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grinner
05-25-2003, 12:18 PM
Bronfman heir assembles bid for music and movie business; analysts skeptical

ALLAN SWIFT

Canadian Press

Sunday, May 25, 2003

CREDIT: (AP/Jacques Brinon)
Edgar Bronfman Jr., president and chief executive officer of Seagram, arrives at the Vivendi Universal headquarters to attend the company's board of director's meeting in Paris Wednesday. (AP/Jacques Brinon)

MONTREAL (CP) - Analysts are concerned that Edgar Bronfman Jr., former captain of the Canadian-based Seagram liquor empire, is embarking on another financial adventure that could turn out to be a titanic disaster.

Last week, Bronfman and his father Edgar Bronfman Sr. resigned from the board of Paris-based communications giant Vivendi Universal to announce they want to buy back Vivendi's Universal entertainment business, which includes some of the world's biggest movie and music companies.

Bronfman bought most of those entertainment assets in a controversial move when he was chief executive of Seagram, before he sold Seagram to Vivendi in December 2000 in exchange for $34 billion worth of Vivendi stock.

After a series of bad moves by former Vivendi CEO Jean-Marie Messier, the Seagram stake in Vivendi - a quarter of it belonging to the Bronfman family - fell to a fraction of its value, described as the largest- ever loss of a family fortune.

Some observers believe Bronfman wants to redeem himself in the eyes of his family from his earlier costly decisions.

"I wouldn't be surprised if he wanted to assuage any criticism or skepticism that may have fallen on his shoulders from the last time around," media analyst Peter Kreisky said in an interview, adding: "I would hope that he's learned from some of his mistakes."

The analyst also says Bronfman may be restless as just a board member at Vivendi.

"He probably would like to plunge back into the day-to-day management of a big entertainment company," Kreisky said.

A Bronfman spokesman admitted as such, saying that if Bronfman manages to bring together the buyout investing partners, "he would be logically comfortable with being the head of the company that would take them forward."

The Vivendi entertainment assets include Universal Studios, makers of movies like Bruce Almighty, just opening with actor Jim Carrey, theme parks, the world's largest music record company and the USA and Sci-Fi cable networks

Kreisky says the movie business is doing well, as it has learned to leverage blockbuster hits with merchandising.

The entire music industry, however, has suffered from the erosion of digital music downloading.

Media analyst Martha Wohrle of Mercer management is dismissive of the Bronfman attempt and she also has little regard for the music business.

Wohrle said Cablevision Systems Corp., committed to backing Bronfman, is much too small to be a significant player, with some three million customers, compared with industry leader AT&T Comcast with more than 20 million.

"Cablevision's a joke. It's too tiny in terms of the number of homes they have to give any leverage at all to Vivendi's assets," Wohrle said.

She said the investors reportedly backing Bronfman, like Blackstone Group and Kohlberg Kravis Roberts, always emerge around such projects.

"It just seems there's a lot of people manoeuvring around, putting their names down as sort of placeholders until a more credible consortium starts to emerge," she said.

"My personal view is I don't take this bunch of people seriously. Do we really want to see him (Bronfman) fail for a fourth time?"

But Bronfman's spokesman, who asked not to be named, said the executive has a serious plan to keep the entertainment companies together and expand them.

"He recruited management into those businesses, he built those businesses and he believes that their best days are in front of them. So as an investor he believes he can increase their value."

The spokesman said Bronfman has found his strategic partner, with Cablevision, has made progress in securing loans with Merrill Lynch and Wachovia Securities and is lining up private equity in back-to-back meetings at his New York office.

"I can tell you that those meetings are going very well, there is meaningful and significant interest by meaningful players and that he's feeling more confident every day that this is going to happen.

"His vision is to keep these business together and to grow and develop them."

Wohrle said Bronfman has to be careful not to let his passion for entertainment blinker his eyes to the pitfalls.

"I think he's always found it very seductive. I think it's his first love," she said.

This does not mean it's a bad investment, she said, but "when you buy a business because it's your passion then you better surround yourself with some very good operational people who perhaps aren't guided by their hearts."

