I couldn’t agree more with a Disney insider who just told me, “We could all have a nice vacation in Tahiti if there was a dollar for every time this deal was reported as done.” So here’s what I know about how close this deal actually is between Disney and the Ron Tutor/Colony Capital/James Robinson partnership. It’s “95% just about done,” an insider tells me. “A couple of deal terms and timing issues remain. Like when does the deal actually close? When do all of the contingencies Disney needs to deliver get cleared? Right now there’s not really a Miramax because it’s been comingled with other Disney assets. So what has to happen is those assets have to go in and out so that the partnership can end up buying Miramax with clean assets and no liabilities. By tomorrow we could have a deal in principle. But it’ll be up to Disney to decide when to sign it and announce it.” Still, this is incredibly speedy considering that Colony Capital only a week ago entered the deal as a big equity provider matching construction magnate Ron Tutor’s equity of several hundred million dollars. Colony Capital will receive Miramax board seats as a result.
And here’s what I know about the price being paid. “The headline will be $675M but it’s really north of $675M,” an insider tells me. Disney always was looking for $700M, and the final figure is far above the $625M-$650M which the Weinstein brothers/Ron Burkle/Fortress-Colbeck partnership seemed ready to pay until talks broke down. (The reason is that the team led by Colony Capital’s Richard Nanula — the former Disney CFO — have now confirmed from due diligence that Miramax is sitting on a lot of cash, as much as $300M in receivables. That’s more than even the Weinstein partnership told me was out there.)
As for the notorious film financier David Bergstein, I’ve learned his role is over as soon as the deal is finished. “He gets paid for packaging the deal and consulting on the transaction. Then that’s it,” an insider tells me. As for Bergstein’s controversial pal, Morgan Creek’s James Robinson, he was brought into the partnership just a month ago and is contributing equity of $50 million and wants a seat on the board. But I hear “there have not been any discussions” about linking Morgan Creek’s product or employees to Miramax. So both men are being pushed aside because of their “notorious” reputations, as I’d been told.
What else happens once the deal is completed? Colony Capital’s Nanula will be the key person picking a CEO and CFO from the usual roster of experienced movie executives. As my insider explains, “He’ll make sure Miramax doesn’t end up hiring someone who’ll use distribution as an excuse to go into production. Because that would be disastrous.”