Consolidated Media Holdings CMH Media Man Int

Consolidated Media Holdings Limited

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James Packer's Consolidated Media Taxing Situation, by Greg Tingle - 27th December 2010

Packer's Consolidated Media Holdings are taking the fight to the Australian Taxation Office. They are following the other high profile case of man VS ATO - Paul "Hoges" Hogan. The firm has been fighting in the Federal Court over the tax treatment of a $1 billion share buyback transaction some 8 years back, and just last week it filed more legal claims covering the 6 years to 2008. It ended up in court after the Tax Office rejected its argument that it should be able to shift tax losses. Circa 2004 the late Kerry Packer emerged victorious in the Federal Court, and guess what - the main question in that particular case was the "legitimacy" of shifting losses between financial years. Getting you up to speed, it was October 29 last year the firm, which owns stakes in the Foxtel, Fox Sports and Premier Media Group, and employment website Seek, was issued a revised tax assessment for each of the 6 years to 2008. It's curious timing...exactly 1 year after the company was handed a revised tax assessment for the 2002 year, the year of the buyback. Back to the present, Wednesday arvo CMH filed 10 separate lawsuits against the ATO in its latest chess - art of war manoeuvre to sidestep paying a tax bill of a cool $22 million. Consolidated Media is also wrestling to avoid having to pay a fine imposed for "non-payment." The latest legal battle came after a 13-month exchange of formal notices, a procedure used to help find a mutual understanding of sorts and keep the case out of court. The ATO has already had plenty of bad PR this year, after Hogan getting the best of them. For those of you who don't know, Consolidated Media was created out of the split of Publishing and Broadcasting Ltd aka PBL into separate media and gambling companies in 2007. The vast majority of the tax bill dates back to when the company was trading as PBL. Details of the latest dispute were contained in documents Consolidated Media filed with the Federal Court in Sydney on Wednesday. The case is due in court for directions before Federal Court judge Richard Edmonds on February 24. It is unclear if Crown king of the castle, James Packer will make an appearance. The associated dispute over the $1 billion buyback is due to be heard by a different law man over a 3 day duration commencing on March 7. In that case the court is to decide whether the proceeds received by PBL from Crown via the buyback in June 2002 were in face dividends or a capital gain. Crown Limited bought back 840 million ordinary shares held by PBL for a total of $1 billion to repay funding previously provided by PBL to Crown. PBL bean counters, some of the best in Australia as you might expect, recorded the payment as a dividend, which is tax-effective because franking credits can be used to offset tax. It's a legal tax minimization tactic. The ATO advised it should not have been recorded as a dividend and billed the company for capital gains tax. Packer owns about 50% of Consolidated Media's shares and his mate and associate, Kerry Stokes owns 24% these days. So folks, looks like a new type of Australian casino and gambling war is brewing - one against Australia's tax department.

Profile

Consolidated Media Holdings Limited, formerly Publishing and Broadcasting Limited, is engaged in the business of gaming and entertainment, television broadcasting and program production, magazine publishing and distribution and investments in the Internet, subscription television, and other media and entertainment sectors. It has four segments: gaming, television, publishing, and ticketing and events. Gaming segment operates a gaming and entertainment facility. Television segment operates commercial television stations. Publishing segment is engaged in magazine publishing and distribution. Ticketing and events segment offers entertainment venue and event ticketing. In December 2007, the Company announced the completion of the sale of its 50% interest in the Hoyts Group to funds advised by Pacific Equity Partners. In December 2007, the Company demerged its gaming and media into two separate companies on December 12, 2007. On December 10, 2007, Crown Limited acquired the Company.

Address: Level 2, 54 Park Street, SYDNEY, NSW, AUSTRALIA, 2000
Phone: (02) 9282 8000
Fax: (02) 9282 8828

Overview of Consolidated Media Holdings Limited

Consolidated Media Holdings Limited (CMH) is a media investment company, investing in key new media.

CMH has a 25 per cent investment in Australia's leading subscription television business FOXTEL and a 50 per cent investment in subscription television content provider Premier Media Group, producer of leading sports channels including FOX SPORTS 1, FOX SPORTS 2 and FOX SPORTS 3.

HISTORY OF CMH

Prior to the demerger of PBL into Crown and CMH in November 2007, PBL was one of Australia's largest diversified media and entertainment groups. Its market capitalisation of more than $11 billion placed it among the top 25 companies listed on the Australian Stock Exchange at the time.

The PBL group’s core businesses and investments were gaming and entertainment; with strategic investments in television production and broadcasting; magazine publishing and distribution; and key digital media and entertainment businesses. PBL owned and operated two of Australia’s leading gaming and entertainment complexes, Crown Melbourne and Burswood in Perth.

PBL was formed in 1994 in the same year that Nine Network Australia and Australian Consolidated Press were merged. The combined businesses were renamed Publishing and Broadcasting Ltd, and the company’s Australian Stock Exchange code became PBL.

PBL merged with Crown Ltd in 1999, providing the company with its first gaming business. It acquired Burswood Ltd in 2004.

A significant expansion of the gaming business occurred in 2004 when Burswood International Resort Casino was purchased. A joint venture was also signed with a major Hong Kong listed company, Melco International Development, to pursue new gaming ventures in Asia. The first of these are being constructed in Macau.

In October 2006, PBL announced that it had entered into binding agreements to implement a recapitalisation of certain of its media interests, including ACP Magazines, Nine Network (including its interest in Sky News), its 50% interest in ninemsn and its shareholdings in myhome.com.au and carsales.com.au. These media businesses were transferred to a new company, PBL Media, in which PBL and Red Earth Holdings B.V. (Red Earth) (a special purpose vehicle incorporated in the Netherlands and owned by funds managed and advised by CVC Asia Pacific and CVC Capital Partners (collectively CVC)) each held a 50% economic interest.

