Marvel's Next Step

[celluloid]

Sometimes, there is such a thing as getting too big for one's own britches... WDW may just be getting too big... There is only so much money any company can throw around to expand... The Walmarting of WDW may be a direct result of possible over expansion of the property...

Definitely. So many things the focus is lost. We are now going on year five of Animal Kingdom not having a new attraction...and the main show element of the last major one that was built still not funcitonal.

 

[Captain Chaos]

Definitely. So many things the focus is lost. We are now going on year five of Animal Kingdom not having a new attraction...and the main show element of the last major one that was built still not funcitonal.

And money is currently being spent in MK for Fantasyland and interactive queues... money doesn't grow on trees in WDW whether people want to believe that or not... Disney cannot and will not just pony up over a billion dollars a year just to expand each park... And the budgets are only ever so much... I'd love to see Disney do a lot and once again be innovative... But, with the ever expanding size of WDW, I feel that is no longer ever going to be the case... And if Disney does give WDW something on the level of Potter, Spiderman, or Transformers, we'll get a Walmarted version of it...

I'm giving credit where it is due.. and Universal deserves all the credit right now... Disney??? Resting on laurels deserves a smackdown, not credit...

 

[lazyboy97o]

I just finished read the Partnership Agreement that created Universal City Development Partners, Ltd., the entity that owns and operates Universal Orlando Resort. I am not a lawyer, so these are just my thoughts and do not represent any sort of learned legal opinion.

http://www.sec.gov/Archives/edgar/data/1262449/000095013603002247/file002.htm

Due to the nature of the Partnership, I cannot say with certainty if the issue of sale is real. The Partnership is not between NBC Universal and Blackstone Group, but two holding companies (Universal City Florida Holding Co.II, the General Partner; Universal City Florida Holding Co.I, the Limited Partner) that are themselves composed of interests from Universal and Blackstone.

Section 8.b. of the contract seems to provide means by which the Resort could continue to use material licensed from Universal even if somebody else becomes the owner of the Resort.

Reading the agreement, I could find nothing about Blackstone Group being able to dissolve the Partnership and selling off the Resort if NBC Universal passes on buying out its share. I did find language saying that changing the make up of the partnership requires the approval of both parties. That said, this language may be in the agreement that creates "Holding II" (Universal City Florida Holding Co.II) which is the actual General Partner in this company. Section of possible note are 17. Shift of Control and 26. Dissolution Events.

What I did find however, is limitations on Blackstone group being involved with theme parks.

31. Other Theme Park Attractions.
(a) The term "Key Elements" means all or any of the following: (i) themes and/or characters based on motion pictures and/or television programs; (ii) cartoon characters; (iii) comic strip and/or comic book characters; (iv) themes and/or characters based upon children's literature which are extensively developed to the degree they are significantly associated with motion pictures and/or television programs. The term "Similar Theme Park" means a theme park where the primary thematic content is based upon one or more Key Elements, individually or in the aggregate and has an area in excess of 50 acres. The term "Other Universal Park" means any Similar Theme Park (other than in the State of Florida) in which an equity interest is held by UniCo or any of its affiliates.

(b) During the term of the Partnership neither of the Partners nor any of their affiliates (while such Partner or any affiliate shall be a Partner) shall, without the consent of the other Partners engage, directly or indirectly, in a Similar Theme Park within the State of Florida. During the term of the Partnership, none of the Blackstone Partners nor any of their affiliates (while the Blackstone Partners or any of their affiliates shall be a Partner) shall without the consent of UniCo engage, directly or indirectly, in a Similar Theme Park anywhere else in the world. None of the Blackstone Partners nor UniCo nor any of their respective affiliates shall be restricted in the ownership or operation of facilities similar to the Studio anywhere in the world. UniCo and its affiliates shall be free to engage in Similar Theme Parks anywhere in the world outside the State of Florida. The provisions of this Subsection 31(b) are subject to the exceptions and qualifications hereinafter provided in this Section 31.

