Comcast Takes Control Sky PLC, to Challenge Netflix, Amazon Overseas

SKY

Comcast emerged triumphant in its effort to take over Sky PLC (Europe’s largest pay TV provider) after outbidding Twenty-First Century Fox (on behalf of Disney), by +/- $3.6 billion, in a rare settlement auction; Comcast’s bid valued the company at +/- $39 billion. Disney, which will take over most of Fox’s film and TV assets, subsequently announced it would sell Comcast Fox’s existing 39% stake in Sky at the auction-winning bid price of $22.54/share. The addition of Sky expands Comcast’s distribution outside of the U.S. (to UK, Ireland, Germany Austria, Italy, Spain and Switzerland) and increases their global footprint to +/- 53 million customers; existing infrastructure that puts the company in position to effectively compete with Netflix (+/- 29 million subscribers across Europe in 2017) and Amazon outside of North America.

Howie Long-Short: Selling its 39% stake in Sky PLC (SKYAY) at $22.54/share ($15.6 billion) must be considered a win for DIS considering it valued control in the company at just $20.44/share during the blind auction and Comcast didn’t need their stake (i.e. little leverage) to gain control over the British pay-TV group.

The +/- $15.6 billion price tag greatly reduces the financial leverage DIS needs to close the $71.3 billion Fox (FOXA) acquisition and when you consider the revenue that’s expected to be generated from the sale of FOXA’s 22 RSNs (valued at +/- $15 billion-22 billion), it’s feasible net acquisition costs could drop all the way down to +/- $35 billion. Significantly reducing the financial debt load is important to Disney with costly broadcast rights renewals on the horizon (see: NFL 2021, MLB 2021, NBA 2025) and the company undergoing the capital-intensive transition from legacy wholesale model to a direct-to-consumer business model (Disneyflix). Disney shareholders seem to be on board with the decision, shares are up +/- 6% from the morning of the tender announcement (9.26); they’ll open at $116.94 on Monday 10.1.

Fan Marino: While some might believe that Comcast’s acquisition of Sky (EPL’s most valued media partner in U.K.) would ensure NBC remains the Premier League’s U.S. broadcast partner beyond the ’21-’22 season, historically, the EPL has ignored affiliation between rights holders and taken the highest offer; back in ’16, Sky in Germany lost EPL rights to then-newcomer DAZN (unproven, yet deep pocketed), despite have the rights of 126/128 games in the U.K.

Across the pond, U.K. soccer fans must be wondering if there will be any changes coming to Sky’s broadcast coverage in the wake of the ownership change. English futbol fans aren’t going to want NBC’s “Americanized” version, so Comcast would be wise to let Sky run their EPL coverage autonomously; focusing on the distribution of non-sports entertainment assets instead (see: Universal Pictures).

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Blind Auction to Determine Sky PLC Winner

SKY

There’s finally an end in sight in the transatlantic battle between 21st Century Fox and Comcast for British broadcaster Sky PLC. Back in August Comcast increased its offer, valuing the London based pay TV group at +/- $34 billion. Under British takeover rules, Fox (owns 39% of Sky PLC) has until September 22nd to top Comcast’s all-cash bid. It now appears as if Fox will have the opportunity to take down Sky, without another bid, before this week’s deadline. The U.K. Takeover Panel has announced a blind auction will determine the winner. Though a best-and-final offer can still be made before Saturday’s deadline, a “sealed bid will [probably] be the only way to decide the outcome.”

Howie Long-Short: Sky (SKYAY) is appealing to U.S. broadcasters because it gives them the rare opportunity to expand abroad. With primary broadcast rights to the English Premier League (through 2022), German Bundesliga (through 2021), and Italian Serie A (through 2021), the company is a market leader in the UK, Ireland, Germany, Austria, and Italy.

