If anyone needed proof of the power of film - pictures, persistence and some sly camera work - here it is.

"The Hump," the high-end Santa Monica restaurant that was filmed serving whale sushi, announced Saturday it was closing its doors.

The restaurant was filmed by undercover activists organized by the makers of the Oscar-winning documentary, "The Cove." ("The Cove" exposed a brutal dolphin slaughter in Japan, and made use of secret cameras fashioned by Hollywood experts to do so.)

The restaurant, which had a VIP clientele and was based at the Santa Monica airport, faced federal charges for serving an endangered species. Since then, it has also faced placard-wielding protestors outside its doors.

In a message on its website the restaurant wrote a simple mea culpa: 

"After twelve years doing business in Santa Monica, The Hump will be closing its doors effective March 20th, 2010.

"The Hump hopes that by closing its doors, it will help bring awareness to the detrimental effect that illegal whaling has on the preservation of our ocean ecosystems and species. Closing the restaurant is a self-imposed punishment on top of the fine that will be meted out by the court. The Owner of The Hump also will be taking additional action to save endangered species.   "One such action will be to make a substantial contribution to one or more responsible organizations dedicated to the preservation of whales and other endangered species.

The Hump apologizes to our loyal customers, the community of Santa Monica, and the public at large for our illegal actions. While the current difficulties faced by The Hump overshadow the many friendships formed over the years, we want our customers and friends to know how much we thank you for your support."

Reached by TheWrap, the director of "The Cove" Louis Psihoyos called the decision "great news."

"I know for a fact that sushi restaurants all over America are emptying their fridges of endangered whales," he wrote in an email. " A tsunami of fear is occuring for anyone serving endangered animals at restaurants.  It's a good day for our mammalian counterpart in the oceans.  We could not be happier, to me - it's just as exciting and emotional as winning an Oscar."

Amazing. The entire drama played out over a mere two weeks.

See previous: 'The Cove' Stings a VIP Restaurant for Whale Meat
The Hump: 'Sorry for Serving Whale' | The Wrap

By Saturday March 20, none of the bidders for MGM would confirm whether they had submitted offers for the studio up for sale, despite the passing of MGM's Friday deadline.

The silence suggested that the deadline might have been somewhat slippery, and that MGM may well be permitting its reduced number of suitors to take more time to submit.

Update Friday 6:30 pm:

By Friday evening it was still unclear whether the three bidders had submitted their offers for MGM, although all three were expected to do so before the deadline at the end of the day.

Asked to confirm its bid, Access Industries declined to comment. So did Time-Warner.

More as soon as we hear news....

Previously: 

The clock ticked down on Thursday night toward the deadline for second and final bids on MGM, and only three suitors remained.

And of those three, Time Warner remains the strongest candidate to close the deal.

Read the rest here...

See Previous: 

Icahn Ups Offer, Now Wants All of Lionsgate Valuation Expert Seth Willenson Says MGM Price Too High Why Time Warner Wants MGM Bad, But Can’t Over-Pay

Billionaire corporate raider Carl Icahn has upped his offer to Lions Gate Entertainment (NYSE: LGF), offering to acquire all of the studio’s outstanding shares.

"The Icahn Group is now offering to purchase UP TO ALL of Lions Gate's outstanding common shares," the investment company said in a release on Friday. "In addition, the expiration date of the Offer has been extended to April 30, 2010."

A representative for Lionsgate did not immediately return a request for comment.

The offer comes on the very day that Lionsgate is poised to bid in the final round of the expected sale of MGM, a deal that Icahn opposes. Lionsgate has been struggling with what price to set for the debt-laden MGM, and is bidding against better-funded and larger rivals, Time-Warner and Access Industries.

Last week, the studio rejected Icahn’s offer to acquire 13.2 million shares -- about 30 percent of Lionsgate -- for $6.00 per share, or $79,986,520. Now, Icahn is offering to buy at least 50.1% of Lionsgate's common shares, which would give him full control.

Lionsgate said Icahn’s initial offer was 28.5 percent less than what Wall Street analysts have said its shares are worth. Shares of Lionsgate stock were trading at $6.00 Friday morning, up about half a percent.