(c) The prohibitions of this Section 31 as respects the Blackstone Partners and their affiliates shall not apply to any theme park owned by the Blackstone Partners or any of its affiliates which is not located in Florida or within a 100-mile radius of any Other Universal Park if Key Elements are used in such Blackstone owned theme park in only a minor manner. Furthermore, any such use of Key Elements may be continued by the Blackstone Partners or their affiliates if such use was in existence at the time (or is a reasonable update of existent uses) when UniCo or its affiliates first acquired any equity interest in a theme park located within a 100-mile radius of such Blackstone owned theme park.

(d) If a theme park which a Partner or its affiliates would otherwise be prohibited from having an interest in by reason of the above provisions of this Section 31 is acquired by a Partner or an affiliate, the ownership interest shall not constitute a breach of this Section 31, provided that within 36 months after such acquisition such Partner or its affiliate has changed such theme park so that such theme park no longer violates the provisions of this Section 31 or has terminated its interest thereon.

Could Blackstone Group looking to sell be a nice way of saying NBC Universal is not pleased with their recent acquisition of SeaWorld Parks and Entertainment and/or Merlin Entertainment's construction of Legoland Florida?

 

[lazyboy97o]

I just read Section 27. Winding up Procedure of the Partnership Agreement that created Universal City Florida Holding Co. II, the partnership between Blackstone Group and NBC Universal that is the general partner in Universal City Development Partners, Ltd. (confused yet?)

If the Partnership is dissolved as contemplated by Subsection 26(c) or (d), the “Electing Partner” (who is defined as being the Partner who is not the Withdrawing Partner) may, by notice to the Withdrawing Partner (the “Election Notice”), elect to purchase the Withdrawing Partner’s Partnership interest as hereinafter provided and continue as a sole proprietorship the business theretofore conducted as the Partnership and/or may also elect to have one or more of its affiliates or one or more other persons or entities purchase the Withdrawing Partner’s Partnership interest and be admitted as new partner.

I think that makes it very clear that the entire partnership will not go up for sale if NBC Universal decides not to buy out Blackstone group's share. But, I think I may have found language that created this idea.

The Withdrawing Partner shall be entitled to be paid in the manner hereinafter provided an amount equal to the net fair market value of its interest (determined as hereinafter provided)

[...]

In order to determine the net fair market value of the interest of the Withdrawing Partner in the Partnership, the fair market value of the Partnership and the Related Partnerships taken as a whole shall first be determined. The fair market value of the Partnership and the Related Partnerships taken as a whole shall mean the cash price which a sophisticated purchaser would pay on the date of the giving of the Election Notice for the business (including, without limitation, all tangible and intangible assets, including goodwill and all liabilities including contingent liabilities), such valuation to be made on the assumption that such assets are subject to this Agreement, the partnership agreements of the Related Partnerships and the Partners’ Agreement (including, without limitation the right of the Fee Payee to continue to receive an amount equal to the Special Fee provided in Section 20 of the partnership agreement of New LP) and to any other agreements then in effect but recognizing that there are no commissions payable, that the transaction is not deemed to be on a forced liquidation basis and ignoring any tax ramifications which would not be generally applicable. If UniCo is the Withdrawing Partner, any value attributable to the Partnership’s and Related Partnerships’ rights to use the word “Universal” (which rights may be terminated by Universal Parent and/or its affiliates) shall be disregarded in determining fair market value. A sophisticated purchaser shall be one who would take into account the nature, extent, maturity date, and other terms of the liabilities of the Partnership and the Related Partnerships whether fixed or contingent, including the favorable or unfavorable nature of any financing to which the Partnership and the Related Partnerships or their respective assets are subject, and the prospect that the income from the Partnership and Related Partnerships assets would be sufficient to satisfy such liabilities when due. The fair market value of the Partnership shall then be determined as a fair proportion of the above determined fair market value of the Partnership and the Related Partnerships taken as a whole (so that when the fair market value of the Partnership and each of the Related Partnerships is determined separately for each, it will total 100% of the fair market value taken as a whole)

From reading that, to me it sounds like it must be determined how much the entire Resort would fetch, complete with existing licensed intellectual property, as an exercise to determine the fair compensation owed to the Blackstone Group, but the entire Resort does not actually go up for sale.