Generally speaking, European sports broadcast rights sell for +/- 30% less than those in the U.S, but that doesn’t mean Sky’s profitability hasn’t suffered amidst skyrocketing acquisitions costs. The company’s current rights deal with the EPL ($2.25 billion per season) resulted in operating profits for its the UK division declining -14.1% during FY16/17, the first year of new deal (cost cutting moves in ‘17/18 enabled the division to grow operating profits again). In Germany ($1.36 billion per season), the company posted a loss a $5.2 million loss for FY17-18, just one year after recording the division’s first positive result ($52.6 million under old contract). Sky has since conceded rights, so expect the divisions return to begin growing profits again in ‘18/19

Recent developments in Italy have been much more favorable. Thanks to a legal dispute between Serie A and the Barcelona-based MediaPro Group, Sky Italia – in a joint bid with DAZN – retained domestic rights with just a minimal cost increase (+3.2% to $1.13 billion per season); though, it must be noted that reaching subscription milestones could result in the fee increasing by as much as $116 million/season.

Sky PLC’s stock has nearly doubled since Fox first agreed to buy the remaining shares of London based broadcaster at a 35% premium back in December 2016. Shares closed at $83.34 on Wednesday, meaning investors still see +/- 6% upside from Comcast’s latest bid.

Fan Marino: Sky customers in the U.K. have been hurt by the increased competition for sports rights market as they’ll now need to pay for Amazon Prime and Eleven Sports too if they want Golf’s US Open, the Tennis PGA Championships, or the Spanish La Liga.

While Howie mentioned that Sky has dropped rights to lower their expenses in several markets, one place you won’t find Sky cutting costs is with domestic futbol rights – as they drive subscriptions. All three divisions reported subscriber growth during FY17/18 (UK: 13m; Germany/Austria: 5.2m; Italy: 4.8m) despite each carrying fewer games than under the terms of their previous deals.

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Comcast Out of Fox Bidding War, Focused on Landing Sky

Comcast

Comcast has dropped out of a bidding war with The Walt Disney Company (DIS) for 21st Century Fox’s (FOXA) film and television assets to focus its efforts on acquiring Sky Plc (SKYAY), the “crown jewel” of the Fox portfolio. By pulling out of the competition for Fox’s entertainment assets, Comcast avoids bidding up the implied value of SKYAY; the consequence of an “arcane provision in U.K. takeover rules”. Back on July 11th, Comcast (CMCSA) improved its cash offer for the European cable provider by 18% (to +/- $19.50/share, $34 billion); a 5% premium to the latest FOXA offer. Disney has indicated in regulatory filings that it will determine if FOXA is to continue with its pursuit of SKYAY; no decision has been made and one is not expected prior to the DIS shareholder vote on July 27th (re: Fox acquisition).

Howie Long-Short: Comcast’s decision to drop out of the bidding all but ensures that The Walt Disney Company (DIS) will take down the Fox film and tv assets. Of course, DIS had always been considered the front-runner for those FOXA properties having submitted the highest offer ($71.3 billion vs. Comcast’s $65 billion) and maintaining the support of both Rupert Murdoch and President Trump. Comcast shares popped 3% on the news, but nearly all gains realized were lost by Friday’s close ($34.30).

CMCSA appears to be willing to split the spoils with DIS, taking SKYAY and leaving the balance of the Fox assets for Disney’s taking. Comcast is now well positioned financially to outbid Disney should they make an aggressive play for SKYAY. BTIG Analyst Rich Greenfield expects that to happen saying, “while it is certainly possible that Fox (and in turn, Disney) is going to walk away from Sky and not match/exceed Comcast’s offer, it does feel hard to believe.”

SKYAY is the asset that Comcast really wants. The British pay-TV service could bring both the original content and distribution (satellite & broadband) capabilities to make the alliance “a mini Comcast-NBCU”. Adding 23 million subscribers across 7 countries, also give CMCSA the international expansion it seeks as the company strives to keep up with Amazon and Netflix in the global streaming race. While Comcast seeks 100% of Sky (including FOXA’s 39% stake), the company appears willing to settle for majority ownership; it’s unclear if Disney intends on selling its stake.

I asked Dan Cohen, Octagon SVP, Global Media Rights Consulting Division which deal (SKYAY or Fox Film/TV assets) contains the most valuable sports media rights?

Dan: Sky is the stronger sports specific acquisition with a robust portfolio not only in the UK, but other significant European markets. The crown jewel is obviously Premier League, but F1, Cricket and Golf are significant as well. Sky Italia offers up premium content after just renewing Serie A rights in Italy and Sky is a player in Ireland Spain, Germany and Austria.

