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	<title>In Reel Time</title>
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		<title>2010.48 Thoughts on the media industry</title>
		<link>http://www.hadleypartners.com/InReelTime/2010-48-thoughts-on-the-media-industry/</link>
		<comments>http://www.hadleypartners.com/InReelTime/2010-48-thoughts-on-the-media-industry/#comments</comments>
		<pubDate>Thu, 02 Dec 2010 23:49:53 +0000</pubDate>
		<dc:creator>megan</dc:creator>
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		<guid isPermaLink="false">http://www.hadleypartners.com/InReelTime/?p=910</guid>
		<description><![CDATA[<a href="http://www.hadleypartners.com/InReelTime/?attachment_id=912" rel="attachment wp-att-912"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/Flying-home1-300x225.jpg" alt="" title="Flying home" width="300" height="225" class="aligncenter size-medium wp-image-912" /></a>

Last weekend I was asked twice about what will happen with the media industry long term.  I get asked this question often (or the variant…what are your thoughts on the media industry).

The question is so big and broad I always inhale and think for a minute before saying a word (it’s like being asked if there is a God or how we’ll fix social security).

So the short answer is that I don’t know.  

But the long answer revolves around the best way to figure out any evolving industry. ]]></description>
			<content:encoded><![CDATA[<p><a href="http://www.hadleypartners.com/InReelTime/2010-48-thoughts-on-the-media-industry/flying-home-2/" rel="attachment wp-att-912"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/Flying-home1-300x225.jpg" alt="" title="Flying home" width="300" height="225" class="aligncenter size-medium wp-image-912" /></a></p>
<p>Last weekend I was asked twice about what will happen with the media industry long term.  I get asked this question often (or the variant…what are your thoughts on the media industry).</p>
<p>The question is so big and broad I always inhale and think for a minute before saying a word (it’s like being asked if there is a God or how we’ll fix social security).</p>
<p>So the short answer is that I don’t know.  </p>
<p>But the long answer revolves around the best way to figure out any evolving industry.  Start with what you know.  Evolution is an iterative process and the end result isn’t pre-determined; rather it takes shape as each individual step or change is implemented (and chosen by a related party).  Good ideas often repeat.</p>
<p>So, what I do know (including some clichés that we all know):</p>
<p>1.	Story telling goes back before written history; it won’t disappear.  It isn’t disappearing.</p>
<p>2.	Quality content can’t be free; otherwise artists can’t afford to create much of it (and, to date, newer content has more value than does older content, in general).</p>
<p>3.	People are social creatures; blockbusters and the mass market will continue to exist as people want to have common discussion topics.</p>
<p>4.	Technology will continue to disrupt media.  It always has (the printing press…).</p>
<p>5.	A friend’s point: technology is actually adding less value over the past ten years than it did in the years leading up to 2000 (think the PC or Internet over arguably the biggest tech breakthrough of the past ten years – the iPad).</p>
<p>6.	Artists need to be more multidimensional.  As radio killed the video star and talkies cratered the career of the silent greats the distribution platforms have gotten more demanding and diverse.  Lady Gaga is a performer; not a singer.</p>
<p>7.	But, I don’t believe that all content should reach its audience over all platforms all of the time.  If your audience isn’t watching television don’t spend (money and employee time) to get on television.  Note the original argument only works well if you take mainstream media onto the newer avenues of portable devices or the Web and not vice versa (no Farmville movie planned in my knowledge).</p>
<p>8.	Digital content is much harder to monetize; no one has perfected the model but I’ve met with some companies that are successfully monetizing (and not just pennies).  Look at online gaming!</p>
<p>9.	Anecdotal evidence only but the tech world seems to be hiring more out of the studios or other mainstream media companies than vice versa (except in tech systems and support areas).</p>
<p>10.	People really do like fragmented distribution.  It’s fun and convenient.</p>
<p>11.	My kids love games.  Kids love games.  Women, who make up a lot of the monetizable online traffic right now increasingly, love games. </p>
<p>12.	The MacBook Air is great.  I like the iPad less (no flash).  My Blackberry and Kindle are dear to my heart.  Books and Kindles can co-exist.</p>
<p>13.	The studio model will continue to be under attack from many Silicon Valley types.  The core question is whether it will adapt quickly enough to survive by migrating to a &#8211; highly different &#8211; form (“protected and feudal microcosm that was only able to stay artificially alive as long as it did because the artists were a part of this small community and helped protect it longer than was wise” was what I heard today from a friend).</p>
<p>14.	Iteration broken by big break throughs is the pattern.</p>
<p>15.	The old definitions no longer apply: “technology” and “media” are imprecise.</p>
<p>16.	Cisco has a tough job.  After hours on the line with tech support making my home network “work” I can attest that seamless home networks are not a plug and play concept yet.</p>
<p>17.	Some people are open to new ideas and others will resist disruptive change and related solutions (one of my promised clichés).  Our brains aren’t wired to accept or process ideas that are vastly different than what we’ve accepted to be true in the past.  Having been windows based for so long I’ve had a harder time working my daughter’s Mac than she has (at 9).  I keep looking for an X in the right hand upper corner.</p>
<p>18.	I haven’t been as excited by so many companies in ten years or more.</p>
<p>Are we in the early stages of this change?  No; most industries continue to evolve but the media industry gets more press (it’s more fun!).  And the related innovations have accelerated (with the music industry leading the charge).  </p>
<p>Coming from the tech world I’ve lived the fast pace of such cycles; and the Internet has clearly injected that speed into media, which had been protected from certain competitive forces by its strong dominant niche position.  Consumers have more choice now and the ramifications have been felt throughout all forms of media and created new ones.  Some won’t survive.  This resolution is far from pre-determined and I’m enjoying meeting with and advising companies that are at the cutting edge of such changes or creatively meeting them head on.</p>
<p>So, in conclusion, what are my thoughts on the media industry?  The business model is shifting from protected windows to a more tech style model of proactively focusing on the customer/audience.  But, actually, there is no true conclusion for this blog posting.  Rather, the debate will continue.</p>
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		<title>2010.47 Inside Job screening and my review</title>
		<link>http://www.hadleypartners.com/InReelTime/2010-47-inside-job-screening-and-my-review/</link>
		<comments>http://www.hadleypartners.com/InReelTime/2010-47-inside-job-screening-and-my-review/#comments</comments>
		<pubDate>Tue, 16 Nov 2010 20:18:55 +0000</pubDate>
		<dc:creator>megan</dc:creator>
				<category><![CDATA[Capital markets]]></category>
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		<guid isPermaLink="false">http://www.hadleypartners.com/InReelTime/?p=902</guid>
		<description><![CDATA[What should have been an important movie is marred by a slanted and biased attack.  