 

[Disday]

http://blogs.orlandoweekly.com/inde...ar-bombshell-during-blockbuster-spring-break/

 

[wizards8507]

http://blogs.orlandoweekly.com/inde...ar-bombshell-during-blockbuster-spring-break/

From your article:

The catch is that the complex licensing agreement between Warner Brothers and Universal allows the Potter rights to be revoked if the parks are sold to any firm that doesn’t pass WB’s "tests designed to ensure the financial capability of the buyer and to maintain the reputation of our theme parks."

The point is, the purchasing entity would "pass WB's 'tests designed to ensure the financial capability of the buyer and to maintain the reputation of our theme parks.'"

All this is saying is that if the new buyer was financially broke and let WWoHP go to s**t, then they could revoke the licensing. I promise you that even if current ownership let WWoHP go to s**t, they would lose the licensing as well.

 

[lazyboy97o]

http://blogs.orlandoweekly.com/inde...ar-bombshell-during-blockbuster-spring-break/

Found it!

2.3 Right of First Refusal
(a) Anytime after December 31, 2007, if either Group desires to sell its interest (the “ownership interest”) in the Subject Partnerships, a constituent within such Group (the “Offering Group”) shall offer to sell (and cause the other Group Members in the Offering Group to sell) the Offering Group’s entire interest in the Subject Partnerships to the other Group (herein referred to as the “Other Group”) by stating in a written offer (the “Offer Notice”) to the Other Group the price (which must be solely payable in cash) at which the Offering Group is willing to sell its ownership interest to the Other Group. The Other Group will have 90 days following receipt of the Offering Group’s offer (the “Offer Period”) to elect to purchase the ownership interest of the Offering Group at the price offered by the Offering Group. If the Other Group does not elect, prior to expiration of the Offer Period, to buy the Offering Group’s ownership interest, the provisions of Section 2.4 hereof will become effective.
(b) During the Offer Period, each of the Offering Group and the Other Group shall cause the Subject Partnerships to provide to each such Group and its counsel, accountants and other representatives (including financing sources) reasonable access during normal business hours to the facilities, management, offices, warehouses, properties, books and records of the Subject Partnerships.

3
(c) Payment for any ownership interest purchased by the Other Group pursuant to Subsection 2.3 hereof shall be made by wire transfer, to an account designated by the Offering Group at least three business days prior to the closing, or by bank cashier’s or certified check delivered at a closing to be held at 9 o’clock a.m. (local time) at the principal office of UCDP on the closing date. The closing date (the “Closing Date”) shall be, (i) if all required regulatory approvals (including the expiration or other termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if required) shall have been received, within 15 business days after the date on which the Other Group shall have elected to purchase the interest of the Offering Group, on a date designated by the Other Group on at least three business days’ prior written notice to the Offering Group (or if such required regulatory approvals have not been received within such 15 day business period, then on the third business day following receipt of the last such required regulatory approval) or (ii) on such other date as shall be mutually agreed upon by the Offering Group and the Other Group. At the closing, the Offering Group shall deliver documents conveying its ownership interest free and clear of any liens or encumbrances and there shall be delivered instruments effecting the provisions of Subsections 2.3(e) and, if applicable, Section 2.7 hereof. The Other Group may designate any of its affiliates to acquire the ownership interest (which interest may be divided between the various designees).
(d) The Offering Group shall pay to the Subject Partnerships on the Closing Date any amounts owed, whether or not currently due and payable, by the Offering Group to the Subject Partnerships (excluding accounts receivable arising out of normal commercial transactions); provided, that the Other Group may elect to deduct such amounts from any payment due on the Closing Date by the Subject Partnerships or the Other Group in which case such indebtedness of the Offering Group shall be deemed paid. Any right of the Offering Group to receive partnership distributions (other than Tax Distributions (as defined in the UCDP Partnership Agreement) required by Section 19(b) of the UCDP Partnership Agreement) from Holding I or Holding II in the future not accrued as of the Closing Date shall be extinguished as of such date.
(e) The Other Group will indemnify the Offering Group and its constituents against all past, present and future claims and liabilities, known or unknown, arising out of the Subject Partnerships. The designation by the Other Group of any persons or entities to acquire the ownership interest will not excuse or limit the Other Group’s indemnification or other obligations.
(f) At the Offering Group’s request, and provided it shall cause no adverse effect to the Other Group, the Other Group will cooperate with the Offering Group to facilitate the retention by the Subject Partnerships of their then existing partnership status.

