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  1. MGM: We won't sell to just anybody

    Wall Street Journal – Who says beggars can’t be choosers?

    Metro-Goldwyn-Mayer Inc., the storied Hollywood studio, burdened by a crippling debt load of nearly $4 billion, put itself up for sale last month. But MGM is deliberately slowing the process, according to people familiar with the matter, by restricting potential bidders to a small pool of serious buyers.

    In hopes of soliciting a serious offer before widening the circle, the company is forcing interested parties to sign highly restrictive non-disclosure agreements that include non-compete clauses as well as rules that disqualify companies that need a financial partner to make a play for the studio.

    Limiting who can look at the company’s books offers some practical advantages for MGM: competitors won’t be able to get an inside peek at the company’s operations.

    While non-disclosure agreements were sent out to roughly two dozen parties, only a handful have signed and returned them, according to sources. Those include conglomerates large enough to buy the whole company without taking on a financial partner, such as Time Warner Inc. Time Warner declined to comment. News Corp., however, reportedly is at an impasse over a possible bid because of the strict non-disclosure agreements according to a person familiar with the matter. News Corp. publishes The Wall Street Journal.

    MGM’s valuable film library, which includes more than 4,000 titles and the iconic James Bond and Pink Panther franchises, is the company’s most valuable asset. The studio also owns a piece of the two upcoming Hobbit films produced by Lord of the Rings director Peter Jackson, which are expected to become major blockbusters.

    MGM expects to receive its first round of offers in mid-January. The company’s creditors are hoping for a bid of at least $2 billion, according to the people familiar with the matter. If no buyers come through, the company could alter the non-disclosure agreements and widen the pool of potential buyers. The creditors could also choose to keep the company and restructure it, likely under a pre-packaged bankruptcy process.

    Once at the vanguard of Hollywood, MGM now finds itself with little room to maneuver. In August, the studio’s owners—led by Providence Equity Partners, TPG, Comcast Corp. and Sony Corp.—replaced Chief Executive Harry Sloan with turnaround expert Stephen Cooper. And it only released one film this year: a remake of a 1980s musical film, Fame, which underperformed at the box office.

    MGM had brought in top-tier talent to jumpstart its movie studio in 2008—including Mary Parent, a star executive who joined MGM as chairman of its world-wide motion picture group after a long stint running production at Universal Pictures. But the nature of the film industry means that new team’s slate of pictures is just beginning to hit theatrical release now and won’t immediately generate cash.

    If the company seeks bankruptcy protection, that could trigger the dissolution of several big contracts. Some executives at the studio are seeking advice on how to insulate themselves from possible fallout.

    A spokeswoman for Boies Schiller & Flexner said that Ms. Parent had retained Hollywood power attorney David Boies. Ms. Parent declined to comment.

    In November, MGM reached an agreement with its lenders to forgo interest payments on its massive $3.7 million debt until the end of January, in hopes of biding time to develop a long-term plan. The company also faces payments on a $250 million revolving credit facility, which comes due in April of next year.

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    Devin Zydel @ 2009-12-23
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