Editor Note: Fox assets include Star India and Fox International channels, but no domestic rights. Comcast (had they continued pursuit of Fox assets) also intended on divesting the 22 RSNs to avoid anti-trust concerns.

Fan Marino: As Dan notes, SKYAY’s portfolio of sports broadcast rights is impressive (particularly the EPL), but the control over and value of those rights remains tentative. Exclusive broadcast deals cannot be counted on to last and as MoffettNathanson analyst Craig Moffett astutely pointed out, “absent these exclusives, Sky is, well, just satellite TV.”

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Comcast Positioned to Take Down Sky, Could Drop Pursuit of Fox Assets (including 22 RSNs)

SKY

21st Century Fox (FOXA) raised its bid 30% (to +/- $18.50/share) for Sky PLC (SKYAY) on Wednesday, before Comcast (CMCSA) improved its cash offer for the European cable provider by 18% (to +/- $19.50/share); a 5% premium to the latest FOXA offer. Comcast’s offer was reportedly “recommended by Sky’s independent directors” and the company is said to have “earmarked funds to fulfill the terms of the deal”; the company hopes to complete the acquisition by October, having already received regulatory approval (had been an issue with Fox’s Dec. ‘16 bid) from the EU, Austria, Germany, Italy, and Jersey. The WSJ indicated that if Comcast were to take down Sky, the company could drop its pursuit of Fox’s film and TV assets; FOXA’s existing 39% stake in SKYAY has been a target in that deal.

Howie Long-Short: The Walt Disney Company is considered the front-runner for the FOXA properties having submitted a $71.3 billion offer; obtaining full control of SKYAY is critical to completing that transaction, which explains FOXA’s interest in the British television group.

As for Comcast, SKYAY could bring them both the original content and distribution (satellite & broadband) capabilities that would make the alliance “a mini Comcast-NBCU” and give CMCSA the international expansion it seeks as the company looks to keep up with Amazon and Netflix.

I asked Dan Cohen, Octagon SVP, Global Media Rights Consulting Division which deal (Sky or Fox assets) would best position Comcast in the sports media sector?

Dan: Sky is the stronger sports specific acquisition with a robust portfolio not only in the UK but other significant European markets. The crown jewel is obviously Premier League, but F1, Cricket and Golf are significant as well. Sky Italia offer up premium content after just renewing Serie A rights in Italy and Sky is a player in Ireland Spain, Germany and Austria.

Editor Note: Fox assets include Star India and Fox International channels, but no domestic rights. Comcast would also be divesting the 22 RSNs to avoid anti-trust concerns.

Howie: What are the 22 RSNs worth?

Dan: I wouldn’t be surprised if they could fetch as much as $28 billion. Either winner (Comcast or Disney) will be well positioned to reap billions from the sale. The capital earned from the RSN divestiture can help offset the purchase price or be applied to aggressively pursuing even more premium sports content.

FOXA shareholders were less than pleased with Wednesday’s developments, shares declined -4% on the day closing at $47.79.

Fan Marino: Speaking of 21st Century Fox, it’s being reported that despite ad revenue increasing from 4 years ago, the company is going to lose money on the ’18 World Cup. Simply put, the company overestimated (by 7-10%) the number of viewers they expected to tune-in (and guaranteed in ad deals) and are now being forced to offer “make goods” (i.e. additional air time) to advertisers. Interestingly, Telemundo won’t post a profit either; that’s surprising if only because it set network ratings records (including 125 million live streams) throughout the tournament.

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BT to Carry Amazon Prime Sports Content on Cable Television

BT Group

BT has signed a carriage agreement with Amazon that will bring sports content from the Prime Video library (along with movies and television shows) to cable television (BT TV). Effective immediately, BT TV subscribers will receive complimentary access to the Amazon Prime Video streaming service, ensuring British soccer fans can to watch every ’19-’20 EPL match via their set-top boxes; Amazon recently acquired the exclusive rights to broadcast 20 matches/season in the U.K. and Ireland, beginning in 2019-2020. Financial terms of the Amazon carriage deal were not disclosed.

