BREAKING, Monday 6:14 PM with Writethru at 7:41 PM: It’s official. Chinese conglomerate Dalian Wanda Group just announced that it has agreed to acquire a majority stake in Legendary Entertainment in a deal worth $3.5B. Wanda Group, who acquired AMC Entertainment Holdings in 2012 for $2.6B just held press conference in Beijing to go over terms of the Legendary deal. Wanda is acquiring 100% of the equity stake in Legendary and then reincorporating with a new transaction, taking into account tax structures and laws in both countries.
All indications are that Wanda Group will eventually take a restructured Legendary public and are still in buying mode.
Marty Willhite Chief Operating Officer and General Counsel, Legendary Entertainment, said during the press conference that “this is an unusually complicated transaction, as you can imagine. Wanda will buy all the shares of Legendary … and then there is another transaction going forward.” Asked if Legendary Entertainment founder Thomas Tull is giving up his equity position in the company that he founded, Willhite said, “He’s not purchasing back any shares, but has a incentive tied to the success of the company.” Tull responded to the same question with: “I certainly have a meaningful rooting stake in making sure that the company will be successful.”
The press release indicates a form of profit participation, stating that Tull “will significantly participate in the success of the company with Wanda.” The deal, which began as a partnership and then morphed into talks about an acquisition last fall, is expected to close first quarter of this year.
Under terms of the deal, Tull will remain as Chairman and CEO of Legendary and will continue to be responsible for its day-to-day operations which has grown over the years to include numerous divisions — TV, digital and even a comics unit.
Wanda is boasting that the transaction marks their country’s “largest cross-border cultural acquisition.” Wanda now owns Legendary Entertainment which was founded by Tull 16 years ago with private equity funding, and has since gone on to produce or co-produce films ranging from tentpoles like Pacific Rim, Godzilla and The Man of Steel to horror fare such as As Above, So Below. Both both Pacific Rim and Godzilla were big box office performers in China. More Godzilla films are on the way (see below).
Tull, who called his partners Wanda Group Chairman Wang Jianlin “a global visionary” and Dr. Jack Gao, (VP of Wanda Cultural Industry Group and Head of Wanda Film Holdings Co.) “an incredible partner on this journey,” said there “are certainly a lot of things to be sorted out. There is no road map for this.”
Asked about plans to take the new company public, Tull said, “The ink is still in the process of being dried. We don’t have any definitive plans at this point.” He said he plans to continue to grow the company first and foremost. Answering the same question, Dr. Gao said, “We will support him by all means.” The Chinese executive also hinted that more acquisitions are possible in the entertainment arena, saying, “we are looking … in the possibly down the road for something in production.”
Wanda, incidentally, also owns Australia’s Hoyts Cinema chain and is known to have been shopping for a Euro chain.
The Legendary deal with Wanda marks yet another investment from the Chinese into the entertainment sector. Others Middle Kingdom investments have included Jeff Robinov’s Studio8 (partnered with Chinese conglom Fosun) and STX Entertainment (partially financed by Hony). In aligning with Wanda, Legendary will be in step with a company with deep pockets who wields a great influence in the growing Chinese market. In March of last year, Lionsgate also concluded a $1.5B deal with Chinese Hunan TV who are looking to expand into features. For Wanda, this mega-deal also helps the company realize its dream of diversification out of real estate and into entertainment.
Other investors that were involved with Legendary — Japanese conglomerate SoftBank Group and investment firm Waddell & Reed — are selling their stakes in the company.
Legendary is no stranger to Chinese investment, having previously danced with Huayi Brothers (a deal was reached, but it was quickly dissolved). Legendary also has an agreement with China Film Co to co-produce movies and Tull said that will continue in place under the Wanda deal. Together, they just produced the Matt Damon-starring The Great Wall, the first tentpole-sized English-language film produced in China and directed by local helmer Yimou Zhang. The film, which also includes some of China’s biggest box office draws, is due out in November.
Peter Loehr, who was the former head of CCA China and now runs the Chinese joint venture Legendary East, will continue with the company and will remain under the Legendary umbrella. Tull praised Loehr and said that he was the one who really “put a tent stake in the ground” for them in China.
Wanda and Legendary are already involved in some way. In fact, when China’s Tencent Pictures, the film arm of online giant Tencent, partnered with Legendary and invested an equity stake in Warcraft, the vidgame adaptation of popular online World Of Warcraft, Wanda, China’s largest cinema chain said it was also going to work with the two companies and use its network to promote and market the film.
“The acquisition of Legendary will make Wanda Film Holdings Company the highest revenue-generating film company in the world, increasing Wanda’s presence in China and the US, the world’s two largest markets” said Wang Jianlin in a statement. “Wanda’s businesses will encompass the full scope of film production, exhibition and distribution, enhancing Wanda’s core competitiveness and amplifying our voice in the global film market.”
Legendary is currently hard at work on Kong: Skull Island which was set up at Warner Bros. as part of a trio of films that will also include Godzilla 2 in 2018 and later Godzilla v. Kong in 2020. Stateside, Legendary is based at Universal Pictures, but all these films are set at Warner Bros. Legendary entered into the Universal agreement in 2013 — a five-year deal — but brought Skull Island over to Warner Bros. last year.
Negotiators for the mega-deal were Joshua B. Grode Partner, Irell & Manella LLP who advised Wanda, and Willhite at Legendary Entertainment who advised Legendary.