MGM watch: debtholders approve Spyglass plan

Metro-Goldwyn-Mayer Inc., which controls half of the James Bond film franchise, said its creditors approved a plan that would take the studio into bankruptcy court, cut its debt and install Gary Barber and Roger Birnbaum, the co-founders of Spyglass Entertainment, in charge of MGM.

MGM’s actual press release, WHICH YOU CAN READ BY CLICKING HERE, merely says “that the secured lenders voting in the Company’s solicitation process have overwhelmingly approved its proposed plan of reorganization (“Plan”). MGM will now move expeditiously to implement that Plan, which will dramatically reduce its debt load and put the Company in a strong position to execute its business strategy.”

Here’s how the Wall Street Journal, in a story by Mike Spector and Lauren A.E. Schucker described what will happen next and why the plan got creditor support:

MGM plans to file for bankruptcy protection in coming days, said a person familiar with the matter, and could exit court in a month or two.

MGM’s largest creditors — led by J.P. Morgan Chase & Co. and hedge funds Anchorage Advisors and Highland Capital Management — fended off a late-stage bid by activist investor Carl Icahn to upend the vote. Mr. Icahn made several offers in recent days to buy debt from other MGM creditors in an effort to prevent the studio from receiving the votes it needed to proceed with the prepackaged bankruptcy. Mr. Icahn pressed Anchorage and other large MGM creditors to abandon the Spyglass plan in favor of a merger with rival Lions Gate Entertainment Corp., a company that Mr. Icahn has been trying to take over all year as its largest shareholder.

But Mr. Icahn’s offers to purchase debt at a premium to where it currently trades failed to gain enough traction.

Under a “prepackaged bankruptcy,” creditors agree before on terms before a bankruptcy filing and try to keep time in bankruptcy court at a minimum. Here’s an excerpt from the Journal about timing:

MGM had planned to file for bankruptcy as soon as Sunday, but the filing could be delayed until early next week, said the person familiar with the situation. The main reason: a deal just hashed out between MGM’s big creditors and Mr. Icahn.

MGM’s largest creditors were on the phone with Mr. Icahn and his representatives for hours Thursday night and from about 9 a.m. to 6 p.m. Friday, the person said. They made several tweaks to the Spyglass plan to appease Mr. Icahn and other creditors, the person said.

Eon Productions, which controls the other half of the 007 franchise, in April said it was suspending development of Bond 23 because of MGM’s uncertain financial situation. What’s not known is how quickly work on Bond 23 may resume or when the film could even be released.

Under the now-approved revamping plan, MGM will no longer release films itself, instead cutting deals with other studios. Also,the disclosure of Peter Morgan, hired last year to help write Bond 23, that he only wrote a treatment, or outline, and not a full script suggests Eon has a lot of work to do separate from developments at MGM.

MGM watch: Wall Street Journal previews vote by studio debt holders

The Wall Street Journal has a detailed story on its Web site previewing the Oct. 29 vote by Metro-Goldwyn-Mayer Inc. debt holders that will determine who gets to run MGM: Spyglass Entertainment’s co-founders Gary Barber and Roger Birnbaum, or investor Carl Icahn.

The story (which you can read in its entirety by CLICKING HERE) lays out this scenario if the Spyglass plan gets the nod:

If it wins enough support—odds appear to favor it—MGM will file for a Chapter 11 bankruptcy as soon as Sunday, and the 86-year-old company, the source of more than 200 Academy Awards for classics like “Gone with the Wind,” will pass to distressed-debt investors more accustomed to reworking home-health-care firms and community banks.

They aim to be ruthless about costs. They plan to outsource to another studio the task of distributing films to theaters, then focus on the television business—cutting deals with cable-TV channels, video-on-demand services and online streaming companies, especially abroad….(Barber and Birnbaum) would make just four to six movies a year, most with modest budgets of $50 million or so, though allowing for an occasional big one.