Howie Long-Short: It was just 3 weeks ago that the EPL announced Amazon (AMZN) and BT Sport (BT) had won exclusive rights (in U.K. and Ireland) to the last 2 broadcast packages available for 3-year period beginning in ’19-’20; each containing 20 games/season. While terms of the Amazon deal were not disclosed, BT Sport reportedly signed a pact worth $40 million/year. Back in February, the EPL announced BT won package A ($409.3 million/season, for 32 matches/season), while SKYAY took home packages B, C, D & E ($1.655 billion/season, for 132 matches/season). Content sharing agreements with both BT Sport and Sky Sports ensure BT subscribers have access to all EPL games.

As for AMZN, the company posted its most profitable quarter ever in Q1 ’18. It grew revenue +43% to $35.7 billion, while net income rose 121% to $1.6 billion. Cloud computing (+49% YoY to $5.44 billion), subscription services (+60% YoY to $3.1 billion) and ad revenue (+139% YoY to $2.03 billion) all contributed to the record quarter. AMZN shares are down 5% since SCOTUS ruled states and local governments can collect sales tax from online retailers (’92 ruling said internet was a tax-free haven) back on Wednesday June 20th, closing on Monday at $1,663.15.

Fan Marino: In addition to the EPL, Amazon has exclusive broadcast rights (in U.K. and Ireland) to the U.S. Open Tennis Championships (through ’22) and ATP World Tour. BT subscribers will also receive access to those events at no additional charge.

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Comcast Submits $65 Billion All-Cash Offer for Fox Film/TV Assets, Including 22 RSNs

CMCSA

Just 24 hours after the announcement that a federal judge had approved AT&T’s $85 billion takeover of Time Warner, it was reported that Comcast (CMCSA) submitted a $65 billion all-cash bid for 21st Century Fox’s (FOXA) film and TV assets (including 22 RSNs); trumping the $52.4 billion all-stock offer that The Walt Disney Company (DIS) had placed in December. Comcast’s interest largely surrounds FOXA’s 30% stake in Hulu, as the acquisition would give CMCSA controlling interest in the OTT service (already own 30%). NBCUniversal CEO Steve Burke stated, “we would be very very interested in growing that business.” In fact, it’s possible that if Comcast’s offer were to be selected, the company wouldn’t even end up controlling the RSNs; language within their bid indicated the company would match any regulatory commitments made by DIS; including to “divest… any of the RSNs.”

Howie Long-Short: FOXA shares rose +7.7% (to $43.66) on Wednesday following report of the Comcast bid. DIS closed up +2% (to $106.30), while CMCSA shares remained flat ($32.32) as investors expressed skepticism about the company increasing their debt level to 4x earnings; necessary to finance both the Fox deal and their purchase of Sky PLC (SKYAY).

It’s certainly worth noting that Comcast’s bid places a +/- $24 billion valuation on the 22 RSNs.

SKYAY is another name to watch. If DIS counters CMCSA’s bid, it’s possible that Fox will up its bid (currently $14.38/share) for the European pay-tv provider. Fox currently owns 39% of the company and was planning to acquire the remaining 61%, with the intention of flipping the asset as part of the proposed $52.4 billion transaction. Should a bidding war arise, John Janedis, an analyst at Jefferies LLC said it wouldn’t be unreasonable for the winning bid to reach $80 billion. For reference purposes, Comcast bid $16.72/share for 61% of Sky. The domestic cable/internet provider wants the asset (and Star – India) to expand its business overseas.

Fan Marino: AT&T’s (T) acquisition of Time Warner (TWX) includes several sports-related properties including Turner Sports, Bleacher Report and the newly launched Bleacher Report Live service; an untethered (i.e. no subscription needed) premium sports streaming service. T also takes controlling interest in the country’s largest pay television distributor, DirectTV. TWX shares rose 2% on Wednesday to $97.95, while T shares declined 6.2% (to $32.22) on the news.