<object width="440" height="265"><param name="movie" value="http://www.youtube.com/v/FzrBurlJUNk?fs=1&#38;hl=en_US"></param><param name="allowFullScreen" value="true"></param><param name="allowscriptaccess" value="always"></param><embed src="http://www.youtube.com/v/FzrBurlJUNk?fs=1&#38;hl=en_US" type="application/x-shockwave-flash" allowscriptaccess="always" allowfullscreen="true" width="440" height="265"></embed></object>

First, thank you to The Wrap for inviting me to a screening of Inside Job (click <a href='' >Inside Job</a> for webpage) last night in Sherman Oaks.  And thank you also to director Charles Ferguson for speaking about the film and answering questions after the screening.

I wasn’t able to articulate the question I would have liked answered last night but now can:  Why lose such an important message in mean spirited and malicious attacks?
]]></description>
			<content:encoded><![CDATA[<p>What should have been an important movie is marred by a slanted and biased attack.  </p>
<p><object width="440" height="265"><param name="movie" value="http://www.youtube.com/v/FzrBurlJUNk?fs=1&amp;hl=en_US"></param><param name="allowFullScreen" value="true"></param><param name="allowscriptaccess" value="always"></param><embed src="http://www.youtube.com/v/FzrBurlJUNk?fs=1&amp;hl=en_US" type="application/x-shockwave-flash" allowscriptaccess="always" allowfullscreen="true" width="440" height="265"></embed></object></p>
<p>First, thank you to The Wrap for inviting me to a screening of Inside Job (click <a href='' >Inside Job</a> for webpage) last night in Sherman Oaks.  And thank you also to director Charles Ferguson for speaking about the film and answering questions after the screening.</p>
<p>I wasn’t able to articulate the question I would have liked answered last night but now can:  Why lose such an important message in mean spirited and malicious attacks?</p>
<p>The movie starts with some quotes from finance professionals and commentators that set up the audience for the tone of the movie.  I’m okay with that; the documentary needs a mission statement and this one’s is clear from the beginning.</p>
<p>And the first half or so of the movie is great.  A lot of these questions should be asked and the answers exposed.  Many Wall Street and other firms did a lot of questionable things during the time frame covered and the public deserves answers.  Ferguson spares no administration from Clinton, to Bush, to Obama…which I admire.  He treads softly around certain governmental participation in the factors leading to the bubble then skewers them in others.  For example, when regulating derivatives was proposed, the poor lawyer who suggested it was attacked from industry and government both.  Ferguson’s clips of executives from various firms evading questions, even very direct ones, while in front of various government panels is painful to watch.  Sure, answering some questions honestly exposes your firm to potential liability but a certain level of ethics and acceptance of responsibility when presented with facts would have been reassuring.  The lead up to the financial crisis is informative, concise and understandable.  </p>
<p>The film’s photography and imagery are beautiful.  Technically the film is lovely.  It follows a coherent narrative flow and explains complex issues in a way understandable to many.  I especially loved the sweeping aerial shots of Manhattan.  Ferguson is a very skilled film maker.</p>
<p>Ferguson does get a few facts wrong – for example, while Wall Street CEOs earned high numbers, much of this compensation was in the form of stock, deferred comp and other illiquid (in the short term) payments…and in some cases was only paper money that melted away during the financial crisis. And he also makes a few puzzling arguments (the increasing distribution of wealth to the top 1% of the population may be relevant when analyzing the financial meltdown but he doesn’t explain the tie…which makes it puzzling).  I can forgive him these points; he is clearly using facts selectively to support his mission statement.  Ferguson doesn’t owe us a fair minded portrayal…he’s been clear from the start in defining his agenda.</p>
<p>But Inside Job veered off course completely when the personal attacks began; both in not substantiating them and in the mean spited way many interviewees were attacked after agreeing to speak (leading questions with no answer being shown on film, accusations, assumptions…).  I was puzzled when he criticized professors who had advised and been in government for getting paid for their work and public speeches (and, in like spirit, is Ferguson getting paid for the documentary or any related paid speeches he is asked to do?).  Economic theory is just that – theory.  Only in actual application can we see if it will work.  I don’t understand why academic economists shouldn’t do advisory work inside or outside government.</p>
<p>And having Elliot Spitzer as a moral high ground making indirect accusations/innuendos about prostitution and sex in the industry seems bizarre.  First, I have my own issues with Spitzer as I believe his actions directly contributed to the financial meltdown.  Next, his innuendos are tied in with direct (but unsubstantiated) accusations of rampant drug use and prostitutes as a part of Wall Street culture by a madam and psychologist with “Wall Street clients”.  With no direct information just sweeping statements the tactic appears to be a trick meant to deflect from the real issues and just smear the industry.</p>
<p>Interestingly, Ferguson uses interview clips with Raghuram Rajan, who wrote Fault Lines and was at the IMF during the time in question and warned of the risks, to support his argument.  Yet Rajan’s excellent book is more moderate and realistic and much more powerful than this biased movie.</p>
<p>The question and answer period after the film revolved around a wall street bashing free for all so Ferguson clearly found his audience last night.  Too bad he didn’t aim for a serious discussion of the issues instead of sensationalism.  I thought the first half of the movie was excellent and was disappointed with the ending.  Perhaps that’s what it takes to get big studio support in this day and age.  But, I wonder if, had his viewpoint not been pre-determined and antagonistic, he would have gotten access to a broader range of key potential interviewees and been able to provide a more rounded picture.</p>
<p>That movie is still waiting to be made.</p>
]]></content:encoded>
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		<title>2010.46: LAVA&#8217;s annual private equity breakfast</title>
		<link>http://www.hadleypartners.com/InReelTime/2010-46-lavas-annual-private-equity-breakfast/</link>
		<comments>http://www.hadleypartners.com/InReelTime/2010-46-lavas-annual-private-equity-breakfast/#comments</comments>
		<pubDate>Wed, 10 Nov 2010 17:48:23 +0000</pubDate>
		<dc:creator>megan</dc:creator>
				<category><![CDATA[Current affairs]]></category>
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		<guid isPermaLink="false">http://www.hadleypartners.com/InReelTime/?p=894</guid>
		<description><![CDATA[<a href="http://www.hadleypartners.com/InReelTime/?attachment_id=895" rel="attachment wp-att-895"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/iStock_000005744347XSmall-300x201.jpg" alt="" title="iStock_000005744347XSmall" width="300" height="201" class="aligncenter size-medium wp-image-895" /></a>

Within the private equity universe the world is back on track and the eighteen-month nuclear winter is over.  PE buyers are seeing many more deals and multiples have jumped (up to 12x plus in healthcare deals).  One caveat is that getting debt financing to buy a company with less than $5 million in EDITDA remains tough.  