The story, by Mike Spector and Lauren A.E. Schuker, includes details of a March meeting where creditors didn’t support a MGM management plan to raise $1 billion to make 10 “big movies” a year, eventually leading to the Spyglass plan.

MGM’s half stake in the James Bond franchise is only mentioned in passing and there’s no specific information on the stalled Bond 23. Michael G. Wilson and Barbara Broccoli, the half-siblings who run Eon Productions, suspended work on Bond 23 in April because of the MGM financial uncertainty. If the Journal story is accurate, one possibility is that the March meeting described in the Journal story is one reason why. Eon controls the other half of the 007 franchise.

Tentative answers to 007 questions about Bond 23′s indefinite delay

Eon Productions indefinitely delayed Bond 23 production six months ago because of continuing financial trouble at Metro-Goldwyn-Mayer Inc. At the time, we posed (00)7 questions about the move. There aren’t many definitive answers, but here’s what can be said about the seven questions:

001. How long is indefinite? To quote James Bond (Sean Connery) when he was in the pool with Bambi and Thumper in Diamonds Are Forever, “I haven’t found out yet.” However, one option being considered by MGM debt holders would turn control over to Spyglass Entertainment executives and involve a trip into bankruptcy court. That would involve a “prepackaged” bankruptcy where creditors agree on terms in advance. Still, that’s likely to take a few months.

Also, it appears the Los Angeles Times was correct when it reported in August that Bond 23 didn’t have a script ready for shooting. (We’ll get to that shortly.) Daniel Craig also is doing other projects.

So let’s see: possible trip to bankruptcy court, new management getting up to speed at MGM, a busy actor and a script that’s not ready. To get Bond 23 out in time for Christmas 2011, it’d have to begin shooting by, say, April 1 or so. That appears not to be in the cards. And given the Spyglass deal with MGM isn’t yet certain — investor Carl Icahn is pitching a merger of MGM with Lions Gate Entertainment — you can’t yet count on 2012.

002. Does this mean Daniel Craig has played 007 for the last time? Craig, in his public statements, has said he wants to continue. To read one such example from August in the Hero Complex blog of the Los Angeles Times, CLICK HERE. Still, Craig is a hired hand (albeit a well compensated one). We’ll chalk this down as a tentative no, not because of the actor but because of the uncertainty of the MGM situation.

003. Bye bye Sam Mendes? Mendes’s reported participation as director had generated some buzz about Bond 23 before the production shutdown. David G. Wilson, son of Eon bossman Michael G. Wilson, told the IGN Web site (CLICK HERE for the full post) that Mendes is “very excited to do this film — and it’s a matter of timing too. He’s a hot director, and there’s a danger he would have to go and work on something else so we have to be patient and optimistic.” Once again, we’ll chalk the answer to our original question as a tentative no. The younger Wilson’s comments seem to leave wiggle room that Mendes could depart while saying the director remains enthusiastic about Bond.

004. Bye bye Peter Morgan? Answer affirmative, courtesy of the screenwriter himself. In an interview on the Coming Soon blog said he never finished an outline for Bond 23 when the plug got pulled and he wouldn’t be returning to the project. Eon announced last year it would team Morgan with Neal Purvis and Robert Wade. But Morgan, in the interview, talks about his other projects.

005. Do the Broccolis take this opportunity to cash out? No.

006. Bye bye Judi Dench? Assuming continued good health, answer is likely no as long as Craig returns.

007. How much damage does this do to the 007 franchise? That’s still the biggest question and still the toughest to answer. There have been production shutdowns for about half of the 21 years since Licence to Kill in 1989. Twice (1989 to 1995 and 2002 to 2006) the normal two to three years between films has been extended by one kind of hiatus or another. The current hiatus since 2008 is likely to run at least four years before it’s over.

The whole point of rebooting with Casino Royale supposedly was to show Bond at the start of his career. The momentum of that idea seems blunted even assuming a Craig return in 2012.

Most of these aren’t satisifying answers, but little about the past six months has been satisifying to 007 fans.

