With Icahn’s Blessing, MGM Files for Bankruptcy

Studio expects to emerge from Chapter 11 in 30 days

Last Updated: November 3, 2010 @ 2:58 PM

Metro-Goldwyn-Mayer filed for bankruptcy protection in federal court on Wednesday, rejecting a takeover bid from Lionsgate and hoping to get out from under an enormous debt load.

The film studio filed a prepackaged Chapter 11 plan in the Southern District of New York. MGM said it hopes to emerge from bankruptcy within 30 days.

Last week, MGM's creditors approved a plan to waive its $4 billion debt in exchange for large ownership stakes in the once-mighty studio.

After the plan is approved by the court, MGM will be run by Spyglass Entertainment co-founders Gary Barber and Roger Birnbaum.

Carl Icahn, one of MGM's major stakeholders, said on Wednesday he had appoved of the plan. As TheWrap previously reported, Icahn will also have a seat on MGM's board once it's reorganized. (MGM's other major creditors include JPMorgan Chase, Anchorage Advisors and Highland Capital Management.)

The filing had been expected to take place on Monday, but a last minute scramble to work out details surrounding Icahn's role in the reformed company contributed to a delay. 

 "We are honored and inspired at the prospect of leading one of Hollywood's most iconic studios into its next generation of unforgettable filmmaking, global television production and distribution, and aggressively pursuing, developing and exploiting new digital entertainment platforms,” Barber and Birnbaum said in a joint statement.

But getting their plan approved required the backing of Icahn, and that endorsement proved costly. Icahn and other MGM creditors booted from the proposal Spyglass's 15-film library, which had been valued at $80 million. That reduced the five percent stake in the company that Barber and Birnbaum were supposed to receive to almost nothing.

"By sharply reducing MGM’s debt load and providing access to new capital, the proposed plan of reorganization achieves these goals. Having received approval through our recently completed solicitation process, we are pleased that the lenders support MGM’s approach. We now look forward to quickly emerging from Chapter 11.” Steve Cooper, MGM's co-CEO, said in a statement.

MGM said it has enough cash on hand to support itself during the bankruptcy process. Still, for a studio that's produced 205 Oscar-winners, Wednesday's filing represents the end of a slow but consistent fall from grace.

As part of its restructuring plan, MGM said it plans to raise about $500 million upon exit from bankruptcy to fund new a new slate of films. It is moving forward with the long-delayed adaptation of "The Hobbit," but the future of its lucrative Bond franchise is still tied up.

Here's the release. More to come. Refresh this page for updates.

LOS ANGELES, CA, November 3, 2010 – Metro-Goldwyn-Mayer Inc. (“MGM”) today announced that it and approximately 160 of its affiliates have filed Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York (the “Court”) to seek confirmation of their “pre-packaged” plan of reorganization (“Plan”).

MGM has sufficient cash on hand, and the consent of its lenders to use this cash, to fund normal business operations throughout the Chapter 11 process. MGM has filed “first-day” motions seeking immediate Court approval to continue paying its employees, vendors, participants, guilds and licensors in the ordinary course of business during the entire Chapter 11 process, for both pre-petition and post-petition obligations. MGM anticipates that the Plan will be confirmed by the Court in approximately 30 days.

As previously announced on October 29, 2010, MGM’s secured lenders, voting in the Company's solicitation process, overwhelmingly approved the proposed plan of reorganization.  After considering a range of strategic alternatives over the course of the last 15 months, MGM and its secured lenders determined this plan will allow the Company to emerge as a stable enterprise with new leadership at the helm to move MGM forward.

The Plan provides for the Company’s secured lenders to exchange more than $4 billion in outstanding debt for most of the equity in MGM upon its emergence from Chapter 11.

Following the receipt of the requisite consents from its lenders for the Plan, the Company and certain significant consenting debt holders continued efforts to reach agreement with several affiliates of Carl Icahn, which directly or indirectly hold significant MGM debt, regarding the Icahn entities' support of the Plan. The Company, several Icahn entities, and certain significant consenting debt holders reached agreement regarding certain immaterial modifications to the transaction documents that are exhibits to the Plan.

Subject to Bankruptcy Court approval, the transaction documents will be modified with respect to certain corporate governance provisions and to eliminate the contribution of assets by Cypress and Garoge, two affiliates of Gary Barber and Roger Birnbaum, and the receipt of stock in reorganized MGM by these entities. Based on these modifications, Mr. Icahn will support the Company's Plan. Under the Plan, Messrs. Barber and Birnbaum, currently co-Chairman and Chief Executive Officer of Spyglass Entertainment, will serve as co-Chief Executive Officer of MGM Holdings Inc. and as co-Chairman and co-Chief Executive Officer of the primary operating subsidiary of MGM Holdings Inc. In addition, Messrs. Barber and Birnbaum will serve as members of the board of directors of MGM Holdings Inc., along with seven lender appointees, including several independent directors.

“For many months, we have been working with our lenders to explore the strategic options available to MGM to improve MGM’s financial position and maximize the Company’s value,” said co-Chief Executive Officer Steve Cooper. “By sharply reducing MGM’s debt load and providing access to new capital, the proposed plan of reorganization achieves these goals. Having received approval through our recently completed solicitation process, we are pleased that the lenders support MGM’s approach. We now look forward to quickly emerging from Chapter 11.”

Gary Barber and Roger Birnbaum said, “MGM is emerging from one of the most challenging periods of its storied history. We are honored and inspired at the prospect of leading one of Hollywood's most iconic studios into its next generation of unforgettable filmmaking, global television production and distribution, and aggressively pursuing, developing and exploiting new digital entertainment platforms.”

Upon its exit from bankruptcy, MGM expects to raise approximately $500 million in financing to fund operations, including production of a new slate of films and television series. MGM will retain ownership of all of its assets.

The Company’s restructuring counsel are Skadden, Arps, Slate, Meagher & Flom LLP and Klee, Tuchin, Bogdanoff & Stern LLP and its restructuring advisor is Zolfo Cooper.

The essential source
for entertainment insiders

Sign up for your
FREE TRIAL!