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Investors Say They HaveEvidence of Paramount Pictures Financing Fraud
Months beforevarious hedge funds put up $40 million for 25 films including "MeanGirls" and "The Manchurian Candidate," Paramount execs allegedlyannounced a secret strategy shift at a Viacom board meeting.
In an effort to advance a lawsuitagainst Paramount Pictures that has survived for more than a half-decade, someWall Street institutional investment groups are now pointing to evidence theybelieve shows the studio "procured financing for a slate of motionpictures by fraud."
The lawsuit from Allianz Risk Transfer,Marathon Structured Finance Fund, Newstar Financial and Munich Re CapitalMarkets concerns "Melrose 1," a slate of 25 films released betweenApril 2004 and March 2006 that included Mean Girls, Elizabethtown, Collateral,and remakes of The Manchurian Candidate, The Stepford Wives and Alfie.
诉讼由安联保险风险转移公司、马拉松结构性融资基金、新星金融和慕尼黑再保险资本市场提起，主要涉及名为“梅尔罗斯1号”的在 2004年4月至2006年3月发布的一系列电影，包括《贱女孩》,《伊丽莎白镇》、《落日杀神》、《重塑谍网迷魂》、《娇妻》和《阿尔菲》 。
The plaintiffs put up $40 millionfor these films and say they lost their entire investment. They place blame onParamount's alleged decision to abandon its historical practice of presellingdistribution rights for movies in foreign territories to independent filmdistributors. According to the plaintiffs' latest court papers, "HadParamount adhered to its past foreign preselling practices, Plaintiffs andother investors would have suffered at least $100 million less in theiraggregate losses in the Melrose Slate."
Although the investors say theylost $40 million on those 25 films, Paramount is alleged to have "earnedover $400 million in revenues from 'distribution fees' deducted from therevenues shared with the Melrose investors. Indeed, in a forecast with respectto the anticipated Melrose Slate prepared months before the closing of thetransaction, Paramount privately predicted a loss on the 2004 films of $32million for the investors and a profit of $37 million for Paramount."
In April, Paramount brought a summary judgmentmotion asserting that responsibility for the investment documents — the privateplacement memorandum — fell to Merrill Lynch as underwriter for Melrose. Thebank allegedly was the investors' primary contact and marketed the upsides andrisks of the investment opportunity. Further, Paramount asked the judge to killthe lawsuit because the investors were expressly informed that Paramount wouldhave discretion on whether or not to enter co-financing arrangements.
Theplaintiffs in an opposition to summary judgment say that much of the materialsgiven to them at the time were "tentative" and"incomplete." Far from disclaiming Paramount's discretion, theplaintiffs insist they were led down a certain path. "They did not in anyway alert Plaintiffs to Paramount's concealed change of strategy and fraud,"state court documents delivered right before the beginning of the holidayweekend. "To the contrary, the evidence shows Paramount trying to makeinvestors believe that, regardless of those tentative documents, investors wereto look at Paramount's 'historical' presales practices and 'project' the samekinds of practices for the Melrose Slate."
Theinvestor-plaintiffs say that while investment literature might have advertisedcertain distribution models used before 2004, "unbeknownst to Plaintiffs,prior to their investment, Paramount abandoned its risk averse business modeland employed virtually no foreign presales in the Melrose Slate."
Asevidence, the plaintiffs point to a 2003 deal made between Viacom and LakeshoreEntertainment (Underworld, Million Dollar Baby) that "radically alteredits arrangement" of foreign presales by ensuring more self-distributionfor Paramount. In March 2004, the plaintiffs say, "this important changein business strategy was reflected in a PowerPoint presentation that Paramountmade to the Board of its parent company, Viacom, Inc., in or about March 2004,several months before Plaintiffs invested."
原告提出维亚康姆在2003年 与湖岸娱乐进行的一项交易（作品包括《黑夜传说》《百万美元宝贝》）中增大了派拉蒙的自配比重而“彻底改变了”对于外国的预售政策。2004年3月,原告说,“ 在一个大约2004年3月派拉蒙对其母公司维亚康姆公司的董事会演示文稿中体现了这一重要的商业战略变化，大约就在原告投资前几个月。”
Atthe Viacom board meeting, Paramount's senior executives are described asannouncing the intention to "retain more foreign rights." Theinvestors say they weren't made aware of this new strategy — an alleged shift asParamount was a "standout among the Major Studios in its desire toparticipate in the foreign presale market."
Intheir papers intended to get the judge to move the dispute to trial, theinvestors also attempt to bolster the argument that a concealment occurred. Thepapers cite emails between Paramount, Merrill Lynch and Moody's InvestorsService. Paramount allegedly supplied the investment bank with data to createits projections and used the credit agency to "propagate the fiction"that presales would be exploited as in the past.
他们的陈述旨在让法官将这次争端纳入审讯之中，投资者也试图强调派拉蒙隐瞒了事实。文件引用了派拉蒙、美林(Merrill Lynch)和穆迪投资服务公司(Moody's InvestorsService)之间的邮件。派拉蒙涉嫌在向投资银行提供用以预测的数据时利用信贷机构构造出预售行为将会跟过去一样的“假象”。
Theplaintiffs' papers also reflect their own analysis of the potential slatedeals. The due diligence yielded positive evaluations of the risk involved. Butaccording to the plaintiffs, "Nevertheless, unbeknownst to any of Plaintiffs,no amount of reasonable variation and stressing of the HDS data could haveaccurately projected the Melrose Slate risk of loss because Paramount hadsecretly and unpredictably decided to bring foreign presales levels from 24%(for the HDS) all the way down to 3.5% for the Melrose Slate, a reduction ofover 80%."
Asfor responsibility being held by someone other than Paramount, the plaintiffsargue to the contrary: "Melrose is a construct. It has no information togive or conceal. Every bit of information ostensibly imparted by Melrose isParamount's information. A jury could (and likely would) find that Paramount'made' the statements and omissions at issue."