Diligence has gotten more rigorous (including from the limited partners who are doing much more themselves – immeasurably so)... ]]></description>
			<content:encoded><![CDATA[<p><a href="http://www.hadleypartners.com/InReelTime/2010-46-lavas-annual-private-equity-breakfast/istock_000005744347xsmall/" rel="attachment wp-att-895"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/iStock_000005744347XSmall-300x201.jpg" alt="" title="iStock_000005744347XSmall" width="300" height="201" class="aligncenter size-medium wp-image-895" /></a></p>
<p>Within the private equity universe the world is back on track and the eighteen-month nuclear winter is over.  PE buyers are seeing many more deals and multiples have jumped (up to 12x plus in healthcare deals).  One caveat is that getting debt financing to buy a company with less than $5 million in EDITDA remains tough.  </p>
<p>Diligence has gotten more rigorous (including from the limited partners who are doing much more themselves – immeasurably so). </p>
<p>Return expectations are down to 20%, with many funds willing to go lower if a provable safety level can be established (lower return but less risk).  Deal structures with respect to percentage bought are more flexible; but  structures such as PIPES or other creative securities don’t meet the bar with many of today’s more conservative LP’s.</p>
<p>With the public markets having largely recovered institutions are no longer over-allocated in PE funds so funds are raising money again.  LP candidates are increasingly foreign, with China and Australia being mentioned during the panel discussion.  And the contracts themselves are going to a more “European” model not the straight 20/80 split of yester year…meaning that the investors get their money back and a floor return before the profit is shared.  Any terms that used to allocate the GP 20 percent early are being denied by the LP’s.</p>
<p>What are PE investors looking for?  Same as always: management team, culture, a good grasp of financials, clear use of proceeds and a competitive advantage (strong business).  Twelve to fifteen slides and an executive summary is better than a fifty plus page book. </p>
<p>Exits?  Sure.  After eighteen months – during which the market often wouldn’t fairly price a good company &#8211; a backlog of potential companies to be exited does exist.  But all the panelists agreed that while valuations have risen we aren’t at a frothy market top so they are only feeling a slight nudge to sell some portfolio companies.  This LAVA panel consensus differs from the opinions of many PE firms focused on larger deals, where enormous dry powder and a strong high yield market are driving multiples.</p>
<p>Good companies, as always, are hard to find.  But if you have one and want a private equity partner I can introduce you to four just from this panel who are actively looking.</p>
<p>Panelists:<br />
Steve Moore – Brentwood Associates<br />
Mark Rosenbaum – Aurora Capital Group<br />
Michael LaSalle – Shamrock Capital Advisors<br />
Alain Rothstein – Vicente Capital Partners</p>
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		<title>2010.45: 17 words not to use in a business plan</title>
		<link>http://www.hadleypartners.com/InReelTime/2010-45-17-words-not-to-use-in-a-business-plan/</link>
		<comments>http://www.hadleypartners.com/InReelTime/2010-45-17-words-not-to-use-in-a-business-plan/#comments</comments>
		<pubDate>Tue, 09 Nov 2010 21:50:08 +0000</pubDate>
		<dc:creator>megan</dc:creator>
				<category><![CDATA[Overview]]></category>
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		<description><![CDATA[We’ve all heard them – the words that make us cringe.  Worse than that, I can tell a few lines into a business plan (offering document, etc) that the related company doesn’t “get it” (oh, and, don’t use quotation marks like I just did – too cute).  The below words don’t sell your story and may end up doing the exact opposite.

<a href="http://www.hadleypartners.com/InReelTime/?attachment_id=889" rel="attachment wp-att-889"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/iStock_000008395106XSmall-300x199.jpg" alt="" title="iStock_000008395106XSmall" width="300" height="199" class="aligncenter size-medium wp-image-889" /></a>

