Meet GoDigital, the happiness-obsessed company that wants to buy Vice Media

When Suroosh Alvi, Gavin McInnes and Shane Smith founded Vice magazine, which later expanded to Vice Media, they built a business based on a punk rock, counterculture image. Smith once had himself recorded, nearly naked and drinking alcohol, giving a tour of the media organization's Brooklyn, New York, headquarters.

The company's name is Vice. It's self-explanatory.

Next week, Vice, once valued at $5.7 billion, is planning to sell itself out of bankruptcy. A little-known Los Angeles-based company that wants to buy it has a quixotic culture that would be incomparable to those early days of Vice, and it would almost certainly be derided.

GoDigital Media Group is a privately held conglomerate that owns video and music rights, especially in the Latin genre, and an array of different businesses. The company has such a low profile, it currently doesn't have a physical headquarters after shutting down its Los Angeles office during the pandemic. GoDigital plans to open up a new LA office later this year. Its executives have been running the business remotely since 2020.

Initially, co-founders Jason Peterson, 41, and Logan Mulvey, 38, used cash flow from music-licensing rights to establish a business around digital media distribution, connecting content creators to retailers by developing a cloud software company called ContentBridge in 2010. GoDigital later expanded its rights business to include those from Jason DeRulo and T.I. Last year, GoDigital invested $100 million into that division for future growth. Music rights ownership makes up the bulk of the company's revenue and valuation.

In recent years, Peterson, GoDigital's chief executive officer and chair, has modeled the company as a mini-Berkshire Hathaway as he attempts to play what's called "the infinite game" — owning durable businesses that hit passion points for consumers.

GoDigital has made eight different acquisitions since 2020 that have spanned media and commerce. Peterson and Mulvey have pursued distressed assets with consumer brand recognition. They acquired YogaWorks for $9.6 million in 2021 after it filed for bankruptcy in October 2020. And last year, the pair plucked assets out of bankruptcy, scooping up retailers Eastern Mountain Sports and Bob's Stores for $70 million.

The total portfolio now includes seven companies after it merged two of its companies, Latino-focused media companies Mitu and NGL Collective, co-founded by actor John Leguizamo. GoDigital employs about 1,300 people through its subsidiaries and generates annual revenue in the high hundreds of millions.

The company wants to "inspire happiness" along the way, said Peterson in an interview that evoked the opposite of the in-your-face culture that Smith brought to Vice.

"Our goal is to create emotions of joy and happiness in our customers and our employees," said Peterson. "What differentiates us is our long-term perspective. The goal of the infinite game is simply continuity of play to make sure the game goes on. And when you live and work in that kind of a paradigm, you're living and working in a compound interest paradigm."

Vice would be GoDigital's largest acquisition to date. GoDigital plans to bid for Vice on Tuesday at a price between $300 million and $400 million, according to people familiar with the company's thinking. GoDigital's executives wouldn't comment on the specifics of their planned bid.

If another buyer makes a bid or offers to purchase part of the company but not the whole, an auction would be held on June 22. The next day a judge would confirm a potential acquisition during a court hearing.

Sean "Diddy" Combs' Revolt is also considering a bid, said a person familiar with the matter. A spokesperson for Revolt couldn't be reached for comment.

Fortress Investment, Vice's largest creditor turned equity holder, is running the sale process and has pledged to back a portion of GoDigital's bid and other potential offers, said the people, who asked not to be named because the details of the bids are private. Fortress, along with Soros Fund Management and Monroe Capital, has committed to a stalking horse bid of $225 million.

A spokesperson for Fortress declined to comment.

GoDigital's opaque finances and hodgepodge of smaller assets is stirring skepticism about its ability to acquire a company of Vice's size. Chief Strategy Officer Craig Greiwe, who was tasked with finding acquisition targets when he joined the company last year, said GoDigital is holding talks with other equity partners on a bid. He declined to provide any names.

"I can understand the skepticism if people haven't heard of us," said Greiwe.  "We do have the money to buy it.  We are serious in our bid.  We are also confident that the sellers view us as a legitimate and credible bidder.  We are confident that we can run the company and do so profitably."

