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THE FINAL RECKONING -3

July 23, 2021

UPDATED

After having a look at Fortress Capital Group it would be interesting to learn how this loan shark came into Michael Jackson’s life and what kind of people ‘helped’ Michael to find it.

Let us see who these remarkable people were.

PRESCIENT ACQUISITIONS

Fortress Capital group was brought in by a certain Prescient Acquisitions company. Prescient is based in New York and is headed by Darien Dash who is the first cousin of hip-hop entrepreneur Damon Dash and so must have connections in the entertainment business.

As is usual with Michael Jackson’s do-gooders Darien Dash filed a lawsuit against him (on July 11, 2005). 

The Prescient case was heard before the federal judge in the Southern District Court of New York and here is the judge’s ruling which states the essential details of the case.

I’ll comment on some excerpts from it:

US District Court, New York (Jul 21, 2006)

PRESCIENT ACQUISITIONS GROUP, INC. V. MJ PUBLISHING TRUST

This is an action by Prescient Acquisitions Group against the recording artist Michael Jackson and certain entities affiliated with him. Plaintiff alleges that it is owed $48 million in fees by defendants MJ Publishing Trust and MJ-ATV Publishing Trust for financial advisory services. Specifically, plaintiff asserts it successfully secured refinancing of an existing $272,500,000 debt owed to Bank of America, as well as $537,500,000 in additional financing to allow the exercise of a “Put Option” to purchase the remaining interest of Sony/ATV Publishing Trust LLC in the library of songs written by the Beatles.

The above sums are the first surprise. So Darien Dash claimed that he found a company that was not only to provide $272,5mln to buy Michael’s BOA loan, but also $537,5mln in addition to the above? The documents don’t confirm it, so even to the judge Darien Dash couldn’t resist exaggerating things!

The biggest offer from the financing company approached by Dash was $537,5 mln which the initiators of the project hoped would be enough to buy Michael’s BOA loans and purchase Sony’s half in the Sony/ATV. Who told them that Sony was ready to sell we have no idea.

It is true that in the winter of 2005/06 a certain “Put” condition in Michael’s agreement with Sony was coming into effect which allowed both parties to “put” their proposal to buy each other’s share, however it seems that it was more wishful thinking than reality even from the point of view of increasing Michael’s debt by hundreds of millions more which had to be repaid too, not to mention Sony’s possible refusal and other factors. Most probably the desired purchase of Sony’s share was Randy Jackson’s fixed idea which he somehow managed to impress on Michael. 

The above plan was never realized however Darien Dash still wanted a 9% fee of the prospective $537,5mln which amounted to $48 mln.

The judge continues:

Defendants argue that the parties entered into the alleged agreement on November 17, 2004, and the plaintiff corporation did not exist until early 2005.

Plaintiff alleges that on November 17, 2004, Mr. Dash executed an agreement on behalf of “Prescient Capital Corporation”, an entity that “he intended to incorporate formally in the near future”.

The complaint alleges that Dash was the pre-incorporation promoter of Prescient, that he entered into a written agreement with MJ Publishing Trust on behalf of Prescient, and that the corporation ratified the acts of the pre-incorporation promoter through its performance of the contract and its efforts to enforce the contract.

So Prescient is remarkable in its very special way – it was simply non-existent at the time when it allegedly executed an agreement with MJ Publishing Trust as it was formed only four months later, in March 2005.

Well, well…

Under the alleged agreement, Prescient Group agreed to act as a financial advisor to MJ Publishing Trust and secure financing of debt owed to Bank of America. In exchange for such services Prescient group was to be paid 9% of the principal amount funded or committed and advisory fees [ ] .

The complaint alleges performance of the contract through Prescient’s arrangement of the required financing through Transitional Investors LLC and Fortress Investment Group LLC. Plaintiff also alleges that despite its demands for payment under the agreement, defendants have “failed and refused to pay Prescient” its fees.

Neither MJ-ATV Publishing nor Mr. Jackson are alleged to have been signators to this agreement.”

The above contains two big surprises. The first is that besides Fortress the major investor in the deal was Transitional Investors LLC.  But a much bigger surprise is that Darien Dash’s lawsuit did not even claim that the agreement with Prescient was signed either by Michael Jackson or his MJ/ATV Publishing Trust.

