MIDNIGHT SWING
Midnight Swing
Business Plan
Inquiries
Deb Havener
cell: 614.264.6679
office: 614-458-7922
debhavener@gmail.com
Nolan Gerard Funk
nolangerardfunk@gmail.com
(Confidential)
CAA
Attn: Tony Lipp
424.288.2000
Recipient:
Name:
Number:
Date:
This document is for informational purposes only. It is not a prospectus. It does not constitute a legal contract or
offer information beyond the scope, such as tax advice or partnership documents. This document does not
constitute an offer to sell or solicitation of an offer to buy any security. Neither this document nor any other of the
proprietary information herein may be published, reproduced, copied, disclosed, or used for any purpose without
the prior written consent of Midnight Swing Productions. Filmmaking is a high‐risk business, and no guarantees are
offered that investors will recoup any or all of their investment.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
TABLE OF CONTENTS
EXECUTIVE SUMMARY..............................................................................................................................6
ATTACHMENTS…………………………………………………………………………………………………………………………..………....7
OVERVIEW……………………………………………………………………………………………………………………………….….……..….8
THE COMPANY………………………………………………………………………………………………………………………….….……..…8
THE PRODUCTION TEAM………………………………………………………………………………………………………….….……..….9
STORY …………………………………………………………………………………………………………………………………………………..11
SYNOPSIS……………………………………………………………………………………………………………………….......................12
MARKETING…………………………………………………………………………………………………………………………….….………..13
Marketability Factors...................................................................................................................14
Why Invest in a Movie?................................................................................................................15
Musical Box Office…………………………………………………………………………………….…………………..………...16
A Closer Look…………………………………………………………………………………………………………………..…..…..17
CAST CONSIDERATIONS……………………………………………………………………………………………………………..…….…..19
PRODUCTION BUSINESS OVERVIEW…………………………………………………………………………………………..….…....20
MOTION PICTURE PRODUCTIONS……………………………………………………………………………………….…….……….…21
THEATRICAL EXHIBITION………………………………………………………..…………………………………………………..…….….21
NON-THEATRICAL EXHIBITION………………………………………………………………………………………..………..……….…23
THE INDEPENDENT MARKET……………………………………………………………………………………………..……………..…..25
DISTRIBUTION..........................................................................................................................................27
THE TIMELINE……………………………………………………………………………………..………………………………………..………28
THE INVESTMENT………………………………………………………………………………………………………………………….………29
REVENUES FROM DISTRIBUTION………………………………………………………………………………………………….……...29
REVENUE SOURCES………………………………………………………………………………………………………………………….……31
ACCOUNTING………………………………………………………………………………………………………………………………….…….31
REVENUE SCENARIOS…………………………………………………………………………………………………..………………….…...32
RISK FACTORS……………………………………………………………………………………………………………………………..…….….33
Risk of Motion Picture Financing……………………………………………………………………………………….………33
Risk of Motion Picture Production……………………………………………………………………………………...…….33
Risk of Motion Picture Distribution…………………………………………..………………………………………….…..34
Lack of Liquidity…………………………………………………………………………………………………………………….….34
Tax Risks…………………………………………………………………………………..………………………………………….…..35
Lack of Operating History……………………………………………………………………………………………………….…35
Liability………………………………………………………………………………………………………………………………….….35
Loss of Dissolution………………………………………………………………………………………………………………….…36
SCHEDULE A………………………………………………………………………………………………………………………………………....36
Budget Top Sheet……………………………………………………………………………………………………………………..37
SCHEDULE B - MEDIA AND PROMO ARTICLES.........................................................................................38
Hello, 'Birdie'………………………………………………………………………………………………………………………………………….39
A rising young actor plays a teen idol in the coming Broadway musical revival………………………………….39
Script Coverage………………………………………………………………………………………………………………………………….....47
Articles ………………………………………………………………………………………………………………………………………………….50
CONFIDENTIALITY STATEMENT ...............................................................................................................54
CONTACTS …………………………………………………………………………………………………………………………………...55
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
Sometimes I damn near feel like crying I want it so bad .
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
The top 114
out of 6,380
scripts …
To date, this is
the largest
screenwriting
competition
in history.
“Midnight Swing”
is “Glimmer, Glimmer”
in the Nicholl
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
EXECUTIVE SUMMARY
EXECUTIVE SUMMARY

Hot boys. Hot girls. Hot swing. Hot dance. Midnight Swing sizzles with music, dance and the rich
backdrop of tinsel town’s golden era of movies.

