Quote:
Originally Posted by afv011
How do you know that?
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Because I read it in the agreement.
The actual geographies that Microsoft require Newco to expand to are redacted, but not the existence of that requirement, and I think it is guaranteed that one of those geographies would have been the UK, and likely that the UK was (one of) the priority geography(ies) specified in subsections a) below, as the largest English-language eBook market after the US and Canada. (Possibly bigger than Canada?)
http://www.sec.gov/Archives/edgar/da...191/ex10-2.htm
Quote:
1.3 NewCo Responsibilities. NewCo will:
[...](f) expand the geographies and catalog of the NewCo Store pursuant to Section 5;
[...]
Section 5. Geo Expansion
5.1 Publishing Services Platform. NewCo will use good faith efforts to make the Publishing Services Platform available in the Geos in which developers can submit applications to the Windows Store as of the Effective Date (currently[***]) in compliance with applicable laws (including applicable tax laws) in accordance with the following schedule:
(a) in [***] by [***];
(b) [***], as selected by NewCo, of such Geos by [***];
(c) a total of [***], as selected by NewCo, of such Geos by [***]; and
(d) a total of [***], as selected by NewCo, of such Geos by [***].
[...]
5.4 Commercial Content. NewCo will use good faith efforts to enable the purchase and consumption of market-specific commercial Reading Content from the NewCo Store by entering into Material Commercial Content Agreements for each of the Priority Geos in accordance with the following schedule:
(a) in [***] by [***];
(b) any [***], as selected by NewCo, of the following [***] Geos by [***] (such [***], the “Initial Commercial Geos”); and
(c) a total of [***], as selected by NewCo, of the Priority Geos by [***];
(d) a total of [***], as selected by NewCo, of the Priority Geos by [***].
The “Core Geo Commercial Content Condition” means that NewCo has entered into Material Commercial Content Agreements for each of the Initial Commercial Geos, and the “Core Geo Trade Book Condition” means having Material Trade Book Agreements in the Initial Commercial Geos.
[...]
7.2.3 Deferral of Advances. Microsoft may defer payment of [***] of the amount of any and/or all Advances that have not yet been required to have been made under Section 7.2.1 if:
(a) the Core Geo Trade Book Condition is not satisfied before [***]; or
[...]
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[Edit: I also think it is possible that part of Amazon's reasoning for signing Waterstones up to distribute Kindles was that they knew B&N would have to enter the UK market, and wanted to make that more painful. Successful market denial tactic for little effort]