But if even Darien Dash says that Michael Jackson did not sign their agreement then who did? And what document was actually signed?

This is when two new players enter the scene – Perfect Circle Entertainment and Don Stabler.  At least one of them was also part of the Prescient lawsuit, so the judge continues:

 “On March 24, 2006, I granted Perfect Circle Entertainment, Inc. (Perfect Circle) leave to intervene in this action as a plaintiff. Perfect Circle alleges that it is the party who brought together plaintiff and the Jackson interests. It asserts claims against all defendants for breach of contract and unjust enrichment.

[..].Perfect Circle moved to intervene in the action. The intervenor complaint alleges that Don Stabler, the authorized agent of MJ Publishing trust, MJ-ATV Publishing Trust, and Mr. Jacksoncontacted Perfect Circle in order to secure refinancing on a debt owed to Bank of America. Perfect Circle alleges that, in response to this request and with the defendants’ knowledge and consent, it secured Prescient Group to assist in the search of refinancing.

Perfect Circle asserts in the Intervenor claim that Prescient group was its agent and partner. It brings no claims against Prescient Group and does not allege that Perfect Circle is a party to the contract with the defendants. Perfect Circle relies upon the agreement between PCC/Prescient Group and Perfect Circle, which states that Perfect Circle is to be  compensated through and under PCC/Prescient Group. From the forgoing, Perfect Circle claims that defendants MJ Publishing trust, MJ-ATV Publishing trust, and Mr. Jackson were unjustly enriched. It also claims to be a third-party beneficiary of the alleged contract between Prescient Group and the defendants. [ ] It alleges that, “but for Perfect Circle’s actions, the refinancing and restructuring of defendants’ debt which took place would not have been possible.”

https://www.casemine.com/judgement/us/591470a3add7b04934360881#

This particular lawsuit went nowhere, but according to Randall Sullivan the Dash family sued Michael Jackson ten times the following year (2007) as a result of which Michael did have to settle 😦 but the legal proceedings resulted in a treasure trove of documents and depositions that will eventually clear this mess for us. 🙂  

It is among these documents that we find a certain “commitment letter” from Transitional Investors which was signed by Don Stabler on February 28, 2006 on behalf of Michael Jackson.

But who on earth is Don Stabler?

DON STABLER

Don Stabler was an associate of Michael’s younger brother Randy Jackson, hired by him in the summer of 2004 to fix Michael’s tax problems. According to Roger Friedman, Randy Jackson turned to Stabler “to bypass Michael’s longtime accountant Allan Whitman.”

Was Don Stabler an authorized agent of MJ Publishing Trust as he claimed he was?

Certainly not. He didn’t have any official position with Michael Jackson’s Publishing Trust, no power of attorney, no nothing, and certainly no right to sign any documents on Michael’s behalf.  

Stabler was just an accountant hired by Randy Jackson who took it upon himself to manage his brother’s business while Michael was fighting in court the Arvizo fraudulent case.

According to Stabler’s deposition (the snippets of which are found on Marco Balletta’s site), he was introduced to Michael Jackson in July 2004. Initially, Michael liked him but later named him as a key villain who coerced him into a dubious deal and led him to a multitude of lawsuits that eventually forced him into a settlement with Prescient.

Roger Friedman reported that Michael settled with Prescient for $5 million which was an enormous sum for him at that moment  – after the 2005 trial he was so cash-stripped that he couldn’t pay some outstanding $300,000 even to Thomas Mesereau. This wasn’t bankruptcy as he still had three enormous assets – two catalogs and the Neverland ranch, but some were pledged as collateral for the BOA loans and he didn’t want to sell them though the sale would have brought him the necessary cash.

Here is the archived NY Daily News article which tells the story of Michael’s relationship with Stabler (slightly shortened):

Singer says his brother and pal tried to cheat him out of fortune

By THOMAS ZAMBITO
DAILY NEWS STAFF WRITER

Sunday, June 17th 2007, 4:00 AM

Michael Jackson claims he was nearly swindled out of his fortune during his kiddie-sex trial and only the wise counsel of the Rev. Jesse Jackson and billionaire Ron Burkle saved him.