1.	“Next big thing”.  Please, someone give me a dollar for every time I’ve seen or heard that one and I’m retiring.  Proof on that is in the numbers: show me traction in building your business and I’ll see it.  I’ve known people that built the next big thing and they were always too busy working (and scared of competition) to boast along the way.]]></description>
			<content:encoded><![CDATA[<p>We’ve all heard them – the words that make us cringe.  Worse than that, I can tell a few lines into a business plan (offering document, etc) that the related company doesn’t “get it” (oh, and, don’t use quotation marks like I just did – too cute).  The below words don’t sell your story and may end up doing the exact opposite.</p>
<p><a href="http://www.hadleypartners.com/InReelTime/2010-45-17-words-not-to-use-in-a-business-plan/istock_000008395106xsmall/" rel="attachment wp-att-889"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/iStock_000008395106XSmall-300x199.jpg" alt="" title="iStock_000008395106XSmall" width="300" height="199" class="aligncenter size-medium wp-image-889" /></a></p>
<p>1.	“Next big thing”.  Please, someone give me a dollar for every time I’ve seen or heard that one and I’m retiring.  Proof on that is in the numbers: show me traction in building your business and I’ll see it.  I’ve known people that built the next big thing and they were always too busy working (and scared of competition) to boast along the way.</p>
<p>2.	“Bigger than Facebook”.  Or Google.  Or pick your company.  Please never compare yourself to or value yourself off the best winning companies.  Ideas are comparatively easy; implementation requires real work.</p>
<p>3.	“Game changer”.  Life (or business) isn’t a game.  I don’t know what this means.</p>
<p>4.	“Guaranteed”.  Then why are you sharing the opportunity?</p>
<p>5.	“Paradigm shift”.  Again, I don’t know what this means or why it matters.  Proof on this one is in the implementation.  Paradigm shift was the PC or browser.  You?</p>
<p>6.	“Next level” (or “next generation”).  Is that necessary?</p>
<p>7.	“Unique”.  Not a big offender in my book but I’m probably in the minority.  Everything and nothing is unique.  The word is overused.</p>
<p>8.	“Unparalleled”.  Um, no.</p>
<p>9.	“Ad supported”.  Only?  So, I heard that in the late ‘90’s and I’m hearing it now.  What changed (other than Google is the rare company to make it work well)?</p>
<p>10.	“Viral marketing”.  Works wonders in the gaming world but where else today?  Define what you mean but don’t use the term unless you really understand it (at which point I’m okay with it).</p>
<p>11.	“Free”.  Ouch.  Ad supported?  Explain to me how that is working not that it will?</p>
<p>12.	“Really”, “very” and “a lot”.  No.</p>
<p>13.	“Opportunity”.  No thanks.  Opportunity is easy; explanations (and monetization) matter more.</p>
<p>14.	“Leader”.  To where?</p>
<p>15.	“Best” and “top”.  Says who?  You?   No.  Prove it; don’t say it (if you were there you wouldn’t need to look for money &#8211; it would find you).</p>
<p>16.	“Great”.  See 15.</p>
<p>17.	“Solution”.  Okay, if you can walk me through it, I’ll follow it.  Otherwise, you aren’t saying much.</p>
<p>Reality: when you are pitching an early-stage opportunity, you are also pitching yourself.  If you are talking to quality investors, most of the above words don’t tell them anything about your business.  But they do tell the investor something about you – you are prone to exaggeration, to vagueness, to hype, to lack of depth.  Those words are setting you back.</p>
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		<title>2010:44 Due diligence; better to identify problems early on</title>
		<link>http://www.hadleypartners.com/InReelTime/201044-due-diligence-better-to-identify-problems-early-on/</link>
		<comments>http://www.hadleypartners.com/InReelTime/201044-due-diligence-better-to-identify-problems-early-on/#comments</comments>
		<pubDate>Tue, 26 Oct 2010 22:02:22 +0000</pubDate>
		<dc:creator>megan</dc:creator>
				<category><![CDATA[Capital markets]]></category>
		<category><![CDATA[Investment banking basics]]></category>
		<category><![CDATA[Legal]]></category>
		<category><![CDATA[M&A]]></category>
		<category><![CDATA[digital hollywood]]></category>
		<category><![CDATA[due diligence]]></category>
		<category><![CDATA[megan jones]]></category>
		<category><![CDATA[reps and warranties]]></category>

		<guid isPermaLink="false">http://www.hadleypartners.com/InReelTime/?p=878</guid>
		<description><![CDATA[People entering the panel room.

<a href="http://www.hadleypartners.com/InReelTime/?attachment_id=879" rel="attachment wp-att-879"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/IMG00529-20101020-1414-300x225.jpg" alt="" title="IMG00529-20101020-1414" width="300" height="225" class="aligncenter size-medium wp-image-879" /></a>

I was a panelist at the recent Digital Hollywood conference.  The topic was Venture Funding, Investment and Mergers.  One question made me really think.  In the context of a busted deal, we were asked how to head off surprise issues which can crater a potential company sale.  The answer is to do your (generally extensive) due diligence both thoroughly and as quickly as possible.

But how exactly does company’s management go about doing that diligence?
]]></description>
			<content:encoded><![CDATA[<p>People entering the panel room.</p>
<p><a href="http://www.hadleypartners.com/InReelTime/201044-due-diligence-better-to-identify-problems-early-on/img00529-20101020-1414/" rel="attachment wp-att-879"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/IMG00529-20101020-1414-300x225.jpg" alt="" title="IMG00529-20101020-1414" width="300" height="225" class="aligncenter size-medium wp-image-879" /></a></p>
<p>I was a panelist at the recent Digital Hollywood conference.  The topic was Venture Funding, Investment and Mergers.  One question made me really think.  In the context of a busted deal, we were asked how to head off surprise issues which can crater a potential company sale.  The answer is to do your (generally extensive) due diligence both thoroughly and as quickly as possible.</p>
<p>But how exactly does company’s management go about doing that diligence?</p>
<p>Again, an easy answer does exist: hire the right investment bankers, lawyers and perhaps accountants.  Sometimes a private investigator is also hired.  But that answer only gets someone part way.  Because ultimately management will live with the results of that diligence and therefore must stay involved, or appoint someone senior from the company to fill that role.</p>
<p>So what does doing your due diligence entail?</p>
<p>On a typical M&#038;A transaction the bankers or lawyers representing the seller will put together a data room based on an extensive list of documents.  We’ll then set up conference calls between the relevant parties to discuss questions that aren’t covered within the documents provided, or that stem from them.</p>
<p>Confidentiality of information is always an issue; even if an NDA is in place.  Anything too proprietary must be kept confidential (and can be covered in any purchase or other agreement) and information is typically provided on a need to know basis.  Sometimes it can also be disclosed to a company’s lawyers or accountants but not directly to management.  Such sensitive information includes:  technology, customer information, product sales mix and employee information.  Indeed, some contracts may also limit what information can be shared with third parties.</p>
<p>On the disclosure side most bankers (and lawyers!) will encourage their clients to disclose any potential “smoking guns” upfront.  If you have an issue which may scuttle the deal better to let the party know before you open the kimono, give them more information and ultimately waste everyone’s time.  Either they can accept the information and move forward or not.  And, nothing undermines credibility more than such an issue being discovered by the other party later in the process (which can scuttle the deal and possibility lead to a lawsuit).</p>
<p>Experts can also be brought in to do the diligence in niche, specialized areas like technology, industry or product.</p>
<p>What general topic areas are covered in the diligence process?  Each list of items is customized for the respective company and its industry.  Generally, the basics include:  financials (audited, if possible) going back five years, customer and sales information, product information, facilities, legal information, general corporate information (such as articles of incorporation, board minutes, etc), marketing, employee information, retirement and health plans, environmental information, patents or other technology-related information and more.</p>
<p>Due diligence is a process that must be done thoroughly and with care.  Missing something important can be a very costly mistake.  In the long run, hiring experts when necessary is a wise financial decision.</p>
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		<title>Guy Hands is a chump; or, M&amp;A 101</title>
		<link>http://www.hadleypartners.com/InReelTime/guy-hands-is-a-chump-or-ma-101/</link>
		<comments>http://www.hadleypartners.com/InReelTime/guy-hands-is-a-chump-or-ma-101/#comments</comments>
		<pubDate>Tue, 19 Oct 2010 05:10:57 +0000</pubDate>
		<dc:creator>david</dc:creator>
				<category><![CDATA[Content libraries]]></category>
		<category><![CDATA[Digital media]]></category>
		<category><![CDATA[Investment banking basics]]></category>
		<category><![CDATA[M&A]]></category>
		<category><![CDATA[Cerberus]]></category>
		<category><![CDATA[Citigroup]]></category>
		<category><![CDATA[David Boies]]></category>
		<category><![CDATA[EMI Group PLC]]></category>
		<category><![CDATA[Guy Hands]]></category>
		<category><![CDATA[Terra Firma Capital Partners]]></category>