Midnight Swing Productions is comprised of a partnership between Deb Havener
(writer/producer) and Nolan Gerard Funk (actor/producer). Midnight Swing is in the process of
securing a co-production partner and finance specifically for the feature film production of
Midnight Swing.

Our goal is to create and deliver a movie replete with rich characters, exciting danc e
numbers, bittersweet romance, and a dramatic subtext about coming of age
during a time when America was about to lose its innocence. We strive for a film
that moves, inspires and entertains... one that has all the right ingredients to
become a classic.

Midnight Swing is the story of two young trumpet players who revel in jazz, booze and women –
until one of them confesses a dark secret that will tear their band apart and destroy the friendship
of a lifetime.

A gorgeous backdrop. A hot young cast and an award-winning script; This is a perfect investment
for those who enjoy being part of something original, fresh and fun, not to mention profitable.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
ATTACHMENTS
Producer/Writer
Deb Havener
Deb is currently in development/prep on a Russian thriller feature, a fantasy short and a 1940s short
musical. She is a 2009 Nicholl semi-finalist (www.oscars.org/awards/nicholl/fellows/finalists.html).
Recently, Deb’s team placed in the Finals/Top 10 and won Best Editing and Best Actor awards for the
2009 48-Hour Shootout Film Competition with the fantasy short Happy Endings. Deb runs Pretty Egg
Productions with her husband Neal in Columbus, Ohio.
Producer/Actor
Nolan Gerard Funk
With a Leo Award Nomination, a top 10 album, a #1 soundtrack on itunes and an upcoming 4-episode
guest-starring role on SyFy’s hit series Warehouse 13 Nolan is having a banner year. Recently, he made
his Broadway debut in the much-anticipated Bye Bye Birdie – a show that garnered an extended run and
one of the highest box office ticket sales in the history of the Roundabout Theater.
www.byebyebirdieonbroadway.com
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
OVERVIEW
The motion picture Midnight Swing is set to go into production in the Summer of 2010. The Cost is
estimated at nine million dollars ($9,000,000). The sum shall be raised independently through ninety (90)
private equity investments of $100,000 per unit. See Schedule “A” for the budget.
The project is expected to span 4 to 5 months.
Pre‐production will begin in April 2010 and last 8 weeks.
Principal photography, lasting 7 weeks, will occur in June 2010.
Finally, post‐production will commence at the beginning of July 2010 and continue through September
2010. The investors will recoup one hundred percent (100%) of their investment from all revenues
generated worldwide from all sources, after the deduction of distribution fees and deferments, and
subsequently an additional twenty percent (20%) of their original contribution, again from revenues
generated worldwide. Thereafter, the investors shall receive 50% and the Managers shall receive 50% of
all subsequent revenues. (See Revenues From Distribution Page 26.)
THE COMPANY
THE COMPANY
Midnight Swing Pictures will officially form as an LLC upon securing funding for the feature film Midnight
Swing. Midnight Swing Pictures will form for the specific purpose of developing the Midnight Swing
feature film, obtaining production financing, contracting for the commercial exploitation of the film, and
administering the distribution of revenues. The company is a discrete entity whose business has been,
and will be conducted solely for this purpose. The company has retained the legal services of
___________________ to oversee the project.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
THE PRODUCTION TEAM
DEB HAVENER
Writer/Producer
At the age of 13 Deb told her parents she had to stay
after school for a detention, then cut herself an audition
at the Mansfield Playhouse where she was cast in her
first musical … Carnival. After a severe dressing down
from her parents they allowed her to stay in the show.
For thirteen years she continued to perform in and
choreograph various musicals for local and collegiate
theater
productions. Among her favorites are Pirates
of Penzance, Follies and Oliver! (for which she won a BOTL Award for horse-whipping her
entire cast into learning a blend of Irish clogging and tapdancing on top of a dozen rolling
barrels).
Her stage work took her to Los Angeles where she was cast in several less than stellar
productions, including the bumbling whack job of Noises Off with Nathaniel Productions
and the El Camino version of Guys and Dolls.
Thank goodness she knew how to write. And wait tables.
Deb’s current and upcoming projects include the feature The Siberian Exchange – a Russian
thriller with Cannes/Silver Lion award-winner James Brown attached to direct, the musical
short Canaries and fantasy short Fantasy in C (which she is prepping for a May 2010 shoot).
She is co-producing the hip-hop documentary The Groove Shack for Martin Jones
Productions (San Francisco, in post).