After the sellout to Vivendi (TSX:VUE), the Bronfman family was the largest single shareholder, with 7.5 per cent. As of March 31 the stake was 4.23 per cent.

Edgar Sr.'s Montreal-based brother Charles, also a Vivendi board member, will not take part in any Vivendi Universal entertainment bid, said a spokesman.

grinner
05-25-2003, 12:20 PM
No Cablevision cash in Vivendi proposal-source
Thu May 22, 2003 05:40 PM ET
By Kenneth Li

NEW YORK, May 22 (Reuters) - Cablevision Corp.CVC.N is unlikely to put up any cash in a potential deal to back Edgar Bronfman Jr.'s bid to snap up Vivendi's U.S. entertainment companies, a source familiar with the talks said on Thursday.

The development helped assuage investors' concerns that a scheme to back the deposed media titan's plans would plunge Cablevision deeper into debt, currently at $7.5 billion.

Cablevision executives declined to comment on the potential financial structures of the discussions.

But Wall Street analysts and investors said they were concerned that Cablevision's participation in Bronfman's bid would involve it paying cash.

In a report spelling out potential scenarios, J.P. Morgan analyst Jason Bazinet said one of the risks in a potential deal would involve Cablevision paying up to $3 billion in cash in addition to contributing several media properties to create a new entertainment venture rolling in some Vivendi assets.

Cablevision's contributions would give it between 25 percent to 30 percent of the new company.

"Some investors have worried that Cablevision will have to contribute about $2-3 billion in cash along with the national networks," said Bazinet in a research note to clients. "This would be a clear negative for (Cablevision) shares."

He added, "However, we believe (Cablevision) is unlikely to increase leverage to fund a potential deal, particularly given recent actions to reduce debt."

Vivendi V.N EAUG.PA said on Wednesday that Bronfman Jr., its vice chairman, had told the French-American group he was planning to head a group that would bid for the media assets, including Universal Studios and Universal Music, once owned by the Bronfman family dynasty that made its pile with a Canadian-based liquor empire.

Investors got over the initial shock of Wednesday's news that such a deal was under consideration, taking Cablevision shares up 65 cents to $20.80 at the close on the New York Stock Exchange.

DEAL FACES SCRUTINY

Still, Wall Street analysts said that Bronfman's proposal is a turn off to cable investors who no longer want to invest in unwieldy media companies.

"I think in the best of all possible worlds, we would like to see a pure cable and telecom company without all these forays in other areas," said Matthew Harrigan, an analyst at Janco Partners. "In this market, people crave simplicity."

Cablevision executives confirmed the discussions, but provided scant details of how all of the moving parts would fit together.

"Vivendi's assets are very attractive and our Rainbow assets are very attractive," said Cablevision vice chairman William Bell, at a Banc of America Securities conference on Wednesday. "Perhaps they can fit together."

Analysts said Cablevision investors had hoped the company would instead consider repeating last year's Bravo cable network sale to NBC. That sale helped wipe off an estimated $1.25 billion off its debt load.

Company watchers said Cablevision investors would be better served if it sold off its media and satellite broadcasting properties, which would fetch an estimated $2.5 billion to $4 billion.

Investors "would like to see Rainbow sold at a full valuation versus getting involved with a studio bid, in concert with Bronfman," said Janco's Harrigan. "I don't think the market perceives Bronfman (Jr.) as a rocket scientist."

Risks aside, Bronfman Jr.'s radical plan found some supporters. J.P. Morgan's Bazinet said the deal would help "unlock the value" of Cablevision's media properties.

Bazinet said that in its current state, Cablevision investors were essentially discounting the fact that the cable operator also owned a trove of media programming divisions.

grinner
05-26-2003, 08:28 PM
Bronfman's hunt for Vivendi assets is 'all about image'

By BRIAN MILNER
Monday, May 26, 2003 - Page B2

When asked if Edgar Bronfman Jr. is capable of
mounting a serious bid to reacquire the entertainment assets of Vivendi Universal, the veteran Hollywood player couldn't help laughing.

"There isn't anybody who is a serious player who is going to give Edgar $15-billion [U.S.] and let him run that show," said the knowledgeable source, whom we'll call Deep Guffaw.

