FINAL RECKONING 4: Estimation of Michael Jackson’s Income and Expenses and Bank of America and Fortress AGAIN

This is part 4 of the series of posts about Michael Jackson’s finances. Parts 1, 2 and 3 are here, here and here.

You will see that these posts are not easy, but they are still worth reading, especially if you belong to a cult of believers that Michael Jackson was a “lavish spender” who arrogantly rejected people that really wanted to “help” him, or if you are one of those who think that all MJ’s financial trouble was due to John Branca.

Contrary to that, the more I study Michael Jackson’s financial situation the more I realize that John Branca was probably the only one who consistently tried to protect Michael from a horde of crooks and thieves in his surrounding.

In the previous post we left Don Stabler, one of those crooks, at the moment when he signed the Commitment Letter from Transitional Investors LLC on February 28, 2005. This person claimed that he was Michael Jackson’s authorized representative, though he absolutely wasn’t and certainly had no right to sign any documents on behalf of Michael Jackson.

By this signature alone Stabler committed Michael Jackson to a deal with Transitional/Fortress joint venture which included:

1. purchasing Michael’s $200 million loan from Bank of America,
2. giving him a new one-year loan at a 15% interest rate, and
3. obliging him to pay extra $48 million to an intermediary – Darien Dash of “Prescient Acqusitions”, from whom Stabler and “Perfect Circle” expected to get their share (see the previous post for that).

Three weeks later, on March 20, 2005, the directors of Transitional Investors Stuart Shelly and John Cox addressed their “Investment Committee Members” with a certain Memorandum where they outlined the benefits of the deal for their company.

This turns it into a document of exceptional interest to us as it opens up the inner workings of the deal and the company’s expectations of it, as well as their independent evaluation of Michael Jackson’s assets.

That particular memorandum was for a $90mln loan to be given to Michael to repay his $72,5 mln credit with Bank of America and provide him with some cash. The loan was to be secured by the MIJAC catalog and the Neverland ranc as additional collateral.

The Memorandum also assessed Michael’s share in Sony/ATV as Transitional Investors intended to eventually acquire part of it and then possibly even the whole catalog (all of them wanted it!).

The memorandum is highly technical but I will try to break it down the best I can.

All the documents are provided by Branca’s hater Marco Balletta.

Here are some excerpts from it.

THE OPTION

TRANSITIONAL INVESTORS’ MEMORANDUM

To: Investment Committee Members

From: Stuart Shelly & John Cox

March 20, 2005

Opportunity Overview:

DB has the opportunity to make a $90mm stretch senior loan to a special-purpose bankruptcy remote trust established to hold the music library known as MIJAC and the property known as Neverland (the “MJ Publishing Trust”, the “MJPT”) (an “Investment”). In consideration for having made the Investment, Michael Jackson would also grant to DB an option to acquire 51% of his beneficial interest in MJ/ATV Publishing Trust (“MJ/ATV”) at an effective enterprise value of $600mm ($204mm in cash and $102mm in pro-rata share of assumed debt). MJ/ATV is the entity which owns a 50% membership interest in Sony/ATV, the music catalog business operated by Sony which controls over 25,000 titles including: Beatles, Elvis, Willie Nelson, Ray Charles and others. TI currently has an exclusive mandate to refinance both MJ/ATV and MJPT and to provide financing to acquire the other 50% of Sony/ATV which MJ/ATV does not own.

A couple of notes on the above:

• “DB” apparently stands for the TI company or one of its departments.

• As was already said, the proposed loan of $90mln was to be secured both by the MIJAC catalog and the Neverland ranch.

• Directors of Transitional thought they had an exclusive right to the deal as their Commitment letter didn’t allow MJ to enter into any other agreements and after Stabler’s signing it Michael could withdraw only after paying them at least $3mln as a break-up fee.

