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发表于 2010-12-8 12:43:54
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同样的资料站在不同的立场就会有不同的解读，挺有意思的：
补充一点MJJC上网友对这篇文章的讨论和对原始资料的解读，不妨结合一起研读（http://www.mjjcommunity.com/forum/showthread.php?t=99063）：
elusive moonwalker：
below info from loakim at kop board
the article is saying the he was fired in Feb. 2003. But the negociations with Goldman Sacks lasted 1 year, until Jan. 2004. Branca was out of picture at this moment.
Koppelman was behind this deal.
In this letter http://www.scribd.com/doc/43687652/B...Letter-Excerpt ,
branca was telling to koppelman that the deal was not good for MJ
1/ Branca was fired but the negociations with GS were ongoing without Branca.
2/ Branca had a 5% share in sony/atv. it's not shocking that he was receiving money from the sale
3/ Here some conspiracy guys said that Branca was a sony lover but he was selling to Goldman Sachs
ivy：
I fail to see how this could be an evidence to show Branca as a bad person.
First of the articles states that they have 300 pages of documents but yet gives us bits and pieces. Unless they give full 300 pages it's hard to determine whether they are biased or not. Or who is involved with what and what intention they had.
Secondly Branca isn't the only one involved with this deal / project. Don't forget Koppelman and Malnik's involvement.
One of the most important parts is this :
Quote:
Originally Posted by Moonwalker.Fan
Acting as Jackson’s adviser, Charles Koppelman, the veteran entertainment executive and investor, recruited Goldman Sachs and worked closely with two of its private-equity aces, Gerry Cardinale and Henry Cornell, in crafting the proposal.
Ahead of the proposal, he and Florida businessman Al Malnik also arranged to double -- to $70 million -- one of Jackson’s two loans with Bank of America, where a Koppelman friend, Jane Heller, happened to handle his and Jackson’s personal accounts.
Which clearly shows this as an idea of Koppelman (and why would anyone want to double any loan if the goal is to get rid of the loans?)
Later see this
Quote:
Originally Posted by Moonwalker.Fan
With his interest linked to Jackson’s, Branca seemed to have little choice but to be a zealous advocate for the entertainer. In case Michael wanted out of the venture, “an exit strategy needs to devised for [him] to receive fair market value.” Skeptical of Goldman’s power grab, he insisted that “Michael should have some control over the management and operation of the venture.”
Which actually shows Branca defending Michael's best interest.
Furthermore in year 2010 with all the things we know it's kinda baseless to claim that "Branca wanted to sell the catalog as he had 5% share and would get several millions from the sale". Because Branca did sell his share in 2006 -back to Michael - he didn't sell it to Sony, he didn't sell it to Goldman Sachs. If he was so Sony friendly as claimed, he could have sold his share to Sony and tip the scales 55% to 45% to the benefit of Sony.
Edited to add: It's also no secret that Michael actually did consider selling the Sony/ATV catalog at some point in time (04-05). Michael himself said in the Prescient case depositions that he offered Ron Burkle to sell his catalog.
Let's see the rest of the series. It looks like they will have 4 more parts?
Here's my take on the documents
http://www.scribd.com/doc/43791236/G...et-Rescue-Plan
6 page document of the Goldman Sachs plan
- it shows a loan of $254M in 2003
- it states that Michael cannot sell his share without consent of Sony.
- it states that foreclosure is a possibility but it also says that he can avoid it if there's an alternative financing and Sony and Bank of America cooperates with Michael for a refinancing (side note: This is actually what happened in 2006. We read that Sony representatives went to Bahrain for refinancing. So it might mean that rather than letting Michael foreclose on the catalog, they have chosen the other alternative scenario - cooperating with him)
-In short their proposed plan is that Michael creates a new music company with Goldman Sachs where he contributes with all of his interest in Sony/ATV and MIJAC and gets 50% ownership of the new company, they partially pay the existing loans (give MJ $135M to pay the loand, $132M remains), they acquire more music catalogs and the company gets bigger and Michael's share gets smaller.
