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MGM Partners For Classic TV Digital Net

By | Tuesday January 4, 2011 @ 11:30am PST
Nellie Andreeva

In one of its first moves as it is emerging from bankruptcy, MGM is making a play in the digital world, teaming with digital station operator Weigel Broadcasting for the launch of Me-TV, a television network offering classic television sitcoms, dramas and classic commercials to digital broadcast stations. Me-TV, which stands for Memorable Entertainment Television, has already been tested on a local level: a local version of the network has been airing on Weigel Broadcasting’s WWME in Chicago. WWME and Weigel’s station WBME, which covers the Milwaukee/Racine metro area, have become the first affiliates of Me-TV, whose lineup consists of Cheers, M*A*S*H, The Dick Van Dyke Show and The Bob Newhart Show. Me-TV, whose national distribution will be handled by MGM’s domestic television sales division, follows MGM and Weigel’s collaboration on the 2008 launch of Thistv, a free movie service.

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MGM Sets Ex-Pixar CFO Ann Mather To Head New Board of Directors

Mike Fleming

Fresh from pre-packaged bankruptcy and restructuring, MGM has named former Pixar CFO Ann Mather to head the studio’s new board of directors, a group that also includes new studio heads Roger Birnbaum and Gary Barber. Hopefully, the next step will be to start making movies again, after gifting Sony Pictures Entertainment’s summer slate with The Zookeeper, Warner Bros with The Hobbit, Fox with The Three Stooges, and some lucky studio with James Bond and future productions because in all likelihood, the MGM lion will try to roar again initially as a production company which contracts out distribution and marketing. Here’s the announcement:

LOS ANGELES, CA, December 23, 2010 – MGM Holdings Inc. (MGM), the independent, privately-held motion picture, television, home video, and theatrical production and distribution company today announced former Pixar Chief Financial Officer Ann Mather will join the Board of Directors of the newly restructured company. Mather will serve as the Lead Director of the nine-member Board that includes Gary Barber and Roger Birnbaum, Chief Executive Officers of MGM and Co-Chairman of Metro-Goldwyn-Mayer Inc and its operating subsidiaries.
Mather’s appointment coincides with the company’s December 20th announcement that their restructuring plan has become effective, including exit financing of $500 million, arranged by JP Morgan. As the Lead Director, Mather will oversee governance of the studio and its operating units, working in tandem with directors Barber and Birnbaum; former CBS Chief Financial Officer Fred Reynolds; former MySpace President Jason

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MGM Restructure Complete: Spyglass’ Duo Roger Birnbaum And Gary Barber Take Reins With $500 Million To Spend

LOS ANGELES, CA, December 20, 2010 – Metro-Goldwyn-Mayer Inc. today announced that the company’s restructuring has become effective, with exit financing of $500 million in place. The company’s “pre-packaged” plan of reorganization (the “Plan”) was confirmed on December 2, 2010, by the U.S. Bankruptcy Court for the Southern District of New York. 

“MGM is emerging from one of the most challenging periods of its storied history. We are honored and inspired at the opportunity of leading one of Hollywood’s most iconic studios into its next generation of unforgettable filmmaking, global television production and distribution, and aggressively pursuing, developing and exploiting new digital entertainment platforms,” said Gary Barber and Roger Birnbaum, Co-Chairmen and Chief Executive Officers of MGM. “Beginning today, MGM is a stronger, more competitive company, with a solid financial foundation and a bright future. We look forward to working with MGM’s dedicated employees to build upon this company’s legacy.” 

MGM has a significantly improved financial position with secured lenders exchanging approximately $5 billion, including accrued interest and fees, for most of the equity in the company. As part of its exit financing, MGM raised $500 million to fund operations, including production of a new slate of films and television series. JPMorgan arranged MGM exit financing.

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Bah, Humbug! MGM Lays Off 50 Employees

Most of the bigwigs left weeks ago, but today MGM began laying off 50 staffers, mostly from the post-production, marketing, and theatrical distribution departments. Once Spyglass Entertainment’s Gary Barber and Roger Birnbaum start running the studio when it emerges from its prepackaged bankruptcy and closes a $500M credit facility to make movies again, MGM said in court papers that its employee roster will number about 320 in 2011.