The behind-the-scenes battle over the pop star’s finances is detailed in a sworn deposition he gave for a federal lawsuit scheduled to go to trial this week.

There is a possibility that Jackson himself might even be called to testify.

The seven hours of transcripts obtained by the Daily News reveal that the agitated entertainer was convinced his money woes were fueled by a cadre of disloyal advisers who stole from him while he was busy fighting criminal charges.

The Gloved One even fingered a man close to his older brother Randy as a key villain.

It was an ordeal that left Jackson bitter about the industry in which he’s spent his entire life.

“It’s full of sharks, charlatans and imposters,” he said in testimony taken last summer in Paris.

“Because there’s a lot of money involved, there’s a bunch of schmucks in there,” Jackson said. “It’s the entertainment world, full of thieves and crooks. That’s not new. Everybody knows that.” [..]

But during breaks in the trial, Jackson says he was being pressured to sign off on a multimillion-dollar financing deal by Don Stabler, an associate brought in by brother Randy, his go-to guy on financial matters during much of his career.

Jackson initially took a liking to Stabler after Randy introduced them.

“He reminded me of people that live in mid-America like Indiana,” Jackson testified.

Stabler was persistent, at one point during the trial sending a message through one of Jackson’s Nation of Islam security guards that questioned the singer’s faithfulness to his African-American heritage.

By then, Jackson had turned to Burkle, the billionaire pal of former President Bill Clinton, for financial help. Burkle brought in Jesse Jackson, who’s known Michael Jackson since his Jackson 5 days, to help with the consultation.

Burkle was calling him on the cell phone during bathroom breaks, warning him not to sign anything, Michael Jackson said.

Stabler wasn’t happy, Jackson said.

“[Stabler] said, ‘What’s the problem? You’re not down, you’re with the Jews now. You’re not down with blacks anymore,'” Jackson testified.

“It was unkind,” Jackson added. “It was mean. It was meanspirited. It was nasty. Simply because he couldn’t get me to sign something that he wanted me to sign.”

The next time Jackson saw Stabler “he wanted to take my head off.” And his brother Randy wasn’t too happy, either.

Randy later claimed that Jackson and his staff had run up a $700,000 bill on his American Express card during the trial, which Jackson said he would repay.

It wasn’t the first time that Stabler teamed with Randy in trying to get him to sign off on a deal, Jackson claimed.

At a meeting in a bungalow at the Neverland ranch, Jackson said he had his mother at his side when he fought off another proposal.

“And I vehemently told them, ‘No, I am not signing this,'” Jackson recalled. “And I just remember how angry, the intensity of the anger in the room. And so they marched out.”

Jackson made his comments when he was grilled by lawyers for the Hackensack, N.J., finance company that is suing the singer in Manhattan Federal Court. The firm, Prescient Acquisition, is owned by businessman Darien Dash, who claims Jackson stiffed his company out of $48 million.

According to Dash’s lawyer Steven Altman, Dash was due the money for helping Jackson refinance a $272 million bank loan and secure $573 million in financing to buy out Sony’s half of the Beatles’ song catalogue that Jackson co-owned.

But Jackson claimed he’s never heard of Dash, a cousin of hip-hop impresario Damon Dash, and doesn’t remember signing any agreement.

No wonder Michael said that he had never heard of Dash and never signed any agreement with him – Dash himself didn’t allege it even in his lawsuit.

However Prescient still sued Michael Jackson because Don Stabler claimed he was authorized to represent him and in this capacity agreed to pay Prescient 9 percent of the overall sum if they raised enough money to buy out the BOA loans and Sony’s half of the catalog.

“Stabler agreed to pay Prescient/Dash a nine percent fee for finding financing to replace Jackson’s $270 million at Bank of America. Dash found Fortress, which offered over $500 million to help Jackson buy out Sony in his agreement. That much wasn’t needed, but Dash is asking for his fee on that amount.

CHAIN OF EVENTS

To bring some clarity into this phantasmagoria let us make a short summary of the events already known to us.

