Variety is reporting that the proposal for Spyglass to take over the management of MGM is moving forward:
A proposal to put Spyglass toppers’ Gary Barber and Roger Birnbaum in charge of MGM pushed ahead Wednesday as their plan for restoring the Lion’s roar was presented to all of the studio’s debtors during a conference call.
Barber and Birnbaum have been holding discussions with MGM’s leading creditors, which include Anchorage Advisors and Highland Capital. Wednesday’s conference call looped in more than 100 creditors, who must endorse the plan.
Those knowledgeable with the talks say Birnbaum and Barber would take over after MGM goes through a pre-packaged bankruptcy. The creditors would absolve much of the studio’s $4 billion in debt and take a majority equity stake in the company, along with providing a certain amount of working capital.
A major component of the plan would likely include shuttering MGM’s distribution operation, which would reduce overhead substantially. Instead, Birnbaum and Barber would strike a theatrical distribution deal with another major.
A leading candidate is Paramount, with whom the duo have formed a close relationship, partnering on the rebooted “Star Trek” franchise, “G.I. Joe: Rise of the Cobra” and “Dinner for Schmucks,” according to insiders.(Daily Variety, Aug. 13).
MGM also would move aggressively into television.
The plan itself is pretty much what we’ve been hearing recently, but the contact with most or all of the creditors is a big step forward, since they need to approve the deal. The Variety story also says that those involved on both sides are hoping to have the deal in place before the current, and sixth, extension on MGM’s debt payments expires on September 15. The story doesn’t say explicitly that the creditors have approved the terms of the proposed restructuring of MGM, but the implication seems to be that the new negotiations have led to a situation where a deal is more likely to result. (Variety has ended its last few reports on the Spyglass proposal with the caution that the deal could still fall through. No such warning this time–though we presumably can’t start celebrating until the agreement is actually reached.)
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[Added Aug. 19: Paulo Pereira has alerted me to the
Los Angeles Times coverage of the same story, which adds this bit of info: “The full group of debt owners must now consider the Spyglass plan and conduct due diligence. It remains to be seen whether it will approve the proposal or request changes. If the group can’t reach a final agreement with Barber and Birnbaum, Lions Gate Entertainment is believed to remain eager to move in with its rival merger proposal.” Thanks, Paulo!
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Also thanks to G. McKenna for a link to a
Hollywood Reporter story with some other details:
MGM’s Spyglass Entertainment-led reorganization will feature no further equity investment in the Lion but simply shift all ownership from current owners to a group of 100-plus studio lenders. A loan syndication by a large group of banks eventually would be staged to provide $500 million or so in new operating capital.
That latter element could prove elusive, given current market conditions. But at least some in the lenders group may agree to dig deeper so MGM can progress and prosper; J.P. Morgan leads a steering committee of the studio’s largest lenders.
Conventional wisdom has been that the studio would keep about $1 billion in debt on its books after a restructuring and require additional equity investment, even after locking into an arrangement with Spyglass co-toppers Gary Barber and Roger Birnbaum. But with the exec duo in final talks on a deal to combine MGM and Spyglass, a plan has emerged to turn all of MGM debt into lender equity.
As a result, the studio will forego seeking additional equity investment, lest the lenders group see their ownership stakes diluted. Cerberus Capital-owned Spyglass will get almost 5% equity in MGM as part of its deal.
Anchorage, Highland, Davidson Kempner and Solis — all hedge funds — hold 35% of MGM’s publicly traded debt. A decision to file the restructuring plan as a prepackaged bankruptcy reorg must be approved by 51% of all lenders and a group representing two-thirds of the amount owed.
Current MGM owners include Providence Equity, TPG Capital, Sony, Comcast, DLJ Merchant and Quadrangle. All likely would see their equity positions in the studio wiped out in a restructuring.
Those working on the MGM restructuring expect to put the plan to a vote by lenders soon after Labor Day, with a bankruptcy filing later next month. A reorganization could be completed by November or December.
The lenders group held a conference call with management and others on Wednesday to hear details of the Spyglass-led reorg plan. But with August vacations preoccupying many in all the relevant camps, progress has been relatively minimal since the Spyglass deal advanced to final negotiations this month. ]
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[Still later on August 19. One reader has asked whether, if Spyglass were to bring in Paramount as the distributor of The Hobbit (which would presumably be only for markets outside North America, since Warner Bros. holds domestic distribution rights), that would mean Paramount would have to greenlight the film. I doubt it. Producers greenlight films. Sometimes they distribute the films themselves, as a big studio like WB or Universal or Sony does. Sometimes they find a distributor ahead of time, sometimes after a film is made. In this case, I would bet that Warner Bros. and someone representing MGM would give the greenlight.]