Deb runs Pretty Egg Productions, an independent production company in Columbus, Ohio
that she co-founded with her husband Neal (imdb). Among their short films is Stay Clean, a
musical stoner comedy that premiered at the Ohio Independent Film Festival. Their first
short, Kill, Ratboy, Kill, premiered in the Midwest and went on to several screenings that
resulted in drunken campus riots, thus gaining the attention from Troma Films in NY.
Deb studied Dance and Theater at the Ohio State University/BFA Program before obtaining
her BA in English/Creative Writing. She has taught screenwriting through the National
Collegiate Arts Program at the Ohio State University and other collegiate venues.
Deb works as a reference librarian for a five-star (ALA) public library.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
NOLAN GERARD FUNK
Actor/Producer
Recently, Nolan made his Broadway debut in the muchanticipated Bye Bye Birdie in which he starred opposite
John Stamos and Gina Gershon. Though the play received
mixed reviews, the critics bestowed glowing praise upon
Nolan for his fun, fresh portrayal of Conrad Birdie. Nolan's
current projects include the upcoming dark teen comedy Triple Dog, a guest-starring role on
SyFy’s hit series Warehouse 13, and the thriller Bereavement – in which he stars opposite
Michael Biehn and Alexandria Daddario (20th Century Fox’s Percy Jackson & The Lightning
Thief)
A former national gymnast and diver, Nolan began acting professionally at the age of
fourteen when he was cast in Steven Spielberg's Sci-Fi mini-series Taken.
His starring role in Sony BMG/Nickelodeon's 2009 movie musical, Spectacular! was the
perfect opportunity for him to showcase himself as a singer, actor and a dancer. With the
number one soundtrack and a top ten album on itunes, Nolan also had his first song on the
billboard charts with "Break My Heart".
Nolan's heartfelt work on the televised youth series Renegadepress.com earned him critical
praise and his first Leo Award nomination. His role as the Italian redneck, "Todd Palladino,"
(in CW's Aliens in America) was also well received by his peers and the media.
Nolan has guest-starred in dozens of hit series including Smallville, Killer Instinct, The L
Word, The Dead Zone, Warehouse 13 and on the ABC series Castle. He also starred
opposite Kim Delaney in the CBS pilot Practical Magic (produced by Sandra Bullock), and
several Lifetime features, including My Name is Sarah, in which he starred opposite Jennifer
Beals. He can next be seen in the upcoming Hallmark Hall of Fame production of Wilderness
Family.
For such a young age, he has played a myriad of diverse roles: A football hero turned
necrophiliac in the feature, Deadgirl, which recently screened at Toronto Film Festival; a rich
high-school coke dealer in Class Savage; and a clinically depressed kid from the wrong side
of the tracks in the upcoming film Bereavement.
Nolan is attached to play the role of “Jack DuPree” in Midnight Swing.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
Midnight Swing
GENRE: Drama/Comedy/Music
LOGLINE: Two young trumpet players revel in jazz, booze and women -- until a
dark secret emerges that threatens the fate of their band and the friendship of a
lifetime.
STORY : Big bands are in full swing, smoking tea is all the rage, and young
musicians are hitting the road in hopes of becoming the next Benny Goodman.
Welcome to the summer of '39, when Teddy Arnold and his Blue Boys Dance Band
journey from their small Ohio town to the splash and dash of the Palomar
Ballroom. Middle-aged Teddy knows he isn't getting any younger, and Charlie and
Jack -- the hottest young trumpet players in the band -- are just what he needs to
finally hit the big -time. When a smooth-talking photographer from Down Beat hits
the road with them a dangerous secret emerges that threatens the fate of the
band and ignites a feud in the deepest of friendships.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
Midnight Swing
SYNOPSIS
Big bands are in full swing, smoking tea is all the rage, and kids as young as 16 are hitting the road in
hopes of becoming the next Benny Goodman.
Summer, 1939.
It’s another hot, swinging night at the Starlight -- a little joint in a small Ohio town, and all the kids are
there to see their favorite local swing band -- TEDDY ARNOLD AND HIS BLUE BOYS.
The self-proclaimed stars of this band are two young trumpet players, best friends CHARLIE HATFIELD, the
sensitive first-chair player, and JACK DUPREE, a streetwise charmer who craves attention. They know how
to play off each other to milk the crowd for applause and affection – much to the chagrin of their
bandleader Teddy -- who just craves a little professionalism.
Weaving his way through the crowd this fateful night is LARRY EVANS – a photographer from the hit
magazine DownBeat. Sent to snap pictures of obscure swing bands of the Midwest, the usually cynical
Larry is amused by the youthful, showy band. And when Charlie steps forward to perform a solo, Larry’s
fascination is unmasked.
