MoviePass to be spun off from parent company

  • The new entity, MoviePass Entertainment Holdings, will be publicly traded, the company says.
  • The company is also planning to distribute some outstanding shares of MoviePass Entertainment common stock as a dividend to Helios and Matheson shareholders.
  • In recent months, MoviePass has repeatedly adjusted its movie subscription plans and taken out hefty loans to cover massive losses.
Source: MoviePass

Ailing movie subscription service MoviePass will be spun off from its parent company, Helios and Matheson.

The company announced Tuesday that the new entity, MoviePass Entertainment Holdings, will take over full ownership of the service and other film related assets held by Helios and Matheson. It said the new entity will be publicly traded.

"Since we acquired control of MoviePass in December 2017, HMNY largely has become synonymous with MoviePass in the public's eye, leading us to believe that our shareholders and the market perception of HMNY might benefit from separating our movie-related assets from the rest of our company," Helios and Matheson CEO Ted Farnsworth said in a statement.

The company is also planning to distribute some outstanding shares of MoviePass Entertainment common stock as a dividend to Helios and Matheson shareholders.

Shares of Helios and Matheson surged 14 percent Tuesday afternoon, though the stock trades for pennies per share.

In recent months, MoviePass has repeatedly adjusted its movie subscription plans and taken out hefty loans to cover massive losses. The company skyrocketed to popularity with an initial subscription that allowed moviegoers to see a film a day in theaters for $9.95 per month. But the popularity hurt profits, and MoviePass adjusted the plan.

Last week, the New York Attorney General launched a probe into Helios and Matheson to determine whether the company misled investors regarding the company's financials, a person familiar with the investigation told CNBC.

Here's the full release announcing the spin-off:

Helios and Matheson Analytics Inc. (Nasdaq: HMNY) ("HMNY"), a provider of information technology services and solutions, today announced that its Board of Directors preliminarily has approved a plan to create a vertically integrated film production, marketing and exhibition company. To do this, HMNY would create a new subsidiary named MoviePass Entertainment Holdings Inc. ("MoviePass Entertainment") that would take ownership of the shares of MoviePass Inc. ("MoviePass") and other film related assets held by HMNY.

"For many years, HMNY has been focused on data analytics, and in that capacity we own assets like Zone Technologies which provides a safety and navigation app for iOS and Android users and a global security concierge service. Since we acquired control of MoviePass in December 2017, HMNY largely has become synonymous with MoviePass in the public's eye, leading us to believe that our shareholders and the market perception of HMNY might benefit from separating our movie-related assets from the rest of our company," said Ted Farnsworth, Chairman and Chief Executive Officer of HMNY.

To that end, HMNY is endeavoring to create MoviePass Entertainment Holdings as a separate publicly traded holding company that would contain the following four assets: (i) the shares of common stock of MoviePass Inc. ("MoviePass"), the nation's leading movie theater subscription service, held by HMNY, which currently comprise approximately 92% of the outstanding shares (excluding options and warrants) of MoviePass, (ii) the membership interests of MoviePass Films LLC ("MoviePass Films"), HMNY's movie production company partnered with Emmett Furla Oasis Films, held by HMNY, equal to 51% of the outstanding membership interests of MoviePass Films, (iii) the membership interests of MoviePass Ventures LLC ("MoviePass Ventures"), an acquirer and owner of economic interests in completed films, held by HMNY, equal to 100% of the outstanding membership interests of MoviePass Ventures, and (iv) Moviefone™, a multimedia media information and advertising service.

If permitted to do so under applicable Delaware law, HMNY plans to distribute a minority of the outstanding shares of MoviePass Entertainment common stock as a dividend to stockholders of HMNY as of a record date that is yet to be determined, with HMNY retaining control of MoviePass Entertainment upon any such distribution. Holders of any outstanding convertible notes issued by HMNY in November 2017 and January 2018 and certain warrants of HMNY, as of the applicable record date, would be entitled to participate in any distribution of MoviePass Entertainment shares to the extent required by the terms of such notes and warrants. As previously reported in a Current Report on Form 8-K filed by HMNY on October 4, 2018, all the convertible notes issued by HMNY in June 2018 have been cancelled.

Regardless of whether HMNY can effect a dividend of a portion of the MoviePass Entertainment shares held by it under Delaware law, HMNY plans to seek to cause MoviePass Entertainment to become a separate public company listed on Nasdaq or an alternate trading market, if MoviePass Entertainment can satisfy the applicable initial listing criteria of the applicable exchange or trading market.

Following any distribution of shares of MoviePass Entertainment and/or MoviePass Entertainment becoming a separate public company, HMNY plans to retain its ownership of Zone Technologies Inc. ("Zone") and would discontinue its previously announced plan to spin off Zone, and may pursue other acquisitions intended to create value for its stockholders. HMNY plans to continue focusing on data analytics and consumer centric technologies.

"We believe this new vertically integrated entertainment ecosystem, if achieved, would provide a sharper market focus, and that the combination of these four business lines under the MoviePass Entertainment umbrella would produce substantial synergies that we believe will generate value for our shareholders, subscribers, and business partners," said Farnsworth.

A dividend of MoviePass Entertainment shares and/or a contemplated listing of MoviePass Entertainment on Nasdaq or an alternate trading market are subject to numerous conditions, including, without limitation, completion of the contemplated reorganization described in this release, completion of audited financial statements of MoviePass Entertainment, the filing and effectiveness of a Registration Statement on Form S-1 to be filed by MoviePass Entertainment with the Securities and Exchange Commission ("SEC"), the approved listing of shares of MoviePass Entertainment on Nasdaq or an alternate trading market, and HMNY being permitted to distribute MoviePass Entertainment shares under Delaware law, of which there is no assurance. HMNY is in the process of evaluating the tax consequences, if any, of the proposed reorganization and distribution of MoviePass Entertainment shares (if and to the extent permitted under Delaware law).

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.