Lionsgate re-enters MGM talks

Studio holds informal talks with MGM despite Icahn situation

Lionsgate has re-entered the mix of possible partners for beleaguered MGM.

Informal merger talks between MGM and Lionsgate — which have been held off and on for years — have taken place recently, according to people with knowledge of the situation.

Both companies had no comment. Lionsgate CEO Jon Feltheimer and Vice Chairman Michael Burns, who would probably run the combined studio, have participated in the discussions but haven’t made a formal proposal.

The interest from Lionsgate comes with MGM seeking to survive, possibly via a partnership, as a way of dealing with its massive $3.7 billion debt. MGM’s believed to have met recently with other candidates who could run the studio and bring in production funds, including Spyglass Entertainment toppers Gary Barber and Roger Birnbaum and Summit Entertainment.

For Lionsgate execs, making an official offer for MGM would require that Carl Icahn support such a deal — even though Icahn’s promised a proxy fight for control of the Lionsgate board. Icahn has recently boosted his stake in Lionsgate to 31.8% via a hostile tender offer.

Earlier this year, Icahn criticized Lionsgate management for making an official bid for MGM, believed to be $1.4 billion. Lionsgate withdrew as a bidder in March when MGM asked for a sweeter offer and Time Warner remains the only official bidder.

Lionsgate also disclosed in a regulatory filing this year that it had held talks with Icahn last year about possibly combining forces for a takeover bid for MGM but those talks went nowhere.

The combination of Lionsgate and MGM would result in a studio with a library of more 7,000 titles. MGM’s assets include the James Bond franchise and half of “The Hobbit” films. Lionsgate, which is nearing $2 billion in annual revenues, would bring in a film production operation that focuses on low- and mid-budget projects such as Tyler Perry and “Saw” films with 13 to 14 titles a year; and a TV producing arm that includes “Mad Men,” “Weeds,” “Nurse Jackie”;

MGM put itself up for sale last November. Its debtholders are expected to need at least several more weeks to sort out MGM’s future, which will probably require the company to reorganize in a pre-packaged bankruptcy.

Lionsgate needed only three business days to persuade its lenders to amend terms of the revolving credit facility after Icahn increased his stake in the company to 31.8% through his tender offer. Icahn’s move had placed Lionsgate in the position of a possible default but the company was able to negotiate terms that carry a “favorable” interest rate of the London Interbank Interest Rate plus 2.5% with other key financial terms and provisions unchanged.

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