• Based on the terms agreed with Stabler behind Michael’s back, Transitional was getting an option to buy 51% of his share in Sony/ATV or half of his half.  Michael’s overall share in Sony/ATV was evaluated by Transitional at $600 mln.

• 51 percent of this sum makes $306mln, so in case Michael sold half of his share in Sony/ATV he was to get $204mln in cash, and the remaining $102mln was to be “assumed” by Transitional – most probably returned to them as repayment of the $90mln credit plus fees, interest rates, etc.

• The deal was to be effective for a year, and after that Michael was either to repay the loans or lose half of his share in Sony/ATV with a little less than a quarter left to him.

• The sale would bring him enough cash to repay the major $200mln loan and release MIJAC and Neverland from any financial obligations, but he would still owe $80mln + $40mln in “subordinated” loans to which Stabler also signed Michael on February 28, 2005.

• In addition to that he would also turn into a minority partner in the Sony/ATV catalog with little or no control over its future. 

TRANSITIONAL’S PLANS

The next paragraph of the Memorandum states the annual profits generated by each of Michael’s catalogs. These were $7mln by MIJAC and $110mln gross by Sony/ATV publishing rights. The Memorandum also says that Sony charges too much in administrative costs.

Since Transitional Investors are sure that a year later Michael will have to part with at least half of his share in Sony/ATV, they present a program on how to build up its value as if they already own it – they will replace Sony with a less costly manager, or will buy Sony’s share adding it to theirs, or will sell the part belonging to Michael and them (MJ/ATV) on the market.

As to this last option it seems that since Michael would have only a minority stake, he wouldn’t be able to object.

Background:

MIJAC represents the entire personal music library of Michael Jackson, other than a small number of titles he produced through Sony Music. MIJAC generates about $7mm in Net Publisher Royalties (“NPR”), and has an estimated value of about $100mm (@14x). The proposal contemplates a 90% advance against the music catalog assets. In addition, for the benefit of DB as lender and investor, Neverland shall be pledged to MJPT. Neverland has an estimated value of in excess of $25mm (indeed there was a recent offer of in excess of $50mm). Total advance to total collateral is about 70%.

Sony/ATV, LLC was formed in 1998 through the contribution of Michael Jackson’s third party music library (Beatles, etc) formerly ATV, and Sony’s music library. At the time of contribution it was determined that Michael Jackson’s assets were worth $100mm more than those contributed by Sony. Sony paid Michael Jackson $100mm to effectively establish parity between contributed assets, thereby giving each member in the LLC a divisible interest in the entire library.  Sony/ATV generates over $360mm in Royalties annually and about $110mm in Gross Publishers Royalties before administration costs. Administration costs are normally about 4.5-5% of Royalties. Sony as administrator, however charges significantly higher rates. It is believed that in an arms length administration state, Sony/ATV would generate about $90mm in EBITDA. [EBITDA is “Earnings Before Interest, Taxes, Depreciation and Amortization” or Gross income].

To create value in the MJ/ATV asset we would be required to either:

1. Acquire Sony’s interests.

2. Remove Sony as manager and replace them with an arms length administrator (at 4.5%)

3. Sell the MJ/ATV at market, or

4. Disband the LLC and retain the MJ/ATV divisible interest in Sony/ATV.

THE MEMO REFUTES O’BRYAN’S TESTIMONY

The next part is difficult to decipher, but since it is highly important, let me try.

First of all, it shows that Transitional’s estimation of Michael’s share in the Sony/ATV catalog was drastically different from that of the prosecution witness O’Bryan who right at that time was telling the jury that Michael Jackson borrowed so much against his share in Sony/ATV that his part in it was worth no more than $200mln. And even that sum still kept by MJ was pledged as collateral to Bank of America while the remaining $800mln or so belonged to Sony. 