  • The maturity date of Michael’s loans from Bank of America was December 20th, 2005. Two years before that Michael asked Charles Koppelman to find a way to restructure his loans. Koppelman was an official advisor imposed on him as a must-have by Jane Heller of BOA (this was her standard practice with others too as this paper shows).
  • Koppelman arranged a deal with Goldman Sachs which envisaged the sale of Michael’s catalogues to repay the loans (probably not in full), as well as the creation of a bigger venture with Goldman Sachs and Sony where Michael would have a 10% share and 2 seats in the 7-10 membership committee. According to Goldman Sachs’s estimation in five years the company would be a multi-billion dollar venture and MJ could sell his share at a very good price if he so wished. Branca worked on bettering the terms of the deal for Michael, but also advised him that he wouldn’t have much control in the venture. Ultimately Michael refused.
  • While the talks over the Goldman Sachs offer were still going on, Randy Jackson decided to bypass Koppelman, Branca and MJ’s accountant Allan Whitman, who was involved in the negotiations with Goldman Sachs, and find an alternative source of financing which would enable Michael not only to buy his loans from BOA, but also acquire Sony’s half of the Sony/ATV catalog. Randy entrusted Don Stabler with the task.
  • Stabler found a certain “Perfect Circle”.
  • “Perfect Circle” went to Darien Dash of “Prescient” and the two of them happily signed an agreement (see the judge’s ruling for that) to find an investment company to finance the project.
  • As an “authorized representative of Michael Jackson” Don Stabler promised Prescient a 9% commission on the money raised. In return Stabler and Perfect Circle expected to get their share of the commission. The deal between Stabler and Dash was based on more than a shaky ground as Don Stabler said he was authorized to sign for MJ (though he wasn’t), and Darien Dash said that he acted as the head of Prescient (though the company didn’t even exist at that moment). 
  • Darien Dash of Prescient made some calls, apparently using his cousin’s connections in entertainment business, and found Transitional Investors LLC who in their turn brought in Fortress Capital Corporation.

At this point let us turn to the documents from another Prescient lawsuit and see what happened next (the documents are provided by Marco Balletta).

TRANSITIONAL INVESTORS

An attentive look at Transitional Investors LLC. documents makes it clear that they were central to the negotiated deal.

This company offered their finances to Michael Jackson in a Letter of Intent which was sent to him on December 30, 2004. Even the name of the document suggests that it was non-binding on the parties as it stated only their intentions.

The intentions of Transitional were to buy $272,5 mln MJ’s loans from Bank of America and provide Michael Jackson with the additional $200 mln to buy out Sony’s share in Sony/ATV (“Sellers”), as well as give him $20 mln in direct payment. The fees and expenses amounted to $45 mln which was about 10% of the deal, and the overall sum came to $537,5mln to be lent to Michael Jackson.

The financing was to be done by Transitional Investors and River Capital Funding (the entity related to Transitional).

The Letter of Intent (LOI) is 6 pages long so is reproduced here only in its key points:

TRANSITIONAL INVESTORS LLC

December 30, 2004

Dear Mr. Jackson:

Transitional Investors, LLC (“TI”) and River Capital Funding, Inc. (“RCF”) are pleased to submit this non-binding Letter of Intent (“LOI”) to provide senior and subordinated debt and equity financing in support of the Michael Jackson Trust’s (“MJT”) refinancing of its existing debt and exercise of its option to acquire the fifty percent (50%) of Sony/ATV which it does not currently own (the “Financing”) from Sony Music Enterprises (“SME”) and Sony Music Enterprises, Japan (“SMEJ”) (collectively the “Sellers”) RCF is a related investment entity of TI.

1. TI currently contemplates that a new, bankruptcy remote, special purpose entity (the “SPE”) shall be formed to hold the entire Sony/ATV music library upon consummation of the Financing. TI contemplated the following loans and investments to the SPE. MJT shall be the sole 100% owner of all interest in SPE subject to any conversion of preferred stock contemplated herein.

a) The Senior Secured Credit Facility: TI contemplated arranging a $420,000,000 Senior Secured Credit Facility to be secured by the entire Sony/ATV music library and all other assets of Sony/ATV (the “Assets”).

b) The 15% Subordinated Notes: TI contemplates providing $80,000,000 of Subordinated Notes to the SPE. The Subordinated Notes shall pay 10% currently (paid quarterly in arrears).

c) Redeemable Convertible Preferred Stock: TI further contemplates providing $37,000,000 in Preferred Stock to the SPE. […]

The SPE shall use the proceeds to disburse about $272,000,000 to the MJT and $200,000,000 to the Sellers and to pay fees and expenses associated with the Financing as well as to make a direct distribution of $20,000,000 to Mr. Michael Jackson.