He also laughed at the prospect that Mr. Bronfman was somehow seeking redemption for the disastrous deal that put those very assets in Vivendi's hands in the first place and ultimately destroyed a considerable chunk of one of the world's great family fortunes.

"This is designed to make Edgar more viable in the set that he travels in," said Deep Guffaw, who travels in some of the same circles. "Announcing that you're a player with no backing doesn't get you anywhere on Wall Street. But it does make you a player again with the people you have lunch with at the [Four Seasons] Grill Room. For Edgar, it's all about image now."

Mr. Bronfman went public last week with the dramatic news that he was lining up financial and strategic partners to join the bidding for the Universal part of Vivendi.

This was the first clue that this exercise may be more about appearance than business. Mr. Bronfman is normally a secretive type who prefers not to discuss his investment plans in the media.

Yet there he was, granting interviews to carefully selected newspapers and relying on his veteran spinmeister to get the word out to others that he is indeed deadly serious and that he expects to be in charge when the deal's done. "I would not be pursuing this if we did not have a serious chance of winning," he told the august Financial Times.

He said his family would be putting cash into the deal but would not say how much. By family, he generally means himself and his doting father, Edgar M. Bronfman.

Most of the other Bronfmans want nothing more to do with his ventures after the bath they have taken since selling the family's fabled Seagram empire to Vivendi and its hugely ambitious chief, Jean-Marie Messier, in an all-stock deal in December, 2000. Even if he kicks in his family's remaining small stake in Vivendi Universal, he would still have to come up with billions in debt or equity financing.

By now the story of how Mr. Messier's schemes drove Vivendi Universal to the brink of oblivion is well known -- as is Mr. Bronfman's key role in the board revolt that led to his ouster last year.

Jean-René Fourtou, the veteran French executive who was brought in to salvage the company, has no choice but to sell the entertainment holdings to meet his goal of eliminating more than $18-billion worth of debt by the end of this year. His intention is to auction Vivendi Universal Entertainment (VUE), which includes the Hollywood movie studio, television arm, U.S. cable channels and theme parks, to a single bidding group, likely by this summer. But he wants to retain the huge music division, which Mr. Bronfman covets.

The Bronfman camp says Merrill Lynch is on board as an adviser and Cablevision Systems, a major New York area cable company, could end up as a strategic partner, contributing its cable channels to the mix in exchange for equity.

Intriguingly, Cablevision is run by Jim Dolan, the spotlight-loving son of the company's founder, who has presided over a sharp decline in its fortunes. Its less-than-stellar investments include the hapless New York Rangers hockey team.

For past corporate efforts, both Messrs. Dolan and Bronfman had the dubious distinction of making Business Week's list of the 20 worst managers of 2002. This prompted the following New York Post headline last week on their proposed joint bid: "Call 'em dumb and dumber."

Other potential buyers with better track records and deeper pockets include Viacom's Sumner Redstone, General Electric's NBC, Metro- Goldwyn-Mayer, retired oilman Marvin Davis and the potent combination of Liberty Media boss John Malone and Barry Diller, briefly the chairman of VUE and a darling of Wall Street for his money- making acumen.

A Malone-Diller combination is regarded as having the inside track. Mr. Malone is a much bigger Vivendi shareholder than the Bronfmans. Mr. Diller has the right to veto major changes in the entertainment arm, one of his demands when he folded his company's cable, TV and movie assets into Vivendi Universal last year. And both have filed sizable lawsuits against the company that would likely have to be resolved as part of any deal.

Whether Mr. Bronfman's proposed bid is more about social standing than reality or is actually a shrewd move to light a fire under an ineptly handled auction process that has so far gone nowhere remains to be seen.

But this much is likely. Sometime this summer, Mr. Fourtou and his Bronfman-less board (both Edgar Jr. and his father have stepped aside until the matter is settled) will likely pick a suitor at a lower price than the company wants.

What then emerges could be much like the old Vivendi, a largely debt- free utility, with a lucrative telephone business replacing water as a rich source of cash. That could prove a far better deal for the Bronfmans than a debt-laden effort to reacquire a bunch of entertainment assets most of the family never wanted in the first place.