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Miramax Deal “95%” Done: Only “Couple” Of Deal Terms And Timing Issues Remaining

By NIKKI FINKE, Editor in Chief | Thursday July 8, 2010 @ 5:37pm PDTTags: Colony Capital, Colony Capital Finance, David Bergstein Financier, Disney, Miramax, Miramax Colony Capital, Miramax Deal, Miramax Disney, Miramax Negotiations, Morgan Creek James Robinson, Richard Nanula, Ron Tutor, The Weinstein Co Finance

UPDATES Former Disney CFO Richard Nanula Now Leading Ron Tutor’s Miramax Negotiations; Deal Could Close In A Week

miramax_logo_blackI couldn’t agree more with a  Disney insider who just told me, “We could all have a nice vacation in Tahiti if there was a dollar for every time this deal was reported as done.” So here’s what I know about how close this deal actually is between Disney and the Ron Tutor/Colony Capital/James Robinson partnership. It’s “95% just about done,” an insider tells me. “A couple of deal terms and timing issues remain. Like when does the deal actually close? When do all of the contingencies Disney needs to deliver get cleared? Right now there’s not really a Miramax because it’s been comingled with other Disney assets. So what has to happen is those assets have to go in and out so that the partnership can end up buying Miramax with clean assets and no liabilities. By tomorrow we could have a deal in principle. But it’ll be up to Disney to decide when to sign it and announce it.” Still, this is incredibly speedy considering that Colony Capital only a week ago entered the deal as a big equity provider matching construction magnate Ron Tutor’s equity of several hundred million dollars. Colony Capital will receive Miramax board seats as a result.

And here’s what I know about the price being paid. “The headline will be $675M but it’s really north of $675M,” an insider tells me. Disney always was looking for $700M, and the final figure is far above the $625M-$650M which the Weinstein brothers/Ron Burkle/Fortress-Colbeck partnership seemed ready to pay until talks broke down. (The reason is that the team led by Colony Capital’s Richard Nanula — the former Disney CFO – have now confirmed from due diligence that Miramax is sitting on a lot of cash, as much as $300M in receivables. That’s more than even the Weinstein partnership told me was out there.)

As for the notorious film financier David Bergstein, I’ve learned his role is over as soon as the deal is finished. “He gets paid for packaging the deal and consulting on the transaction. Then that’s it,” an insider tells me. As for Bergstein’s controversial pal, Morgan Creek’s James Robinson, he was brought into the partnership just a month ago and is contributing equity of $50 million and wants a seat on the board. But I hear “there have not been any discussions” about linking Morgan Creek’s product or employees to Miramax. So both men are being pushed aside because of their “notorious” reputations, as I’d been told.

What else happens once the deal is completed? Colony Capital’s Nanula will be the key person picking a CEO and CFO from the usual roster of experienced movie executives. As my insider explains, “He’ll make sure Miramax doesn’t end up hiring someone who’ll use distribution as an excuse to go into production. Because that would be disastrous.”

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Former Disney CFO Richard Nanula Now Leading Ron Tutor’s Miramax Negotiations; “Bullet Train” Deal Could Close In A Week; Disney May Get Its $700M Asking Price; Harvey Weinstein Threatening Lawsuit

By NIKKI FINKE, Editor in Chief | Wednesday July 7, 2010 @ 11:20am PDTTags: Colony Capital Finance, David Bergstein, Dimension, Harvey Weinstein, Miramax, Miramax Colony Capital, Miramax Disney, Miramax Negotiations, Miramax Sale, Morgan Creek James Robinson, Richard Nanula, Rob Lowe, Ron Tutor, The Weinstein Co, Tom Barrack

miramax_logo_blackEXCLUSIVE – UPDATED FROM 8:30 AM: Forget the bizarre involvement of David Bergstein, and Morgan Creek’s James Robinson, and even Rob Lowe. (I know, I know… I’ve learned Lowe may pull in Arnold Schwarzenegger post-November.) More on them in a minute. But they’re just the side show. Instead, I can report that, 5 days ago, Santa Monica-based Colony Capital, the private international investment firm which currently has $30 billion of assets under its management, was brought in by construction magnate Ron Tutor to help him buy Miramax from Disney. The reason? Because two years ago, Colony Capital president Tom Barrack hired 12-year Disney popular executive and former CFO Richard Nanula who’s now leading the Tutor negotiations with the Mouse House point man on the Miramax sale, Kevin Mayer, who’s EVP for Disney’s Corporate Strategy in the Business Development and Technology Group.