Peterson and Mulvey said they want to own Vice because think it's been run poorly. They cite the company's profligate spending, specifically wondering why it's leasing 20 offices and production hubs throughout the world rather than having employees work remotely. The co-founders are in talks with Alex Wallace, the former head of media and content at Yahoo from 2020 to 2022, to be Vice's new CEO if GoDigital buys the company, according to people familiar with the matter. Wallace declined to comment.

As CEO, Peterson said he tries to match his portfolio companies' employees with their own interests. "The Zone of Genius," a concept borrowed from Gay Hendricks' "The Big Leap," is about the intersection between what a person loves and what they are good at doing, Peterson explained. He will preach that message to Vice's employees on Day One if GoDigital acquires the company, he said.

"I'm going to go in there and I'm going to treat everybody as an individual human, and we're going to try and figure out what are their individual purposes, what are their values?" Peterson said. "Because when we work at the confluence of what we like and what we're great at or good at, we're going to do well. It doesn't matter how good we are at something if we don't like it. We're not going to do it for a long time. When you have high degrees of alignment of purpose between the individual and the organization, that's when the magic happens."

When business conversations turn to concepts like happiness and value alignment, it's easy to think about WeWork founder Adam Neumann's mission to elevate the world's consciousness and cringe. It's particularly jarring to match up the airy language against Vice's original mission. Smith, Vice's executive chairman and former CEO, couldn't be reached for comment.

GoDigital's executives show no embarrassment about their New Age-style business school lingo. They believe linking passion and purpose creates "an incredible positive feedback loop for the company," said Peterson.

"Recognizing that people make decisions based on their emotional state, our goal is to inspire happiness through an ecosystem of content, community and commerce across consumer passion points," said Greiwe. "I'm now the person who dreams that at night. There's a fundamental belief in making the impossible possible and doing it before anyone else."

Any company, including GoDigital, would have its share of problems in taking on Vice.

Vice had revenue of about $600 million last year and wasn't profitable, Axios reported last month. Vice has been cash flow negative for "several years" according to a bankruptcy filing.

"There's no reason that Vice shouldn't be profitable today, but for its past mismanagement," Peterson said.

But simply figuring out what Vice employees want to do and making sure they do it doesn't solve problems like a weak advertising market or competition for content. Still, Peterson and Mulvey see similarities between Vice's business and several companies they already own. Mulvey pointed to YogaWorks as a business GoDigital has transitioned to meet new ways of consumption.

With YogaWorks, GoDigital has attempted to disrupt an in-studio yoga consumer base with an online subscription service offering digitally distributed at-home classes. YogaWorks shut down all of its brick-and-mortar locations as part of its bankruptcy reorganization and has "only lost a very small number of customers" as GoDigital has transitioned the business online, Mulvey said.

Mulvey, who took over as YogaWorks' CEO in January, said the shift from studio-based to in-home yoga is analogous to changing media-consumption habits.

"People consumed Vice on HBO or cable TV," Mulvey said, alluding to Vice's now-cancelled show on HBO and Vice's cable network. "We've got to make sure we understand the followers and the customers that the way we're evolving the business makes sense for how people consume news, media, fun or exercise on the go."

Peterson noted Vice's business model is similar to NGL-Mitu. Both make money off branded content and social amplification.

"This is not a new type of business for us," Peterson said. "It's a multi-platform network. We know how to run one."

Greiwe added "the fundamentals of Vice are strong" and said GoDigital had no plans to sell of any of Vice's assets, including the women-focused Refinery29, which Vice acquired for $400 million in 2019, and its homegrown advertising agency, Virtue.

"The brand value for Vice and Refinery29 is unparalleled in the marketplace," said Greiwe. "It doesn't make sense for Vice News to exist separate from Vice Publishing. And why would you not have Vice Studios on top of all of that with the decades of IP that exists within that company?"

Peterson acknowledged that much of his interest in buying Vice is he thinks it's a good candidate for implementing his preferred culture and management style, which he calls "the GoDigital way."

If he's right, all Vice ever needed to succeed was a bankruptcy process to service its $834 million of outstanding debt and a little more zoned genius.

— CNBC's Lillian Rizzo contributed to this report.

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