But we already know that Transitional evaluated Michael’s interest in Sony/ATV at $600 million. This means that if Michael simply sold his share (to the same Transitional, for example), without seeking refinancing for his loans, he would get enough cash to repay the whole debt of $272.5 mln to Bank of America,  he would also keep his MIJAC catalog and Neverland, and would still have $327.5mln (minus taxes) left to him.

Moreover, the experts familiar with the catalog appraised it between $1.5 and 1.98 billion, and in this case Michael’s share would be even bigger than $600mln.

Secondly, the memorandum explains why Michael Jackson didn’t receive from Sony $200mln due to him and this explanation has a direct connection to O’Bryan’s statements.

Sony/ATV was appraised in 1999 at $930mm. Since then, Sony/ATV has incurred about $200mm in “advances” from Sony (offset by artist advance royalty receivables) and has acquired well in excess of $400mm in additional catalogs and titles.

Houlihan, Lokey, Howard & Zukin (“HLHZ”) has indicated a range of EBITDA multiples for Sony/ATV (which catalog they are familiar with) of 16-20x, giving a potential appraised value of between $1.5B and $1.9B. Additionally, Wachovia, an active lender and securitization bank in the entertainment industry has indicated an advance rate against appraised value against this library of 50% at less than 1% up front and 1% over Libor.

The purchase option we are seeking values Sony/ATV at $1.2B, representing a potential built-in gain of between 25% ($300mm on $1.2B) and 60%.

The potential gain between 25% and 60% for Transitional was great of course, but we are interested in something different.

The way I understand it, after the catalog was appraised at $930 mln in 1999, the Sony parent company invested into its affiliate Sony/ATV $200mln in “advances” to acquire additional music catalogs. The same sum was balanced (“offset”) by Michael’s input, which was taken from the royalties due to him and generated by his share of the catalog, but not paid to him as the money went into the acquisition of new songs.

All in all the new acquisitions amounted to $400 mln. This is how by the time this memorandum was made the value of the catalog had increased from $930mln to over $1.3 billion.  As to Transitional they expected to buy the full catalog at $1.2 billion and that would give them a potential gain.

All of the above has a direct connection to O’Bryan’s estimations presented by him at the 2005 trial. According to O’Bryan only Sony was investing money into new music catalogs while Michael was depleting his royalties, so that Sony’s input into their joint venture was growing while Michael’s was decreasing.

Here is what O’Bryan said at a cross examination:

Q.  BY MR. AUCHINCLOSS:  You mentioned he doesn’t own half of that catalog today on an asset basis.  In other words, if it’s worth a billion dollars, he doesn’t own half a billion dollars, doesn’t have a half-a-billion-dollar interest in that catalog; is that correct?

A.  Well, he owns half of the catalog.

Q.  Yes.

A.  But his interest in the catalog is not worth half of the catalog value — because of the front-end loading of the cash flow stream that has gone to him and not gone to Sony.

Q.  So if the catalog gets sold, then Sony walks away with more money than Mr. Jackson?

A.  Yes, because he has to repay all of the advances on all of the investments that Sony has made.  Absolutely.

 

Q.  BY MR. MESEREAU:  Even though they each had a 50 percent interest in something estimated at one billion dollars, you think Sony’s interest is really worth 700 million, correct?

A.  Yes, at least that [] because of the fact that he has taken much more than Sony, Sony is due an equal amount.  Sony is additionally due the investments that they have made, plus interest. 

Q.  Do you know Mr. Jackson was offered 400 million for half of his interest in 2003?

A:  No, I’m not.

 

Q. BY MR. AUCHINCLOSS:  Mr. Mesereau said if Mr. Jackson got $200 million, then Sony would be entitled to $700 million.  I believe we’ve got a math problem there.

A.  Well, the 800.  That’s why I said —

Q.  It would be 800.  All right.  Thank you.

In contrast to the above Transitional Investors tell us that the Sony/ATV catalog was growing in value due to the investments made by both Sony and Michael Jackson.