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Fox Sets March 14 Start For ‘The Three Stooges’

Mike Fleming

EXCLUSIVE: The approval of the MGM pre-packaged bankruptcy has opened the door for the long-gestating comedy The Three Stooges to get made at 20th Century Fox. The studio has taken the project over from MGM and has scheduled a March 14 start date for the comedy. Bobby and Peter Farrelly will direct a script they wrote with Mike Cerrone. Conundrum partner Bradley Thomas will produce with Charles B. Wessler. The film will be exec produced by Earl Benjamin, the gatekeeper of the Stooges estate, and the stepson of Joe DeRita. DeRita was the sixth member of the troupe. He played the role originated by Jerome “Curly” Howard, who suffered a stroke and was succeeded by his brother Samuel (Shemp). After Shemp died suddenly, he was replaced by Joe Besser, who gave way to the vaudeville vet De Rita.

The project has no cast at this point. Jim Carrey and Sean Penn are out, and it is unclear whether Benicio Del Toro will play Moe. The deal brings the project back to Fox, where the Farrellys are based. The Three Stooges has been a passion project for Conundrum for over a decade, first at Columbia Pictures, then Warner Bros, and finally MGM. Things looked strong with Carrey, Penn and Del Toro until Penn took a sabbatical for personal reasons. He floated in and out, and then everything halted when MGM hit the financial rocks last year.

The Farrellys know that casting such iconic … Read More »

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Breaking: MGM Gets Bankruptcy Court Okay

Mike Fleming

LOS ANGELES, CA, December 2, 2010 – Metro-Goldwyn-Mayer Inc. (“MGM”) today announced that the U.S. Bankruptcy Court for the Southern District of New York (the “Court”) has approved the company’s “pre-packaged” plan of reorganization (the “Plan”), clearing the way for MGM and its subsidiaries to emerge from Chapter 11 in short order. In confirming the Plan, Judge Stuart M. Bernstein found that it satisfied the various requirements of the U.S. Bankruptcy Code.

“Today’s ruling is an important milestone for MGM,” said Co-Chief Executive Officer Stephen Cooper. “Thanks to the support of our lenders and the hard work of our employees, we have moved through the restructuring process quickly. By dramatically reducing MGM’s debt load and providing MGM with access to new capital, the reorganization plan the Court confirmed today will enable MGM to emerge from this process with a solid financial foundation and will position MGM to be a successful studio going forward.”

MGM expects the Plan to become effective by mid-December, once the conditions of effectiveness have been met. Upon its emergence, the Company’s secured lenders will exchange approximately $5 billion, including accrued interest and fees, for most of the equity in MGM. MGM will be led by Gary Barber and Roger Birnbaum, who will serve as Co-Chairman and Chief Executive Officers of MGM Inc. MGM previously received approval, on November 12, 2010, from the Court on its motion to retain JPMorgan Chase to arrange $500 million in exit financing

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UPDATE: Carl Icahn Wants 2nd Hollywood VIP For His Lionsgate Board + MGM News

WEDNESDAY UPDATE, 12:30 PM: Here’s another potential Lionsgate board member whom Carl Icahn is wrangling — filmmaker Jay Firestone, a one-time vice chairman of Alliance Communications in Canada. According to insiders, it makes sense for Icahn to want an executive from Up North since Lionsgate is based there and in Santa Monica. Also, the two men have movie history together: Fireworks Entertainment, which Firestone started when he left Alliance in 1995, was partnered in IDP Distribution along with Samuel Goldwyn Films and Icahn’s film company Stratosphere Entertainment. Sources tell me Fireworks burned through $100 million in financing from parent company CanWest Global Communications, which in 2003 didn’t renew founding president and CEO Firestone’s 5-year contract. Fireworks initially specialized in genre TV production, then expanded into feature film production and distribution when it was acquired by CanWest, opening offices in LA and London. But it had little success: 1999′s Onegin, 2000′s Rules Of Engagement, 2001′s Rat Race, and 2002′s Who Is Cletis Tout. Fireworks was shuttered by CanWest in April 2004. Firestone now runs Prodigy Pictures.