So, for the past five days, Nanula has organized a team of “25 guys working on it 24 hours a day” to get the deal done “like a bullet train”, I’ve learned — maybe as soon as next week. My insiders tell me that Disney could get very near to the $700 million price it’s recently wanted for Miramax — a big raise from the $625M, maybe even $650M max, which the Weinstein brothers/Ron Burkle/Fortress-Colbeck partnership seemed ready to pay until talks broke down. The reason is that Nanula and his team have now confirmed from due diligence that Miramax is sitting on a lot of cash, as much as $300M in receivables. That’s more than even the Weinstein partnership told me was out there.

Meanwhile, I’ve learned that Harvey is a Barrack pal, and the Weinstein bro is spitting mad that Tutor now looks to snag Miramax with Colony Capital’s help. “Harvey is very agitated,” an insider tells me. “He’s threatening litigation everywhere.” That’s vintage Harv: when he loses, he sues. Of course, the Weinstein brothers wanted to reclaim their former company because of its sentimental value: it’s named after their parents, Miriam and Max. To that end, I’ve previously reported how Harvey privately is warning to screw over anyone even thinking of buying Miramax. Under their exit deal in 2005, the Weinstein bros were able to retain a hold over sequel or reboot rights to films like Scream, Spy Kids and some other Dimension titles. Harv, in his inimitable way, has said he’ll do what he can to make developing those projects a nightmare.

Because the Tutor group has signed a non-disclosure agreement and entered into an exclusive negotiating period with Disney, no one is publicly commenting on anything. From Disney’s POV, it’s “still negotiating” with the Tutor group. But its comfort level has vastly improved now that Nanula has taken charge. The Harvard alum was the youngest CFO of a Fortune 500 company when he took the fiscal reins of the $22B corporation. He left in 1998 to become president and CEO of Starwood Hotels & Resorts to work for his best friend Barry Sternlicht. Then Barrack snatched him up 2 years ago. Barrack, too, has tangential Disney ties. He worked with Robert Bass, one of the Texas billionaire Bass brothers whose 1983 investment rescued the Hollywood studio.

Meanwhile, on Nanula’s team is also Justin Chang whom Barrack hired in April as a principal responsible for extending the Colony brand into complementary areas. Chang most recently served as a partner of TPG Capital, the international private investment firm which took a bath on MGM.

I’ve learned that Tutor first approached Barrack last week “because he was queasy about the existing guys he had,” an insider tells me. “especially about David and the baggage he brings.” Before Tutor brought in Colony Capital, he was being advised by two of Hollywood’s most controversial and disliked figures: not just troubled film financier/distributor David Bergstein, whose film companies this year were placed in involuntary bankruptcy; but also his good friend, Morgan Creek’s James Robinson whose company has a mediocre track record. I understand that both men are being pushed aside now. Read More »

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Colony Capital Plans $500M Media Fund

By TIM ADLER in London | Thursday July 1, 2010 @ 10:09am PDTTags: Colony Capital, Colony Capital Finance, Media Fund, Rob Lowe, Tom Barrack

I’ve confirmed that Tom Barrack, president of California-based Colony Capital, is putting together a $500M media fund with of all people TV star Rob Lowe and a couple of other investors. Barrack, whose real estate investment firm co-owns Michael Jackson’s Neverland ranch and stepped in to bail out photographer Annie … Read More »

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Capitol Films Cash Crunch: SAG Demands Meeting With Owner David Bergstein

By NIKKI FINKE, Editor in Chief | Wednesday May 28, 2008 @ 12:47am PDTTags: Actors, Capitol Films, Colony Capital Finance, David Bergstein Financier, Finance, Indie, Labor Relations, Movies, SAG

EXCLUSIVE: The following email was sent this month by the Screen Actors Guild to David Bergstein, the owner of Capitol Films, whose financial meltdown has been crushing indie after indie while he reportedly was lounging on a yacht during the Cannes Film Festival. It confirms all my recent reporting:

To: David Bergstein

… Read More »

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