SAN FRANCISCO — PlanetOut Inc. last week announced "a definitive merger agreement" with Regent Entertainment Media Inc. and Here Networks LLC, creating a new public company to be known as Here Media, and resulting in an GLBT entertainment powerhouse that encompasses television and film production and distribution, magazines and books, and digital properties.

Regent's Stephen P. Jarchow and Paul Colichman will serve as Chairman and CEO, respectively and will own 80 percent of the combined company. They also will form the initial board of directors with PlanetOut Chairman Phil Kleweno.

The Regent Entertainment umbrella also included Unzipped Media, publishers of gay adult properties Men, Freshmen and Unzipped magazines, and their related websites.

However, Unzipped Media won’t be a part of Here Media. It will continue to operate under the ownership of Jarchow and Colichman, a company spokesperson told XBIZ.

PlanetOut said the merger "will be effected through a contribution by the owners of Here Networks and Regent Entertainment of those businesses and a minimum of $4.7 million of cash into Here Media, a newly formed holding company."

That entity "will concurrently be merged with a wholly owned subsidiary of Here Media. Following the contribution and the merger, all three companies will be subsidiaries of Here Media."

Regulatory filings and a vote of approval by majority PlanetOut stockholders, among other closing conditions, are expected over the coming weeks.

"Following a very thorough review of all of the strategic alternatives available to us, and the proposed transaction, our board concluded that the opportunity to combine with Here Networks and Regent Entertainment Media was in the best interests of PlanetOut's stockholders," CEO Karen Magee said.

"This business combination will unite a powerful broadband video solution with an iconic brand and a leading URL in the GLBT community,” Colichman said. “We are extremely excited about the opportunity to leverage this exceptional collection of assets to expand our audience, grow our revenues and increase stockholder value."

GLBT media portal PlanetOut Inc. owns and operates a variety of digital properties, including PlanetOut.com and Gay.com.

Here Networks provides programming targeting the GLBT community via its subscription cable channel.

Regent Entertainment Media is owner of Alyson Books as well as The Advocate and Out magazines, their websites, and other GLBT media properties.

The magazines, including Unzipped Media, were a recent purchase by Here Networks, which acquired them in April from PlanetOut. That deal was expected to have closed by August 2008.