Meanwhile, it was not entirely clear what strategy Icahn was pursuing, and why he felt shareholders that did not sell to him previously would now do so. (A representative for Icahn declined to comment.) He currently owns 18.9 percent, and has sought seats on the board, which so far Lionsgate has not granted him.

Lionsgate has proposed that its shareholders adopt a defensive rights plan, or poison pill, to keep Icahn from accumulating shares.

Icahn said on Friday that he intended to pursue legal action against Lionsgate's poison pill. If his offer is successful, his firm, the Icahn Group, would replace the studio's board of directors with its own nominees, he said.

In rejecting Icahn's earlier offer, Lionsgate said that the Icahn Group "has limited experience in operating a business in Lionsgate’s industry."

“Despite this, the Icahn Group is seeking a greater opportunity to participate in decisions regarding major acquisitions and other matters that would affect shareholders.”

The studio’s board of directors voted unanimously against the unsolicited offer, calling it a "partial bid," “financially inadequate,” “coercive” and “not in the best interests of Lionsgate and its shareholders and other stakeholders.”

"Lions Gate previously criticized our tender offer for being partial," Icahn said Friday. "That is no longer the case."

Here's the press release from the Icahn Group: 

Icahn Announces Amendments to Tender Offer for Common Shares of Lions Gate Entertainment Corp.

NEW YORK, March 19 /PRNewswire/ -- Carl C. Icahn announced today that the offer (the "Offer") by certain of his affiliated entities (the "Icahn Group") to purchase up to 13,164,420 common shares of Lions Gate Entertainment Corp. ("Lions Gate") has been amended to provide that the Icahn Group is now offering to purchase UP TO ALL of Lions Gate's outstanding common shares. In addition, the expiration date of the Offer has been extended to April 30, 2010.

The amended Offer is conditioned on, among other things, there having been validly tendered and not withdrawn a number of Lions Gate common shares which, together with the common shares already owned by the Icahn Group, would constitute at least 50.1% of Lions Gate's common shares (taking into consideration options and restricted stock). The Icahn Group has the right to waive this condition and any other condition, subject to applicable law. In addition, the amended Offer is conditioned on: (i) all rights issued or issuable under the poison pill adopted by Lions Gate's board of directors on March 11, 2010 having been cease-traded, found to be illegal or unenforceable, redeemed by the board, or otherwise eliminated; and (ii) the receipt by the Icahn Group of all government or regulatory approvals necessary to complete the amended Offer (including Investment Canada Act approval) on terms and conditions satisfactory to the Icahn Group in its reasonable judgment.

The Icahn Group has determined not to increase the previously announced Offer price of $6.00 per share in cash. The Offer price is $1.15 higher than the $4.85 closing price of the common shares on February 4, 2010 (the last trading day prior to the first date in 2010 that the Icahn Group resumed purchasing Lions Gate common shares), representing a premium of more than 23%. The amended Offer will not be subject to financing.

Mr. Icahn also announced that the Icahn Group intends to pursue legal proceedings to set aside the poison pill adopted by Lions Gate, which restricts the rights of Lions Gate shareholders to accept the Offer. The adoption of the poison pill represented a failure of certain conditions to the Offer. The Icahn Group waived the breached conditions in this particular instance so as to proceed with the amended Offer.

Mr. Icahn stated:

"Due to management's recent actions, I am now convinced that Lions Gate shareholders will never have the right to make important decisions. I am dismayed that Lions Gate's board of directors chose to implement a poison pill and thus deny their shareholders the opportunity to participate in our Offer. I believe these tactics serve only to strip shareholders of an opportunity and entrench management. Lions Gate previously criticized our tender offer for being partial. That is no longer the case.

I believe that Lions Gate's management should not further leverage up the company to purchase a film library without allowing shareholders the opportunity to decide whether increasing exposure to this segment is wise. I believe library values are currently declining due to, in part, weak DVD sales. Lions Gate already has a major investment in a library – its own. It should be up to the shareholders to determine if they wish to more than "double down" on another library, especially in light of the company's admitted "substantial degree of leverage".(1) Lions Gate's latest actions convince me that the current management and board will never allow shareholders to make their own determination on this extremely important decision. 

