Billionaire Ron Tutor told analysts and journalists back in May he was looking to unload his movie assets, and now it looks like he has found a buyer for his biggest one, selling his stake in the studio to co-owner Qatar Investment Authority. Variety reports the construction magnate had a “large minority stake” in the Miramax library, which he partnered with QIA and Colony Capital to acquire from Disney in 2010 for $663 million. (Former owners Harvey and Bob Weinstein, who also tried to buy the Miramax library back in 2010 with Ron Burkle, had valued the assets at $400 million). Variety said QIA’s stake is now around 75%. Miramax has done deals with the likes of Netflix and Hulu to exploit its catalog titles, which number around 700, but no new films are in the works and questions remain about the future of the library. Tutor said in May that some of his assets are tied up in bankruptcy with fellow film financier David Bergstein and other litigation.
Investor Ron Tutor told analysts and journalists today on an earnings call for his multi-billion-dollar construction businesses that he was looking to unload at least some of his share of movie business assets within the next 10 days. Tutor is one of a group of investors who purchased Miramax from Disney for $663 million in 2010. In response to a question near the end of the call, Tutor said if for any reason the plan to shed movie assets falls through, he likely will execute a stock sale in July. Some of the assets are tied up in bankruptcy or other litigation, but onetime Tutor investment associate David Bergstein has agreed to drop his litigation concerning his dealings with Colony Capital in exchange for “a small amount of money” for his efforts to achieve the Miramax purchase.
Film financier David Bergstein has filed suit over Disney’s December 2010 sale of Miramax to a group of investors including Colony Capital, Filmyard Holdings, Miramax chairman Richard Nanula, and other individuals involved in the deal. The suit, which you can read here, was filed today in Los Angeles Superior Court. Bergstein alleges numerous counts of fraud, breach of contract, unjust enrichment and that he is owed money for his role in facilitating the $660 million transaction for Miramax. His claims include arranging crucial financing for the deal and that without ”the capital he expended and his considerable efforts, there would not have been a deal”.
In putting together his initial campaign to purchase Miramax, the suit alleges Bergstein approached investor Ron Tutor and led evaluation and due diligence on Miramax and its film library. Additionally, the suit claims Bergstein created a business plan that ultimately was put into place once the acquisition was completed. But after Bergstein won the competition to acquire Miramax, the suit alleges, Colony Capital and its CEO Tom Barrack approached Tutor and asked to join the deal in exchange for investing $100 million of its own money. The lawsuit claims there was an agreement for Bergstein and his Exodus Film Co to receive a non-dilutable 5% equity in the deal, a 1% transaction fee, and consulting agreement.
The suit says Colony’s Barrack subsequently asked Bergstein to reduce his equity …
As expected, former News Corp exec Mike Lang was named CEO of the new Miramax Films now owned by construction magnate Ron Tutor and Tom Barrack’s Santa Monica-based Colony Capital (led by former Disney CFO Richard Nanula), and Qatar Holding. Colony Capital’s Nanula will be the key person picking a CEO and CFO from the usual roster of experienced movie executives. Barrack has said frequently that Miramax didn’t want to end up hiring someone who’ll use distribution as an “excuse” to go into production. “Because that would be disastrous.”
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 8th 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 tonight after so many frustrating and annoying stops and starts, and bidders and runners-up. (Announcement below.) Still, this was relativity speedy considering that Colony Capital only a month ago entered the deal as a big equity provider matching Tutor’s equity of several hundred million dollars. So I have to ask: Are bidding war losers Harvey and Bob Weinstein crying into their beer tonight?
All in all, $660 million is a very good price for the company because film library values have taken a hit as DVD/video has flattened. True, Disney once placed a sky-high $1.2 billion pricetag on the Miramax library. The studio hoped to get around $800 million, then $700 million, and this number comes awfully close to that. The final figure exceeds the $625M-$650M which the Weinstein brothers/Ron Burkle/Fortress-Colbeck partnership seemed ready to pay until talks broke down. Due diligence showed that Miramax is sitting on a lot of cash, as much as $300M in receivables. Also, I’ve learned that Disney stands to make even more because …
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.