He soon finds himself alone with Charlie in the men’s room. Using his prestige as a DownBeat
photographer, Larry talks Charlie into coming up to his hotel room to look at photographs of famous
bands. In a room bathed in romantic hues of moonlight, Larry convinces Charlie to dance with him. After a
couple more shots of booze, Charlie yields to desire and has his first sexual encounter with another man.
Teddy desperately wants Larry to get the band into the pages of DownBeat. The very thought makes him
a-twitter. He invites Larry to hit the road with them for an exclusive, all-access pass to the band. Charlie,
who has found himself gazing moon-eyed at Jack more than once, works hard to keep his heart off his
sleeve -- and his encounter with Larry a secret.
On the road, Charlie and Jack share a night of drunken merriment – until Charlie confesses his real
feelings. His secret tears apart their friendship. Jack, confused by his own feelings for his closest friend,
has sex with as many girls who are able and willing. Their anger and fear carries over into their
performances ... and while their music is at once fiery and brilliant, the band is ultimately torn apart.
Welcome to the swingy-hot summer of '39, when romance, passion and lust run rampant through the
Teddy Arnold and his Blue Boys Dance Band – not only in their sexual awakening, but in the very music
they strive to play.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
MARKETING
Take Chicago – cross it with Moulin Rouge. Throw in a little Brokeback Mountain and Almost Famous.
What do you get? You get a film that delivers at the box office, snags critical acclaim, and finds its way to
the Oscars.
We offer you Midnight Swing – replete with a gorgeous cast, dazzling dances, bittersweet romance, and a
dramatic subtext about coming of age during a time when America was about to lose its innocence.
Who is this movie for?
We like to think it’s for anyone who has ever had a dream. But let’s break that down into numbers. We
strive to appeal to the largest group of ticket-buyers in the age demographic of Generation Next.

Males, 18 – 24: Most males in this age category spend a huge portion of their money on music
downloads and CDs. They tend to want to be in a band, know someone in a band, or want to go
out and see a band. Our movie is all about being in a band. And did we mention there are hot girls
in it, too?

Females, 18 – 24: For the sheer marketability of the young male cast. Let's face it, there are more
women in our population than men, and this age bracket is all about latching onto eye-pleasing
talent. The young female cast also offers fresh and identifiable characters for this group.
A study from the Pew Research Center shows that when Generation Nexters were asked about their life
goals, being rich and being famous were the most important goals for the majority of this generation. Our
fictional band and the leads have these same goals, so are extremely identifiable with this age group.
Other groups by age:

24 – 34: This group has one foot in the world of youth and the other foot on the other side. We
offer characters who live and breathe the struggles of learning to grow up while hanging on to
their fading childhood. We like to call this our bittersweet aspect.

25 – 54: For those audience members who have grown tired of (and disregard) the bombardment
of slick SFX and crave a story with rich characters that they can identify with. One of our pivotal
characters is in this age bracket.

Adults 54 and older: For those audience members who crave a little nostalgia we offer the heyday
of the big band swing-era, complete with lush musical production and authentic swing dances.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
OTHER MARKETABILITY FACTORS
DANCE is hot in America and around the globe right now. Some of the highest-rated shows on TV are
Dancing with the Stars and So You Think You Can Dance. Midnight Swing explodes with show-stopping
and innovative choreography.
MOVIE MUSICALS are hot right now: Mama Mia, Chicago, Moulin Rouge, High School Musical, Footloose,
Spectacular – have all tapped into mainstream America. The ratings and ancillary profits generated
around the globe are proof that the world craves more of this kind of picture.
ARTHOUSE CROSSOVER is also a likely factor for Midnight Swing. With a critically acclaimed script, a
platform issue (without being preachy), and likeable characters in a musical setting, we aim to reach
those audience members who want more than a "blockbuster" blow 'em up, and those ticket-buyers who
want to be immersed in a great story with layered characters and rich spectacle.
But, aren't period pieces hard sells?
You may have heard that period pieces are hard sells. That said, we'd like to point out just a few period
piece features that were successful both critically and at the box office:
Titanic
Shakespeare in Love
Saving Private Ryan
Fried Green Tomatoes
Stand By Me
There Will Be Blood
Hairspray
Chicago
Gangs of New York
Brokeback Mountain
L.A. Confidential
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
Why invest in a movie in this economically volatile world we live in?
Because people will always go to the movies – and today, according to the New York Times and various
other legitimate sources, it’s one of the more sound investments one can make.
