DealZone

One of Hollywood's biggest flops has been Metro-Goldwyn-Mayer. So Tinseltown financiers are understandably puzzled over what looks like a forthcoming sequel to the MGM solvency horror story: a buyout of Miramax.

From the opening credits, the $660 million deal resembles the 2004 takeover of the studio behind James Bond by Providence Equity Partners and TPG. The starring roles this time go to Colony Capital and a California real estate executive, Ronald Tutor. They paid substantially more than other bidders -- including Miramax founders Bob and Harvey Weinstein -- were offering.

Moreover, the investment strategy is predicated on the idea of milking Miramax's storehouse of some 700 films. That was the same premise of the MGM buy and its $4.9 billion enterprise value. But the script didn't go as planned, leading to MGM's private equity owners pretty much washing their hands of the deal. Bidders for MGM have valued its assets at around $1.6 billion and its lenders have granted the company forbearance on its loans until next month. In short, it's not a winning formula.

But Colony hasn't necessarily lost the plot. First, MGM sold for more than eight times operating cash flow, while Miramax is priced at half that multiple. This reflects perceived film library values today compared with the MGM deal six years ago, when DVD sales were peaking and digital downloads were a thing of the future.

The financing storyline takes a fresh twist. MGM's capital structure had just an 18 percent slice of equity. Miramax's buyers, by contrast, are expected to borrow against receivables of around $300 million, thus writing an equity check of around 55 percent.

Deal-making in the U.S. media and entertainment sectors is going to be down this year, says a new PricewaterhouseCoopers survey (request a copy here). Now, that's not a new or startling conclusion given the state of the economy, but it's just another piece of evidence that when consumers and advertisers get thrifty, deal makers can end up become benchwarmers as companies struggle with cost cuts and other exigencies.

Here are some industry trends for 2009 from the PWC survey:

Declining consumer spending is hitting many media and entertainment companies. What's more, these declines were exacerbated by technological convergence, as these firms adapt to and look for ways to make money off new Internet technologies. Overall U.S. advertising market is going to shrink as sponsors cut ad budgets across retail, consumer goods, automotive, financial and other sectors. Companies will continue to divest their non-core assets, but those that don't get a good price will prefer to hold on rather than sell at bargain prices. Bolt-on deals will likely be popular for risk-averse companies, so deals below $1 billion -- mostly small and mid-market companies -- will be a rising trend. Private equity will remain quiet since the debt markets aren't really healthy yet. Deal structures will change this year, given the difficulty of getting debt financing. The strategic rationale for doing a deal will be more important than getting a favorable capital structure.

But all hope is not lost, according to PWC's Transaction Services Entertainment & Media Leader Thomas Rooney:

With M&A activity ingrained in the DNA of so many companies and the ever growing presence of private equity, E&M deal activity might not be as quiet as many expect in 2009... History has shown the E&M industry to be one of the more active M&A sectors irrespective of market and economic conditions.