Transaction Sources and Uses ($millions)

Use of Proceeds:

Refinance existing debt of MJT                                               272.5

Exercise option to purchase 50% of Sony/ATV                    200.0

Distribution to Mr. Michael Jackson                                       20.0

Fees, Expenses and Working Capital                                      45.0

 …………………………………………………………………………………537.5

Sources of Financing:

Subordinated Notes                                                                   80.0

Senior Secured Credit Facility                                                 420.0

Preferred Stock                                                                           37.5

…………………………………………………………………………………537.5

TI is prepared to commence detailed negotiations immediately and we are confident we can complete the Financing within thirty (30) to ninety (90) days from the date of execution of this LOI. [ ]

6. BREAK-UP FEE

In the event that TI and its financing partners provide MJT with a Commitment Letter of financing that will provide MJT $537,500,000 subject to specified deliverables required under this agreement within 30 to 90 days of this LOI [ ] and MJT chooses to cancel or withdraw from this financing, MJT shall pay to TI a break-up fee as liquidated damages in the amount of Three Million Dollars ($3,000,000).

After TI has provided its Commitment Letter to MJT to provide the financing contemplated by this agreement and are working to complete all necessary closing conditions, and MJT chooses alternative financing or sale arrangements, including selling its MJT interest in Sony/ATV to Sony or any other affiliated or unaffiliated Third Party, MJT shall pay to TI a total break-up fee as liquidated damages of nine percent (9%) of the entire transaction value contemplated. This break-up fee will be payable at the closing of any alternative financing or sale. This provision will remain in effect 360 days after the expiration or the termination by MJT of this agreement.

MJT may terminate this agreement in writing and without clause, by giving fifteen (15) days notice to TI.

8. CONFIDENTIALITY

TI hereby understands and agrees that MJT and its business relations, records, documents, financial conditions and all related information obtained under this agreement are private and TI shall maintain at all time the complete, full and unfettered confidentiality of MJT’s business and information and shall not disclose any such information to any third party who is not part of this transaction. [ ]

9. CONTACT INFORMATION

Please direct all communications with regard to our Proposal to:

Darien Dash, Managing Director

Prescient AG

Dec.29, 2004

A separate page of the Letter of Intent contains another “clause 9” (a numeration mistake?) and Michael Jackson’s signature.

9. VALIDITY OF THIS AGREEMENT

Other than Sections 1,4,6,7 and 8, this LOI is not intended to constitute a binding and enforceable contract of the parties and may be withdrawn or terminated for any or no reason upon written notice of any party to this LOI. The terms of this LOI are proprietary and may not be shared with any third parties other than financial, accounting and legal advisors, representatives, banking institution, trust and others assisting MJT or the Sellers with respect to the proposed Financing.

We are enthusiastic about the prospect of providing the Financing to MJT. We look forward to receiving your response and to working with you throughout the remainder of the due diligence process. Please feel free to contact us with any questions or comments.

Very Truly Yours,

Transitional Investors, LLC

Stuart Shelly, Managing Director

Understood and agreed to on this 20th day of January 2005

By Michael Jackson

(Michael Jackson’s signature)

https://imgur.com/a/NDjLW?nc=1

You see that the last page of the Letter of Intent is really signed by Michael Jackson. What catches the eye though is that the letter was sent on December 30, 2004 but was signed only three weeks later – on January 20, 2005.

The delay suggests that Michael was not that supportive of the idea to buy Sony’s share and borrow twice as much money for it. Eventually, he did sign, probably to explore this non-binding option or the decision could be even forced on him – after all, we know that the pressure from Stabler and Randy was overwhelming and even nasty, as MJ said.    

However, the Letter of Intent stated the intentions only and the deal could be finalized if Michael signed the “Commitment Letter” which he never did.

THE COMMITMENT LETTER

The Commitment Letter from Transitional Investors was sent to Michael a week later – with a copy going to Don Stabler.