- They also list other possible scenarios.
http://www.scribd.com/doc/43790300/M...son-Bill-Gates
The Bill Gates comparison
This document compares possible scenarios
- They classify refinancing as "unlikely" - however that's what happened in 2006.
- The partnership they propose is called "partnership with Goldman Sachs / Charles Koppelman" - Koppelman seems to have to much say /control over this proposed deal.
- They state they have no agenda other than doing what's right for Michael - so they have no profit objective? not realistic
- It also states that MJ's share will decrease as the size of the company increases.
http://www.scribd.com/doc/43789133/G...achs-TermSheet
Term sheet
- This document shows that the goal of this new company/joint venture is to buy other publishing business such as EMI, BMG, Universal, Warner etc.
- It's proposed to be a 3 way venture between Michael, Sony and Goldman Sachs.
- Michael puts his catalogs into the joint venture. His share after the other acquisitions is to be determined.
- Sony and Goldman Sachs will also get shared based on their equity contributions. (side note : this means as time passes and Sony and/or Goldman Sachs buys other publishing companies and add them to the venture as they bring in equity their share will increase and Michael's will decrease).
- It's stated that the board of representatives will be at least 7 and at most 10. Michael is only given 2 representatives. The decisions are done by a majority vote. (side note : in this scenario Micheal would never have the power to make or veto any decision).
- Michael is given the title of "chief creative officer" to attract other artists and if he has time he will be consulted in creative decisions.
- Goldman Sachs gets $5M for managemen fee and Michael gets $1M for management fee per year.
http://www.scribd.com/doc/43789100/G...l-s-Beatles-If
This shows a 5 year refinancing deal of the $200M of the loan between Michael and Bank of America. The one thing is that if this new loan forecloses Goldman Sachs gets the right to purchase it at fair market value.
http://www.scribd.com/doc/43788412/J...-Note-and-Sony
This is the $70M loan documents. It lists Malnick and McClain as the trustees of the loan.
http://www.scribd.com/doc/43789064/B...-Secret-Letter
Branca's secret letter
If this was the smoking gun to show us how evil Branca was/is , it fails miserably. Let's see it in detail.
Paragraph 1 : Branca opposes Michael putting his catalogs upfront. Branca says that first Warner has to be acquired and Michael's share / interest has to be determined. (Note: Now having a 50% share in a 1 billion catalog versus having a 5% share in a 10 billion collection of catalogs is the same but this share has to be concretely determined. you don't want to end with a share that's worth less than you put in).
Paragraph 2: Branca says that it must be clarified that Goldman Sachs is taking over the Bank of America loan on the Sony/ATV catalog and Michael is no longer responsible for it.
Paragraph 3: Branca asks about the MIJAC loan. (note : It's obvious that Goldman Sachs primarily want Michael's share in Sony/ATV and prepared to pay/refinance that loan. MIJAC loan of $70M seems to be left to be dealt in the future and left to Michael).
Paragraph 4: Branca states that just paying Michael's loan obligations is not sufficient for him to give his rights to those catalogs (as they probably worth more than the loans). He wants significant amount of cash in addition to the promised loan payments to justify Michael's participation with this proposed deal/business venture.
Paragrah 5: Branca wants to make sure that Michael wouldn't pay taxes on this deal.
Paragraph 6: Branca asks for an exit strategy for Michael to be included - meaning that he can get out of this venture in someway if he wants in the future.
Paragraph 7: Branca thinks the annual management fee of $5.5M of Goldman Sachs is unjustifiably high.
Paragraph 8: Branca wants better distribution of Board of directors and states that Michael needs to have decision making power.
Paragrah 9 &10 :Branca states that this deal brings exclusivity and confidentiality requirements to Michael but not to Goldman Sachs and this has to be discussed.
Paragraph 11: Apparently one condition of the loan is Koppelman being the manager of MIJAC. Branca opposes that. (Note : if there was such condition if would prevent Michael from removing Koppelman from managing MIJAC).
I'll have to say this looks like a letter with "the intention to look out for the best interest of Michael". Branca asks for more money from the deal, more control over the new joint venture, more concrete details and an exit strategy - all benefits Michael.
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发表于 2010-12-8 10:42:37
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发表于 2010-12-8 11:18:55
