The studio had already said in October that it wants to refinance much of the debt taken on last December when investor Ron Tutor, and Tom Barrack’s Colony Capital, paid Disney $660M for Miramax. We just didn’t know how much it wanted to raise and where the cash would go. But Bloomberg says that two people “with knowledge of the situation” have disclosed that Miramax plans to sell asset-backed bonds that will enable the company to take advantage of today’s low interest rates and assume more debt. It also would be used to partly repay the investors. They initially put in $408M, now down to $308M, and would continue to keep $100M at Miramax. Colony would benefit from a $142M dividend. Miramax’s collateral would include its 700 films and 14 television series as well as rights to books and development projects. The company has been busily cutting digital licensing deals, including one this week with Netflix to stream movies in the UK and Ireland. Bloomberg says that Barclays Capital and Jefferies Group are managing the bond sale.
The Walt Disney Co’s sale of Miramax Films to Filmyard Holdings for $663 million — subject to certain adjustments — has been completed, it was announced today by both companies. The actual owners are construction magnate Ron Tutor and Tom Barrack’s Santa Monica-based Colony Capital (led by former Disney CFO Richard Nanula), and Qatar Holding. The deal includes rights in over 700 film titles, including Academy Award winners Chicago, Shakespeare in Love and No Country for Old Men. Also included are non-film assets, such as certain books, development projects and the “Miramax” name.
Back on January 27th, Deadline was first to tell you that the Weinstein Brothers who founded Miramax in 1979 were trying to buy back the Miramax name, because it’s based on their parents’ first names – Max and Miriam. The bros sold Miramax to Disney in 1993, but left behind the name and the library when they walked away because of a money feud with Michael Eisner and started the The Weinstein Company in 2005. Soon even more potential buyers began kicking the tires and the Weinsteins were in a fierce bidding battle with richer rivals. But then negotiations with the Weinsteins became exclusive, only to fall through.
Then, on January 27th, I was the first to tell you that construction magnate Ron Tutor and Tom Barrack’s Santa Monica-based Colony Capital led by former Disney CFO Richard Nanula had joined together to negotiate the acquisition of Miramax from Disney. And so that deal finally gets done today after so many frustrating and …
EXCLUSIVE: I’m told that Miramax transaction between owner Disney and soon-to-be new owners, construction magnate Ron Tutor and Tom Barrack’s Santa Monica-based Colony Capital (led by former Disney CFO Richard Nanula), won’t be finalized until the end of the year or soon after because of “strictly logistical reasons”. (“Standard practice in a deal of this magnitude,” one insider tells me.) As a result, it has impacted two movies: The Debt, which was supposed to be released on December 29th, and Don’t Be Afraid Of The Dark the end of January. Now both pics are postponed until parent company Filmyard, which is what Tutor and Barrack are calling their new film company umbrella over Miramax, takes over. No new dates have been set.
Back on July 7th and again on July 8th, I was first to report that the notorious film financier David Bergstein “was being pushed aside” and would have no role in Miramax once it was purchased from Disney by construction magnate Ron Tutor and Santa Monica-based Colony Capital. (I wrote: “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.”) On Sunday, Tutor confirmed my reporting in an interview with The Hollywood Reporter. But I’m bewildered why the trade tried to claim he “unleashed a bombshell” that there will be no role in Miramax for his pal Bergstein. How utterly classless of The Hollywood Reporter — and Alex Ben Block, who knows better – not to give Deadline credit. Then again, THR and Variety, too, steal so much content from Deadline without credit on an almost daily basis, it’s clear the trades have no shame anymore.
I 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 …
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
EXCLUSIVE – 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.