During the Great Depression a poor man could nurse a Depression Cocktail (a concoction of a free glass of
water and ketchup) at the famed Automat in NY to ward off starvation. People wore threadbare clothes.
They pasted empty cereal boxes on their make-shift walls as insulation to keep the cold out. And they still
went to the movies.
Movies. Why do we go?
We go because we crave stories.
That was then. This is now.
Movies have changed and so have the times.
Yes, they have. Movies are slicker, more expensive, more technologically advanced than they used to be.
We live in a much more visual-oriented world. But we've become bored with the flash and spectacle. We
throw away the helicopter crashes that are thrown at us and settle in for the good stuff. We always want
more in this ever-changing existence. Yet what remains constant is our craving to share and indulge in the
human experience. Stories and movies are a means of sharing that experience with each other.
What sets our project apart is a nod back to the traditional way of making a movie. We start by stripping
away the expensive and unnecessary effects that the audience has already seen and has grown bored
with. We start by going back to the basics. We start by sharing a good story to get caught up in.
Is it risky? You bet. So is investing in housing or technology or science or medicine or education or the
rainforest. Investing in our movie, however, gives investors a chance to offer the public a reprieve from
their uncertain lives in this ever-changing, unstable world; Two hours of riveting adventure, hot music and
poignant comedy. This is what makes our lives richer. This is what brings us together; Movies with a
captivating story and characters. We start with the basic elements of moviemaking: a great script, a
talented and appealing cast, a director with the right vision, then drape on the lights, color, dazzle and
action. Everyone on our staff is enthusiastically in love with the project and we want you to join in the
adventure of making a little movie we call Midnight Swing.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
MOVIE
MUSICALS
1974-Present
Live action only.
TOTAL GROSSES | OPENING WEEKENDS
NOTE: Keep in mind the date, cost of living and ticket prices for some of these successful musical movies.
These figures are compiled from Box Office Mojo (boxofficemojo.com).
Rank Title
Lifetime Gross / Theaters
Opening / Theaters
Date
1
Grease
$188,389,888 862
$8,941,717
862
6/16/78
2
Chicago
$170,687,518 2,701
$2,074,929
77
12/27/02
3
Mamma Mia! $
144,130,063
3,194
$27,751,240 2,976 7/18/08
4
Hairspray (2007)
$118,871,849 3,121
$27,476,745 3,121 7/20/07
5
The Rocky Horror Picture Show
$112,892,319 -
n/a
6
Dreamgirls
$378,950
7
High School Musical 3: Senior Year
$90,559,416
8
$103,365,956 2,797
3,626
-
9/26/75
3
12/15/06
$42,030,184 3,623 10/24/08
The Best Little Whorehouse in Texas
$69,701,637 1,435
$11,874,268 1,400 7/23/82
9
Moulin Rouge!
$57,386,607
$167,540
2
5/18/01
10
The Blues Brothers
$57,229,890 -
$4,858,152
594
6/20/80
2,283
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
A CLOSER LOOK . . .
MOULIN ROUGE!
Domestic Total Gross: $57,386,607
Release Date: May 18, 2001
Genre: Musical
Running Time: 2 hrs. 7 min.
MPAA Rating: PG-13
Production Budget: $50 million
Domestic:
$57,386,607
32.0%
+ Foreign:
$121,826,827
68.0%
= Worldwide: $179,213,434
MAMMA MIA!
Domestic Total Gross: $144,130,063
Release Date: July 18, 2008
Genre: Musical
Running Time: 1 hrs. 48 min.
MPAA Rating: PG-13
Production Budget: $52 million
Domestic:
$144,130,063
23.6%
+ Foreign:
$465,697,598
76.4%
= Worldwide: $609,827,661
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
HIGH SCHOOL MUSICAL 3: SENIOR YEAR
Domestic Total Gross: $90,559,416
Release Date: October 24, 2008
Genre: Musical
Running Time: 1 hrs. 40 min.
MPAA Rating: G
Budget: $11 million
Domestic: $90,559,416
35.8%
+ Foreign: $162,349,761
64.2%
= Worldwide: $252,909,177
BROKEBACK MOUNTAIN
Domestic Total Gross: $83,043,761
Release Date: December 9, 2005
Genre: Western
Running Time: 2 hrs. 15 min.
