Approx. US$60 Million

Industry:  Multimedia

On March 14, 2019, Cinedigm Corp. entered into a merger agreement with Future Today Inc, “a market-leading OTT platform and one of the largest AVOD channel networks in the world,” whereby Future Today will become a wholly owned subsidiary of Cinedigm “for $45 million in cash and $15 million in Cinedigm common stock.”  (Press Release, Cinedigm Corp. Form 8-K, Ex-99.1, Mar. 20, 2019, SEC Filing.) “The parties have agreed to make a voluntary filing for approval by the Committee on Foreign Investment in the US (“CFIUS”), but obtaining CFIUS approval is not a condition to closing.”  (Cinedigm Corp. Form 8-K, Mar. 20, 2019, SEC Filing; see also Agreement and Plan of Merger, Cinedigm Corp. Form 10-K, Ex-2.1, July 16, 2019, SEC Filing.)

Cinedigm Corp is an “independent entertainment studio in North America, widely recognized for its film/TV/digital production, digital cinema, OTT channels, and content and marketing distribution.” (Cinedigm Corp. website, Overview web page, accessed on July 14, 2019.)   Bison Entertainment Investment Limited “BEIL” and other affiliates of Bison Capital Holdings Company Limited, “a Hong Kong-based entity that does business in mainland China as well as other locations,” held 56.7% of Cinedigm Corp. Common Stock. (Cinedigm Corp. Form 10-K, July 16, 2019, SEC Filing.)  The business address of Bison Capital Holding Company Limited is in China.  (Id.)  The investment by Bison Capital Holdings Company Limited was covered in this blog post.  “Cinedigm is deemed to be a foreign person based on its majority ownership by BEIL, which is owned/controlled by a Chinese owner.  Cinedigm has concluded, however, that it is not required to obtain the approval of the U.S. Committee on Foreign Investment in the United States.”  (Cinedigm Corp. Schedule 14C, Apr. 22, 2019, SEC Filing.)

© Copyright 2020 Squire Patton Boggs (US) LLPNational Law Review, Volume IX, Number 199


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