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A love-hate story in the movies

by Richard Morgan  |  Published October 5, 2010 at 8:37 AM

CarlIcahnLionsGateMGM125.pngThe love-hate relationship that defines dealings between Carl Icahn and Lions Gate Entertainment Corp. (NYSE:LGF) has undergone another of its periodic metamorphoses. And the cause, as usual, is Metro-Goldwyn-Mayer Inc.

How else to explain Icahn's loading up on debt issued by MGM -- debt otherwise trading around 60 cents on the dollar? Why else intervene in the Lions' march into a prepackaged bankruptcy and undermine, potentially, the exit planned for MGM under new leadership supplied by Spyglass Entertainment Holdings LLC?

Because, simply, Icahn wants to snag MGM for Lions Gate. That's why the activist investor is suddenly talking to MGM's other creditors about the wonderful synergy (and, remember, there's no other kind) that could be theirs were the two studios to combine.

Lions Gate, for its part, has always been of the mind that an MGM merger would make it complete. Hence the 10-day truce the mini-major studio arranged with its largest and veto-wielding investor -- Icahn, again, with 33.5% of Lions Gate's equity -- to consider an MGM bid in July. The truce itself marked a reversal in that, a month earlier, Icahn likened Lions Gate's interest in MGM to a mortgage-behind couple who feel unaccountably at home negotiating for "a big, overpriced mansion."

That Icahn would revert to the "overpriced mansion" metaphor as his operating position became apparent a day after the 10-day truce ended. That's when he resumed his hostile campaign for Lions Gate. The rhetoric returned as well, with Icahn re-committing himself to rid Lions Gate of spendthrift management and feather-nesting directors.

Then, last week, watchers of the feud got hit with another about-face -- Icahn's believing in a MGM-Lions Gate combo again. Here, possibly, are three rationalizations for this irrational behavior:

  • An MGM-Lions Gate merger really would right-size Lions Gate overhead by spreading it over a much bigger enterprise. This, in turn, would eliminate Icahn's primary complaint against the mini-major studio that he has been pursuing since February.
  • The same merger would render the resulting entity the dominant force behind Epix -- the premium TV channel and subscription video-on-demand service set up by Lions Gate, MGM and Viacom Inc.'s (NYSE:VIA) Paramount Pictures. And given this joint venture's key role following the onslaught of video streaming, majority Epix ownership could prove an enviable springboard into the over-the-top world so many in media foresee.
  • Icahn himself has talked about his single-handedly propping up Lions Gate stock. So if he can tender that stock into a merger valued anywhere near the $7 and change each share currently commands, he and Lions Gate would participate in a win-win. That's such a better scenario than the stock slipping below $5, where shares traded before the Icahn-Lions Gate imbroglio began, it just might turn love-hate into love-love.

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    Meet the journalists

    Richard Morgan

    Editor at large, media, entertainment & telecommunications

    Richard Morgan, editor at large, focuses on media and entertainment and also pens the Backstory column in The Deal magazine. Contact



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