unsharable prospectus - august 8, 2016

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Page 1: UNSHARABLE Prospectus - August 8, 2016
Page 2: UNSHARABLE Prospectus - August 8, 2016
Page 3: UNSHARABLE Prospectus - August 8, 2016

Seeking fame and fortune in the digital age, Sydney Kane takes part in a groundbreaking medical procedure that gives the world unprecedented 24/7 access to her life. In her pursuit of fandom, Sydney dangerously compromises relationships with the people who love her most, risking her own life in the process.

https://vimeo.com/142976949password: eyecam

A Satirical Dark Dramedy

Page 4: UNSHARABLE Prospectus - August 8, 2016

Sydney Kane is a girl looking to make a name for herself in the world of online celebrities. Sydney just wants to be famous-- not a dancer, not a singer, not an actress, just... famous. But Sydney faces a hard truth: Becoming Internet famous isn't easy. Struggling to cultivate a fan base, Grace, Sydney's best friend, suggests that Sydney be herself on camera instead of the hundreds of contrived characters Sydney has invented for herself over the years. After reading an excerpt from her journal from middle school, Sydney's true self resonates online.

Sydney's straight talk, shoot from the hip style, makes her an overnight YouTube star. Sydney pours her heart and soul out with each new vlog--causing super stardom to come knocking on her door. Sydney's vlog is so popular, it creates a cult following-- the Sugar Kanes. With a fan base to kill for and a brand to market, Sydney hires a manager... the down to earth and business savvy Marina. Marina takes Sydney on her first press tour which tests her resilience and resolve. When Sydney is told she’s no longer the number one YouTube celebrity, Sydney knows it's time to take things to the next level.

Sydney undergoes a groundbreaking medical procedure to interact with her Sugar Kanes. The procedure implants two tiny cameras into her eyes and electrode sensors into her brain. Waking up in a hospital room, face wrapped in bandages, Sydney becomes the first person in the world to offer an augmented reality of their life. With a team of pseudo-scientists backing the project, Sydney's fame skyrockets, as people all over the world experience Sydney's every move through state of the art virtual reality headsets. SydneyXP launches Sydney's net worth into the stratosphere. If Sydney wants it, she buys it. But the demands of her Sugar Kanes strain Sydney's relationship with Grace and her own loving family, causing Sydney's personality to mutate. Quickly, Sydney loses control of her life and her grip on reality.

In search for higher viewership, Sydney navigates the NYC party scene, connecting with a washed up soap opera star-- Ben. With fans demanding that Sydney fall in love, Sydney concedes. Sydney, a virgin, sleeps with Ben. Disturbed by what she's watching online, Grace meets with Sydney, asking her to stop her lewd behavior. SydneyXP is becoming a 24/7 porn. Grace also tells Sydney she's becoming someone else entirely and virtual Sydney isn't a person Grace wants to know. Sydney blasts Grace for being jealous of her massive success-- success Grace failed to obtain with her own vlog. Burned by Sydney, Grace sets out to show Sydney she isn't the only one who can use sex to become Internet famous. The two former best friends go to online war, each woman pushing the envelope of decency to one up each other.

At the mercy of her corporate sponsors and her fans, Sydney's anxiety grows into paranoia, causing her to fall into a depressive, catatonic state. It hits Sydney like a baseball bat to the face: Her sycophant fans, the creators of SydneyXP now control her, and the people who loved her in the real world are lost. Overcome with stress, Sydney begins to experience out-of-body sensations, living an almost transcendental life solely for the purpose of accommodating her Sugar Kanes. This culminates to the moment when Sydney begins to lose her physical self, instead experiencing life as a detached spirit. Her purpose has become fulfilled.