MPAA Rating: R
Production
Budget: $14 million
Domestic:
$83,043,761
46.6%
+ Foreign:
$95,018,998
53.4%
= Worldwide: $178,062,759
Our projected budget for Midnight Swing: $9 Million
How can we do this? We start with Union Minimums and no extravagant perks*
*The cast may get a mint on their pillows if they’re well-behaved.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
CAST CONSIDERATIONS
TEDDY
Steve Buscemi
Hugh Grant
Paul Giamatti
James Marsters
CHARLIE
Daniel Radcliffe
Jamie Bell
Zac Efron
Chris Colfer
JACK
Nolan Gerard Funk (attached)
LARRY
Ewan McGregor
Peter Sarsgaard
Patrick Wilson
Paul Rudd
Bradley Cooper
DAISY
Emma Watson
Amanda Seyfried
Amanda Bynes
HERBERT
John Francis Daley
Seth Hill
AL
Dominic Monaghan
Jason Dohring
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
JIMMY
John Brickner (read-through)
MARTHA
Megan Follows
Gillian Anderson
Carla Gugino
Virginia Madsen
MARY
Lauren Graham
Sherilyn Finn
Kristin Scott Thomas
Demi Moore
Parker Posey
DINAH
Emma Watson
Amanda Bynes
Olivia Thirlby
DOREEN
Elizabeth Perkins
Virginia Madsen
PRODUCTION BUSINESS OVERVIEW
The motion picture industry is an ever evolving and multi‐faceted business. Despite changes in
technology and managerial structure that have occurred through the years, the two basic phases of
creating and marketing a motion picture remain the same. The first phase, Production, involves the
development, physical production and financing of motion pictures. The second, Distribution, includes
the advertising, publicizing, licensing, promotion, physical reproduction, delivery, and in sequential
order of markets, the exhibition of completed motion pictures.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
MOTION PICTURE PRODUCTIONS
A motion picture begins when a company or individual purchases the rights to a literary property,
usually a screenplay or a book. At this point, the motion picture enters the development stage. Here, a
writer is secured to either convert the property into a screenplay, or to fix any problems that might
occur in an existing screenplay. Once financed through studio, equity, or other financing, the project will
move into pre‐production, which involves hiring the creative personnel (actors, director, physical
production crew, etc.) and securing locations in which to shoot. Following this, a shooting schedule and
budget are formed and a start date is set. Principal photography consists of the actual filming of the
motion picture. After principal photography concludes, the project enters the post‐production phase, in
which an editor and his team weave together the various scenes of the film to create a visual
representation of the screenplay. Once the picture is “locked”, opticals (visual effects using lenses
instead of digital means), music, and sound effects are combined and synchronized to the picture to
produce a negative print from which release prints are struck. Also, during post‐production, materials
are created directly relating to the distribution of the motion picture, e.g., trailers for television and
theatrical exhibition and advertising campaigns. Shortly after post‐production, a motion picture is ready
for distribution, where the various prints of the film are sent to “a theater near you” and you plunk
down your hard earned cash to be entertained.
THEATRICAL EXHIBITION
The most common place for completed motion picture to start its life is in a movie theater. While this is
usually the best place to see the film (big screen, great sound and popcorn), it is vitally important
financially because revenues from all other windows are driven by the success of the theatrical
distribution. As such, distributors want their films on as many theater screens (up to and over 3,000 in
some cases) for as long as possible in order to not only generate more ticket sales, but drive up the
licensing costs for windows such as DVD/home video. Although major studios have some power to keep
a mediocre motion picture on the screen with its greater marketing and promotion resources, good
independent motion pictures will also find their market. Exhibitors have always maintained that they
will show any motion picture they think their customers will pay to see.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
While the economic life of a feature film may last for decades, the bulk of the revenue is earned over
the first three‐year period. The first year's revenues will consist primarily of theatrical revenues (the
international release often takes well over a year since, unlike the domestic market, different
international territories are often released sequentially, not simultaneously). The theatrical deal is
usually the first one sought, and typically a major studio release obtains a 50/50 split of box office
receipts with exhibitors while independent films average a 49% take. Motion pictures generally exit
theaters after this first year. The second year of a film’s release may include some theatrical revenue,
but more likely stems most home video and pay television monies. The third year may consist of license
fees from free television sales.
The theatrical portion of the motion picture industry remains robust. The MPAA reported in 2007 that
the overall business increase between 2006 and 2007 soared 5.4% to $9.6 billion. The MPAA, attributes
this growth to the fact that people are going to movies in droves. In fact, the number of people going to
the movies has been growing steadily for the past few years, with 1.4 billion people going to the movie
theater last year. According to the MPAA, even as ticket prices rise, “Movies continue to draw more
people than either theme parks or the major sports combined in the U.S. Going to the movies remains
an affordable outing for most families – with admission prices significantly lower than alternative
entertainment options.”
