Behind-The-Scenes Of Disney-Marvel Deal

UPDATES Disney Buying Marvel For $4B!

EXCLUSIVE: The first thing you should know is that Bob Iger has comic books in his blood. And the second thing you should know is that his ties to Marvel go back two generations. His late great-uncle (his grandfather’s brother) was illustrator/cartoonist Jerry Iger, who partnered with illustrator/cartoonist Will Eisner back in the 1930s to create — you guessed it — the comic book packager Eisner & Iger Studios. I couldn’t make up this stuff if I tried… (Blackthorne Publishing has released three compilations of Jerry Iger-related comics: The Iger Comics Kingdom, Jerry Iger’s Classic Jumbo Comics, Jerry Iger’s Classic National Comics, and Jerry Iger’s Golden Features. Will Eisner is no relation to Michael Eisner.) And their first hire was Jack Kirby, who as you know later became the co-creator of many of Marvel’s best known characters with Stan Lee. So Bob Iger had an unusually rich appreciation for the comic book biz dating back to his childhood when his great-uncle would draw for him. Fast forward to Monday’s Disney-Marvel deal, which I’ve learned was 10 years in conception, and three months in negotiation between Iger and Ike Perlmutter for the 7,000 Marvel characters — that’s right, 7,000, not the 5,000 number every media outlet keeps reporting including me.

I’m told that, back in the 1990s, when Michael Eisner ran Disney and Bob Iger was his No. 2 (a teaming I liked to call FrankenEisner and Igor back then), the moguls had on-again, off-again coversations about acquiring Marvel. But there was never any attempt at a negotiation because “the brand didn’t seem Disney,” as a source tells me. Once Iger took over Disney as CEO, and recently embarked on its stock buyback, the Big Media company found itself sitting on excess cash even after investing in Pixar and everything else. That’s when the troika of Iger, Tom Staggs, Sr EVP/CFO, and Kevin Mayer, EVP of Corporate Strategy, Business Development and Technology Group, stepped up their look for growth opportunities. And Marvel came up again, this time much more seriously. Iger even discussed this directly with his division heads. It’s a testament to Disney’s limitless penchant for secrecy that even though about a dozen people knew Disney had decided to go after Marvel, there was no leak.

In June, Iger flew to New York to meet with CEO Ike Perlmutter in his Marvel office. In a show of transparency, Iger had already let the wily but no-nonsense Israeli (who’d beaten back two billionaires, Ron Perelman and Carl Icahn, for control of Marvel) know that Disney was interested in buying Marvel and wanted to start negotiating. (“It would have been manipulative if I’d approached it any other way,” Iger told a pal. “You know how that goes. Someone invites you for dinner. And, after a glass of wine, he tells you he wants to buy you. And the wine never tastes quite as good after that.”)

But Perlmutter expressed little interest in a deal, even though he liked Disney and all that the name, company, branding, implied. “I’ve heard good things about Disney. But I don’t need to sell. I don’t want to sell,” Perlmutter told Iger, according to my insiders. But, eventually, Iger got to the heart of Perlmutter’s objection: Ike didn’t want to retire. He wanted to continue to work because Marvel was what he loved.

As due diligence went on, Disney saw nothing in Marvel’s books that indicated Marvel was under financial pressure or Perlmutter had any need to sell. So the price had to be right. From June to Sunday night, both sides eventually became “more comfortable” with the $4 billion valuation, according to my insiders. A little math shows that Perlmutter, who owns 37% of his public company, stands to reap $1.5 billion in cash and stock. Sources tell me that this sell-out has been Perlmutter’s strategy all along. “This was always an acquisition play for Ike,” one insider explains to me. “This deal with Disney just ups his game and creates shareholder value and lets him walk away a billionaire.”

Content-wise, the two moguls agreed that Marvel would continue to operate independently of the notoriously micro-managing Disney in the same way that Miramax did under the Weinstein Brothers. Though that probably won’t make even hardcore fanboys feel better about the deal they’re pissing on all over the Internet yesterday and today. (Given what Iger likes to refer to as the “combustion of digital word of mouth” that operates these days, Iger and Perlmutter have their work cut out for them trying to get skeptical fanboys to believe that Disney has no intention of altering the creative approach which Marvel takes to its comic books and movies. Of course, it helps the corporate confluence between the two companies that Marvel’s movie fare has been and will be “PG-13”.)

Every subsequent meeting between Iger and Perlmutter took place in NY. Finally, it was late Sunday night, very late, that the deal was done. There was no celebration. Both moguls went back to their respective homes to get ready for Monday’s early morning announcement.

One more thing you should know: I’ve learned that, for the past 2 months, Iger has been reading the new Marvel Encyclopedia to soak up the backstories of all the Marvel characters and comics.

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