UPDATED: Maker says Relativity is too late. The online studio’s deal with Disney “has been approved by Maker Studios’ Board of Directors and the majority of its shareholders and is expected to close in the next few weeks, subject to regulatory approval.” Oh, it also notes that the effort to block he deal in court “was denied today by The Superior Court of California; County of Los Angeles, Central District.” Relativity responds that it “made a compelling offer” and will “continue to aggressively explore future opportunities that align with our strategy to accelerate digital content creation and distribution.”
PREVIOUS, 8:58 AM: Is $1B in stock from Relativity worth more than $950M in cash from Disney? That’s the proposition Relativity is offering online multichannel company Maker Studios today. It sent a letter of intent last night that it says “is superior to the current offer from Walt Disney” that the Maker board accepted last month. The plan developed with help from Jefferies and Barclays includes $500M in Relativity shares, $400M in stock when Maker hits “certain financial milestones,” plus $100M in stock to go to “key talent and executives” who also “are not existing stockholders of the Company.” Relativity says that both it and Maker “are natural partners” because both “share a commitment to challenging the status quo, breaking down old models that don’t work and inventing new ones that do.” Disney believes that the deal it struck with Maker last month — $500M upfront and $450M with milestones — is binding, so we’ll see where this goes.
The proposal does not appear to be directly related to an effort by former Maker execs including co-founder Danny Zapplin to persuade the LA Superior Court to block the deal with Disney. The application for a temporary restraining order wants to put things on hold while the plaintiffs try to demonstrate that current Maker execs are “skimming tens of millions of dollars for themselves by kicking back to the other stock adverse to the common shareholder.” Disney isn’t named as a defendant in the matter.
Major studios are becoming interested in YouTube-oriented multichannel online network companies including Maker Studios which targets millennials with more than 55,000 channels that attract 380M subscribers and 5.5B views per month. For example, last year DreamWorks Animation paid $33M with another $117M in potential payments for AwesomenessTV, and Warner Bros recently led a funding round for Machinima. But many investors are wary about the business models; YouTube collects a big chunk of the ad sales. When Disney announced its plan to buy Maker last month Cowen and Co’s Doug Creutz questioned why the entertainment giant “couldn’t have build something themselves for less money” since Maker “generally does not internally develop shows, but instead signs personalities with established shows to contracts.”