The transaction was completed on 7 February 2007. As part of the completion, PBL received net cash proceeds of $4.585 billion.

In June 2007, CVC converted its notes in PBL Media into ordinary shares and units representing a 50% equity interest in PBL Media Holdings Pty Limited and the PBL Media Holdings Trust. PBL also agreed to sell a further 25% interest in PBL Media Holdings Pty Limited (as well as its interests in Ticketek and Acer Arena) to PBL Media for a total of $725 million.

The sale of Ticketek and Acer Arena to PBL Media completed on 16 July 2007, with PBL receiving $210 million. The sale of the further 25% in PBL Media to CVC completed on 10 September 2007, with PBL receiving $526.4 million, leaving PBL with a residual 25% interest in PBL Media.

In May 2007, PBL announced that it planned to demerge into two pure play listed entities - a gaming business (Crown) and a media business (CMH). Following shareholder approval, this took effect on Friday 30 November 2007 and was implemented in December 2007. (Credit: Consolidated Media Holdings)

Profile

Australian Consolidated Press

ACP Magazines is Australia's leading magazine publisher and the magazine arm of PBL Media, Australia's leading media and entertainment company.

ACP Magazines publishes over 60 titles in Australia which sell nearly 109 million individual copies each year. They include some of the longest-running and most successful mastheads such as The Australian Women's Weekly, Woman's Day, Dolly, NW, TV Week, Cleo, Cosmopolitan, Madison, Wheels and Ralph

ACP Magazines has expanded into nine other countries, principally in New Zealand, Asia and the United Kingdom. It now has a stable of more than 70 international magazines. Integral to its success are vibrant, information-packed reader websites.

Magazine Titles

Business/Finance
Money

Computing
APC
Australian NetGuide
PC User

Food, Wine & Travel
Australian Gourmet Traveller
Australian Table
Gourmet Traveller Wine

General Interest
Australian Geographic

Health and Fitness
Fernwood, Your Healthy Living Magazine

Lifestyle Home/Garden
Australian House & Garden
belle
Burke's Backyard
Real Living

Major Womens
NW
Take 5
The Australian Women's Weekly
TV Week
Woman's Day

Men's Interest
People
The Picture
The Picture Premium

Men's Lifestyle
4x4 Australia
Australian Auto Action
Australian Motorcycle News
FHM
Men's Style Australia
Motor
Ralph
Street Machine
Wheels
Zoo Weekly

Multi-Media magazines
Empire

Sports
Aust & NZ Snowboarding
Australasian Dirt Bike
Australian & NZ Skiing
Australian Mountain Bike
Inside Cricket
Inside Rugby - Programs
Inside Rugby - The Magazine
Outdoor Australia
Rugby League Week
Splash
Tracks
Waves

Subscription TV
AUSTAR
FOXTEL
OPTUS

Travel and Airline
Qantas - The Australian Way

Women's Lifestyle
Babycare Book
Bounty Vision
Bounty's Mother To Be Bag
Bounty's New Baby Bag
Bounty's New Mother Bag
Cleo
Cosmopolitan
Cosmopolitan Bride
Cosmopolitan Hair and Beauty
Cosmopolitan Pregnancy
Dolly
Good Health & Medicine
Harper's BAZAAR
Instant Beauty
Little Kids
madison
Mother & Baby
New Woman
Pregnancy & Birth
Pregnancy Book
Shop Til You Drop
Shopping For Baby
Slimming & Health

Youth
Disney Adventures
Disney Girl
Disney's Princess
Little Friends

Media Man Australia has worked with ACP on a number of projects including:

Pitching news stories

Supplying photographs

Supplying copy

Supplying talent / models

Website

Profiles

Men's Style

Australian Geographic

PBL

Men's Products

Men's Magazines

Network Nine Australia

Media Companies

News

BBC's Top Gear boosts magazine garage, by Miriam Steffens - 13th March 2008
(Credit: The Sydney Morning Herald)

ACP Magazines has moved to beef up its men's magazines division, entering a joint venture with the BBC to start an Australian version of the car lover's magazine Top Gear in June.

The venture, likely to be called Park Publishing, will be run from ACP's Sydney offices by its head of men's and specialist titles, Phil Scott.

It wants to publish more new titles - one this year - with plans centering on Australian versions of BBC Magazines' children's and food titles, or a travel magazine based on the BBC-owned publisher Lonely Planet.

It is the fourth large deal in a year for the BBC, which had identified Australia as one of its key growth markets last year.

The broadcaster acquired Lonely Planet in October for about $250 million and took a 25 per cent stake in the Australian production company Freehand, which is behind TV series including Missing Persons Unit.

In January the pay TV company Foxtel said the BBC would provide a channel for its new high-definition service later this year.

Last month BBC Worldwide, the BBC's main commercial arm, signed an agreement to provide programs including The Whistleblowers and The Vicar Of Dibley to the Seven Network.

Top Gear will be launched with a multimillion-dollar advertising campaign, with hopes it might sell up to 70,000 copies a month and reach a wider audience than ACP's best-selling motoring magazine, Wheels.

The publisher also plans a $1 million advertising blitz to promote a relaunch of FHM next month, aimed at moving the raunchy magazine more upmarket to stem circulation losses.

ACP bought FHM through its takeover of Emap's Australian titles last year, but it lost 24 per cent of sales in the December half as it competed for the same readers as ACP's own Ralph.

In a sign how serious ACP is taking the relaunch, Mr Scott said the publisher had even "walked away from around $1 million worth of advertising revenue from the phone sex market".

Media Man does have a business relationship with ACP

Media Man does not represent ACP

Media Man does not represent Consolidated Media Holdings