Hallmark Cards Completes Going-Private Transaction

May 3, 2016

Crown Media, operator and distributor of the Hallmark Channel, is now a wholly owned indirect subsidiary of Hallmark. 

On May 2, Willkie client Hallmark Cards, Incorporated, completed its previously announced going-private transaction of Crown Media Holdings, Inc. pursuant to the short-form merger of CM Merger Co. with and into Crown, with Crown as the surviving corporation and a wholly owned indirect subsidiary of Hallmark.

CM Merger Co. held 90.3% of the issued and outstanding shares of Crown. As a result of the short-form merger, each outstanding share of Crown common stock (other than shares owned by Hallmark or as to which appraisal rights are perfected) was converted into the right to receive $5.05 in cash without interest. Hallmark intends to delist and deregister Crown.

Crown currently operates and distributes the Hallmark Channel to 89 million subscribers in the United States. Hallmark Channel is the nation’s leading destination for quality family programming with an ambitious slate of TV movies and specials, original scripted series, and some of television’s most beloved sitcoms and series. Hallmark Channel's sibling network, Hallmark Movies & Mysteries, is available in 65.5 million homes and is one of America’s fastest-growing cable networks. In addition, Crown Media Family Networks includes the online offerings of HallmarkChannel.com and HallmarkMoviesandMysteries.com.

The Willkie deal team was led by partner Maurice Lefkort and included associate Albert Powers and law clerks Aaron Savella and Maria Cristina Vasquez Melo.