We therefore intend, if our offer is successful, to replace Lions Gate's board of directors with our nominees, several of whom would be Canadian citizens. I believe that the best course for Lions Gate is to pursue a strategy aimed more at the consolidation of film and television distributors, as opposed to the acquisition of library assets. Once in place, we are hopeful that our nominees would guide Lions Gate in that strategic direction. I also believe that it may be desirable to replace top management with several individuals who more closely share our vision for the future of the company. In addition, we expect to propose that the new board form a committee to oversee the retention of a third party consultant tasked with dramatically reducing Lions Gate's overhead.

I understand that such a dramatic shift in management and growth strategy may thrust Lions Gate into a potentially volatile period of transition, but I believe the company will emerge much stronger on the other end."

The Icahn Group looks forward to working productively with the Canadian authorities to obtain approval for the amended Offer. To that end, the Icahn Group intends to discuss with the Minister of Canadian Heritage various commitments it would be prepared to make in order to ensure that any acquisition of control of Lions Gate as a result of the amended Offer would be of net benefit to Canada, which may include the divestiture of Lions Gate's shares of Maple Pictures Corp. ("Maple") to one or more Canadians such that the film distribution business currently carried on by Maple in Canada will be operated independently from Lions Gate (as was similarly undertaken by Lions Gate in 2005). Lions Gate disclosed in SEC filings made prior to the Offer that: (i) there is a risk that the Minister of Canadian Heritage could determine that Lions Gate is out of compliance with the Investment Canada Act, or that events beyond Lions Gate's control could result in its ceasing to be Canadian-controlled pursuant to the Investment Canada Act; (ii) if Lions Gate ceases to be Canadian-controlled under the Investment Canada Act, it and Maple may no longer qualify for or be entitled to access refundable tax credits and other Canadian government and private motion picture industry incentives that are restricted to Canadian-controlled corporations; and (iii) such a change in status could also cause Lions Gate to be required to repay certain tax credits and other government incentives previously received and default on certain distribution obligations, thereby adversely affecting its financial results. The Icahn Group believes that these risks could be substantially reduced or eliminated through the agreements it will seek to reach with the Minister of Canadian Heritage in connection with any acquisition of control of Lions Gate as a result of the amended Offer. In addition, if the amended Offer is successful, the Icahn Group intends to cause Lions Gate to remain a Canadian incorporated entity for a period of not less than five years.

Lions Gate stated in its Schedule 14D-9 filed with the SEC on March 12, 2010 that the Offer could result in the acceleration of approximately $516 million of its indebtedness if lenders were to elect to declare events of default relating to certain "change in control" provisions contained in its debt documents. If such acceleration occurs (which will not be a condition allowing the Icahn Group to withdraw the amended Offer), the Icahn Group believes that Lions Gate should seek a replacement source of funding in order to continue to operate its business in the ordinary course. The Icahn Group is prepared to begin discussions with Lions Gate immediately regarding a bridge facility that the Icahn Group would be willing to provide – without a commitment fee – at the expiration of the amended Offer, should these "change of control" provisions be triggered as a result of the Icahn Group's purchase of Lions Gate shares in the amended Offer. The Icahn Group expects that such bridge facility would be required to be repaid through a combination of new debt and the proceeds of the sale of Lions Gate equity through a rights offering in which all Lions Gate shareholders would be invited to participate, thus de-levering the company. The Icahn Group would be willing to backstop any such rights offering.

The terms and conditions of the amended Offer are set forth in the Offer to Purchase dated March 1, 2010, as amended by the Notice of Variation and Extension dated March 19, 2010, to be distributed to holders of Lions Gate's common shares and filed with the SEC as exhibits to the Icahn Group's amended Schedule TO and with the Canadian securities authorities on SEDAR.

 A veteran of Hollywood finance for four decades, industry consultant Seth Willenson has given expert testimony in court cases involving valuations of studios, production companies and movie libraries. In a grill with WaxWord, he gives his insight into whether MGM is overvalued at a $2 billion asking price, and whether he think the deal will ultimately get done.