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Amazon Acquires Exclusive EPL Rights, First Non-Traditional Broadcaster to Carry League Games

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Amazon (AMZN) has acquired the exclusive rights to broadcast 20 English Premier League matches per season in the U.K., becoming the first non-traditional broadcaster to carry league games. The three-year pact, set to begin in 2019-2020, represents the e-commerce giant’s most significant live sports programming acquisition to date. AMZN will live-stream games on its digital Prime video service at no additional charge to Prime members (costs $119/year). Financial terms of the deal were not disclosed but BT Sport is reportedly paying $40 million/year for a comparable package. Late Thursday, with the league’s broadcast rights through the next cycle sold, Executive Chairman Richard Scudamore announced he would be resigning before the end of the calendar year. A successor has yet to be named.

Howie Long-Short: It’s important to simultaneously recognize the significance of this deal (i.e. a FAANG company lands exclusive rights!), while understanding that 90% of the broadcast rights available to media companies within this round were sold to traditional TV providers (i.e. linear television isn’t going anywhere, anytime soon). SKYAY will pay $1.655 billion/season for its four packages (128 games/season), a 14% discount on the expiring deal; while BT got the 5th package (32 games/season) for 8% less ($409.3 million/season) than it’s currently paying for the rights. BT picked up an additional 20 games/season at a discount rate ($40 million/season), earlier this week.

EPL clubs decided to sell the last two rights bundles (Amazon’s and the BT deal signed this week) at a cut-rate price after each failed to meet reserve prices in February’s auction and having concluding that Executive Chairman Richard Scudamore overestimated the interest from non-traditional broadcasters after the first five packages were sold to the old guard.

As for AMZN, the company posted its most profitable quarter ever in Q1 ’18. It grew revenue +43% to $35.7 billion, while net income rose 121% to $1.6 billion. Cloud computing (+49% YoY to $5.44 billion), subscription services (+60% YoY to $3.1 billion) and ad revenue (+139% YoY to $2.03 billion) all contributed to the record quarter. AMZN shares are up 7% since May 22nd and climbed past $1,700 for the first time this week, closing on Thursday at $1,689.30.

Fan Marino: The EPL’s 20 clubs currently split international broadcast revenues evenly, but top clubs like Manchester City, Manchester United and Liverpool have been lobbying for a larger percentage; arguing it’s their presence within that attracts the foreign viewer. On Thursday, they got their wish – the league’s clubs decided that any future increases in broadcast revenues would be distributed according to final league position (from ’19-’20 season forward). It should be noted that the new formula ensures the league’s top club receives no more than 1.8x the amount of the lowest-earning club.

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BT Sport, “New Online Player” Land EPL Broadcast Rights at Discount Rates

logo-epl

Less than four months after Sky (SKYAY) and BT Sport (BT) agreed to spend a combined $6.194 billion on the English Premier League’s five most valuable domestic broadcast rights packages, BT Sport and a “new online player” have agreed to purchase the rights to the last two available packages (F & G) at a discount rate. EPL clubs have decided to sell the rights bundles at a cut-rate price after each failed to meet their reserve prices in February’s auction and concluding that Executive Chairman Richard Scudamore overestimated the interest from non-traditional broadcasters (think: FAANG). Financial terms of the deals have not been disclosed, but the new broadcaster’s identity will be revealed at a club meeting on Thursday; speculation surrounds both Facebook and Amazon.

Howie Long-Short: Despite the decline in the value of domestic rights, Scudamore is confident overall media rights will increase “by a decent amount” during the next cycle (’19-’20 through ’21- ‘22). Any lost domestic revenue will be offset by skyrocketing international rights. NBC (in U.S. market), ESPN (Brazil) and SuperSport (Sub-Saharan Africa) have all committed to paying a significant increase for the rights to broadcast EPL games.

As we know, NBC is owned by Comcast (CMCSA), while ESPN is property of The Walt Disney Company (DIS). SuperSport is a subsidiary of the South African based internet and media group, NASPERS. The company trades on the Johannesburg Stock Exchange under the symbol NPN or OTC with the symbol NPSNY. Shares rose 71.34% in 2017 on the back of Tencent (TCEHY), as NASPERS owns 31.2% of the Chinese internet giant. NPSNY hasn’t performed as well in 2018 though; the stock is down -7% YTD, despite being +8% (to $52.38) since last Thursday’s close.