TUESDAY UPDATE, 1 PM: Carl Icahn right now is assembling his slate of board members hoping to unseat Lionsgate’s current board of directors at the film/TV studio’s scheduled December 14th shareholders meeting in Los Angeles. And I hear that Chris McGurk, the former MGM President and COO and Vice Chairman and Overture CEO, may join Icahn’s proposed slate because of his MGM experience now that Icahn and Lionsgate want that company, too. One of my Lionsgate insiders claims McGurk is lobbying for the board seat. But others tell me Icahn called McGurk out of the blue on Monday morning and offered it to him. Icahn won’t be packing the board with Hollywood types, however: instead, sources tell me he’s going after “people from other industries who are above approach from the SEC” since the crux of his problems with Lionsgate are the board’s alleged SEC violations. As for McGurk, he’ll have to see whether joining the Lionsgate board presents any conflicts of interest now that he’s figuring out his next movie. “He’s playing hard to get, if anything,” an insider tells me.

Usually, a proxy fight like the one Icahn has pledged to wage against Lionsgate is a very expensive proposition that takes months of preparation and involves contacting every shareholder. But this is being done with virtually no time and little expense. Just today, Icahn, who owns 33% of Lionsgate, extended his $7.50-per-share tender offer to December 2nd.

That’s the same day that MGM is supposed to receive confirmation of its pre-packaged bankruptcy plan. Icahn owns 15%-18% of MGM’s debt. There continue to be reports of an Indian company, and a Chinese company sniffing around, as well as Lionsgate, who may make another play for MGM. I’m told by a source that Lionsgate’s merger proposal is “gaining a lot of steam with many of the hedge funds in the credit. Not sure where the Big Four stand (Highland, Anchorage, Davidson Kempner, and Solis) but for many of the hedge funds, a merger with LGF gives them a liquidity option.” Meaning the MGM creditors will own a public stock that they can sell whenever they want to — a big plus. But ”$500 mil plus 55/45 won’t get it done. They will probably have to raise the offer to 60/40 and demonstrate that the merged entity is viable.”

As for McGurk, he most recently was CEO of Anchor Bay Entertainment. McGurk was with MGM from 1999 to 2005 and was responsible for all operating and planning activities for the Motion Picture Group, as well as all international operations, worldwide home entertainment, exhibition (UCI and Loew’s Cineplex), October Films and Polygram Filmed Entertainment. According to his official bio, McGurk “played the leading role in MGM’s reinvigoration, spearheading efforts that resulted MGM’s industry leadership in Home Entertainment library sales, marketing and distribution. Mr. McGurk maximized the asset value of Hollywood’s largest modern film library, transformed the Hollywood’s largest modern film library’s United Artist’s label into a specialty film unit and negotiated strategic alliances with Twentieth Century Fox and NBC.”

So let’s look at the last 6 months regarding Icahn and Lionsgate and MGM:

After the failed auction sale, MGM creditors explored every avenue. Lionsgate was talking to them about a merger since June, trying to get real financials as well as a governance plan. (Later press reports saying MGM creditors had rejected Lionsgate’s proposal were not accurate.) Icahn, in the midst of his Lionsgate battle, opposed the idea and publicly likened Lionsgate’s desire to merge with MGM to overstretched homebuyers. “It’s analogous to a couple not being able to pay their mortgage on a little house and starting to negotiate on a big, overpriced mansion that’s rumored to be haunted.” By June 21st, the MGM Steering Committee’s support of the Spyglass plan was leaked. The hedge fund guys with big MGM debt also like the fact that Spyglass’ Gary Barber and Roger Birnbaum have figured out how to operate successfully with its money from Cerebrus. (Others think it was a disaster) No matter: that money is due to run out which is why Spyglass wants to run MGM.  Read More »

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Bankruptcy Court Likes MGM Plan

Mike Fleming

Metro-Goldwyn-Mayer Inc. (“MGM”) announced that the U.S. Bankruptcy Court for the Southern District of New York approved all of MGM’s motions that were heard today, including finding that modifications to its “pre-packaged” plan of reorganization are immaterial and accordingly authorizing the plan to be amended.  Once amended, the plan will be deemed accepted by MGM’s creditors.  Other motions approved were the commitment fee motion, the break-up fee motion, the Ernst &Young LLP retention application, the space reduction motion and final approval of the cash management motion.  Approval of these motions will help pave the way for MGM to confirm its plan, which received overwhelming approval by its secured lenders on October 29.

