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Agency remodeling

Dealmakers Impact Report 2012

The management buyout that ICM leaders orchestrated this year was a high-wire act involving more than 40 years of disparate assets, strong personalities and the pressure of public scrutiny of the negotiations in industry circles.

If that weren’t enough, the core ICM team at the same time had to focus on pulling together the group of insiders who would become partner-owners of the reorganized percentery. And to make it even more challenging, the insiders decided against bringing in outside financing to complete the buyout of the stakes held by private equity firm Rizvi Traverse and longtime ICM topper Jeff Berg.

The negotiations to settle out with Rizvi and Berg took about seven months, culminating in the reorg and rebranding of the agency as ICM Partners unveiled in late May. But even before the formal negotiations began, ICM prexy Chris Silbermann engaged in months of shuttle diplomacy with Rizvi Traverse’s Suhail Rizvi and Ben Kohn, as well as Berg, even as relations among those principal players became increasingly strained.

“There were a lot of moving pieces, and having it all close simultaneously was quite a significant challenge,” says ICM Partners general counsel Rick Levy, a partner and 16-year agency vet.

Levy guided the dealmaking with Silbermann, Sloan Harris and Dan Donahue, ICM partner and COO, and lawyer David Sands of Sheppard Mullin.

The group was well-suited to the task, as Levy had been involved in the initial $100 million investment from Rizvi Traverse and Merrill Lynch in 2005, while Silbermann and Donahue came to ICM through another complex transaction, the acquisition of Broder Webb Chervin Silbermann (where Donahue was also COO) in 2006.

Sands, meanwhile, had worked for Rizvi Traverse on transactions including its buyout of Playboy magazine. Given that connection, he had to get a waiver from the private equity firm to work on ICM’s behalf in the management buyout.

In the divorce, Rizvi Traverse got to keep ICM’s lucrative backend receivables, including its packaging fee windfalls for such sitcom hits as “The Big Bang Theory,” “Modern Family” and “Two and a Half Men.” (Merrill Lynch had been bought out by Rizvi years before.)

As always, coming up with a valuation for those assets was tricky. Some of the profit participation stakes in older properties, ranging from movies to Broadway shows, were held by different entities under the ICM umbrella, a reflection of the company’s legacy of having been publicly traded in the 1980s, having undergone a leveraged buyout in 1992 and another significant governance change in 1999.

Now that ICM has been reorganized cleanly into a partner-owned structure, the percentery has made good on its promise to recruit high-profile agents (notably film agent Bart Walker and talent maven Ruthanne Secunda).

The mantra of returning control of the agency to its top agents was reason the partners, which now number 28, were wary of relying on outside financing or loans to cover the cost of the buyout.

“All of our partners now have a shared interest in what we’re building,” Levy says. “We wanted to make sure that coming out of this deal, everyone’s interests were aligned.”

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