		<guid isPermaLink="false">http://www.hadleypartners.com/InReelTime/?p=861</guid>
		<description><![CDATA[Man up, Guy, admit that you overpaid for EMI, and don't go looking for someone to blame for your potentially career-wrecking mistake...]]></description>
			<content:encoded><![CDATA[<p>In 2007, British private equity firm Terra Firma Capital Partners &#8211; controlled by one Guy Hands &#8211; bought legendary British music company EMI Group for £4 billion ($6.3 billion).  Citigroup played a dual role in the deal, acting both as sell-side advisor and as provider of acquisition financing for Terra Firma.</p>
<p>The deal has been a disaster.  EMI still owes £3 billion in debt to Citigroup.  The company is groaning under the weight of that debt and the continuing carnage in the music industry, declining sales of music CD&#8217;s, widespread piracy and growing but less lucrative sales of digital music.  Citigroup would have already foreclosed on the company if Terra Firma had not put over £100 million of additional cash into the company to make required debt payments.</p>
<p>So now Terra Firma is suing Citigroup, claiming that Citi defrauded Terra Firma when Citi&#8217;s banker told Guy Hands that Cerberus was also bidding for EMI and Terra Firma would have to top Cerberus&#8217; bid to win the property.  The trial started Monday in New York.</p>
<p>To which I reply, Guy Hands is a chump.</p>
<p>I don&#8217;t know the facts.  Citi could have told Terra Firma anything under the sun as far as I am concerned.  But it doesn&#8217;t matter.  Guy Hands and the rest of Terra Firma&#8217;s management have a fiduciary duty to their investors.  Even without reviewing the EMI purchase agreement, I am quite confident that there are no seller&#8217;s representations or warranties that Cerberus wanted to buy EMI.  Cerberus may have bid, or they may not have; but it doesn&#8217;t change the fact that Terra Firma should have done its diligence and concluded that they wanted to buy EMI at the price they paid.</p>
<p>David, you breathlessly ask, does that mean you lie to buyers about what is going on in the sales that you are managing for your clients?  No, it doesn&#8217;t mean that.  I play hard for my clients but I play fair.  I would not be stupid enough to answer a buyer&#8217;s question unless answering it serves my client.  If a bidder asks me what it takes to win, I will answer as authorized by my client.  If that same bidder asks me where competing bidder XYZ is coming in, I will likely tell that bidder to bid like they may not get another chance to acquire the property, because they might not.</p>
<p>And if a master of the universe like Guy Hands thinks that the company I am representing is worth more because a third party wants it, then I probably won&#8217;t go out of my way to disabuse him of that party&#8217;s interest.  But I won&#8217;t lie to him.</p>
<p>Finally, when you read about this trial in the papers, keep in mind that Citigroup provided over $4 billion in debt financing for the transaction.  Yes, they made two fees on the 2007 transaction &#8211; both the sell-side advisory fee and the financing fee.  But the profitability of the transaction is at risk because Citi did not successfully syndicate that debt and so stands to lose serious money if EMI can&#8217;t pay them back.  That doesn&#8217;t sound like the behavior of a bank that thought they were selling Guy Hands a pig in a poke, does it?</p>
<p>I know business is hardball, and Guy Hands is probably suing Citi to pressure them for concessions on the debt financing.  Maybe it will work.  But it&#8217;s bullshit.  Man up, Guy, admit (at least to yourself) that you overpaid for EMI, and don&#8217;t go looking for someone to blame for your potentially career-wrecking mistake.</p>
<p>Comments, anyone?</p>
<p>The Wall Street Journal has covered this saga well recently, <a href="http://online.wsj.com/article/SB10001424052748704763904575550163527268130.html?KEYWORDS=terra+firma" target="_blank">here</a>, <a href="http://online.wsj.com/article/SB10001424052748704300604575554173652933634.html?KEYWORDS=terra+firma" target="_blank">here </a>and <a href="http://online.wsj.com/article/SB10001424052702304410504575560350734156976.html?KEYWORDS=terra+firma" target="_blank">here</a>.  Subscription required.</p>
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		<title>2010.42 Digital Hollywood Day One:  Comments about Michael Eisner’s Keynote Interview</title>
		<link>http://www.hadleypartners.com/InReelTime/2010-42-digital-hollywood-day-one-comments-about-michael-eisner%e2%80%99s-keynote-interview/</link>
		<comments>http://www.hadleypartners.com/InReelTime/2010-42-digital-hollywood-day-one-comments-about-michael-eisner%e2%80%99s-keynote-interview/#comments</comments>
		<pubDate>Tue, 19 Oct 2010 04:47:14 +0000</pubDate>
		<dc:creator>megan</dc:creator>
				<category><![CDATA[Investment banking basics]]></category>
		<category><![CDATA[M&A]]></category>
		<category><![CDATA[Media or Technology events]]></category>
		<category><![CDATA[digital hollywood]]></category>
		<category><![CDATA[michael eisner]]></category>

		<guid isPermaLink="false">http://www.hadleypartners.com/InReelTime/?p=862</guid>
		<description><![CDATA[Michael Eisner was the first keynote speaker at Digital Hollywood in Los Angeles today.  He was engaging and funny.  I liked him; and I didn’t have preconceived notions.

<a href="http://www.hadleypartners.com/InReelTime/2010-42-digital-hollywood-day-one-comments-about-michael-eisner%e2%80%99s-keynote-interview/michael-e-2/" rel="attachment wp-att-875"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/Michael-e1-300x225.jpg" alt="" title="Michael e" width="300" height="225" class="aligncenter size-medium wp-image-875" /></a>Michael Eisner was the first keynote speaker at Digital Hollywood in Los Angeles today.  He was engaging and funny.  I liked him; and I didn’t have preconceived notions.