Fan Marino: Back in February, the EPL announced BT won package A ($409.3 million/season, which includes 32 games played on Saturdays at 12:30p GMT), while SKYAY took home packages B, C, D & E ($1.655 billion/season). Packages F & G each carry 20 live midweek and bank holiday matches per season. The addition of 20 more games will give BT 52 live broadcasts/season, up from 42 under the expiring agreement.

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Most Followed Sports Media Brand on Social Media Adds DevinSuperTramp

Whistle4

Whistle Sports has signed Devin Graham, better known as DevinSuperTramp, to create branded original content (including some longer-form) for the post-millennial sports network. The Whistle Sports Network (WSN), which produces, curates and distributes sports-related content (across social, digital and TV) for a youth audience, will add Graham to its talented network (500+) of creators (think: Dude Perfect, Nitro Circus). The extreme sports film-maker with a reputation for producing viral content for some of the world’s biggest brands (see: Ford, Intel), will bring a loyal following to the “most-followed (170 million subs/followers) sports media brand on social media”; 9 million followers across various social platforms, including 4.9 million YouTube channel subscribers. Content delivered by WSN generates +/- 2 million views per month.

Howie Long-Short: Whistle Sports remains privately held, but the company has raised $80.5 million to date; with much of the capital coming from publicly traded companies. iHeartMedia, Inc. (OTC: IHRTQ) participated in the company’s seed round, Sky (SKYAY) and Liberty Global (LBTYA) invested in their $28 million Series B round, and both Tegna, Inc. (TGNA, formerly Gannett) and NBC Sports Ventures (CMCSA, led round) invested in the company’s most raise; a $27.5 million Series C round in January 2017.

Fan Marino: Whistle Sports and DevinSuperTramp previously collaborated on a Super Bowl commercial for Pepsi and Papa John’s Pizza, a project called “The World’s Longest Touchdown Catch.” In the viral video (2.6 million views), Joe Montana throws a spiral out of an airplane cruising 14,000’ over California. A team of skydivers jump out after the loose ball, battling for it as they free-fall towards the earth’s surface. I won’t spoil who comes down with “The Catch”, but you can watch the video (and find out who grabs it), here.

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DRL Announces Global Expansion, Title Sponsorship Extension

DRL 200x200

The Drone Racing League (DRL) announced global expansion and a new major media partnership. On Saturday June 16th, the DRL will bring the first pro drone race to Allianz Riviera Stadium in Nice; Level 5 of the 2018 Season. Groupe AB, a French content producer/distributor/aggregator, will carry the race; becoming the first broadcast network to bring DRL to the region. In related news, the drone racing organization announced the extension of its partnership with the circuit’s title sponsor Allianz to 5 years.

Howie Long-Short: There are several ways to play DRL with Liberty Media, Allianz, World Wrestling Entertainment and Sky all maintaining stake in the circuit. While DRL does not share equity details, it is known that the U.K. satellite provider (SKYAY), John Malone’s Liberty Media complex and Lux Capital (privately held) led the organization’s $20 million Series B round in March 2017.

As for Groupe AB, the company was acquired by the production-distribution group Mediawan for +/-$290 million in January 2017. GroupAB, widely distributed throughout French speaking Europe and Africa, is now at the center of Mediawan’s business; which is rapidly expanding as the company scoops up content generators across fiction, animation and documentaries. Mediawan trades on Paris’ Euronext under the symbol EPA: MDW.

In late March, MDW reported FY17 financials; including $198 million in revenue (3% above target) and $49 million in EBITDA. CEO Pierre-Antoine Capton noted that a “substantial international appetite for original European productions” will lead to international expansion, across Europe, in 2018.

Fan Marino: Back in 2008, New Meadowlands Stadium, LLC was in discussions with Allianz SE surrounding a naming rights partnership for the Jets/Giants new venue. However, overwhelming outrage over the company’s past association with Nazi Germany (learn more, here), forced the developer to break off negotiations. I had to ask DRL CEO Nick Horbaczewski if the racing organization had any reservations about associating with the Munich based financial services company?

Nick: “We’re thrilled to have extended our title sponsorship with one of the world’s leading insurance companies, Allianz, who has partnerships with iconic brands all over the globe, including legendary art museums like MoMA, innovative sports leagues like Formula E, and historic football teams like FC Barcelona.”

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