This second letter contained two important changes – firstly, instead of River Capital Funding named in the Letter of Intent, it now referred to Fortress Capital as Transitional Investors’ partner with whom Transitional managed to create a joint venture during the three weeks pause in their correspondence with MJ.

The other big change was that though the option to buy Sony’s share was still mentioned, no financial commitments were made in this respect. And the sum also changed – now it was $330 mln including 20 mln in direct payment to MJ. The Term Sheet (the paper stating the terms and conditions of the deal) contained an even lower figure — $207,5 mln, but this is probably because the remaining pages of the Term sheet are missing here.

But what is perfectly clear is that the option to buy out Sony’s share was no longer there.

The Commitment letter is provided below, but first here is another comment from Roger Friedman who offered an explanation why the option to buy Sony’s share in Sony/ATV was no longer an issue:

According to the sketchy information I’ve been able to cobble together:

Last November, Randy hired Prescient to  find someone who would help Michael buy out his $270 million worth of loans from Bank of America. Prescient used another firm, called Transitional, and it located New York debt buyers Fortress Investments.
Here’s the important part: Fortress said it would pony up over $500 million so Jackson could pay off the Bank of America loans and buy the half of Sony/ATV Music Publishing he doesn’t already own.

Two problems came out of this.
One was that Prescient had gotten Michael, Randy or Randy’s lawyer – a guy named Don Stabler who is identified in the lawsuit as the “authorized agent” of Michael Jackson Publishing Trust – to sign an agreement with Prescient [VMJ correction: MJ didn’t sign it].The agreement said that if Prescient found someone to bail Michael out, the firm would get a whopping 9 percent commission on the total amount pledged.
Nine percent of $537 million is $48 million. That’s what Prescient says it is now owed.

But wait: Fortress bailed out Michael from Bank of America for only $270 million. What happened to the other $267 million? Well, it seems someone forgot to tell Prescient that Michael actually can’t buy “the other half” of Sony/ATV Music Publishing just because he suddenly has the money. The 1995 combining of Sony’s publishing division and ATV was just that: a merger. Among other things, Sony has the right to say no to a buyout.
Someone gave Prescient bad information, which it may have passed on to Fortress. So Fortress wound up buying only Jackson’s Bank of America loans.

What happens next? Does Michael even know what’s going on? No one knows.

Well, now we know that Michael knew nothing about it – he didn’t know Darien Dash, he didn’t sign any agreements with his Prescient company and he certainly didn’t know that he would have to pay 9% on half a billion promised by Stabler on Michael’s behalf.

Michael Jackson was too busy with the trial which was at the stage of pre-trial hearings then, and he even attended some of them, for example, the one where Thomas Mesereau questioned Tom Sneddon.

In the meantime, Transitional was waiting for Michael Jackson’s reply to their Commitment Letter.

Here it is:

Transitional Investors LLC

January 27, 2005

Michael J. Jackson

C/O Don Stabler

STABLER &ASSOCIATES

Re: COMMITMENT LETTER FOR BRIDGE FINANCING

Dear Mr. Jackson:

Pursuant to the LOI executed between the parties with respect to the refinancing of certain of the MJ Publishing Trust existing debt and the exercise of the option to acquire the 50% interest of Sony ATV, Transitional Investors LLC (“TI” a joint venture partner of Fortress Investment Group, LLC “Fortress”) is pleased to provide you this Commitment Letter to confirm our intention to provide you the bridge loan for refinancing the entire Bank of America debt.

The bridge financing outlined in the attached term sheets and transaction sources and uses, represents approximately $330,000,000, including $20,000,000 to you. TI and Fortress is prepared to provide you clear evidence of the availability of the funds for this transaction. [ ]

Thank you once again for allowing us to serve you in this very important financing.

Very truly yours,

Transitional Investors LLC                                                                       Fortress            

Stuart Shelly                                                                                

Managing director                                                                                    (no signature)

As I already said the attached Term sheet stated a lower sum of $207,5mln which was to be secured by two Michael’s catalogs and royalties paid to him, with the exception of Neverland.

