Qualifications | Media Finance Structures, LLC

Qualifications

John Zabel brings over three decades of industry experience to MFS, and is committed to delivering unbeatable client service and focused, tangible results.

Who we are:

John Zabel

MFS allows John Zabel, CEO, a nationally recognized CPA with 35 years of senior financial executive experience in both the major studio environment (Columbia Pictures/Sony Pictures Entertainment) and the independent financing and production environment (Peter Guber’s Mandalay Entertainment), to provide the major studios, independent production companies, international rights buyers, the entertainment legal community and potential investors with the quality and breadth of service that has heretofore not been available to them on a project basis. From the list of advisory clients served since operations commenced in spring of 2002 you can see that MFS is only about client service and focused results.

Qualifications & Acknowledgements

Summary:
Former Senior Media Finance Executive & national award winning CPA (top 100 score out of over 75,000 candidates) with over 35 years of international negotiation, project financing, capital raising and accounting/general management experience, primarily in the motion picture and television areas.

Litigation Support Experience

In house expert for AFMA arbitration to establish contractual rights of parties to an output distribution agreement (Beyond Borders 2002).

Damage expert for arbitration regarding the cancellation of a distribution contract for a TV celebrity exercise video (Chuck Norris 2002).

Trial consultant and expert witness in LA Superior Court matter surrounding certain claims made by producer of successful TV series against its distributor and financier (Married With Children 2003).

Damage expert for LA Superior Court matter involving earning potential/value of well known TV personality (Ed McMahon – 2004).

Expert witness for Federal Court matter involving breach of a long term licensing agreement and the appropriateness of certain film financing procedures employed (Franchise Pictures).

Expert witness for State Court matter involving industry standards and practices regarding distribution agreements (2005).

Expert witness for Arbitration involving the underwriting of film performance risk by insurance companies (CNA underwriting Sony Pictures risk – 2005).

Expert witness for Texas matter involving the accountings for a profit participation contract (Monster – 2007).

Expert witness and auditor for an IFTRA dispute regarding accountings for a profit participation contract (Crash – 2007).

Advisor to New Zealand investors regarding a NZ dispute related to a major studio motion picture (LOTR – 2008) regarding certain representations and accountings in the co-financing agreements with the studio.

Expert witness for Australian court matter involving proper exercise of distribution rights under a co-financing contract of a major studio film (The Matrix – 2010).

Expert witness for state court matter involving proper accountings under a contractual arrangement for a major TV series (Nash Bridges – 2010).

Expert witness for arbitration surrounding the enforceability of completion bonds on films (Tekken – Newbridge 2011)

Expert witness for arbitration involving the appropriateness of counterparty actions surrounding a studio slate financing transaction (Beverly-SPE-Aramid 2012)

Expert witness for arbitration surrounding proper accounting for reality TV show (Mancaves – Scripps 2013)

Debt Compliance & Credit Due-Diligence Experience

Perform annual borrowing base reviews for all JP Morgan/Chase entertainment clients, many clients of Bank of America, First Republic, Union Bank and others; verifying compliance with the terms of the Credit Agreements and ensuring the sufficiency of underlying documentation supporting the collateral base.

Represented Bank of America, One West Bank, CitiBank and GE Capital in analyzing certain entertainment credit exposures through review of client submission packages and deal structure/terms.

Manage credit reportings for financiers providing P&A and operational facilities to borrowers.

Outsourced COO/CFO Services

Performed CFO/COO services on a non-exclusive basis for the primary financing party for Sony Picture’s releases from 2014 through 2017, managing all lender relationships and accounting/financial statements, including coordinating and overseeing GAAP audits.

Was interim replacement CFO/COO for Grosvenor Park’s film fund for the majority of 2017, filling in for time sensitive matters when previous management departed unexpectedly.

Advisory & Consultancy Experience

Analyzed proposed investment opportunities for equity and junior debt providers through review of transaction structure, analytical assumptions employed and general entertainment industry experience and contacts (numerous).

Analyzed potential acquisition of animation studios for strategic investor (two separate engagements).

Evaluated several potential motion picture production company investments and film co-financings for high net worth investor.

Evaluated operational organization and value potential for existing investor in established motion picture production and distribution organization (CT1 for DBZwirn).

Assisted major studio with its wind-down of existing international DVD distributor (SPE Argentina).

Integrated contractual reporting requirements of acquisition agreements for major US studio (SPE acquisition of MGM).

Negotiation & Project Finance Experience

Multi-year motion picture licensing deals with major international distributors in the UK, France, Italy, Japan, Germany, Spain and Australia/NZ and credit agreements with major US and UK banks, including completion bond and insurance packages covering 15 projects and $ 900 million over 5 years.

Netherlands based operations for $750 million Japan originated project financing.

Acquisition of a joint venturer’s interest in a shared distribution company, resulting in an all cash transaction in excess of $500 million (SPE DVD operations).

A $75 million UK sale/lease transaction and a Canadian tax shelter on a German financed project (Enemy at the Gates – one of the first such deals ever completed).

Raised over $75 million of project equity from German investment funds, structuring the first and only project financing utilizing two separate and competing funds on the same project (Beyond Borders).

Insurance policy backed project loan facility, including work-out transaction prior to its claim date.

Business Plans Experience

Assist various producers and investors in preparing business plans and capital solicitation documents for proposals concerning film and television products.

Positioned a motion picture production company IPO for the German Neuer Markt, negotiating with EU investment bankers and accountants to ensure the business plan and accounting policies were acceptable and approved by the EU investment community.

Prepared the 5 Year Business Plan to support investment of $75 million of equity by strategic investor into established motion picture production venture.

Raised $10 million to finance a live theatre production for the Shubert Theatre in Chicago.

Articles Published & Presentations

Guest lecturer for Peter Guber’s UCLA Film School class, speaking on film finance and licensing realities.

Featured speaker at California CPA Society Entertainment Conference, June 2002, speaking on the Studio Environment in the 21st Century.

Lead article in February 2003 Century City Lawyer, entitled – New Film, TV and Distribution Accounting Rules: Looking Behind SOP 00-2’s $4 billion in Writeoffs.

March 2003 CC Bar MCLE Presentation on Film Financing Techniques.

Lead article in August 2003 Century City Lawyer entitled – Distribution Deals –Minor Provisions can have Major Impact.

Presentations, 2005 & 2006, for the Women in Film International – Film Finance Symposiums – Equity Options for Motion Picture Investment Opportunities.

Featured speaker on Film Finance at the Savannah Film Festival, October 2006.

Featured speaker on Global Film Audits for the Los Angeles Licensing Executives Society, January 2012.