MGM watch: Carl Icahn makes his move

Investor Carl Icahn made an offer to Metro-Goldwyn-Mayer Inc. debt holders he hopes they can’t refuse — and entice them to vote against a plan for Spyglass Entertainment to take control of MGM, which controls half of the James Bond franchise.

Here’s an excerpt from a Bloomberg.com story:

Carl Icahn offered to guarantee Metro-Goldwyn-Mayer Inc. lenders a minimum price for the film studio’s debt if they vote with him to block a plan to turn over management of the company to Spyglass Entertainment.

The 74-year-old billionaire offered lenders the right to sell him MGM’s senior secured loans for 45 cents on the dollar, about what they have fetched in recent trades. The offer is conditioned on acceptance by holders of $963 million of the Los Angeles-based studio’s debt, Icahn said today in a statement.

Icahn supports an alternative proposal by Lions Gate Entertainment Corp. to acquire MGM for as much as $1.8 billion in equity and debt.

You can read the entire story by CLICKING HERE.

MGM debtholders have until Oct. 29 to vote on the Spyglass plan, which would also involve a trip into bankruptcy court in a “prepacked bankruptcy.”

MGM watch: studio extends creditor vote 1 week to Oct. 29

Metro-Goldwyn-Mayer Inc. extended by one week, to Oct. 29, the time for its creditors to vote on a plan where Spyglass Entertainment’s top executives would take control of MGM after the studio went through a “prepackaged” bankruptcy. The move further delays when the fate of Bond 23 can be settled.

The press release WHICH YOU CAN VIEW FOR YOURSELF BY CLICKING HERE, doesn’t give much in the way of details.

LOS ANGELES, Oct. 15 /PRNewswire/ — Metro-Goldwyn-Mayer Inc. (MGM), today distributed a supplement to the solicitation package that was originally distributed to MGM’s secured lenders on October 7, 2010. The supplement contains additional details to the Company’s financial information included in the original solicitation materials. In order to provide lenders sufficient time to review the supplemental information, MGM has extended the voting deadline by one week to 5:00 PM ET on October 29, 2010.

Two days earlier, Lions Gate Entertainment, which is allied with investor Carl Icahn in making a play for MGM, said why creditors should cast their lot with that company. YOU CAN READ THAT PRESS RELEASE BY CLICKING HERE. Here’s part of the sales pitch:

This is a unique, once in a lifetime opportunity to create a dynamic, forward-looking studio that unlocks tremendous potential value for Lionsgate’s shareholders and MGM’s various stakeholders,” said Lionsgate Co-Chairman and Chief Executive Officer Jon Feltheimer and Vice Chairman Michael Burns. “A Lionsgate merger with MGM is a natural fit that would bring together two of the most powerful libraries in the world, create significant cost savings, consolidate our mutual global channel operations and generate significant incremental revenue and cash flow. It would create a combined entity with enough scale to leverage all of our distribution platforms worldwide.”

MGM watch: Lions Gate offers to combine operations with MGM

The Associated Press IN A STORY YOU CAN VIEW BY CLICKING HERE reports that Lions Gate Entertainment is offering to combine its operations with Metro-Goldwyn-Mayer Inc. Here’s how the story starts:

NEW YORK — Lions Gate is offering to combine its business with MGM in a deal supported by billionaire investor Carl Icahn, who owns stakes in both studios.

Lions Gate Entertainment Corp. said Tuesday it has sent a proposal for a combination with financially troubled Metro-Goldwyn-Mayer Studios Inc.

Lions Gate said the combined company would be owned by its shareholders and by MGM’s creditors. These include Icahn.

Terms weren’t disclosed, though a report in the Los Angeles Times said the deal would give MGM’s lenders a 55 percent in the combined company. Lions Gate and MGM declined to comment.

Spyglass Entertainment on Oct. 7 began seeking support from MGM creditors for a plan where Spyglass’s top executives would take command of MGM after a “pre-packaged” bankruptcy. MGM’s secured creditors (meaning they have some sort of collateral) have until Oct. 22 to weigh in on that proposal.

