ABS Capital Partners

ABS Capital Portfolio Company Alloy Digital and Break Media Announce “Merger of Equals,” Forming Leading Multi-Platform Media Company Focused on 12-34 Consumers

(LOS ANGELES and New York, NY) October 14, 2013 – Alloy Digital and Break Media today announced that the companies have merged, creating a powerful digital-centric media company focused on content creation and delivery to the key 12-34 demographic.  Operating under the new name Defy Media, the transaction combines the strength of two market leaders with globally recognized media brands and proprietary distribution channels targeting the digital generation. The new company is well positioned to further accelerate programming and brand extensions across established and emerging media platforms.

Defy Media unites Break Media’s #1 ranked male-targeted network with Alloy Digital’s top ranking media brands and video networks, solidifying a commanding marketplace position with capabilities in content development, in-house production, multi-screen distribution, talent management, brand partnerships and promotion. Both companies have achieved a rapid pace of growth in recent years, building award-winning digital consumer brands and expanding into new revenue streams including merchandising, music, mobile apps, video-on-demand and feature-length content.

“Defy Media signifies a transformative moment, fortifying a multi-faceted media model that’s responding to the changing marketplace and expectations of 12-34 consumers,” commented Matthew Diamond, CEO of Alloy Digital. “The merging of our highly complementary strengths greatly enhances a formidable programming and distribution engine designed to innovate content delivery in the digital age, while also elevating compelling brand experiences for our clients and partners.”

“The expansion of our brand portfolios further energizes Defy Media’s content initiatives across all media platforms and creates significant new revenue opportunities,” said Keith Richman, CEO of Break Media. “We’re excited to realize the next evolution of our business under the new organization as we continue to grow.”

Defy Media’s proprietary media and ad network will combine Alloy Digital and Break Media’s assets, delivering its advertisers unmatched access to consumers across key categories including entertainment, women and men’s lifestyle, comedy and gaming. The merger amplifies Defy Media’s original programming, offering brand partners custom-built and scalable opportunities to align with premium content, along with unique P12-34 demographic insights that include Break Media’s groundbreaking annual study The Acumen Report: The Definitive Guide to Men.

Defy Media’s combined strengths include:

-Top ranking owned and operated properties including its anchor brands: SMOSH, the award-winning comedy brand and #2 most subscribed YouTube channel; Break.com, the #1 video humor site on the web; Made Man, a top men’s lifestyle destination; Clevver Media, the #1 digital entertainment news provider, and other recognized content brands, AWEme, Screen Junkies, The Gloss, and The Escapist.

-Owned and operated web properties reaching over 50MM monthly unique users

-40MM social media followers across its multiple dedicated profiles

-30MM overall YouTube subscribers across owned and operated channels, counting five channels that rank among the video platform’s Top 100, in addition to controlling five of YouTube’s premium channels

-Reaches 125MM unique monthly viewers across owned and operated YouTube channels 

Defy Media will continue to build upon Alloy Digital and Break Media’s channel acceleration agreements with Google’s YouTube and bolster multi-platform content development relationships with new and existing partners, including Freemantle, MTV, Fuse, BBC Worldwide Productions, Dolphin Entertainment, New Regency Productions and 20th Century Fox.

Alloy Digital CEO Matthew Diamond and Break Media CEO Keith Richman will lead Defy Media as CEO and President, respectively. The company will be headquartered in New York City, with dedicated production, technology, sales and marketing teams based in Los Angeles, where several key executive officers reside.  Satellite offices will operate in Chicago, San Francisco, Toronto and Detroit.

Current Alloy Digital investors, ZelnickMedia and ABS Capital Partners, will join existing Break Media shareholder Lionsgate (NYSE: LGF) as backers of Defy Media as a result of this “merger of equals”.  Representatives of each of these investors will serve on the Defy Media board along with Geraldine Laybourne, an industry veteran and former CEO of Oxygen and Nickelodeon. RBC Capital Markets was the exclusive advisor to Break Media in its merger with Alloy Digital to form Defy Media.

About Alloy Digital
Under one roof, Alloy Digital boasts the critical assets for a multi-platform, next generation media company targeting the highly-coveted, early-adopter 12-34 year-old demographic–Generate’s cost-effective development, production and talent management, premium original programming from creators such as Smosh and Clevver, distribution across Alloy Digital’s top-ranked network of media platforms and monetization through sponsorship, ad sales, social media and promotion. Alloy Digital’s proprietary digital media network has ranked top in its category for more than three consecutive years, according to comScore, and attracts more than 90MM consumers each month with reach to over 57% of P12-34 internet users. Alloy Digital holds its position as offering a top-10 video network which delivers several hundred million monthly streams and includes award-winning Smosh, the #2 YouTube channel, as well as Shut Up! Cartoons, one of the fastest-growing YouTube premium channels. The network has attracted over 40MM followers combined across its dedicated social media profiles. Alloy Digital delivers digital campaigns for FORTUNE 500 advertisers and has received multiple industry accolades, including the prestigious ADVERTISING AGE Media Vanguard, an OMMA Award, Webby Award and a DIGIDAY Video Award. Please visit us at www.alloydigital.com.

About Break Media
Founded in 2004, Break Media is a digital media company and the leader in male-targeted content creation and distribution.  The company reaches more than 85 million unique visitors per month across its digital properties, including the #1 comedy video site Break.com and top men’s lifestyle property MadeMan.com, and maintains a growing presence on emerging platforms with more than two million YouTube subscribers and five million mobile app installs.  Break Media’s internal production studio and programming team creates award winning branded entertainment programs and top original video content including  Man at Arms, Speakeasy and Honest Trailers.  Break Media also recently expanded into feature-length development and distribution, partnering with up and coming filmmakers, established producers and top film studios.

Experts in understanding men, Break Media launched the Acumen insights portal in 2012, as well as industry leading annual study, The Acumen Report: The Definitive Guide to Men, which provides unparalleled insight into men’s lifestyles and behaviors.