Key points:

1.	The first thing he wanted to talk about was his new game coming out via Facebook on November 1.  Lesson:  we are all working at a conference.  Don’t lose sight of why you’re really there.

2.	He is very positive on the movie industry; the worse shape it’s in, the more he likes it because that focuses creativity.
]]></description>
			<content:encoded><![CDATA[<p><a href="http://www.hadleypartners.com/InReelTime/2010-42-digital-hollywood-day-one-comments-about-michael-eisner%e2%80%99s-keynote-interview/michael-e-2/" rel="attachment wp-att-875"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/Michael-e1-300x225.jpg" alt="" title="Michael e" width="300" height="225" class="aligncenter size-medium wp-image-875" /></a>Michael Eisner was the first keynote speaker at Digital Hollywood in Los Angeles today.  He was engaging and funny.  I liked him; and I didn’t have preconceived notions.</p>
<p>Key points:</p>
<p>1.	The first thing he wanted to talk about was his new game coming out via Facebook on November 1.  Lesson:  we are all working at a conference.  Don’t lose sight of why you’re really there.</p>
<p>2.	He is very positive on the movie industry; the worse shape it’s in, the more he likes it because that focuses creativity.</p>
<p>3.	“Making movies for less can often lead to a better movie because you’re forced to be creative”.</p>
<p>4.	With a spectacular hit the genre overtakes the industry, whether or not that makes sense.</p>
<p>5.	You “should not bring an audience to the cost of a movie”.  For them, it’s about the experience.  Tiered pricing brings the audience into factors that shouldn’t be allowed to impact their experience.</p>
<p>6.	“Nothing will replace 2,000 years of story telling”.</p>
<p>7.	“I like going places where you can’t fall off the floor”.  Meaning – things are so bad you can only take them up.</p>
<p>8.	“The king of bankruptcy and risk is here in Hollywood,” where so many creative projects fail.  Keep that investment in a box so that it doesn’t take down the whole organization.  Silicon Valley comes next in the risk spectrum.</p>
<p>9.	A historic brand is a museum.  Ultimately, what matters is the product (stop making product and you’re dead).</p>
<p>10.	The changes in the entertainment industry are less than those within the general economy.</p>
<p>11.	Social media is just a different business.  Like the TV business is different from the toy business.</p>
<p>12.	Entertainment, by definition, is about change.</p>
<p>As I write these words of wisdom out I realize that I heard a visionary speak today.  He seemed so down to earth at the moment.</p>
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		<title>2010.41 My last week:  ITExpo; Digital Music Forum West: Caltech/MIT Enterprise Forum</title>
		<link>http://www.hadleypartners.com/InReelTime/2010-41-my-last-week-itexpo-digital-music-forum-west-caltechmit-enterprise-forum/</link>
		<comments>http://www.hadleypartners.com/InReelTime/2010-41-my-last-week-itexpo-digital-music-forum-west-caltechmit-enterprise-forum/#comments</comments>
		<pubDate>Thu, 14 Oct 2010 00:52:54 +0000</pubDate>
		<dc:creator>megan</dc:creator>
				<category><![CDATA[Content]]></category>
		<category><![CDATA[Content libraries]]></category>
		<category><![CDATA[Current affairs]]></category>
		<category><![CDATA[Digital media]]></category>
		<category><![CDATA[Media or Technology events]]></category>
		<category><![CDATA[Media technology]]></category>
		<category><![CDATA[Music libraries]]></category>
		<category><![CDATA[venture capital]]></category>
		<category><![CDATA[analytics]]></category>
		<category><![CDATA[andy wilson]]></category>
		<category><![CDATA[at&t]]></category>
		<category><![CDATA[awe.sm]]></category>
		<category><![CDATA[brands]]></category>
		<category><![CDATA[caltech/mit enterprise forum]]></category>
		<category><![CDATA[closed systems]]></category>
		<category><![CDATA[daily deals]]></category>
		<category><![CDATA[digital hollywood]]></category>
		<category><![CDATA[digital music forum west]]></category>
		<category><![CDATA[facebook]]></category>
		<category><![CDATA[flash sites]]></category>
		<category><![CDATA[from past time to prime time]]></category>
		<category><![CDATA[grp]]></category>
		<category><![CDATA[hank hutquist]]></category>
		<category><![CDATA[itexpo]]></category>
		<category><![CDATA[jay samit]]></category>
		<category><![CDATA[jonathan strauss]]></category>
		<category><![CDATA[local]]></category>
		<category><![CDATA[mark suster]]></category>
		<category><![CDATA[mayfield fund]]></category>
		<category><![CDATA[momentum ventures]]></category>
		<category><![CDATA[music]]></category>
		<category><![CDATA[net neutrality]]></category>
		<category><![CDATA[open systems]]></category>
		<category><![CDATA[page views]]></category>
		<category><![CDATA[rick alden]]></category>
		<category><![CDATA[roosevelt hotel]]></category>
		<category><![CDATA[sean moriarty]]></category>
		<category><![CDATA[skullcandy]]></category>
		<category><![CDATA[social capital]]></category>
		<category><![CDATA[social games]]></category>
		<category><![CDATA[social media]]></category>
		<category><![CDATA[social networking]]></category>
		<category><![CDATA[svnetwork]]></category>
		<category><![CDATA[touring]]></category>
		<category><![CDATA[walled gardens]]></category>

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		<description><![CDATA[Last week I dabbled in a few conferences and then committed to a panel.  What did I learn?

