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MGM Creditors Approve Spyglass Takeover

Gary Barber and Roger Birnbaum will take over company’s leadership following its emergence from Chapter 11, but with reduced stake


Updated: 4:38 p.m. PT

Metro-Goldwyn-Mayer creditors overwhelmingly passed Spyglass Entertainment's proposal to take over leadership of the company on Friday afternoon and take the debt-laden studio through a prepackaged bankruptcy, TheWrap has confirmed.

The plan received the vote of more than two thirds of MGM's debt holders.

In a statement MGM thanked the lenders and said the plan "…will dramatically reduce its debt load and put the Company in a strong position to execute its business strategy."

But in adopting the proposal, leading creditor and takeover artist Carl Icahn managed to have his cake and eat it too, according to initial reports. 

He and other MGM creditors booted from the proposal Spyglass's 15-film library, which had been valued at $80 million.

That omission was a bitter blow to the Spyglass principals, Gary Barber and Roger Birnbaum. Presumably the pair will still be named co-CEOs once the Chapter 11 period closes.

They will have a tiny portion of equity in the reconfigured MGM after it emerges from bankruptcy, but nothing like the five percent that was originally envisioned in their proposal.

Furthermore, as part of the deal, the Spyglass principals agreed to consider a merger with Lionsgate in good faith.

Icahn, who has been furiously buying up notes in the studio over the past month, had initially been working to kill the plan. He had initially said that he favored a merger with Lionsgate over Spyglass' bid.

With the deadline looming, both Lionsgate and Spyglass were furiously courting Icahn up until voting closed. To bring the billionaire investor over to its side, Spyglass not only had to surrender its equity stake, it also had to offer him a seat on the new company's nine-person board of directors. 


Hollywood may finally know the fate of Metro-Goldwyn-Mayer, come 5 p.m. ET.

That's the deadline for creditors to vote on a pre-packaged bankruptcy plan that would see Spyglass chiefs Gary Barber and Roger Birnbaum take over the management of the studio along with a minority ownership stake.

Potentially throwing a wrench into that proposal is a last-minute merger offer from Lionsgate.

Also read: On Eve of MGM Vote, Spyglass & Lionsgate Struggle to Manage Icahn.

MGM executives favor the Spyglass plan over Lionsgate's, because they maintain the financing is more firm. Also, there are concerns among MGM's leadership and creditors over ongoing legal battles being waged between Lionsgate and its malcontent investor Carl Icahn.

As TheWrap reported, with the deadline looming, both Lionsgate and Spyglass were furiously courting Icahn. Icahn has endorsed a merger with Lionsgate, but there was a sense among Spyglass executives that given sufficient courting and concessions, he might be brought over to their side.

Icahn owns more than a 30 percent stake in Lionsgate and a reported $500 million of MGM's $4 billion debt, although that figure could be as high as $800 million.

Keep checking back for updates throughout the day.