Actually these supplementary investments on Michael’s side were probably why he complained that Sony was underpaying him. Apparently, they did underpay, only there was a reason for it – the royalties due to him were invested by Sony into the acquisition of new songs.

REFINANCING

The next page of the Memorandum starts with a break-down of Michael’s income and expenses. It asserts that Michael Jackson was personally illiquid and spent significantly more than he generated in income. The same was said by O’Bryan, only he named a bigger gap between the two.

Transitional Investors assessed Michael’s annual income at about 8,5mln, and the overall expenditure at $22,7mln (including his personal expenditure of $7,9mln a year, $4,4mln on the Neverland upkeep and $2mln in expenses on the current trial if calculated per 4 months), plus the loans and debt service on them.

As key issues for consideration Transitional referred to their competitors who were also working on the refinancing of Michael’s loans:

• “While we are exclusively mandated, Koppelman (ex Chairman of EMI) is an advisor to MJ Publishing trust, with unusual access to the Sony/ATV situation”.

They also noted that according to Michael’s advisors – who must have been Don Stabler and Randy Jackson as only they were in direct contact with Michael in that alternative refinancing scheme, MJ preferred to work with Transitional, and not Koppelman with its Goldman Sachs proposal:

• “Koppelman is perceived by MJ and advisors to be working in conflict with MJ; accordingly, MJ would prefer to work with TI (per advisors).”

To alleviate MJ’s cash situation the Transitional contemplated the sum of

• “$11mm in additional payments to Michael Jackson to support his “adjusted” burn [expenditure] through year end by which time DB will have exercised its option to acquire the Sony/ATV interest and the proceeds for which will be sufficient to repay all the financing at MIJAC.”

So Transitional was absolutely sure that by the end of the year Michael would not be able to repay the loans and they would acquire half of his share in Sony/ATV.

But on the other hand the money paid to MJ was be sufficient to repay all the financing at MIJAC and most of his bigger $200 mln loan secured by Sony/ATV.

All of the above is what I imagine to be a true refinancing proposal when certain sacrifices are made by one of the sides while the other side tries to get their client out of trouble and seeks a solution profitable for both. 

In my layperson’s opinion the Transitional refinancing terms were not too bad, especially when compared with the disaster of Fortress who didn’t refinance anything but just bought all Michael’s debts and raised their interest rates to some 20% per annum (according to Sullivan) waiting for the moment when they could grab all Michael’s assets as the loans came due.

In other words, the deal with Transitional Investors would have probably been acceptable if it hadn’t been for the need to pay $48mln in extra payments to intermediaries like Prescient Acquisitions and Don Stabler. 

However none of these plans were realized.

The thing is that Fortress Capital Group, who were Transitional’s partners in that newly formed joint venture of theirs, decided to dump them and approach Bank of America directly while Transitional continued to work on the proposed deal, unaware that their services were no longer needed.

FORTRESS

Constantine Dakolias, managing director of Fortress Capital Group

We learn of Fortress’s double-cross maneuver from the legal papers in Prescient’s case and the deposition of Fortress managing director Constantine Dakolias which makes a very interesting read.

Dakolias gives all sorts of pretexts why they double-crossed their partner, though it is absolutely clear that they just didn’t want to share the prized MJ assets with anyone else.

This once again proves that in order to find a predatory hedge fund like Fortress no intermediaries were required at all – Fortress would have come running themselves if someone had whistled to them about Michael’s distressed assets.

One of Dakolias’s pretexts for bypassing the Transitional Investors was that their Commitment letter was signed with a delay:

Q. Did that commitment letter expire or was it for some reason no longer valid when you entered into your confidentiality agreement with Bank of America?

A.  – the document states clearly “Please sign and return the enclosed Term Sheets on or before Monday, February 7, 2005”. It appears from Exhibit 4 that the document was signed by Mr. Stabler on February 28, 2005.