<a href="http://www.hadleypartners.com/InReelTime/?attachment_id=856" rel="attachment wp-att-856"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/IMG00485-20101007-1435-300x225.jpg" alt="" title="IMG00485-20101007-1435" width="300" height="225" class="aligncenter size-medium wp-image-856" /></a>
]]></description>
			<content:encoded><![CDATA[<p>Last week I dabbled in a few conferences and then committed to a panel.  What did I learn?</p>
<p><a href="http://www.hadleypartners.com/InReelTime/2010-41-my-last-week-itexpo-digital-music-forum-west-caltechmit-enterprise-forum/img00485-20101007-1435/" rel="attachment wp-att-856"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/IMG00485-20101007-1435-300x225.jpg" alt="" title="IMG00485-20101007-1435" width="300" height="225" class="aligncenter size-medium wp-image-856" /></a></p>
<p>At ITExpo in downtown my big takeaway was speed.  Evolution.  Regulation.  The cloud.  Opportunities continue to develop at an increasing pace.  And the battle of net neutrality continues.  Indeed, Hank Hultquist gave a riveting speech on the major issues and regulation that comprise net neutrality issues…from AT&#038;T’s viewpoint.</p>
<p>Panels at the Digital Music Forum West (Roosevelt Hotel) sometimes got confrontational, with the forces for change arguing against those with a vested interest in staying the same.  A few later panels were too politically correct and mutually supportive (for my taste).  But Rick Alden, SkullCandy’s CEO provided insight and emphasis on branding, which distinguishes how his company operates.  Visionary and charismatic (with freebees to hand out) he garnered a lot of questions and a crowd outside the main hall.  Best quote?  “The best ideas won’t come from sitting behind a desk”.  </p>
<p>Later panels on Brands &#038; Music and Touring explored further specific instances of how acts and brands can customize and define themselves.  The real message?  Define clearly who you are and your audience.  Then set yourself apart creatively in that context.  And don’t tie your brand to an artist; develop your own broader, richer personality.</p>
<p>The conference highlighted innovation (and spots that lack innovation) within the music industry.  As we all know, the music industry was ahead in getting hit with digital change, making mistakes in their response and now in coming up with new ideas to survive and prosper.  </p>
<p>The Caltech/MIT Enterprise Forum – From Past Time to Prime Time (on Social Networking) – was where I committed.  Kevin DeBre of Stubbs Alderton &#038; Markiles introduced.  Mark Suster of GRP and Jay Samit of SVnetwork spoke.  You want to hear the message straight?  They both deliver that.  Mark told us to look outside of walled gardens (if you rely only on Facebook they own your audience – keep your website) as both closed and open systems work.  Jay advised entrepreneurs to get between big trends and pick up the crumbs (great imagery).</p>
<p>The panel: Jay, Sean Moriarty (Mayfield Fund currently), Jonathan Strauss (awe.sm) and Andy Wilson (Momentum Ventures), with Mark Suster moderating.  The panel offered so many insights; I only have room to list a few.  The social capital that you bring to business is critical today.  Traditional analytics don’t work in social media…the space is so fragmented; do you want pages views or transactions?  Brands need to get where the customers are and realize that their “important” doesn’t matter as much as does their customers’.  Individuals now communicate across channels.  Local is (still) the great unsolved problem.  Women are over-served in the major success stories of the past few years:  daily deals, flash sites and social games (take the women away and…).  Tigertext effectively erases the record of your digital communications.</p>
<p>My conclusion on the week?  I’d prefer not to go to conferences/panels everyday (fun though they can be).</p>
<p>Next up, Digital Hollywood starting October 18.  I myself am on a panel on Wednesday, October 20.</p>
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		<title>2010:40 Exit strategies: practical realities for 2010</title>
		<link>http://www.hadleypartners.com/InReelTime/201040-exit-strategies-practical-realities-for-2010/</link>
		<comments>http://www.hadleypartners.com/InReelTime/201040-exit-strategies-practical-realities-for-2010/#comments</comments>
		<pubDate>Wed, 06 Oct 2010 21:51:41 +0000</pubDate>
		<dc:creator>megan</dc:creator>
				<category><![CDATA[Capital markets]]></category>
		<category><![CDATA[Current affairs]]></category>
		<category><![CDATA[Investment banking basics]]></category>
		<category><![CDATA[M&A]]></category>
		<category><![CDATA[exit strategy]]></category>
		<category><![CDATA[IPO]]></category>
		<category><![CDATA[m7a]]></category>
		<category><![CDATA[mergeres and acquisitions]]></category>
		<category><![CDATA[pwc]]></category>
		<category><![CDATA[vc venture capital]]></category>

		<guid isPermaLink="false">http://www.hadleypartners.com/InReelTime/?p=850</guid>
		<description><![CDATA[<a href="http://www.hadleypartners.com/InReelTime/?attachment_id=851" rel="attachment wp-att-851"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/Police-300x225.jpg" alt="" title="Police" width="300" height="225" class="aligncenter size-medium wp-image-851" /></a>

As I often say, I grew up in and out of Silicon Valley with a dad in high-tech.  So, early on I knew what venture capital is (along with “chips”, “boxes”, “burn rate” and other valley lingo).  The valley has changed; most of the orchards are gone and Tully Road is lined with company headquarters not the stables I visited in my teens.

Some things haven’t changed: Steve Jobs, Stanford University and the dead (cell) zone between Sand Hill and Page Mill Roads on 280.

