Goldman Sachs, Apax Partners, which former BBC director-general Greg Dyke is advising, and Blackstone have been working over the weekend to solve the complicated issues thrown up by the first approach they made to the broadcaster.
To pursue the deal, they need to overcome the board's objection that it is not in the best interests of all shareholders. However, if the board rejects another friendly approach, the Sunday Times claims that Blackstone would rather walk away than attempt a hostile takeover.
Last week, it was revealed that the trio were offering to invest £1.3bn in the broadcaster in return for new ITV shares equivalent to 48% of the company, while existing shareholders would end up with a 52% stake by retaining their shares.
Those shareholders would be rewarded for handing over control with a £3.5bn special dividend, which the consortium would raise by increasing the company's debt.
However, ITV argues that this arrangement is unfair to those shareholders who would rather sell their shares than stay invested in a debt-laden company. The consortium may therefore have to offer these shareholders a cash sweetener.
The problem the consortium has is that its plan does not warrant taking a higher stake than 48% and so it does not want to buy these shares itself.
Part of its problem is that Dyke's team is struggling to come up with an all-cash offer for ITV as the broadcaster considers returning £1bn to shareholders.
An all-cash offer would mean raising an additional £1.4bn. This would allow those shareholders who want no stake in the the new consortium to walk away.
The consortium is investigating solutions such as bringing in a fourth partner or an underwriter to take on the risk of buying and reselling the shares, but is unsure how many shareholders would sell out. It is being reported that the trio will walk away if they are unable to find a solution within 10 days.
If the consortium succeeds with the deal, it will install Dyke as chief executive in place of Charles Allen. Dyke, who has been critical of ITV's programming strategy, is likely to take the broadcaster on a new course and bring in former colleagues from his time as BBC director-general.
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