What do you think the MGM library is worth?
Over the years I’ve looked at the library at MGM. The problem is that the devil is in the details. The library is primarily the Bond franchise as an attractive distribution deal, which is big enough that it throws off cash. You have more recent titles that are very mixed. It's not much better than Lionsgate in terms of looking at current productions.

Why do you say that? 
Well, the United Artists library is at MGM. Unfortunately, they had a lot of titles that expired after 20-25 years and reverted back to the producers. Saul Zaentz always withheld all the rights to his movies except theatrical.

OK, so what’s it worth?
It’s worth what you want it to be worth. The value of the library is: What's it worth to whom? How will you collateralize? If you have a vision in terms of what you’re going to do with the library, then you can overpay, knowing what that vision will be.

Is Time Warner capable of having a vision for that library?
I think Time Warner has gone through a lot of businesses that are based on creation of motion pictures. They learned their lesson with AOL.

But is Jeff Bewkes terrified that people will say he overpaid?
I think he is.

Really?
The MGM library is worth in the mid-hundreds of millions of dollars, and that’s pushing the value.

Do you think Time Warner is best situated to buy it?
There's no question that Time Warner could monetize the library the best. There's no relationship between the movies made after (near-)bankruptcy (in 1997) and what the classic library was. The new MGM is mainly a bunch of  mediocre, mostly failed studio releases. But you have a bunch of Wall Street guys who are deal junkies and haven’t the faintest idea how to monetize this stuff. I’d say it’s certainly not worth over a billion dollars.

But someone will pay it?
From my experience, from history of this business, somebody is going to overpay. You have a bunch of investment bankers who don’t know what they’re doing, trying to come up with a discounted cash flow analysis, trying to get people who looking to earn more than two percent on their money – they will justify it.

So someone will overpay for MGM?
There’s no doubt in my mind that a bunch of well intentioned, highly educated analysts are going to overpay for MGM, and the consequences are going to be borne by the bond and shareholders.

Update Saturday at 9 am: 

None of the bidders or MGM would confirm whether bids had been submitted for the studio up for sale, despite the passing of MGM's Friday deadline.

The silence suggested that the deadline might have been somewhat slippery, and that MGM may well be permitting its reduced number of suitors to take more time to submit (see below).

Update Friday 6:30 pm:

By Friday evening it was still unclear whether the three bidders had submitted their offers for MGM, although all three were expected to do so before the deadline at the end of the day.

Asked to confirm its bid, Access Industries declined to comment. So did Time-Warner.

More as soon as we hear news....

Previously: 

The clock ticked down on Thursday night toward the deadline for second and final bids on MGM, and only three suitors remained.

And of those three, Time Warner remains the strongest candidate to close the deal.

The media giant wants it, that’s pretty clear.  Kevin Tsujihara, president of Warner's home entertainment group, spent Thursday afternoon in communion with the company’s mergers and acquisitions experts, trying to settle on an appropriate bid.

And CEO Jeff Bewkes was set to meet with Warner chiefs Barry Meyer and Alan Horn on Friday to decide on a price.

The range, as we’ve reported before is expected to be low: $1.2 billion to $1.4 billion at the most. And we know that MGM has sought $2 billion; with its debt currently trading at 60 cents on the dollar, that gives the company a value of more than $2 billion.

So a low Time Warner bid may not be incentive enough to trigger a sale.

In second and third position stand Lev Blavatnik’s Access Industries and Lionsgate, the latter a reluctant party who is not at all certain to bid by tomorrow.

Said an individual inside the camp of one bidder: “Information flow ridiculously slow ... (This is) Not a fun process.”

Still, Warner wants it bad, partly because the studio already handles the pre-1986 MGM catalogue.

And this is part of the pressure on Bewkes. Every major studio is salivating not so much over the 4,000-title library, but over the James Bond library and franchise and the half of “The Hobbit” not already owned by Warner.

Although the Bond franchise is only a distribution deal for MGM, it still represents major value – and could be the reason that this deal is driven into the billions. (Many forget that the remake rights are retained by the Broccoli family.)