4
2.4 Sale Rights
(a) If the Other Group does not, prior to the expiration of the Offer Period (as defined in Section 2.3), elect to buy the Offering Group’s ownership interest, the Offering Group shall, during the Third Party Sale Period (as defined below) market and negotiate for the sale of the ownership interests of both Groups in the Subject Partnerships to third parties (each, a “Third Party”) not affiliated with either Group (a “Third Party Sale”). The “Third Party Sale Period” will begin on the expiration of the Offer Period and will end on the earlier of (i) the 270th day following the beginning of the Third Party Sale Period or (ii) the date on which both Groups agree in writing to abandon the Third Party Sale. If, at the end of the Third Party Sale Period, the Parties have not entered into definitive binding agreements relating to a Third Party Sale, then all restrictions contained in this Agreement with respect to the Offering Group’s and the Other Group’s ownership interests, including, without limitation, the provisions of Section 2.3 hereof, shall again be in effect; provided, however, that if the Groups agree in writing to abandon the Third Party Sale or the Third Party Sale Period expires without the consummation of a Third Party Sale, the Offering Group shall not be permitted to submit an offer as the Offering Group pursuant to Section 2.3 hereof from the date of such abandonment or expiration to the date that is one (1) year from the date of expiration of the related Offer Period (the “Penalty Period”). In the event that a Group is prevented from making an offer pursuant to Section 2.3(a) as a result of the proviso in the preceding sentence, the Other Group shall be entitled, at any time during the Penalty Period, to enter into an agreement with a third party not affiliated with either Group to sell its ownership interest in the Subject Partnerships, without the consent of the Group subject to such penalty. For the avoidance of doubt, consummation of any such sale shall not be subject to any other provisions of this Section 2, other than Sections 2.5 and 2.7.
(b) During the Third Party Sale Period referred to in Section 2.4(a) hereof, each of the Offering Group and the Other Group and their respective affiliates shall, and shall cause the Subject Partnerships, to use commercially reasonable efforts to cooperate in connection with the marketing and sale of the Parties’ ownership interests, such cooperation to include, without limitation, hiring a broker or placement agent, preparing appropriate marketing materials, organizing an auction process and providing to any such broker or placement agent, potential purchaser and their respective counsel, accountants and other representatives (including financing sources) reasonable access during normal business hours to the facilities, management, offices, warehouses, properties, books and records of the Subject Partnerships. The Parties agree that they will cause UCDP to be solely responsible for all reasonable transaction fees and expenses associated with the marketing and sale of the Parties’ ownership interests.
(c) If as a result of the marketing and sale process contemplated by this Section 2.4 or otherwise, the Groups produce a ready, willing and able Third Party purchaser that tenders customary purchase and related agreements containing customary representations, warranties, covenants, conditions and indemnities (“Definitive Agreements”), to purchase the ownership interests of the Parties hereto, each of the Parties hereto will cause their respective Group Members to execute and deliver such Definitive Agreements and will, and will cause their respective affiliates and the Subject Partnerships to, use their commercially reasonable efforts to cause the transactions contemplated by the Definitive Agreements to be consummated; provided, however, that, in no case will such Definitive Agreements contain indemnity provisions with respect to breaches of representations or warranties which survive the closing for more than eighteen (18) months (except with respect to ownership and title of the partnership interests which may survive for up to thirty-six (36) months) or do not limit the potential liability of the indemnifying parties for breaches of representations and warranties to 25% of each party’s pro rata portion of the purchase price set forth in the Definitive Agreements (except that with respect to breaches of representations and warranties relating to ownership and title of the partnership interests, the potential liability of the indemnifying parties may be up to 100% of each party’s pro rata portion of the purchase price set forth in the Definitive Agreements); provided, further that neither Group shall have any obligation to execute and deliver such agreements unless such Definitive Agreements contemplate the purchase of each Group’s ownership interest in the Subject Partnership at a cash purchase price that is (i) at least 90% of the price for the purchase of the ownership interest set forth in the Offer Notice provided pursuant to Subsection 2.3(a) hereof and (ii) the same for both Groups (or, if the Groups no longer hold equivalent percentages of the Subject Partnerships, then in proportion to such ownership percentages) with respect to purchase of the ownership interests.