Page 5: UNSHARABLE Prospectus - August 8, 2016

Click on image or link below to see the director’s look book:Link

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As a kid, Shimojima wanted to be a novelist, an orchestra conductor, the most brilliant chef in the world, a Jedi, Carl Sagan, Tom Cruise in TOP GUN, and David Blaine, all at once. Soon, he realized he’d have to rethink a few things. Really, it came down to: a desire for the freedom to dream big, and to share as much motivational and theatrical energy as possible. He received his BFA in Dramatic Writing from NYU’s Tisch School of the Arts, then joined the high-profile digital agency R/GA, where he was the video editor on numerous campaigns you probably saw and thought were cool, while writing/directing his own award-winning narrative short films, which he hopes are just as cool. Now a New York commercial director, he captures a unique dynamism and rhythm, tied to his upbringing asan athlete and classical musician/composer. He’s constantly searching for ways to mix showmanship with a heavydose of psychological introspection. Fun. His Arena Water Instinct spot was 2015 AICP shortlisted. His spec ad for the 2013 Young Cannes Lions competition was the sole spot picked up for broadcasttelevision. He is the director of photography and editor of the web-series DOWNSIZED, which was one of YouTube’s Top 10 Made-for-the-Web Shows. His editing clients have included Nike, Bose, Shiseido, Facebook, Google, A&E, and JCPenney.

Director’s Reel:chrisshimojima.com

Page 8: UNSHARABLE Prospectus - August 8, 2016

HIPZEE //PRODUCTION COMPANYROB BAUNOCH III and TARA SICKMEIER //PRODUCERS

KEVIN CHRISTOFFERSEN //PRODUCER

Kevin Christoffersen has produced content for the better part of two decades across four continents while living in five countries. Many ofhis multi-media projects have aired on TV stations throughout the world. Currently, he is Co-Producing several international feature film projects

from development into production including, THE RISING starring Jonathan Rhys Meyers and Colin Morgan as well as a new twist on the Robin Hood tale. Other recent initiatives include guiding the film production companies Legacy Pictures and CollabFeature out of the Made In NY Media Center. This involves arranging co-production film financing amongst several countries including China, Canada and Switzerland. Kevin has been attending film festivals such as Berlin, Cannes and AFM that continue to expand his international film industry network far and wide.

DALLAS BRENNAN //PRODUCER

In 2010 Brennan established his production company Wild Invention Pictures with the film SHIT YEAR which premiered at Cannes 2010 starring Ellen Barkin, THE LONELIEST PLANET at Toronto 2011 starring GaelGarcia Bernal and THE LIFEGUARD at Sundance 2013 starring Kristen Bell. THE LONELIEST PLANET receivedcritical acclaim in 2012 including a Gotham Award Nomination for Best Picture and an Independent SpiritAward Nomination for Best Director, Julia Loktev. It has since been released theatrically through IFC/Sundance Selects. THE LIFEGUARD was theatrically released in summer 2013 by Focus World/Screen Media. Brennan has several projects as a screenwriter in development including SURE, SUMMER OF ANNA and GREEN OLDS with Producers George Parra (SILVER LININGS PLAYBOOK, AMERICAN HUSTLE,THE DESCENDANTS) and Barbara DeFina (HUGO, CASINO, GOODFELLAS).

HIPZEE is a Brooklyn-born entertainment company that specializes in producing and marketing for stage and screen. HIPZEE produced the Off-Broadway hit, HEATHERS: THE MUSICAL, in 2014. Current screen projects include SHADOW GIRL written and directed by Claudia Myers (FORT BLISS). Stage projects include the Broadway musical NATASHA, PIERRE, AND THE GREAT COMET OF 1812 starring Josh Groban. HIPZEE’s recent marketing clients include Netflix, Jane Startz Productions, and Sundance Productions. HIPZEE staff previous experience includes SONY, Open Road Films, eONE Films, CBS Films, FX, MTV, Food Network, Fox Sports Net, MLB Network, and many domestic and internationalclients for film and theatre. Writer/director Chris Shimojima and Rob Baunoch III attended NYU’sDramatic Writing department together.

Page 9: UNSHARABLE Prospectus - August 8, 2016
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The producers have formed an LLC (Limited Liability Company) as thefinancing vehicle to raise the funds necessary for the production of the film. The LLC is mandated to collect all income on behalf of the film worldwide and will disburse the revenue in the order that has been agreed upon by all parties providing an efficient, independent, and ongoing revenue collection service for all financiers, producers, andthird party beneficiaries.