Q. Did you communicate in any way in writing to Mr. Jackson that the commitment letter that you signed, that Mr. Shelly signed, that Don Stabler signed, had no force and effect; was that communicated in writing in any way to Mr. Jackson or to anybody else?

A. I don’t recall if it was or it was not.

The real reason why Fortress jumped in to grab Michael’s BOA loans was the fact that Michael approached Ron Burkle and his company Yucaipa to help him sort out the situation with Bank of America, and Fortress felt that they were on the verge of losing the deal.

According to Dakolias this happened at the time when Transitional proposed to MJ their smaller $90mln loan, so the events must have taken place around March 20^th, 2005.

Dakolias:  My recollection is that the conversations with Sydow and Stabler on the smaller commitment ceased at the same time that I had learned or I had heard that Yucaipa had gotten involved with Mr. Jackson as one of his advisors.

Q. Who is Yucaipa?

A. It’s an entity either owned or controlled or operated by a gentleman named Ron Burkle. [ ] It was as the conversations had stopped with respect to this $92 million commitment.

The rest of the deposition revolves around the way Fortress hastily arranged a deal with Bank of America. They didn’t say a word of it either to Transitional, or Michael Jackson or anyone in his surrounding, which Dakolias certainly “doesn’t recall” now.

Despite all the haste they had time enough to create three separate entities specially for the purpose of buying MJ’s loans:

Q. Isn’t it true that Fortress did not tell Michael Jackson or anyone on his behalf that it was negotiating with Bank of America to purchase the Bank of America loans?

A. I don’t recall.

Q. It was not said to Mr. Jackson or anyone on his behalf, is that right?

A. I don’t think so.

Q. What is the Fortress Music Trust No.I?

A. It is the entity that purchased the loans from BOA.

Q. Why was it structured that way?

A. I don’t recall why exactly.

Q. Fortress has more than one fund, isn’t that right?

A. Correct.

Q. Therefore, different pockets of money or piles of money is one way to describe it?

A. [ ]  As I said before, there were different funds that had invested in this.

Q. What about Fortress Music Trust I, that is the assignee of the MJ-ATV loan, was that a single-purpose entity also?

A. Correct.

Q. Created solely for the purpose of becoming the assignee of the Bank of America MJ-ATV loan?

A. It was. [ ]  Some of this was driven by tax considerations on advice of counsel.

Q. Any other considerations?

A. I don’t recall specifically as to why we put it in different pockets.

The media claimed that Bank of America was so keen on getting rid of Michael’s debts that they sold them to the Fortress hedge fund “at a steep discount”. However Dakolias says that there was no discount – the debt was simply a little less than $200mln:

Q. Look at Exhibit 14, please. Does it refresh your recollection as to whether or not the full face amount was paid or whether any discount was taken or secured?

A. It looks like an amount equal to 196-odd million, representing outstanding principal and 119,000 representing all accrued and unpaid interest.

Q. So the document confirms your recollection that there was no discount?

A. It seems so.

Q. The payments that are reflected in paragraph 2(b), can you explain that to me?

A. It appears to be a deposit against the purchase price, as of the date of this agreement [ ]

Q. So it’s not a discount?

A. It doesn’t appear to be. It appears to be a deposit.

Fortress and Bank of America were so secretive about their deal that Ron Burkle and his Yucaipa company who approached Jane Heller, Vice-president of BOA on Michael’s behalf, learned about it only post factum. Michael Jackson was totally unaware too:

Q. What was the period of time that Fortress was dealing with Mr. Burkle and the folks from Yucaipa?

A. I don’t think that any conversations with them began until after we purchased the loan from BOA.

Q. Have you seen what we have marked for identification as Dakolias Exhibit 15, sir?

A. It’s the agreement that deals with the smaller loan, the Mijac loan, a sale of that to Fortress.

Q. Mr. Jackson did not know, right, until after you closed?

A. Correct.

Q. And as with the MJ-ATV loan, notwithstanding the commitment letter that had been signed, Fortress did not feel that it had any obligation to inform Mt. Jackson of its discussions, isn’t that right?

