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Disney Acquired Playdom for Up to $763.2 Million: What the Deal Included

Disney’s $763.2 million Playdom headline combined $563.2 million in announced consideration with a contingent earn-out of up to $200 million; it does not prove the full amount was paid.
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Disney announced its Playdom acquisition on July 27, 2010, with $563.2 million in consideration subject to conditions and a further earn-out of up to $200 million tied to performance. The often-cited $763.2 million figure is the maximum implied by those terms—not confirmation that Disney paid the full amount.

How much did Disney pay for Playdom?

Disney’s announcement described $563.2 million in consideration, subject to conditions, plus an earn-out of up to $200 million. Adding the base consideration to the maximum earn-out gives a possible total of $763.2 million. The earn-out was contingent, so that headline amount was a ceiling rather than a guaranteed payment. Disney’s July 27, 2010 announcement set out the deal terms.

In its fiscal 2011 Form 10-K, Disney later reported approximately $563 million in total consideration, subject to conditions and adjustments. The rounded figure is not inconsistent with the announcement’s more precise $563.2 million figure; the two reports use different levels of precision. The filing also describes part of the consideration as subject to vesting conditions and recognized as post-close compensation expense. Disney’s fiscal 2011 Form 10-K provides the later accounting and closing details.

Deal component Amount and meaning
Announced consideration $563.2 million, subject to conditions, according to Disney’s July 27, 2010 announcement.
Performance-linked earn-out Up to $200 million more, contingent on Playdom meeting specified targets.
Maximum implied total Up to $763.2 million, calculated by adding the announced consideration and maximum earn-out; not evidence of the final amount paid.

When did Disney complete the acquisition?

Disney announced the agreement on July 27, 2010, and reported in its fiscal 2011 Form 10-K that the acquisition closed on August 27, 2010. The filing says the earn-out depended on predefined revenue and earnings targets for calendar year 2012.

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What happened to the $200 million earn-out?

The filing establishes the earn-out’s maximum and its performance conditions, but the cited announcement and filing do not establish the final amount Disney paid. It would therefore be inaccurate to say that Playdom earned—or Disney paid—the full $200 million.

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Why did Disney buy Playdom?

Disney said the acquisition would strengthen its digital gaming portfolio, bring Playdom’s management team into the company, and give consumers new ways to interact with Disney on social networks such as Facebook and MySpace. In its later filing, Disney described Playdom as a developer of online social games and said the acquisition was intended to strengthen its gaming portfolio and provide access to a new customer base. These statements explain Disney’s rationale at the time; they do not establish whether the goals were achieved.

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Playdom’s games and audience at the time

Disney named Social City, Sorority Life, Market Street, and Bola among Playdom’s titles. Its July 2010 announcement estimated that the company had 42 million monthly active players. That was Disney’s estimate at the time, not an audited count or a current audience figure.

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