“Consumers spent more time with filmed entertainment than ever before:
The average American spent 1,962 hours watching movies or TV in 2007, which is 6% more time than in 2003. At
the same time, they spent less time using media supported by advertising and more time with media they paid for.
“ ‐ MPAA
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
NON-THEATRICAL EXHIBITION
As stated above, the second and third years of a feature film’s release generate considerable revenue
from non‐theatrical sources. These windows include the pay and cable networks, DVD/home video
purchase and rental, pay‐per‐view, and network and syndicated television. New technologies, such as
the internet, are being advanced every day and could provide additional sources of revenue in the
future.
As the motion picture industry has gone through evolutionary changes, so has the non‐theatrical
segment. In the eighties, home video was the top growth area both in the United States and abroad.
Many video companies gave filmmakers advance payments in return for the home video rights to their
motion pictures. The makers of SEX, LIES AND VIDEOTAPE financed the film and others via this
method.
These days, advances from presales are not as grand as they once were. However, rental of video, which
now takes on the form of DVD’s, still are on the rise in the world. Realizing that they have competition
from places like pay‐per‐view channels, DVD manufacturers include director’s commentary, deleted
scenes and behind the scenes footage from the film in order to give the consumer a little more bang for
their buck.
Total sales and rentals of DVDs amounted to $23.4 billion in 2007 according to industry figures from the
Digital Entertainment Group. Consumers have less disposable income, but they still choose to buy and
rent DVDs. Overall, about 90 million homes have a DVD player, 2 million more than in 2006. Hollywood
shipped 1.7 billion discs — about 30 million more than in 2006 — a sign that DVD remains strong,
according the group’s president, Amy Jo Smith.
Pay‐per‐view and cable networks grew significantly in the late eighties and early nineties, and as their
numbers increased, so has the need to fill up all those extra hours of programming. Pay‐per‐view
channels receive motion pictures after video stores, generally within seven to nine months of theatrical
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
release. However, those films that do not fair well at the box office tend to appear sooner. Some pay
and cable channels, such as USA, HBO and Showtime finance their own feature‐length motion pictures,
called longform or telefilms. However, these motion pictures appear on television first, and then may go
into international distribution before finding their way to video stores.
Another area of growth: the movie download market, which is expected to double from $689 million in
2006 to $1.6 billion in 2008, research firm, SNL Kagan estimates.
The television market has changed considerably in the last decade. Until a few years ago, free television,
especially the networks, acquired the rights to broadcast motion pictures before they were released to
cable or video. Now, movies appear on network television after they have gone to the other ancillary
outlets and often a year or two after they appear on cable. Motion pictures are often seen "in flight" on
the airlines at about the same time that they appear on the networks.
Ancillary revenue sources are less certain because they are frequently out of the hands of the
filmmakers. Generally, even with big‐budget movies, novelization rights of the screenplay, creation of
comic book versions and action figures yield only small amounts of revenue (unless you are George
Lucas). Motion picture soundtracks have done well when a major recording artist contributes an original
song or writes much of the score, however recording companies tend to soak up most of this revenue,
so it is too uncertain to project ahead of time.
Producers are now exploring the sales and licensing of rights to other technologies. Multimedia software
companies make CD projects for interactive platforms, which can support products like video games
based on feature films (the James Bond franchise illustrates this point). As with film producers, these
tech companies must license the rights to books, theatrical motion pictures, and characters from comic
books or cartoons to gain an advantage in the new medium. With the advance of interactive technology
over the last few years, the potential for revenue in these areas is both at the same time unlimited and
unknown.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
A Look at the World of Independent Movies
Indie vs Big Budget

Studios are struggling to make their money back on big budget blockbusters. People are clamoring for
smart, provocative, yet entertaining films that move them emotionally.

“A stellar pack of small‐budget and independent movies have left traditional big‐studio epics out in the cold
in this year's Oscars race” Political Gateway, Feb 2006

"It's very unusual to see that four out of five of the best picture nominees are independent or low-budget
films, whereas it used to be the other way round," ‐ Marty Grove, Hollywood Reporter
THE INDEPENDENT MARKET
An independent company finds its production financing outside of the studio system. While the project
may get into in the world by a studio’s distribution wing, the negative cost (the amount of money it
takes to physically make the film – the monies listed in the budget) typically comes from other sources.
Unlike a studio or even a non‐entertainment corporation, one or two creative principles, such as a
writer/director, writer/producer along with a potential financial partner, own or control the company.
