Weinstein Debt Wiped Clean in Deal with Goldman, Ambac

In a move that hands 200 Weinstein films to Goldman Sachs in exchange for forgiving debt, the independent film company gets a new lease on life (UPDATED)

Miracles happen.

The Weinstein Company got a new lease on life on Wednesday after a full restructuring agreement that leaves the independent film company free of its $450 million debt and with a new operating facility.

But the company had to give up 200 of its 350 films to do so.

A federal court in Wisconsin on Wednesday approved a deal in which the insurance company Ambac would pay $115 million of Weinstein’s debt to Goldman Sachs and Assured Guaranty.

The remainder of the debt is being exchanged for 200 TWC movies, including the $233 million in accounts receivable on the films.

“Rodj Cohen has architected the perfect deal – four companies perfectly aligned, in a deal that recoups incredible value for the Weinstein Company, and gives us the wherewithal to continue,” said TWC Chairman Harvey Weinstein, in an interview with TheWrap.

The deal was structured by Wall Street lawyer H. Rodgin Cohen, nicknamed Rodg.

After raising and spending $1.2 billion for a new film company in 2005, the Weinstein Company has struggled in a waning independent film market and burdened by tens of millions of dollars in annual interest on the debt.

The company lost huge sums of money in ill-considered investments in the fashion house Halston, arts cable TV network Ovation and the social networking website asmallworld.net.

(UPDATE: In response to the comment about TWC's investment in Ovation, Charles Segars, CEO of Ovation, told TheWrap: “Ovation is a profitable business. In fact, we became profitable almost a year ahead of plan. In just three years, we've taken this company from 5 million to 42 million subscribers and all our investors are happy with our unparalleled success as an independent network. The Weinstein investment, while welcomed, is very small and has no effect on our continuing success.”)

Meanwhile, the company's movie slate has not been a financial success, despite the critical acclaim and box office win for “Inglourious Basterds” earlier this year.

Last year the company won some breathing room after hiring then investment bank Miller Buckfire to renegotiate bond obligations with Ambac.

The new restructuring requires Weinstein to stick to his core business of movies and television, and not venture into the kinds of clothing or internet ventures that got TWC into trouble in recent years.

“We won’t be buying clothing or internet companies,” Weinstein affirmed to TheWrap. “Those days are over.”

It is unclear what impact the restructuring might have on Weinsteins’ efforts to buy back Miramax from the Walt Disney Co. Backed by billionaire Ron Burkle, the Weinsteins have tried but so far failed to buy the indie division library. Thus far, their rivals David Bergstein and Alec and Tom Gores have not closed that purchase, either.

In the restructuring deal, the Weinstein Company keeps many of its most prized titles, including “Inglourious Basterds,” “Piranha” and “Scream,” but gives up titles incuding “Scary Movie 4” and “Halloween II.”

When Goldman and Assured recoup their money, those titles will revert to the Weinstein Company.

The film company also maintains control of half of 15 franchises that it shares with the Walt Disney Co. in the Miramax library, including “Pulp Fiction,” “Spy Kids” and “Scream.”

And the company also will receive a distribution fee on the titles now owned by Goldman.

The deal became possible partly because of the financial trouble faced by the insurance giant Ambac. Goldman and Assured agreed to take $115 million from the insurer now, rather than take a risk on waiting for a full payout several years away.

It will allow the Weinstein Company to move forward with the release and production of films on its schedule.

Upcoming releases include “The King's Speech,” starring Colin Firth as the stammering King George VI.

The company will also be able to begin production on “I Don't Know How She Does It,” with Sarah Jessica Parker in October.

The debt was costing TWC an estimated $35 million per year.

According to The Wall Street Journal, court filings of Ambac state based on “audited financial statements,” the Weinstein Co. had burned through nearly all of the initial capital it raised, and has “exhausted its liquidity.”

The Weinstein Co. “has lost money and had negative operating cash flow in every year since its inception,” and that company executives had repeatedly advised Ambac “of its dire financial situation.”