The duration of the agreement was one year only, so a year later Michael Jackson was expected to repay to Transitional the principal sum of $207,5mln with the addition of 2% funding fee, the interest rate called Libor (London Interbank Offered Rate ), and extra 2,5%  on LIBOR (“250 basis points”).

Here is the attached Term Sheet:

Term sheet

Senior Bridge Loan

AMOUNT                                          $207,500,00

BORROWER                                     MJ Publishing Trust

FUNDING FEE                                  2% (Same as Sources and Uses of Funds)

INTEREST                                         Libor plus 250 basis points

MATURITY                                       One year from funding

COLLATERAL                                    All of the assets of MJ Publishing Trust, including the 50% interest in Sony/ATV owned by the MJ Publishing Trust, the MIJAC catalog, and the BMI royalty rights payable to Michael Jackson

GUARANTOR                                   Michael Jackson

[…]

BREAK-UP FEE                                 As per the LOI

By execution hereof the undersigned represents that he is authorized to act on behalf of MJ Publishing Trust and Michael J.Jackson.

Accepted this 28th of February, 2005

Signed by

Don Stabler

Authorized Representative of MJ Publishing Trust and Michael J. Jackson

So it was Don Stabler who signed the Commitment letter fraudulently calling himself “the Authorized Representative of MJ Publishing Trust and Michael Jackson”.

The cost of the fraud was 3 million dollars as the moment this letter was signed Michael Jackson was already obliged to pay the above amount to Transitional in case he refused the deal.  

What catches the eye again is that the Commitment letter was sent on January 27th, but was signed by Stabler only one month later, on February 28, 2005.

This is more than a clear sign that Michael consistently refused to sign a deal with Transitional, though Stabler surely pressured Michael, up to using the race card against him and calling him during the trial bathroom breaks.

And what a wonderful date was chosen by Stabler for putting his signature under that agreement!

February 28th, 2005 was the date when the trial commenced. On that first day, the prosecution started with reading the Indictment which was followed by Thomas Sneddon’s opening statement. And it was on this day that Stabler was calling Michael Jackson during the breaks.  

UPDATE: The missing Term sheets have been found. One was for $80 mln to be provided as a “bridge” loan at a 2% fee and 15% interest rate [Bridge loans are short-term financing provided until the client secures permanent financing, usually done at a high interest rate] and the other was for $40 mln to be provided in “Preferred stock” at a 2% fee.

What’s top important is that both were also signed by Don Stabler, who thus obliged Michael to repay all these sums plus 9% of them to intermediaries like Stabler, Dash and Perfect Circle.

WAS THE DEAL WORTH IT?

Now was the deal Stabler insisted on worth all the effort and was it of any use to Michael?

No, it was not. The proposed agreement wasn’t extending the loan to five or ten years, for example, within which Michael could have repaid it little by little but was for one year only, so it didn’t alleviate Michael’s situation in any significant way. In fact, considering the fees it was actually the same as the BOA loan which was to mature also a year later.  

Moreover, this deal was burdened with an additional 9% to Prescient that was to be paid on half a billion dollars which MJ didn’t get and probably didn’t even ask for.  So instead of the original $272,5 mln owed to Bank of America, Michael would owe approximately the same sum (plus the additional loans – see the UPDATE) and all the fees and interest rates to Transitional, as well as extra $48 million owed to Prescient.

Even laypeople like us understand the absurdity of the deal, however Don Stabler did sign it, obviously hoping to get a share out of the 9% promised by him to Prescient.

When asked at a deposition about how he came to the idea of a 9% commission Stabler shifted all the blame on… Branca, first bragging that he disclosed the Transitional deal to the competing team of advisors of Koppelman et al. (despite a clear warning from Transitional on strict confidentiality), and then he said that he called Branca to ask him about an average broker’s fee and Branca told him that Bank of America charged Michael Jackson 10% for their loans. Stabler allegedly said “damn” and decided to charge a little less (“only” 9%).

But every sensible person knows that the BANK INTEREST RATE is not the same as a BROKERAGE FEE.

A broker gets a fee for just bringing two parties together, and the usual rate is like 1,2% (though some do it for free just as friends would), while the bank lends money to its clients at an interest rate, and one thing has NOTHING to do with the other.

However, Stabler is obviously taking everyone for complete fools.