Currently, investor units are available for this film, and are being offered at $50,000 per unit. The total investment to be sold is $1,250,000. The minimum subscription at this point is 1 unit ($50,000) or 4% of the overall budget. Investors may be admitted upon receipt of subscriptions of less than 1 unit. Equity investors will be treated equally, on a paripassu basis, and will receive a first priority recoupment position until they have received their investment with a 20%premium. Other participant(s) will then be in second position until ‘breakeven’ or ‘fully recouped.’ Once all investments have been returned, the producers and investors will share the profits on a 50/50 basis, as is industry standard.

Tax credits, brand integration, grants, equity

Strategy to distribution

Global approach

Access to talent

Flexible model

Capital for production and post-production

Early marketing, targeted film festivals, international and domestic markets

Credibility amongst large global distributors, sales agents, and exhibitors

Letters of intent from cast, pre-sales

Scalable business model with fixed overhead reflecting a shift in distribution methods

Page 11: UNSHARABLE Prospectus - August 8, 2016

The primary ‘client’ of the producers and of every production company is the distributioncompany as well as to what territories the distribution company will license the film. If anegative pickup is made, the distribution company will pay a licensing fee, ‘minimum guarantee,’ to the production company for the right to distribute the film and all media to itsrespective target audiences for a definite period of time and for a fixed sum.

There are up to 50 territories to license the film globally, with each territory having multiple distribution platforms to exploit revenue (theatrical, VOD, DVD, Blu-ray, streaming, cable,broadcast). Those revenues are first applied toward recouping the costs of the distribution company (costs for prints, advertising, and overhead) and then are split between the distribution company, exhibitors, investors, and producers. If the film is successful, it can be exploited for decades, generating revenue year after year. Weanticipate selling the film in North American markets as well as opportunities presented throughout Asian and European territories. When the film does well at the box-office, further revenue will be attainable through online distribution and retail sales.

UNSHARABLE is set to be completed and ready for sale by April 2017. At this time, every effort will be taken to gain exposure for the film at top film festivals both domestically and internationally. Keeping our budget within this range will allow for a bigger return to investors upon sale of the film without sacrificing the quality of the picture.

Page 12: UNSHARABLE Prospectus - August 8, 2016

Jameson Find Your Audience $50,000

$20,0 0 0

€ 10,000

$5,0 0 0

$5,0 0 0

Camera & Lens Equip.

Film Independent’s Fast TrackFellowship

Hubert Bals Fund: HBF Script & Project

Indiepossible Int. Film Fest. & Screenplay Competition

Creative District - Grant

Panavision

Spirit Awards Grants

$10,00 0

$5,0 0 0

Camera & Lens Equip.

$20,0 0 0$25,0 0 0

Sloan Distribution Grant $50,000CineReach $5,000 - $50,000

The Fledgling Fund $10,000 - $25,000

Women in Film Finishing Fund $1,000 - $15,000

WFP F Grant (Women’s Film Preservation Fund)

First 10 Pages Script Contest

Sundance Producers Lab

AMIRA

Cadillac Escalade; Hummer SUV; Range Rover; Lincoln

Facebook; Instagram; YouTube; YouTube Red; Twitter; SnapChat; Vine; Pinterest; VEVO

MAC Cosmetics; Urban Decay; Sephora

Warner Music Group; Sony Music

Poland Spring; Crystal Geyser; Arrowhead Water

Survey Monkey; Constant Contact

Conde Nast; Hearst

Abercrombie & Fitch; Urban Outfitters; Forever 21;

Carnival Cruise; Princess Cruise; Royal Carribean

GoPro; Periscope

Nerds Candy; RedVines; Snickers

Microsoft: Skype; Phones; Computers; Browsers; Sofware

SONY: Phones; Electronics; Gaming

Apple: Phones; ElectronicsRed Bull; Monster

As priority to our investors and their investment, our job as producers would be to lower the risk of the investment. In addition to raising straightequity, the UNSHARABLE producer team will plan to raise soft money funds to lower risk. Such soft money funds include pre-sales, tax credits, brand integration, product placement, and/or grants.

The producer team plans to lock-in talent that has international recognitionin efforts to receive pre-sale ‘minimum guarantees’. Once certain talent is

attached, the producers will be able to garner more accurate pre-sale numbers, as part of the soft money strategy.