A. We were bound by a confidentiality with BOA that governed the purchase of these loans.

Despite working with BOA behind the scenes Fortress was nevertheless “in active negotiations” with their partners on April 17th and 18th, 2005. However on May 3rd their deal with Bank of America was already done.

So all the time while Fortress was supposedly in those “active negotiations”, it was actually pulling the wool over everyone’s eyes.  

Q. What were the factors that motivated Fortress’ business decision to pursue the purchase of the BOA loans from BOA and not continue with any negotiations with Mr. Jackson with respect to a refinancing of those loans?

A. My  recollection is, at the point in time we bought the BOA loans, the parties that we had been dealing with Mr. Jackson were no longer involved with him and that, as I said before, Yucaipa had stepped in to help Mr. Jackson with his financing.

Q. That is why I am asking that because I thought you said that Yucaipa did not come in until after you bought the Bank of America loans.

A. No.

Q. ….you are still in active negotiations with Mr. Jackson and his people with respect to the $92 million loan facility on April 17^th and 18th, right?

A. Yes.

Q. But by May 3^rd or as of May 3^rd, you have executed assignment and assumption agreements, a done deal, with Bank of America, right?

A. Correct.

The next ridiculous story from Fortress is that they “didn’t hear from Mr. Jackson’s people for a week” and only then decided to act on their own.

Q. So your recollection is that the amount of time that you did not hear back from Mr. Jackson’s people or the people were no longer involved was between April 18^th and April 25^th, 26^th, 27^th?

A.  It appears to be a week.

These people want us to believe that they managed to analyze the gigantic amount of documents received from BOA, finalized the deal with them and created their three separate trusts just within the next few days:

A. We completed due diligence on all of the information that was provided to us by BOA, which was substantial, including all of the various accounting information from the various trusts, all of the catalog information and a significant amount of information that had never been seen before by us.

Q. So there is a silence for a week and you said, “Well, if we hear from Bank of America, maybe we will just buy this loan directly”? I just want to understand what Fortress’ mindset was at the time, what factors motivated that business decision.

A. BOA indicated they wanted to sell the loan. They told us they were going to sell the loan regardless of whether we bought it. There were others interested in it.

The reply from Bank of America shows that there was virtually a fight among “multiple” interested parties to get Michael Jackson’s loans (or rather his assets).

The role of the BOA bankers is very peculiar here.

They must have known about the feasible and well-thought-out proposals from Transitional investment fund, but nevertheless chose the nastiest guys – a hedge fund with a predatory reputation that didn’t offer any refinancing, but only bought the loans as they were, charged MJ draconian interest rates and had a clear intention to acquire his assets at a minimal price and within half a year too – on December 20th, 2005 when the loans were to mature.

Q. Wasn’t there some other group that was bidding against Fortress to buy, to pay off, to do some form of refinancing with Mr. Jackson with respect to the Bank of America loans?

A. I don’t recall who it was. I recall that BOA had told us that “If you don’t want to close this, we have other people that are willing to buy this from us.”

Q. Wasn’t there a Goldman Sachs deal that was out there?

A. I don’t recall if they were talking about it at the same time, if it was them or other people. From my recollection, BOA indicated to us that it was multiple parties who were interested in it.

Q. When did BOA tell you that multiple parties were interested in it?

A. At the point in time we were negotiating [….]

Actually we know it for a fact that Jane Heller of Bank of America was perfectly aware of the proposals made by Transitional as she was in negotiations with Stuart Shelly of Transitional when Fortress entered the scene.

