MGM Considers Special Dividend

March 16, 2004

MGM Considers Special Dividend

Move Would Mean Windfall
Of $1 Billion to $1.6 Billion
For Investor Kirk Kerkorian

Billionaire investor Kirk Kerkorian would reap a windfall of between $1
billion and $1.6 billion if the film studio he controls,
Metro-Goldwyn-Mayer Inc., issues a one-time special dividend of $6 to $9
a share that the company is currently considering.

MGM has been talking about ways to “share the wealth” with shareholders
since last summer, when the company tried and failed to acquire Vivendi
Universal SA’s entertainment assets. MGM recently has eliminated all of
its debt and increased its annual cash flow to nearly $200 million in
2003. The idea of a dividend was floated as a possibility when the
company was in the early stages of considering its options.

In September, MGM Chairman and Chief Executive Alex Yemenidjian said
that the management had at the time decided against recommending any
kind of extraordinary dividend. Later, MGM bought back about 10 million
shares, at about $17 a share, through a Dutch auction that was completed
earlier this year.

‘Committed to Sharing’

Late Monday, however, MGM disclosed that it is contemplating a
“significant” one-time dividend payment, which people familiar with the
matter put at between $6 and $9 a share. “Our management remains
committed to sharing the company’s wealth with our shareholders,” Mr.
Yemenidjian said in a statement. He emphasized that neither the decision
nor its possible timing was yet final.

Of course, while all shareholders would benefit equally on a per-share
basis, the move would most clearly be a boon for the 86-year-old Mr.
Kerkorian, who controls about 74% of the company’s 235 million shares
outstanding. MGM would borrow money at low interest rates to pay the
possible dividend, which would probably be payable in about a month if
the company decides to proceed. The borrowing would then be quickly
repaid; MGM is expected to generate a total of $600 million to $900
million in cash flow over the four years from 2003 to 2006.

Mr. Kerkorian in recent years has at times seemed eager for a sale of
MGM, and the company has in fact said numerous times that it was
pursuing strategic alternatives. In 2001, the company held unsuccessful
talks to merge with Sony Corp.’s Sony Pictures Entertainment. Later, the
company approached possible partners including Walt Disney Co. and
DreamWorks SKG. In 2003, Vivendi made an aggressive bid for the Vivendi
Universal entertainment assets, such as Universal Pictures, but didn’t
prevail. As recently as late last year, MGM held preliminary talks with
Time Warner Inc. that didn’t pan out.

As a rule, it is assumed that Mr. Kerkorian has been seeking a stock
transaction of some kind because of the preferable tax consequences. Yet
even as he has failed to sell the company, Mr. Kerkorian has at times
raised his stake in it. Harris Nesbitt Gerard analyst Jeffrey Logsdon
estimates that Mr. Kerkorian has put about $3 billion into MGM over the

Now, the possible one-time dividend represents a way for Mr. Kerkorian
to realize some return on his investment in MGM, the legendary studio
that he purchased for the third time in 1996, at a low tax rate. The
one-time dividend also wouldn’t rule out the possibility of a sale. Once
such a payout is made, MGM’s stock would be expected to decline by about
the same amount as the dividend, though going forward, it would have
higher debt because of the proposed dividend plan.

Tax Consequences

The tax consequences of such a move for MGM shareholders are now more
appealing than they once were. A 2003 tax-relief law cut the personal
tax rate on corporate dividends from a maximum of 39.1% to 15%,
inspiring a wave of companies to raise their dividends. A portion of
MGM’s dividend could be ruled tax-free if it is judged to be a “return
of capital,” owing to the fact that MGM has generated net losses instead
of earnings in recent years.

MGM, with a 4,000-title film library, has generated greater operating
cash flows recently as a result of several factors, one of which has
been the explosion of DVD movie sales in the U.S. The company has also
done a better job of managing its feature-film business, betting less on
risky big-budget movies and more on modest titles such as “Legally
Blonde” and “Barbershop,” which can be enormously profitable if they
become hits.

Write to Bruce Orwall at [email protected]

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