But I’ve been surprised recently by the number of VCs saying – publicly and on panels - that any company looking for funding needs to have an exit strategy based around likely corporate buyers.  Basically, a company sale instead of an IPO.  The basis?  The practical reality is that VC backed IPOs (no, wait, all IPOs) have gotten fewer and harder to complete... 
]]></description>
			<content:encoded><![CDATA[<p><a href="http://www.hadleypartners.com/InReelTime/201040-exit-strategies-practical-realities-for-2010/police/" rel="attachment wp-att-851"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/Police-300x225.jpg" alt="" title="Police" width="300" height="225" class="aligncenter size-medium wp-image-851" /></a></p>
<p>As I often say, I grew up in and out of Silicon Valley with a dad in high-tech.  So, early on I knew what venture capital is (along with “chips”, “boxes”, “burn rate” and other valley lingo).  The valley has changed; most of the orchards are gone and Tully Road is lined with company headquarters not the stables I visited in my teens.</p>
<p>Some things haven’t changed: Steve Jobs, Stanford University and the dead (cell) zone between Sand Hill and Page Mill Roads on 280.</p>
<p>But I’ve been surprised recently by the number of VCs saying – publicly and on panels &#8211; that any company looking for funding needs to have an exit strategy based around likely corporate buyers.  Basically, a company sale instead of an IPO.  The basis?  The practical reality is that VC backed IPOs (no, wait, all IPOs) have gotten fewer and harder to complete.  </p>
<p>According to PWC in a recent report, during Q2 2010 the number of IPOs filed tripled to 39 (raising $16.6 billion) from 12 (raising $5.1 billion) in 2009.  But that number was down from the comparable period in 2007 during which 79 deals raised $21.1 billion.  And the numbers being filed have been tapering each month.  15 IPOs were pulled or postponed in the latter two months of the quarter.</p>
<p>While the stats on VC-based M&#038;A exits I’ve heard have ranged – the reality is that company sales are now the prevalent exit strategy for most VC funds.  (And, to be fair, I think that any stats with respect to recent exits has to consider the impact of the bad economy over the past two years; the IPO market may not have been open but many companies were going belly up and not deprived of capital due to market issues – though those definitely existed as well – but rather operating ones).</p>
<p>So, anyone can quote numbers.  What is the deeper analysis?<br />
Key trends have changed:</p>
<p>1.	Being a public company is much more expensive than it was ten years ago (I heard a quote from a lawyer yesterday saying that SOX compliance alone can cost $1 million per year these days).<br />
2.	Law suits, director liability, increased governmental encroachment into business affairs, complicated tax structures, uncertainty of future regulations and taxes…<br />
3.	I know my part of the world: smaller middle market or growth companies.  Scale and deep pockets help in an economic downturn with more limited access to capital.<br />
4.	The larger companies are sitting on pools of cash (if lucky) and willing to buy growth.<br />
5.	The IPO market is still tough.  VCs and their investors don’t always want to, or can’t, wait.<br />
6.	Even after a company completes an IPO, it often takes a year or two for the investors to get liquid on their stock – assuming it is still a decent valuation.  A sale gets investors all/most of their liquidity at closing.<br />
7.	The role of the research analyst has changed (contact me offline on this point, if interested).<br />
8.	VC funds have had a bad ten year period overall (with the industry, though not all funds, being down for the period).  They need to show some positive returns and M&#038;A has been more closable than IPOs.</p>
<p>I’ll stop there because otherwise I’ll venture too far into opinion and politics.</p>
<p>But the practical lesson is that M&#038;A is now – correctly or incorrectly – viewed as the probable exit strategy.  You better know who might be a good potential buyer for your company when meeting with investors. </p>
<p>Saying that an M&#038;A exit was the expected outcome used to be heresy.  Now it’s the “new normal” (with a bow to PIMCO for the phrase).</p>
<p>Photo credit to Ana Berman</p>
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		<title>2010.49 Media Innovations Summit 2010:  22 points from day one</title>
		<link>http://www.hadleypartners.com/InReelTime/2010-49-media-innovations-summit-2010-22-points-from-day-one/</link>
		<comments>http://www.hadleypartners.com/InReelTime/2010-49-media-innovations-summit-2010-22-points-from-day-one/#comments</comments>
		<pubDate>Wed, 29 Sep 2010 23:15:28 +0000</pubDate>
		<dc:creator>megan</dc:creator>
				<category><![CDATA[Current affairs]]></category>
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		<description><![CDATA[<a href="http://www.hadleypartners.com/InReelTime/?attachment_id=833" rel="attachment wp-att-833"><img src="http://www.hadleypartners.com/InReelTime/wp-content/uploads/IMG00442-20100927-1017-1-300x225.jpg" alt="" title="IMG00442-20100927-1017-1" width="300" height="225" class="aligncenter size-medium wp-image-833" /></a>

1.	 Mark Cuban – in person – is engaging, friendly, brilliant, insightful, knowledgeable and says things that others lack either the insight or courage to say.
2.	Be careful what you write about people in blogs because you may once meet them in person.  (Scroll down to see my blog on Mark Cuban and Lions Gate).  (Will probably put the link once I post the blog).
3.	Mark Cuban, “You don’t live in the world that you were born in.”
4.	Smaller conferences have some strong advantages – at Media Innovations Summit the panelists mingled freely among the attendees, introduced themselves and watched many of the other panels.]]></description>
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<p>1.	 Mark Cuban – in person – is engaging, friendly, brilliant, insightful, knowledgeable and says things that others lack either the insight or courage to say.<br />
2.	Be careful what you write about people in blogs because you may once meet them in person.  (Scroll down to see my blog on Mark Cuban and Lions Gate).<br />
3.	Mark Cuban, “You don’t live in the world that you were born in.”<br />
4.	Smaller conferences have some strong advantages – at Media Innovations Summit the panelists mingled freely among the attendees, introduced themselves and watched many of the other panels.<br />
5.	A focused theme centered around well reasoned and articulated panels draws your panelists into other sessions and creates an engaging environment.<br />
6.	Content providers have to contend with numerous devices; being too dedicated to one (iPad/iPhone apps) cuts you off from that group of consumers without that device (credit to fellow Blackberry devotee Joanne Burns, EVP at 20th Television, Fox, a Keynote speaker, for this and numerous other insights).<br />
7.	Okay, one more from Joanne – don’t mirror your content across platforms.  Make it engaging and show personality.  Adapt to the platform and its potential.  Interact.  Tell a story.<br />
8.	TV everywhere?  Define TV.<br />
9.	 “TV is the best alternative to boredom,” Aaron Spelling via Mark Cuban.<br />
10.	Define TV?  Define Channel.  “What is a channel will change,” Phil Wiser of Sezmi.<br />
11.	Sezmi and Boxee are hot.<br />
12.	TV everywhere is “a wide open game”.  It is rolling out as we speak; but how do you make money from it (hint:  trial, error and prayer).<br />
13.	In the past, curated content was delivered to consumers; now consumers choose when and on what platform (or they go elsewhere).<br />
14.	My favorite quote (if you said it or know who did – email me) is that the service providers need to get past the consumer thinking that there is nothing to watch on TV.<br />
15.	Aggregators find ways of getting paid; they help the consumer find things.  Now comes further personalization.<br />
16.	Consumers care about ease.<br />
17.	Fragmentation is only getting worse; the top tier of content (measured by consumption not quality) continues garnering a higher percentage of money and audience.  The long tail continues getting longer.<br />
18.	Everyone admires Netflix; not everyone likes Netflix.<br />
19.	Why did Showtime and HBO develop their own content?  Because they paid a lot for studio content, everyone paid a lot for the same studio content and nothing was left to distinguish anyone.  So, they created premium content to distinguish themselves.  Today (history repeats) and everyone is paying a lot for the same content.  Conclusion: paying a lot for the same content doesn’t distinguish you.<br />
20.	3D fills the consumers’ desire to immerse and escape reality.<br />
21.	With so much content available (for example 100,000 video clips or more downloaded onto the Internet daily) how do you distinguish yourself?  Hint: no one has the full answer yet.  If you know, please email me privately.<br />
22.	Interactivity?  Soon, soon…</p>
<p>My thanks to Bob Gold, of Bob Gold and Associates (PR maven).</p>
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