FINANCIAL DESIGN

“Today’s ‘best practices’ lead to dead ends. Successful people find value in unexpected places, they do this by thinking about business from first principles instead of formulas.”

—Peter Thiel

Financial Instrument

Due Diligence Results in Range of Compelling Choices

Our selection of a Private Placement Offering via Regulation D, 506(c) reflects nearly two years of due diligence, to include a half dozen conversations with senior attorneys at the U.S. Securities and Exchange Commission (SEC), who graciously availed themselves to clarify our questions regarding instruments under consideration. Thus, not only have we mitigated the mysteries of modern-day film financing through a straightforward, uniquely versatile instrument to meet our immediate needs for a successful $5 million capital raise, but now have in place the optimal financial and legal framework for a larger enterprise-level capital raise, mid-to-late 2025, to fund the development of the Manalive organization and its entire project slate.

For more specific information and a comprehensive overview of Manalive’s Private Placement Offering, please see the Accredited Investor and Investor Portal pages accessed via the primary navigation index above. (To note: the information contained within these pages do not constitute an offering of securities, which we will make only through our offering documents, which should be read carefully before deciding to invest.)

What follows is a high-level overview of our approach to this capital raise. The information provided within the Offering Documents will take precedence should there be any disagreement with what is presented herein. 

Offering Framework

$5 Million to be Raised by December 8th

Manalive Media Group is offering 50 whole units at $100,000 each. Each unit will give an investor a 1% profit share of the production.

We plan to complete this raise by December 8, 2024, but will consider extending the deadline as necessary to ensure success.

We will not use any of the funds until receiving commitments for the entire $5 million. If, for any reason, we do not raise the entire amount, any subscription payments will be refunded without interest.

Profit Participation

A Rising Tide Lifts All Boats

After operating expenses, revenue shall be allocated per the following distribution waterfall:

  • First, and only if we secure P&A Loans (which is not the current plan), 100% of such revenues shall be directed according to the terms of the P&A Loans.
  • Second, 100% of such remaining revenues shall be distributed to the investors until they have received an amount equal to 110% of their investments.
  • Thereafter, 50% of all such remaining revenues shall be distributed to investors and the remaining 50% to the Manalive team involved in the production.

The country of France offers a 30% tax rebate on qualified expenditures. This rebate will be distributed as revenue since we will recoup it only after production. Likewise, any pre-sales will immediately be distributed per the waterfall structure.

Waterfall Example: $6M Net Revenue

Investor Total: $5.7M (Recoupment + 50% of Revshare)

“Strategy is a commodity, execution an art form.”

—Peter F. Drucker