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BACK ON ITS FEET? MGM Creditors Crown Spyglass Partners New Chiefs

Mike Fleming

2ND UPDATE: MGM has just issued this statement about the results of the creditor voting:

“Metro-Goldwyn-Mayer Inc. (‘MGM’) today announced 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. MGM is appreciative of the lenders’ support.”

UPDATE: The creditors have now officially approved the restructuring plan that puts the Spyglass chiefs atop MGM and gets the studio moving again. A statement will be released momentarily. Now, the fun begins. If MGM isn’t a distributor, the next installment of James Bond will be a jump ball. Expect Sony (which distributed Casino Royale to battle it out with Warner Bros and Fox, but watch Paramount emerge in the thick of it because of the close relationship that the studio has developed with Spyglass since that company became co-financier of Star Trek and the followup that is in the works. Read More »

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Carl Icahn Makes Another Offer To Buy Up Even More MGM Debt

Carl Icahn has made another offer to MGM lenders in hopes of thwarting the prepackaged bankruptcy plan and Spyglass deal. He’s now offered to buy $1.6 billion in debt at a premium price of 53 cents on the dollar; last week, he offered to buy $963 million in debt. The offer expires Friday — the voting deadline for the bankruptcy/Spyglass plan that would put Gary Barber and Roger Birnbaum in charge. On Monday, Lionsgate sent a letter to MGM proposing that a Lionsgate-MGM merger, which Icahn now supports, could save about $100 million annually and increase revenues. If Icahn indeed manages to buy up the $1.6 billion, the total amount he would own would give him a majority of the debt. The Spyglass plan would give lenders 95% ownership of the company; a Lionsgate merger would give creditors a 55% equity stake.

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Icahn Makes Offer To Buy More MGM Debt To Expedite Merger

Calling the proposed Spyglass plan a “presciption for disaster,” Carl Icahn on Thursday offered to buy another $963 million of MGM’s debt. He already owns around $500 million of it, so the sum would make him one of MGM’s largest creditors – with a stake of around 37%. Pending the offer, he would then be in a good position to approve a merger between Lionsgate and the studio, one he now supports. Some of MGM’s creditors are pushing hard for that prepackaged bankruptcy plan that would instead see Spyglass’ Gary Barber and Roger Birnbaum come in and run the studio. As a condition of his offer, Icahn said anyone selling to him must vote against the Spyglass plan; a vote is scheduled for Oct. 29. Icahn also stated on Thursday: “This is the critical decision point for MGM lenders, yet we are being rushed into an extraordinary Prepackaged Plan with limited information and input, on a “hurry up basis” that frustrates any dissent. I hope to defeat this “rush to judgment.”

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Mary Parent Is Officially Out At MGM; Studio’s Lenders Given More Time To Review Spyglass Info

BREAKING NEWS… UPDATE: She has signed a non-disclosure agreement and therefore can’t talk publicly to the media. But, making no secret that she was negotiating her exit from MGM after taking the job in April 2008, Mary Parent this afternoon is now officially out at the studio where she was Chairman of the Motion Picture Group and Co-CEO. It’s a sad ending to Parent’s struggle to revive the debt-ridden cash-strapped studio and get it producing and distributing movies again against huge odds. That she was able to accomplish anything at all, even a few releases and co-productions, is testament to her professionalism and personality. Hollywood needs to salute her.