Dakolias explains:

A. We mentioned to Jane Heller that we would be interested in looking at it and buying it.

Q. Let’s take a step back. This is a telephone conversation?

A. Correct.

Q. It’s a telephone conversation between you, Mr. Stuart and Ms. Heller?

A. No, just between myself and Mr. Stuart.

Q. What did Mr. Stuart say in that telephone conversation?

A. He said, “I’m having lunch with Jane Heller.[ ] She is involved with a high-profile name, Michael Jackson.”

Q. He identified Michael Jackson in that –

A. I don’t recall if he did or if, in a subsequent conversation, Jane Heller did.  Soon thereafter we entered into a confidentiality agreement with the Bank of America and they proceeded to give us information on the loans.

Q. Did you disclose to Mr. Jackson or anyone on his behalf that you were engaging in those discussions with Bank of America?

A. Not to my knowledge.

THE SECRET DEAL, SUBPOENA and O’BRYAN AGAIN

The secret deal between Bank of America and Fortress was signed on May 3, 2005 – just a month before Michael Jackson’s full acquittal.

This timing makes me think that Jane Heller of BOA was ready to sign a deal with anyone, even the devil, but only before the specific date of May 3rd.

Why so?

Because the prosecution witness John Duross O’Bryan was to testify at the trial about Michael Jackson’s finances on May 3rd, 2005 and there was no way Jane Heller, the BOA Vice-President wanted to be involved in any of it, especially since the outcome of the trial was still unknown.

But why was O’Bryan subpoenaed by the prosecution to testify about MJ’s finances in the first place?

Because the prosecution made a crazy allegation that Michael Jackson “conspired to do criminal acts because of financial concerns”.

Thomas Mesereau said about it during the trial:

The point they’re trying to prove is not what is his financial status today.  They’re allegedly trying to suggest there was a motive in 2003 to conspire to do criminal acts because of financial concerns, which of course we vigorously dispute.

In his “Motion to quash subpoena to Bank of America dated November 3, 2004”, made on February 24, 2005 – three and a half months after the subpoena was served on Bank of America of which the defense had no idea, Michael’s attorney Robert Sanger said:

Counsel for Mr. Jackson have recently been made aware that the District Attorney has served a subpoena duces tecum on Bank of America seeking Mr. Jackson’s financial records. Mr. Jackson was not served with a copy of the subpoena.

The Court ruled, on January 28, 2005, that the District Attorney cannot use detailed financial evidence to show motive.

None of these materials are relevant to the charges against Mr. Jackson. … evidence that Mr. Jackson was financially distressed or in debt is inadmissible to show a motive to commit a crime for financial gain. Furthermore, there is no showing that the materials could corroborate the stories told by the complaining witnesses. The charged offenses are child molestation and a conspiracy to commit false imprisonment, extortion and child abduction. Mr. Jackson’s financial holdings or evidence of potential entertainment contracts are not relevant to these charges under any admissible theory.

The charged offenses were also ridiculous to say the very least. But I really don’t understand how Michael Jackson’s distressed finances could lead to his alleged “abduction” of the Arvizo family.

Do they want to say that Michael “abducted” them to get a multi-million ransom? And who was to pay, I wonder? 🙂 Or did he allegedly commit the crime of “imprisoning” them to make a rebuttal film to get several million from Fox?

Judging by Thomas Mesereau’s question to O’Bryan it seems that the above theory was indeed the prosecutors’ official story, used as a cover-up for their burning desire to dance a death dance on Michael’s finances.  

And not a single sane person stopped them! I wonder if Americans really believed this theater of the absurd?

Q. Mr. MESEREAU:  Let’s assume FOX is doing what is called a rebuttal documentary, okay? That $7 million isn’t going to make much of a difference, is it?

A.  No, it’s not.

Q.  Wouldn’t be worth committing a crime over $7 million in that situation, would it?

MR. AUCHINCLOSS:  Objection; argumentative.

THE COURT:  Sustained.