5
(d) If the Offering Group is comprised of the Blackstone Partners, the Blackstone Partners agree, at the request of the NBCU Parties, which must be received no later than the 10th day following expiration of the Offer Period, to use commercially reasonable efforts to market other interests in Orlando-based assets owned by the NBCU Parties and set forth on Exhibit A hereto jointly with the Third Party Sale and solicit bids for each of such assets in a mutually agreeable manner; provided, however, that it shall not be a condition to the consummation of a Third Party Sale that such other assets be part of the transaction or sold.
(e) Anytime after December 31, 2007, upon receipt by either Group of a bona fide third party proposal or offer to purchase such Group’s ownership interest or all of the outstanding ownership interests in the Subject Partnerships, such Group shall promptly disclose in writing the terms and conditions of such offer to the other Group.

SECOND AMENDED AND RESTATED PARTNERS’ AGREEMENT

What the hell was the point of changing the agreement to allow this? Was Universal hoping to lock in Blackstone because the Resort would be worthless without Universal's intellectual property?

 

[Disday]

Please read the "entire" link that I posted above.

 

[lazyboy97o]

The point is, the purchasing entity would "pass WB's 'tests designed to ensure the financial capability of the buyer and to maintain the reputation of our theme parks.'"

All this is saying is that if the new buyer was financially broke and let WWoHP go to s**t, then they could revoke the licensing. I promise you that even if current ownership let WWoHP go to s**t, they would lose the licensing as well.

Actually the contract does seem to have language about Universal's ownership in Universal City Development Partners.

THEME PARK LICENSE BETWEEN WARNER BROS. CONSUMER PRODUCTS, INC.


The Marvel Agreement seems to be filed with the registration papers for Universal City Development Partners. Would that mean the contract has passed on to them and is not a third party license owned by Universal and granted to the Partnership through their agreement?

 

[Captain Chaos]

http://blogs.orlandoweekly.com/inde...ar-bombshell-during-blockbuster-spring-break/

Disday, thanks for the link and all I got to say is....

WOW....

I still don't think it will come to the doomsday in the writing though... I have a feeling Comcast will step up to the plate... if not, get the popcorn ready cause things may get interesting...

 

[lazyboy97o]

Disday, thanks for the link and all I got to say is....

WOW....

I still don't think it will come to the doomsday in the writing though... I have a feeling Comcast will step up to the plate... if not, get the popcorn ready cause things may get interesting...

Comcast would make more money if they bought out Blackstone and then sought a buyer who would also get a licensing agreement. Would they have also made the announcements the other week if it was possible those projects could no longer go forward? I guess we will know if a couple of weeks.

