Metro-Goldwyn-Mayer Inc. (“MGM”) today announced that it and approximately 160 of its affiliates have filed Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York (the “Court”) to seek confirmation of their “pre-packaged” plan of reorganization (“Plan”).
MGM has sufficient cash on hand, and the consent of its lenders to use this cash, to fund normal business operations throughout the Chapter 11 process. MGM has filed “first-day” motions seeking immediate Court approval to continue paying its employees, vendors, participants, guilds and licensors in the ordinary course of business during the entire Chapter 11 process, for both pre-petition and post-petition obligations. MGM anticipates that the Plan will be confirmed by the Court in approximately 30 days.
As previously announced on October 29, 2010, MGM’s secured lenders, voting in the Company’s solicitation process, overwhelmingly approved the proposed plan of reorganization. After considering a range of strategic alternatives over the course of the last 15 months, MGM and its secured lenders determined this plan will allow the Company to emerge as a stable enterprise with new leadership at the helm to move MGM forward.
The Plan provides for the Company’s secured lenders to exchange more than $4 billion in outstanding debt for most of the equity in MGM upon its emergence from Chapter 11.
Following the receipt of the requisite consents from its lenders for the Plan, the Company and certain significant consenting debt holders continued efforts to reach agreement with several affiliates of Carl Icahn, which directly or indirectly hold significant MGM debt, regarding the Icahn entities’ support of the Plan. The Company, several Icahn entities, and certain significant consenting debt holders reached agreement regarding certain immaterial modifications to the transaction documents that are exhibits to the Plan. Subject to Bankruptcy Court approval, the transaction documents will be modified with respect to certain corporate governance provisions and to eliminate the contribution of assets by Cypress and Garoge, two affiliates of Gary Barber and Roger Birnbaum, and the receipt of stock in reorganized MGM by these entities. Based on these modifications, Mr. Icahn will support the Company’s Plan. Under the Plan, Messrs. Barber and Birnbaum, currently co-Chairman and Chief Executive Officer of Spyglass Entertainment, will serve as co-Chief Executive Officer of MGM Holdings Inc. and as co-Chairman and co-Chief Executive Officer of the primary operating subsidiary of MGM Holdings Inc. In addition, Messrs. Barber and Birnbaum will serve as members of the board of directors of MGM Holdings Inc., along with seven lender appointees, including several independent directors.
“For many months, we have been working with our lenders to explore the strategic options available to MGM to improve MGM’s financial position and maximize the Company’s value,” said Co-Chief Executive Officer Steve Cooper. “By sharply reducing MGM’s debt load and providing access to new capital, the proposed plan of reorganization achieves these goals. Having received approval through our recently completed solicitation process, we are pleased that the lenders support MGM’s approach. We now look forward to quickly emerging from Chapter 11.”
Gary Barber and Roger Birnbaum said, “MGM is emerging from one of the most challenging periods of its storied history. We are honored and inspired at the prospect of leading one of Hollywood’s most iconic studios into its next generation of unforgettable filmmaking, global television production and distribution, and aggressively pursuing, developing and exploiting new digital entertainment platforms.”
Upon its exit from bankruptcy, MGM expects to raise approximately $500 million in financing to fund operations, including production of a new slate of films and television series. MGM will retain ownership of all of its assets.
The Company’s restructuring counsel are Skadden, Arps, Slate, Meagher & Flom LLP and Klee, Tuchin, Bogdanoff & Stern LLP and its restructuring advisor is Zolfo Cooper.
Carl Icahn later stated his support for the plan:
Today Carl Icahn announced that he has reached an agreement with MGM and the Lender Subcommittee for Icahn to support MGM in its prepackaged bankruptcy.
Carl Icahn stated: “I am pleased that we were able to obtain an agreement to make changes to the MGM Prepackaged Plan that allows me to support it and enables the Company to avoid a potentially costly and disruptive bankruptcy process.” Under the revised terms of the MGM Prepackaged Plan that the parties will seek to implement, MGM will not acquire the Cypress film library and will have a strong corporate governance structure, including the ability of stockholders to call special meetings, and there will be restrictions on poison pills and staggered boards. Mr. Icahn will also have the right to designate a member on the MGM Board following its emergence from bankruptcy.