While Carolco certainly has been saved from bankruptcy with the tremendous cash infusion from its foreign partners and MGM, it still must clear several hurdles before it’s back in the full-time film-making business.

On Thursday, the company released a laundry list of conditions to be resolved before it can collect $ 110 million in new financing from its backers.

Carolco also provided new details about the long-awaited financial restructuring, including the severing of its relationship with video distributor Live Entertainment Inc.

The foremost concern for Carolco is a new credit agreement with Credit Lyonnais. The French bankers reportedly are readying a $ 50 million line of credit, to pick up when the current one runs out Jan. 9. But, as one source indicated, the bank has very little exposure to risk in lending to Carolco Pictures, since its foreign partners, Canal Plus, Rizzoli and Pioneer, are backing the loans.

Another issue is executing an employment contract for Carolco exec Mario Kassar. He managed to secure a three-year contract last March, when the foreign investors pumped $ 100 million into his company. At the time, Kassar ended up with 33.7% of the common stock. That position has been deeply eroded by the board’s Dec. 21 approval of a new restructuring plan.

That evening, Carolco’s board approved a $ 60 million investment in debt and equity by Metro-Goldwyn-Mayer Inc. In addition, Pioneer, Rizzoli and Canal Plus, added $ 60 million more for a new issue of preferred shares. The trio will add $ 50 million more for co-production funds (Daily Variety, Dec. 23).

Last Thursday, MGM confirmed its investment. Under the new agreement, MGM becomes Carolco’s exclusive theatrical distributor in the United States and Canada for all films commencing production during the five-year period beginning Jan. 1, 1994.

While no one could be reached for comment about foreign or homevid rights, the company said, “MGM will also become Carolco’s distributor in certain other media, as well as in certain other countries where distribution rights are available.”

As part of the deal, MGM will advance $ 75 million a year in P&A money for Carolco’s films.

MGM co-chairmen Alan Ladd Jr. and Dennis Stanfill were celebrating the holidays, but noted, “This is a good opportunity to expand MGM’s distribution activities, particularly considering Mario Kassar’s proven success record.”

Ladd added, “We think that this is an exceptional win-win situation for everyone involved.”

Restructuring

As part of the restructuring, Carolco will separate from Live Entertainment. According to Carolco, part of the $ 32.2 million loan made by the strategic partners in March will be satisfied in exchange for the 6 million shares of Live owned by the company. These shares were pledged as collateral when the loan was made. The balance of the loan will be exchanged for Carolco common shares.

Also contributing to Carolco’s new capital structure will be the strategic investors’ swap of $ 161.2 million worth of preferred shares and notes for 72 million common shares.

The preferred will carry a 5% cash dividend, or additional preferred shares. They will have a liquidation value of $ 1,000 per share, plus accrued dividends and convert into common stock at 60 cents per share.

As a result of the transaction, the partners will own 60,000 new preferred shares and 118.9 million shares of common stock. That stake gives the trio of companies 68% of Carolco.

MGM will control 30,000 shares of new preferred shares, equaling 16% of the voting power. Its convertible debt can be turned into common stock at 60 cents per shares based on certain performance goals.

As expected, the two bonds on which Carolco has not been making interest payments will be redeemed for two new issues.

For each $ 1,000 in 14% senior notes, bondholders will likely receive new 12% notes with a $ 549.84 principal value and $ 278.48 in cash.

Holders of $ 1,000 in principal amount of the 13% notes willreceive $ 275.01 principal value of new 12% notes and $ 136.27 in cash.

In the meantime, the company will make up the payments on interest before year’s end.

A special meeting of Carolco’s shareholders will be set to approve all the conditions of the restructuring, including a 10-for-1 reverse stock split.

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