Here are some excerpts from his deposition:

Q. What was going on with respect to other proposed sources of refinancing, Goldman Sachs, Mr. Koppelman Bernhard

A. We had a meeting with Charles Koppelman and a gentleman from Goldman Sachs, Allan Whitman, John Branca and myself at John Branca’s office in Century City. And during that meeting, the initial portion of the meeting involved the pitch from Charles Koppelman and Goldman Sachs on the benefits of taking the Goldman Sachs loan. And we discussed Michael’s views on it, and Charles wanted me to see if I could broker a meeting while he was in town with Michael because he had not spoken with Michael in quite some time. And I indicated that that probably would not happen because Michael simply did not wish to speak with him or see him. And following the meeting with Charles and Goldman Sachs, John Branca, Allan Whitman and myself, we sat and discussed the Blackstone or Blackstreet deal that John was proposing and the people that he had spoken with in reference to that deal. And I shared with them this particular deal, and it was the first time that I had actually shared this with Allan or John because Michael did not want them to know that we were even close to getting a deal done.

Q. Why did — did Michael tell you why it was that he wanted to keep that information away from Mr. Branca and Mr. Whitman?

A. As I said, Michael believed that somehow they were part of the conspiracy.

“Michael did not want them to know that we were even close to getting a deal done”???

But Michael didn’t know any details himself as he resisted Stabler’s attempts to involve him in it! And the deal was far from being done as Michael refused to sign anything. And Stabler was not allowed to speak about the deal because this was a condition imposed on him by Transitional. 

Q. What did you say to Mr. Branca, and what did he say to you in the conversation you’re describing about the proposed compensation?

A. Oh, I asked them what kind of fees do people normally charge for this. That’s because nine percent seems kind of high.

Q.   What did Mr. Branca say?

A.   John said – he said, Don, you know, if I’m not mistaken, as I recall, the last time Bank of America redid the loan, they charged ten percent. I remember saying “damn”. So, based upon that, after –   [  ]

Q.   Did Michael authorize the nine percent fee reflected in Paragraph 4?

A.   He authorized my signing of this document.

No, he didn’t.  Stabler’s lies are simply disgusting.

Stabler knew that the deal he proposed was extremely damaging to Michael as he would have to pay $48 million extra for the sole reason that there was a crowd of intermediaries between him and the investment company, each of whom wanted a share for their “services”. So Stabler’s insistence can be explained only by his interest to get his.

In 2009 Stabler sued MJ’s Estate for the invaluable assistance he rendered to Michael Jackson. He claimed that he spent 632 hours “dealing with others on MJ’s behalf” — a service for which he charged $325 per hour.

TMZ reported that Randy Jackson was also in the middle of a creditor’s claim filed by Stabler & Associates against the estate and according to legal docs Randy was on the side of the creditor. Stabler & Associates claimed that the estate owed the company $275,446.08, including a late penalty of $81,946.08.

Well, with friends and brotherly help like that who needs enemies?

No wonder Michael was furious with Stabler and called people like him “sharks, charlatans and imposters” saying that “the entertainment world is full of thieves and crooks”.

“It’s full of sharks, charlatans and imposters,” he said in testimony taken last summer in Paris.

“Because there’s a lot of money involved, there’s a bunch of schmucks in there,” Jackson said. “It’s the entertainment world, full of thieves and crooks. That’s not new. Everybody knows that.”

And it’s no surprise either that Branca said that Michael was surrounded by people who didn’t have his best interests at heart.

“He was surrounded and I had to resign,” he said. “He did not ask me to stay. I resigned amicably.”

However, the question remains how come Michael ended up in a deal with Fortress though he was actually against it?

Oh, it is another thrilling story, but it will have to be saved for another time.

[end of part 3]

2 Comments leave one →
  1. Elena permalink
    July 26, 2021 2:27 pm

    That’s great, I’m waiting for the next story!

    Like

  2. July 27, 2021 5:51 am

    Part 3 has been updated as I found the remaining Term sheets from Transitional. Don Stabler signed all three of them presenting himself as MJ’s authorized representative, thus committing him to repay all those sums at various interest rates PLUS 9% on all the sums for the intermediaries.

    Like

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