For 007 fans, more fun, more complications. Remember the line in 1971′s Diamonds Are Forever where Willard Whyte played Monopoly “with real buildings”? 007′s fate depends on people like that.

MGM watch: WSJ says Icahn trying to force MGM, Lions Gate merger

This is more than enough to make a Bond fan’s head explode. After a day of various media reports (see previous post), News Corp.’s Wall Street Journal is reporting that investor Carl Icahn is trying to force a merger between Metro-Goldwyn-Mayer Inc. and Lions Gate Entertainment.

The above paragraph has a link to the entire story. The article by Mike Spector and Lauren A.E. Schuker starts like this:

Billionaire investor Carl Icahn bought a significant chunk of Metro-Goldwyn-Mayer Inc.’s debt and is pushing the beleaguered film studio to merge with rival Lions Gate Entertainment Corp., said people familiar with the matter.

Mr. Icahn is Lions Gate’s largest shareholder, at just under 33%.

Mr. Icahn told people close to MGM earlier this week he holds somewhere between $400 million and $500 million of MGM’s debt outstanding and is continuing to build his position in the studio, they said. The purchases give Mr. Icahn about 10% of MGM’s outstanding debt.

So to recap:

– MGM has been pursuing a complicated deal with Spyglass Entertainment where Spyglass’s top executives would take command of MGM, the company would then pursue a “prepackaged” bankruptcy to try to wipe out its $3.7 billion debt and MGM would just produce TV shows and movies and cut deals with other studios to release any movies (like James Bond movies) the studio is involved with.

– One News Corp. outlet (the New York Post) reported that Time Warner was boosting/was thinking of boosting its bid for MGM. Another News Corp. outlet (Dow Jones Newswires) reported that Time Warner denied that story.

– One News Corp. outlet (the Post again) said Icahn was mulling getting involved, while another (the Journal story story quoted above) said he was already involved.

By the way, we forgot to mention that News Corp. is run by Rupert Murdoch who, supposedly, was one of the inspirations for media magnate/Bond villain Elliott Carver in Tomorrow Never Dies. The late Robert Maxwell and Ted Turner were also mentioned as inspirations for the character played by Jonathan Pryce.

We’ve said it many times, but we’ll repeat: all of this matters for James Bond movie fans because MGM controls half of the 007 franchise. For Bond fans, it’s a case of pass the Alka-Seltzer. It’s even more reason not to count on attending the premier of Bond 23 anytime soon.

MGM watch: the soap opera continues — Indian conglomerates, Carl Icahn, Time Warner

Metro-Goldwyn-Mayer Inc. still has no completed deal with Spyglass Entertainment yet while Sahara India Pariwar continues to hang around, after originally being rejected. UPDATE I: And this morning there’s a New York Post report that investor Carl Icahn and Time Warner may make some moves. All of which means the fate of Bond 23 remains unsettled.

First, this week on the Sahara India Pariwar front: here’s how AN ASSOCIATED PRESS STORY ON YAHOO’S FINANCE WEB SITE published on Sept. 28 began:

LOS ANGELES (AP) — Indian conglomerate Sahara India Pariwar says that the creditors of struggling Hollywood studio Metro-Goldwyn-Mayer Inc. have agreed to reconsider its $2 billion cash offer for the company.

The development marks a reversal from last week, when Sahara said the creditors committee rejected the offer within hours of a conference call with Sahara chairman Subrata Roy Sahara.

The story quotes a Sahara spokeswoman as saying MGM initially rejected her company’s bid because it had submitted “documentation of its assets in rupees.” Oops.

Carl DiOrio of the Hollywood Reporter followed up the next day. YOU CAN READ THE STORY BY CLICKING HERE. Here’s an excerpt:

Lenders-side sources are uncertain how seriously to take Sahara, in part because the Indian company has dealt only with management so far and has had scant contact with the debtholders. But it’s clear the lenders would be open to reviewing a bid of $2 billion or more for MGM by Sahara or anyone else.