The film will plan to shoot in New York, where we will access the NY State Tax Credit. The New York Tax Incentive rebates 30%+ ofthe qualified production and post-production budget. Based on the $1,250,000 overall budget, we have estimated about$250,000 back through the NY State Tax Incentive.Our team will pitch to agencies, brands, and companies in order to access brand integration, product placement, sponsorships,and promotional opportunities.

The UNSHARABLE team will also apply to top grants both domestically and internationally that offer cash rewards, as well as valued recognition. Other opportunities for raising funds in addition to straight equity and soft money, include matching fundsand gap financing.

Page 13: UNSHARABLE Prospectus - August 8, 2016

MTV

People

Us Weekly

IndieWire

Cosmopolitan

Entertainment Weekly

Kotaku

Pitchfork

The Verge

Mashable

VICE

Allure

Wired

Gizmodo

Gizmodo

NY Times

A certain amount of free ‘word of mouth’ publicity and press coverage is offered up toany film, regardless of its star power orapparent marketability at a festival. However, our producer team plans to go far beyond the

marketability during a film festival, as we will strategically garner an audience months prior to the film festival marketplace. Establishing a foundation for the film will not only increase buzz and awareness, but will make the film as an ideal candidate to a distribution company. In addition to accessing our strong and influential cast, our team has the marketing resources and capability to partner with top companies for press, sponsorships, promo-tions, social media, plus more.

Below you will find a marketing and distribution case study for the film, SPRING BREAKERS, which accounted with $31M worldwide at the box office, against a $5M production budget. SPRING BREAKERS can be viewed as a top comparable for UNSHARABLE in regards to genre, target audience, and influential cast (A18-34; Rated R). You may also notice how social chatter across the film festival marketplace for SPRING BREAKERS was stirred bysocial media, its audience, and critics’ sense of discovery to the performances and talent prior to box office opening. With a similar strategy, UNSHARABLE will strive to be in the top targeted festivals, have a solid acquisitions deal with a distribution company, as well as leverage social mediabuzz prior to box office opening, resulting in return on investment.

Page 14: UNSHARABLE Prospectus - August 8, 2016

Film to be festival ready by April 2017*Festival Dates Below Represent Past Dates & May Be Subject To Change*

A new, unknown film can receive a large amount of critical and market attention based on the public’s reception of it after the initial screening at a film festival. Quality is heavily considered by buyers, who hopeto garner success through an original work that will achieve enough attention to warrant full-scale distribution on the art-house circuit, such as breakout performances, great direction, and/or award consideration. As for UNSHARABLE, top film festivals that we will be submitting to include Berlin, Cannes, Toronto, Venice, Sundance, and South By Southwest (Austin, TX).

Toronto International Film Toronto, ON Early Deadline 5/1/2017Venice International Film Venice, IT Early Deadline 6/19/2017

Sundance Film Festival Park City,UT Early Deadline 8/3/2017Venice International Film Festival Venice, IT Festival Dates 9/2/2017 9/12/2017

SXSW Austin, TX Early Deadline 9/3/2017

Toronto International Film Festival Toronto, OT Festival Dates 9/10/2017 9/20/2017Sundance Film Festival Park City,UT Late Deadline 9/21/2017

SXSW Austin, TX Late Deadline 11/3/2017Berlin Independant Film Fest Berlin, GER Late Deadline 12/2017

Sundance Film Festival Park City,UT Festival Dates 1/18/2018 1/28/2018Berlin Independant Film Fest Berlin, GER Festival Dates 2/8/2018 2/8/2018

Festival de Cannes Cannes, FRA Early Deadline 3/2018SXSW Austin, TX Festival Dates 3/11/2018 3/19/2018

Cannes Cannes, FRA Festival Dates 5/09/2018 5/19/2018

Page 15: UNSHARABLE Prospectus - August 8, 2016

Along with the film festival market, relationships with global distribution companies and sales agencies offer reasons of not just notoriety and networking, but above all, the guaranteed exposure to film buyers. After these buyers see the film for the first time, they connect with the producers to discussdistribution deals for both foreign and domestic markets.