Parent and her staff, meanwhile, has had to go into the Century City offices every day for months and basically do nothing. “A really good group of people came in here to sit on the bench in their prime. What wasted capabilities and wasted potential,” she has told pals. In private conversations with Hollywood, she called it “a perfect storm against us” of events that sank her management team. She’ll probably catch her breath before thinking about another job. (The offers are just coming in now.) In the end, she like everybody else puts all the responsibility for the studio’s demise on Harry Sloan and his inability to tell the truth. ”In a weird way, it’s like coming off a bad relationship,” she told a friend Friday. “I married the wrong guy and woke up pregnant.” (see below for more) Read More »

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Peter Jackson Directing ‘The Hobbit’? TOLDJA!

Mike Fleming

I saw yesterday’s breathless reports that Peter Jackson is close to a deal to direct The Hobbit – and I am bewildered how anyone slaps an “exclusive” tag on a story Deadline broke back on June 25th. That’s when Jackson moved from co-writer/producer into the director’s chair. Recent reports by the LA Times and NY Times have added some nice details, but I laid out back then the chain of events that are unfolding now. Even before Guillermo del Toro withdrew as director, Warner Bros and MGM had set December 2012 and December 2013 as release dates, replicating the release pattern of the original The Lord of the Rings trilogy. Production has to begin in January or these pictures would get pushed back an entire year — and who knows if Jackson would have stayed? Deadline advised that MGM’s creditors needed to get their heads out of their you-know-where’s and either commit funding or step aside to let Warner Bros  pay for the films. It was clear those decisions would precede a long-planned prepackaged bankruptcy that won’t play out until year’s end. 

The 3D discussion also goes back before Del Toro departed, but I can confirm a NYT report that they’re locked into a 3D two-picture shoot that will cost around $500 million. Unless a third party steps in, Warner Bros most likely funds production because MGM can’t. The movement on The Hobbit doesn’t help James Bond, which is post-bankruptcy business. … Read More »

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MEMO: MGM Not Veering From Spyglass

Mike Fleming

EXCLUSIVE: Despite the speculation that India conglomerate Sahara India Pariwar might swoop in and buy MGM for $2 billion, it doesn’t sound like MGM’s current management is taking it that seriously. At least not based on this internal memo I just obtained:

To All Employees:

We wanted to take this opportunity to provide you with an update on the Company’s restructuring efforts. Recently we announced that our lenders have again agreed to extend the forbearance period relating to certain of our debt obligations and we are appreciative of their ongoing support throughout this process.

We recognize that throughout this restructuring process, there has been a great deal of speculation about the Company’s future in the media and elsewhere which can be very distracting. We appreciate the focus, hard work and dedication you all have demonstrated for the last year. We can assure you we are working to bring this process to a conclusion as quickly and thoughtfully as possible. However, the process is still evolving and we appreciate your understanding that there are not a lot of definitive answers at this stage.

In the latest evolution of this process, we have entered into a nonbinding letter of intent with Spyglass Entertainment’s Gary Barber and Roger Birnbaum to become the co-chairmen and co-chief executive officers of MGM upon consummation of a restructuring. We believe this development is a constructive step toward concluding this process. The Company will be working with Messrs. Barber and Birnbaum

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Latest Twist In MGM Saga Unfolds In India?

Mike Fleming

Indian conglomerate Sahara India Pariwar is reported to be in exploratory talks to buy the debt-hobbled MGM studio for $2 billion, according to the Wall Street Journal. Bloomberg adds that the Broccoli family, owners of the James Bond rights, are aligned. What an endless soap opera. Later, Bloomberg corrected itself to say that Eon disavowed even knowing about the Indian bid.

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MGM’s Umpteenth Debt Extension: Oct. 29

I’m still on vacation but can’t escape those beleaguered MGM announcements. The studio said today its lenders agreed to extend the forbearance period and therefore will not seek remedies in connection with the nonpayment of interest and principal due on the company’s bank debt, including the revolving credit facility, until October 29, 2010. “The lenders took this action in support of the Company’s ongoing efforts to evaluate long-term strategic alternatives to maximize value for its stakeholders. MGM appreciates the continued support of its lender group throughout this process.” The studio is going through a pre-packaged bankruptcy before Spyglass takes over.

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