 

[Captain Chaos]

Comcast would make more money if they bought out Blackstone and then sought a buyer who would also get a licensing agreement. Would they have also made the announcements the other week if it was possible those projects could no longer go forward? I guess we will know if a couple of weeks.

I'll be watching for any and all announcement for sure...

 

[RSoxNo1]

I'm skimming this page because honestly, all this contract speak is going in one ear and out another.

Can someone summarize what all of this means in English?

 

[GLaDOS]

Looks like the talk of contracts doesn't mean anything. Comcast is going to buy.

http://www.orlandosentinel.com/business/universal-orlando-sale-20110531,0,4355395.story

 

[lazyboy97o]

Looks like the talk of contracts doesn't mean anything. Comcast is going to buy.

http://www.orlandosentinel.com/business/universal-orlando-sale-20110531,0,4355395.story

Yay! :sohappy: Now Comcast just needs to let a good thing continue to run itself and not interfere.

 

[GLaDOS]

Yay! :sohappy: No Comcast just needs to let a good thing continue to run itself and not interfere.

NBCU has a CEO that started at Disney. He'll know what to do.

 

[flavious27]

Looks like the talk of contracts doesn't mean anything. Comcast is going to buy.

http://www.orlandosentinel.com/business/universal-orlando-sale-20110531,0,4355395.story

Looks like my 30% discount for tickets will still be around.

 

[juniorthomas]

Looks like my 30% discount for tickets will still be around.

Looks like Universal guests will be treated to bad customer service and intermittent service outages. More so than usual, I suppose.

 

[juniorthomas]

thanks!



Yep.



Disney knows if they rebrand marvel in any way, it will defeat the purpose of purchasing them in the first place. The sceond marvel becomes associated with disney in the eyes of its target audience, it will become less cool.



I think if universal could find a way to make a buck off of mickey mouse plushes in their parks, they would. Branding be damned.



I'd love to see what disney would do with marvel. But it's not likely to happen any time soon, so i don't invest a lot of thought into it.

My guess is whatever they did it would be less impressive than marvel super hero island and the spider-man ride. My guess is if they attempted a "land" it would be like pixar place. Big area for future development. One actual ride.



Fanboys tend to make more of this "rivalry" than is really there. I imagine the theme park divisions may feel competitive sometimes. But even there, no one at universal has any illusions about ever overtaking the disney parks. They are out there to siphon off as much business for themselves as they can, not to compete directly.

As theme park fans, we tend to look at everything through the lens of how it impacts the theme parks. As wdw fans, we get even more narrowly focused on orlando. But it's really a relatively small piece of the puzzle. Disney knew there was little to no chance of using marvel properties in fl when they bought marvel. That wasn't their priority. And uni's not about to scrap an arrangement that was beneficial to them just because of a perceived rivalry.

Anyone who thinks universal is just itching to get out of its marvel deal, look at it this way. This has been a good arrangement for universal since they signed the deal. They negotiated it at a time when marvel needed the cash. So they got more or less everything they wanted.

Since then, marvel properties have only become more valuable with the success of the movies. Disney has been promoting the characters with more cartoons and video games, etc. The marvel deal has only sweetened as far as universal is concerned.

If universal were to try to negotiate a similar deal today, forget it. It would never happen! Disney would never consider it. Wb isn't in a position to. Even if uni came to some kind of deal with six flags and wb, they are not going to get as good of a deal as they got from marvel back when the ioa deal was signed.

And while they have some inhouse properties they could develop, none are as versatile and long-terms as marvel. Marvel will never feel dated. Tranformers, for example, will likely feel dated in 10 years or less. And there's nothing to stop universal from developing the properties it owns and keeping marvel as well.

So, without mentioning rivalries, can someone please explain to me why on earth universal would want to end the current agreement?




The best part will be the dark ride through bill murray's house.

absolutely

 

[juniorthomas]

Better stock the parks with Twinkies.

I don't mind snowballs. I like the taste and the texture.