Our producer team will network with sales and distribution companies prior to the film festival market as well. Due to toprelationships in in the entertainment industry, our team will secure territories, as well as sales and distribution companies forthe film, in order to expose the film to its greatest potential. This includes theatrical, VOD, Blu-ray, DVD, streaming, cable, and broadcast sales and distribution.

Page 16: UNSHARABLE Prospectus - August 8, 2016

LIKE CRAZY (2011)

Budget: $250,000 Premiere: Sundance|1/22/11

License: $4MOpening: Limited |10/28/11

Domestic: $3,395,391 International: $336,098 Total: $3,731,489

SPRING BREAKERS(2013)

Budget: $5,000,000 Premiere: Venice | 9/5/12

Opening: Limited | 3/15/13

Domestic: $14,124,286 International: $17,024,965 Total: $31,149,251

UNFRIENDED(2015)

Budget: $1,000,000 Premiere: Fantasia |7/20/14

Opening: Wide | 4/17/15

Domestic: $32,482,090 International: $29,276,949 Total: $61,759,084

SAFETY NOTGUARANTEED (2012)

Budget: $750,000 Premiere: Sundance| 1/22/12

License: $1M+Opening: Limited | 6/8/12

Domestic: $4,010,957 International: $411,361 Total: $4,422,318

ANOTHER EARTH (2011)

Budget: $175,000 Premiere: Sundance| 1/25/11

License: $3MOpening: Limited |7/22/11

Domestic: $1,321,194 International: $781,585 Total: $2,102,779

Below are UNSHARABLE film comparables in relation to budget, genre, and target audience.

Page 17: UNSHARABLE Prospectus - August 8, 2016

THE TRUMAN SHOW (1998)Blurring the lines between

reality and fiction, the movie takes a satirical view on the

concept of free will.

BLACKMIRROR“THE ENTIREHISTORY

OFYOU”TV Show on Channel Four

Television (United Kingdom; 2011-2014);

Netflix (US; 2015-present)The series received

critical acclaim, and in 2013, Robert Downey, Jr.

optioned the episode “The Entire History of You” to

potentially be made into a film by Warner Bros.

BEING JOHN MALKOVICH (1999)

A magic realism comedy, the movie received critical

acclaim and is noted for its dark, surreal nature.

Below are tone comparables, without considering budget as a factor, that are similar toUNSHARABLE in regards to genre, target audience, and tone.

The tone comparables explore the depths of our societal need to document our life, using a POV perspective and a satirical, dark nature.

Page 18: UNSHARABLE Prospectus - August 8, 2016
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Investment in film production involves a high degree of risk and should not be made by anyone who cannot afford the loss of their entire investment. Prospective investors must carefully consider the following:

THE MAJOR RISKS resides in the fact that the success of a motion picture is largely dependent upon public taste, which is both unpredictable and subject to change without warning or explanation. Accordingly, it is impossible for anyone to predict the success of any film. It is thus equally impossible to forecast the result to an investor from an investment in this film.

THE SUCCESS OF A MOTION PICTURE may also be significantly affected by the popularity of other motion pictures being released.

COMPETITION IN THE MOTION PICTURE INDUSTRY both from the major studios and from independent productioncompanies, has become very intense in recent years. All compete for exhibition time at theaters and for the attention of the movie going public. At the same time, the number of potential buyers has decreased while thenumber of films produced has increased dramatically.

A COMBINATION OF THESE FACTORS has contributed to the fact that in the US only one in every five films recoups itscosts, and that is without consideration of the numerous films that do not find distribution.

PROSPECTIVE INVESTORS SHOULD CONSIDER ALL OF THESE FACTORS BEFORE MAKING AN INVESTMENT DECISION.

We also caution that this Business Plan includes forward-looking statements that are based on the beliefs and assumptions of the Company and on information available as of the date of hereof. Forward-looking statements

include, without limitation, information concerning possible or assumed future results of the Company’s proposed operations and UNSHARABLE, LLC. Neither Company nor UNSHARABLE have any control whatsoever over the feature

film industry and make no representations, statements, or predictions regarding the anticipated financial performance of UNSHARABLE.

Page 20: UNSHARABLE Prospectus - August 8, 2016

The producer team has prepared a recoupment schedule for the investor’s share and distribution of revenue that strongly favors the investors. All revenues derived from the exploitation of the film shall be distributed in the following order of priority:

Costs to the distribution company, such as prints, advertising, and overhead (10% - 50%).