Early Sept. 30, News Corp.’s New York Post weighed in. You can read the entire story BY CLICKING HERE. Here’s an excerpt:

There is renewed interest in movie studio MGM from Time Warner and Carl Icahn, The Post has learned.

Time Warner last week, through back channels, told the hedge funds controlling the studio it could be willing to raise its offer to $1.7 billion from $1.5 billion. The hedge funds rejected the idea, a source with direct knowledge of the situation said.
(snip)
Meanwhile, Icahn, who already owns roughly $500 million of MGM’s $4 billion in debt, is buying more, the source with direct knowledge said, adding that he would not be surprised if Icahn, through Lionsgate Entertainment, soon offers a new proposal.

These stories need to be read carefully. Note the Post’s unnamed source is quoted as saying he wouldn’t be surprised if Icahn would make a bid, but that’s not the same thing as *knowing* the investor would make a bid. Interestingly, even though the story by Josh Kosman and Claire Atkinson begins with Time Warner, the online edition headline is, “Icahn mulls new proposal for MGM.”

If Time Warner is really interested, as the Post says, it would mark a change of attitude. Recently, Time Warner didn’t have kind words for MGM.

UPDATE II: On The Wall Street Journal’s Web site, there’s a Dow Jones News Service story quoting Time Warner AS DENYING THE NEW YORK POST STORY. The Journal and Dow Jones News Service are also owned by News Corp., the New York Post owner.

Like other Bond fans, we’re suffering from MGM fatigue. (The way we had to update this post twice today is an example.) But until it gets settled, fans will have to be content with re-watching their 007 DVDs or checking out new Bond books and video games.

MGM watch: It ain’t over till it’s over

The fate of Metro-Goldwyn-Mayer Inc., which controls half of the 007 franchise, remains unsettled as one Indian company and a well known corporate investor figuratively kick the tires.

First, from a Sept. 19 Bloomberg.com story about Sahara India Pariwar:

Sahara India Pariwar is in discussions on “mutual interest” with Metro-Goldwyn-Mayer Inc., a spokesman for the Indian company said in response to reports that it had bid for the studio’s debt.

“It’s too early to comment on the issue,” Abhijit Sarkar, head of corporate communications at Sahara India Pariwar, said in an e-mailed statement today. He didn’t give details.

You can read the full story BY CLICKING HERE. Two days earlier, the Associated Press had a story a version of which YOU CAN READ BY CLICKING THIS LINK. The story began like this:

LOS ANGELES (AP) – Sahara India Pariwar, an Indian conglomerate with real estate and media holdings, says it has made a $2 billion bid to buy the debt of struggling Hollywood studio Metro-Goldwyn-Mayer Inc.

It was unclear how MGM’s committee of creditors views the offer. A spokeswoman for the studio declined to comment.

All of this comes when Spyglass Entertainment has been reported by various media outlets as having a tenative to take control of MGM THAT WOULD INVOLVE MGM MAKING A “PREPACKED” BANKRUPTCY FILING. So far, there has been no official announcement from MGM, other than a Sept. 15 statement that the studio got another extension on making debt payments.

But that’s not the only potential complication. On Sept. 17, THE LOS ANGELES TIMES REPORTED THAT INVESTOR CARL ICAHN WAS BUYING UP MGM DEBT.

Here’s an excerpt:

Icahn previously accumulated and then sold debt in MGM earlier this year. In the past few weeks he has acquired what one person close to the situation described as a single-digit percentage in the studio’s nearly $4 billion worth of debt.

There’s no indication that Icahn wants to play a role in MGM if the company goes ahead with current plans for the top executives of Spyglass Entertainment to take over following a pre-packaged bankruptcy. The investor may just believe he can make a profit given the current trading price of the company’s bonds.

We don’t know precisely what all this means other than MGM’s fate, along with that of the cinematic James Bond, isn’t settled. Don’t make plans for attending the premier of Bond 23 yet.

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