What just happened? Helios and Matheson Analytics, the parent company of MoviePass, has decided to distance itself from the floundering company. On Tuesday the company announced a preliminary plan to spin off MoviePass as a separate entity.
Helios and Matheson Analytics (HMNY) primarily provides information technology solutions. However, since acquiring MoviePass in a high profile buyout, most people know it for the theater subscription service. Indeed, if you have heard of Helios and Matheson, it was probably because of the many articles that have been written about the rise and fall of MoviePass.
The HMNY board of directors don’t care that the parent company is being so closely associated with the troubled subsidiary and has agreed to a plan to spin it off into a “vertically integrated film production, marketing, and exhibition" firm.
Chairman and CEO Ted Farnsworth addressed the situation in a press release.
“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.”
What will happen is HMNY will create a new subsidiary called MoviePass Entertainment Holdings Inc. This company would then take possession of all MoviePass Inc. shares as well as any other film-related assets held by HMNY. While HMNY will still own the new company, MoviePass Entertainment Holdings will be different from a subsidiary as it will be publicly traded and will carry its own assets.
Assets in the spun-off firm will include all shares of stock in MoviePass Inc. currently held by HMNY, membership interests in MoviePass Films LLC (HMNY’s film production company), membership interests in MoviePass Ventures LLC (HMNY’s holder of economic interests in completed films), and Moviefone (multimedia information and advertising service). Shares in the new company will be distributed to interest holders.
The deal has to go through the SEC approval process. Once approved, Delaware law will have to okay the distribution of existing stock to shareholders and NASDAQ will have to agree to list in on the market.