Exhibitors percentage and fees (10% -50%).

Payment towards sales agent fees (15% - 20%) and sales agent expenses (10% - 20%).

To the financing members of the film in proportion to their capital contribution in the film on a pari passu basis until the financing membersare paid one hundred and twenty percent (120%) of their capital contribution. This will be called ‘preferential return.’

Up to ten percent (10%) to certain third party participants such as Screen Actors Guild and Writer’s Guild members.

To establish or increase a cash reserve as the producers reasonably may believe necessary to meet anticipated and/or contingent obligations of the film and/or accrued expenses, but not to exceed $100,000.

Further revenue shall be considered net profits, which shall be distributed in perpetuity as follows:

Once one hundred and twenty percent (120%) of the capital contribution has been accounted for, further revenue shall be distributed fifty percent (50%) to financing members, on a pari passu basisin proportion to their capital contribution, and fifty percent (50%) to theproducers.

Investors, Executive Producers, and/or Companies could be entitled to the following rewards:

Shareholder participation in UNSHARABLE LLC take part in:

• the film’s impact, dialogue, andresonance

• ability to attend international and domestic film festivals

• attend set during principal photography in NewYork

• invitation to world premiere and ability to promote atevent

• ability to use and promote investor’s company logo

Page 21: UNSHARABLE Prospectus - August 8, 2016

BASED ON A FINAL PRODUCTION BUDGET OF $1,250,000 WITH A 25 UNIT BREAKOUTThere are up to 50 territories to sell the film on multiple distribution platforms

PRODUCTION BUDGET $1,250,000 CONSERVATIVE LICENSING FEE $1,500,000

MODERATE LICENSING FEE $2,000,000 EXCEPTIONAL LICENSING FEE $5,000,000

BREAKTHROUGH LICENSING FEE $7,500,000

BREAKTHROUGH GROSS $7,500,000

Therefore, these charts may not reflect certain revenue projectionsspecific to UNSHARABLE which would be utilized to accelerate theinvestors’ return while significantly reducing investors’ risk.

Please note: Charts below are for reference purposes only and are simply intended to represent the average independent film production.

IT IS IMPORTANT TO NOTE THAT NO TWO FILM PRODUCTIONS ARE ALIKE. ACTUAL COSTSAND REVENUES MAYVARY GREATLY.

Calculations do not take deductions from gross receipts and 50/50 split post recoupment into account

CONSERVATIVE GROSS $1,500,000

OWNERSHIP OF 5 UNITS $50,000

OWNERSHIP OF 25 UNITS $250,000

Profit per unit: OWNERSHIP OF 1 UNIT $10,000

OWNERSHIP OF 10 UNITS $100,000

EXCEPTIONAL GROSS $5,000,000

OWNERSHIP OF 5 UNITS $750,000OWNERSHIP OF 1 UNIT $150,000

OWNERSHIP OF 10 UNITS $1,500,000

MODERATE GROSS $2,000,000

OWNERSHIP OF 5 UNITS $150,000

OWNERSHIP OF 25 UNITS $750,000

OWNERSHIP OF 1 UNIT $30,000

OWNERSHIP OF 10 UNITS $300,000

OWNERSHIP OF 5 UNITS $1,250,000OWNERSHIP OF 1 UNIT $250,000

OWNERSHIP OF 10 UNITS $2,500,000OWNERSHIP OF 25 UNITS $3,750,000 OWNERSHIP OF 25 UNITS $6,250,000

Alternative Scenario: If the film is unable to secure a top sales and distribution company, the producer team would self-distribute the film to independent theaters across the country and worldwide, as well as through top digital platforms such as iTunes,

Amazon, Netflix, VOD, and other on-site rental locations. With this scenario, the producer team still will have the opportunity to garner a return on investment.

Page 22: UNSHARABLE Prospectus - August 8, 2016

ROB BAUNOCH III [email protected]

(414) 708-3457

DALLAS BRENNAN [email protected]

(646) 300-1530

TARASICKMEIER [email protected]

(949) 413-5257

KEVIN [email protected]

(646) 510-4204