“The MGM library is worth in the mid-hundreds of millions of dollars, and that’s pushing the value,” said Seth Willenson, an entertainment industry consultant whose expertise is in valuing movie libraries.

“There’s no doubt in my mind that a bunch of well-intentioned, highly educated analysts are going to overpay for MGM, and the consequences are going to be borne by bond and shareholders.” (Read full interview with Willenson here.)

So how much? Enough to get the sale done, not so much that the deal can't be justified.

In the wake of the AOL debacle, Bewkes cannot be seen overpaying for another choice property, or Wall Street will come down on his stock like the Kraken. (Disney's Bob Iger took plenty of heat over laying out $4 billion for Marvel.)

But at the same time, Bewkes does not want to be seen losing this auction to the likes of a Russian-born billionaire and Hollywood naif. Blavatnik can afford to pay $2 billion. But would he?

Meanwhile most experts, includig Willenson, think Time Warner is best situated among the bidders to create shareholder value out of MGM’s assets.

“There’s no question that Time Warner could monetize it the best,” he said.  “A library is worth what you want it to be worth. If you have a vision in terms of what you’re going to do with the library, then you can overpay, knowing what that vision will be...I think Time Warner has gone through a lot of businesses that are based on creation of motion pictures."

At this point, it’s Bewkes’ to win – or lose. It’s a tricky game for him, and will involve his personal prestige.

Which means that it's entirely possible that a sale does not happen.

“I think it will be a failed sale process,” said one observer, a veteran of Wall Street’s debt business and a principal in other Hollywood selling sprees. “My personal view is that no one’s going to get it.”

In a sign of continued nervousness among sellers at Hollywood's yard sale, the Walt Disney Company has extended the March 19 deadline for second and final bids on its arthouse division Miramax to the end of the month, according to one individual involved in the bidding process.

The seconds bids were due on Friday, the same day that MGM has requested final bids in its sale, and that deadline too is proving somewhat flexible.

The race has come down to two bidders -- The Weinstein Company and Tom Gores' Platinum Equity. Both companies have been deep in due diligence at the company, but are believed to be unhappy that Disney has been slow to provide detailed financials.

Other bidders including Lionsgate and Qualia Capital have dropped out, finding Disney's price tag for the division - $700 million, with an expectation that bids will be above $600 million -- to be too rich for the projected returns.

Disney is apparently telling the bidders that the reason for the extension is that contracts are not finished.

But clearly the major studio feels under pressure with the scarce number of bidders. And the extension of the date for final bids suggests that they are inclined to work with the remaining bidders to get the number they want.

One more possibility: Disney may be extending the deadline to allow a new bidder or two in. There have been rumors all week that a high-net worth Chinese entrepreneur has been circling this deal as well as MGM and seeking a partnership to buy a Hollywood platform.

March 31 is the new date for final Miramax bids.

See many, many previous: 

Disney Tries to Sell Miramax - But What's the Library Wortth?

Miramax Bids Due Thursday, Battle Rages Over Valuation

Miramax Dies: Rest in Peace

Hollywood for Sale II: Liberty Wants $100M for Overture

Updated Thursday at 12:30 pm:

Bloomberg reported that Time-Warner CEO Jeff Bewkes will be meeting tomorrow with Warner Bros chiefs Barry Meyer and Alan Horn to iron out the price. They're also reporting, as I did, that bid will likely be low: $1.2 b to $1.5 billion. (I think that second number is the high end. But seems like they've not quite decided.)

Exclusive:

Relativity Media -- backed by Elliott Associates -- has removed itself from the MGM sale, a person with knowledge of the situation tells TheWrap.

Ryan Kavanaugh's finance firm (backed by the hedge fund Elliott) follows John Malone's Liberty Media, which also bowed Wednesday, out the door -- and just two days before the Friday deadline for final bids.

With the dwindling number of bidders and Time Warner's intent to come in low, the sale of MGM is becoming less certain. If they don't find a seller, the debt-holders could wind up just keeping the troubled studio.

As the numbers kept coming in, Relativity foresaw MGM's cash flow grinding to a halt in the next year or two. The reason: With the studio's restructuring, layoffs that have left only senior management, and sale, there's no new product -- no movies being made, no greenlit projects -- and basically no reason to believe its library will generate enough revenue to justify the price.