Despite the craziness of it all, it was on this incredible pretext that on November 3, 2004 Bank of America was subpoenaed to testify about Michael’s finances. The real goal was of course to utterly humiliate Michael and give ample fodder to the media to speculate about his “lavish lifestyle” as a result of which “his finances were in ruins” (Maureen Orth) and Michael Jackson “was staring into the financial abyss” (Mirror.uk).

Jane Heller of BOA did not testify but did provide a statement about Michael’s financial status as of 2004 which the prosecution intended to read out to the jury.

But what intrigues me most is when and for what reason Bank of America suddenly decided to sell Michael Jackson’s loans.

This could happen only sometime around February 2003 because Goldman Sachs’s offer to buy out the BOA loans was made on April 13th, 2003 and their project surely took several months in the making. This means that the decision to sell was taken by BOA around the time when the documentary by that scumbag Martin Bashir aired on American TV, if not earlier.

There were no allegations or charges against MJ yet, but someone evidently whispered in Jane Heller’s ear that if she didn’t get rid of Michael Jackson’s loans then and there, she was in for much trouble with the criminal investigation, bad publicity and future depreciation of MJ’s assets that secured the loans.

So while these assets were still worthy of anything “it was time to sell”.  

In fact, the deliberate depreciation of Michael’s assets was probably the big idea of it all. So it is no surprise that O’Bryan made it a point that Michael’s share in Sony/ATV was almost worthless as it “cost no more than $200mln” and even that was pledged as collateral for the loan. As to the MIJAC catalog it wouldn’t be worthy of a dime if no radio station agreed to play Michael’s music in case of a guilty verdict…

In fact, Michael himself thought that the reason for the trial was a financial one. If we are to believe Stabler’s deposition in Prescient’s case, this is what Michael said to him:  

Q. Can you describe generally what Michael Jackson told you about what he believed was happening at the time particularly in reference to your statement that I think that the words — you described a lack of trust or some words to that effect.

A. Michael believed that the major reason that the trial was happening and going forward was because of a conspiracy.

Q. What was the conspiracy? Did Michael Jackson describe that conspiracy to you?

A. Yes.

Q. In what terms did he describe that conspiracy to you?

A. He believed that the conspiracy resulted from a run-in that he had with Tommy Mottola. [ ] One of the things that Michael was extremely concerned about was the fact that he had the potential or he thought that this conspiracy involved the taking of his catalog of music, which referred to as Sony/ATV [ ] Michael believed that part of this conspiracy or the major part of this conspiracy had to do with his ownership of the catalog of the Beatles music.

Well, a conspiracy it surely was. But the goal of it was not only to rob Michael Jackson of the Beatles catalog, but to rob him of everything he had. And the scope of the scam shows that Tommy Mottola could not be the central guy in it as he wouldn’t have enough power to involve the BOA Vice President in it. A scam like that requires an influencer who is much more powerful than that.

Remember that the Bank of America Corporation is not just some mediocre banking institution. It is a private investment bank which is the second largest in the US and the eighth largest in the world, with total assets amounting to $2.819 trillion, so handling Michael’s debt of $272.5mln for just a little longer wouldn’t have been such a big problem for this giant, and their sudden rush to get rid of it as well as its timing look a little strange.

The media naturally ridiculed Michael for suspecting a conspiracy, however the Guardian mentioned that the same idea occurred to Jesse Jackson:

Jackson is not the only one thinking in terms of plots against him. His supporter Jesse Jackson told USA Today that he smelled a rat in the way Bank of America had swiftly offloaded Jackson’s debt to Fortress. “Who was forcing the bank’s hand and what did they stand to gain?” he asked. “That must come under scrutiny. I think the bank sold the loan rather than face the heat.”

Well, I also smell a rat here.

My mind constantly reverts to only one person in Michael Jackson’s surrounding, who was once his most trusted finacial advisor but who then viciously turned on Michael to pursue a vendetta against him – a person with a notorious reputation of being exceptionally vindictive and also powerful enough to financially crush anyone who is not to his liking. 

[end of part 4]