MGM has been seeking $2 billion for their 4,000-title library. The library may throw off a certain revenue number today, estimated at $350 million, but it's proving very hard to predict what that number will be in the longer term.

This leaves Len Blavatnik's Access Industries as the likely front-runner. The Russian billionaire has the deepest pockets -- and wants into the movie business badly.

Earlier on Wednesday, Ron Grover at Bloomberg broke the news that Liberty Media had dropped out for the same reason as Relativity/Elliott: valuation fears.

I believe it. The valuations have proven to be the sticking point in just about every movie company that has been up for purchase in Hollywood's current yard sale. The problem is that libraries have been the one core, reliable source of revenue for studios that have a hard time predicting profits from movie slates. But right now, those values are in decline because of the plummetting home entertainment business model.

No less than Sony co-chairman Michael Lynton told ShoWest yesterday that DVD revenues have shifted to a 75 percent rental/25 percent purchase model, from a 60/40 split a few years ago.

So with Liberty and Relativity out, that leaves the other players who we have written about ad nauseum: Time-Warner, Lionsgate and Blavatnik's Access.

See previous:

Hollywood for Sale -- But What's the Right Price?

Liberty's Malone Ready to Break With Overture Films

Overture Box-Office Profits: $50M-$60M

More Hollywood for Sale – Lionsgate, MGM, Miramax – Deadlines!

Miramax Bids Due Thursday, Battle Rages Over Valuation

Lionsgate Files to Raise Up to $750M

Liberty's Malone Ready to Break With Overture Films

This weekend’s performance of “The Green Zone” was the kind of roadkill that makes a lot of us want to look in the other direction.

The Matt Damon thriller -- positioned to look like the “Bourne” series but emphatically not that -- took in only $15 million domestically its opening weekend.

On Monday it scraped together another million bucks.

The bad blood is flowing from this debacle that some insiders are telling me could end up losing the studio $40 to $50 million.

There’s lots of blame to go around -- and it is being spread around plenty.

Here’s why: This is one of the first big releases under the new regime of Adam Fogelson and Donna Langley (right), and not the kind of signal of positive change that the struggling studio has desperately been seeking.

For another, this is a movie that already has strained relations in its past. It was one of the major points of tension between then-chairman Marc Shmuger and then production chief Langley.

At the time, the arguing was over a budget that had ballooned from $80 million to $130 million.

Now he’s out, she’s in -- and the movie bombed. The studio went out of its way to tell reporters this weekend that the decision to make the movie belonged to the previous regime of Shmuger and David Linde (below, left).

Bad blood, indeed. But you can’t blame the last regime for a marketing campaign that sank like a stone and confused the hell out of me, for one.

It’s also not enough to say that audiences won’t see movies about the Iraq war.

In this case, Universal tried to sell the film as a Bourne-like thriller. But the title betrayed the Iraq war angle, and the trailers just showed a series of muscular Damon action clips, with no clear idea of who he was shooting at, running from or jumping over.

For those who were fooled into going, they were probably annoyed to learn it wasn’t pure escapist fare like Bourne.

I still don’t really know what the story was, anyway. (Small irony for me personally, in that the movie is based on a book by my friend and former WashPost colleague Rajiv Chandrasekheran, drawn from his reporting in Iraq when I was there covering the war in summer 2003.) I gather it’s probably about looking for WMDs.

Here’s the other problem: The movie was too damn expensive.

In case no one remembers, this  was exactly the problem that had been plaguing Universal in the last year when the results were painful, and publicly so. Everyone in town had been pointing out the studio’s penchant for overspending on adult-oriented movies -- “State of Play,” “Public Enemies” -- that thus had no chance to hit major profitabiity.

And at one point I seem to remember all the film executives promising GE's Jeff Immelt that they'd gotten the message, and would be frugal as could be going forward.

Does that approach remain unchanged?

I’m not sure, since Universal declined to comment for this particular article.

So be it. They can blame this one all they want on the guys who’ve left the building. But pretty soon, someone’s going to have to figure out how to make a hit.