As with any small company, some grow to become large entities – generally through the success of one
film or film franchise. New Line Cinema exists as a prime example for this once small label produced the
Nightmare on Elm Street franchise and has now become a major competitor to the studios
with its Lord of the Rings trilogy. A smaller production company usually raises money for one
motion picture at a time, although there may be other films in different phases of development.
An independent motion picture goes through much the same process as a studio film ‐ from
development and pre‐production through production and post‐production. However, working outside
the studio environment provides many opportunities. The first involves bifurcating rights.
Independently financed films can license the rights of various windows of sale to separate domestic and
International distribution entities in order to maximize the earning potential for the film. The last few
years have demonstrated that motion pictures, which have not performed well in the domestic market
may perform exceedingly well in the international markets. What investors and producers must be
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
aware of is the practice of cross‐collateralization. Here a distributor who owns the worldwide rights to a
film will use the profits from one window, e.g. domestic theatrical, to offset losses from fees, expenses
and poor market performance in another, e.g. international theatrical. As a result, filmmakers and
investors may see minimum revenue overall. Finally, independently financed motion pictures provide an
opportunity for both the investors and producers to share in the revenues of the motion picture, unlike
studio financed pictures where a large allocation for overhead and other charges seldom allows for
profit realization.
The movie‐going public loves a good story. Regardless of a huge budget, fancy special effects or
high-priced talent, if a movie does not engross an audience, it will generally fail. Independent films are
not constrained by studio glitz and rather focus on telling a good story. Audiences seem to concur that
the cost of a motion picture and the revenues generated does not necessarily correlate as ticket sales of
independent films remain robust. Notable examples of low‐cost motion pictures that have gone on to
become international box office successes include Lost in Translation ($45 million domestic box
office gross), Garden State ($27 million domestic box office gross), Napoleon Dynamite
($45 million domestic box office). Profits from other revenue streams such as DVD/Home Video and pay
television increase these amounts significantly.
The corporate response to the new market realities in the movie business is particularly encouraging.
Every corporate studio has either a specialty division wing that handles lower budget films (Fox
Searchlight, Screen Gems, Paramount Classics), or has purchased a smaller studio to handle this need in
the marketplace as Disney did with Miramax in 1993. Also notable is the establishment of two cable
channels devoted exclusively to televising quality independent motion pictures, Bravo's Independent
Film Channel and Showtime's Sundance Channel under the guidance of Robert Redford. See Schedule
“B” for articles about the independent film industry.
Underlying this boom in corporate acquisitions/expansions and independent production is the
unrelenting demand for filmed entertainment, the continued expansion of ancillary markets, continued
technological advances providing new hardware outlets and exploitable markets for filmed
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
entertainment, and the resulting soaring values of motion picture libraries.
In the past few years independent filmmaking has gone through a renaissance. Several technological
innovations, such as non‐linear editing systems have made making independent films much more
economical. In addition, motion picture stars are willing to exercise their acting muscles in stories that
may be outside the cookie cutter mold that studios tend to generate. These two notions combined with
the fact that there are more outlets for independent films in multiplexes, art house theaters and pay
television continue to make independent films a necessity even in a downward economy.
DISTRIBUTION
Following completion of the post‐production process, the Managers of Midnight Swing Pictures will
seek a distributor for Midnight Swing. Producers of independent motion pictures, however, will often
seek an advance for distribution rights or an outright sale of the motion picture. The amount generated
by such an advance or sale is influenced by film festival recognition and the general perception of the
motion picture in the marketplace. Once a distribution deal has been struck, the actual marketing of
Midnight Swing is the distributor’s responsibility. It involves the representation of the film in terms of
genre, the placement of advertisements in various media, the selection of a sales approach for
exhibitors and foreign buyers and the “hype” or “buzz” (word of mouth, promotional events, alliances
with special interest groups. All of these factors are critical to a film’s success.
The Managers of Midnight Swing Pictures plan to go with a distributor who has the knowledge,
expertise and patience to give special care to low budget films that larger studios often lack. These
distributors often allow a motion picture to find its audience slowly and methodically. However, this
does not mean that independent distributors will not want to release motion pictures with mass appeal.
In addition, by focusing their marketing and promotional efforts on a handful of primary markets, these
companies are able to keep their costs relatively low. Because their focus is on fewer projects, the
motion pictures they handle, often receive better care than they would at a studio.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
Midnight Swing Pictures may go into the production of Midnight Swing without a distribution
agreement in place. At its most basic level, solid marketing and distribution support can come in the
form of providing a motion picture with financing to establish a film festival profile. As little as $15,000,
provided in the budget, can be sufficient to engage a public relations firm, create promotional materials,
and finance film festival applications and festival attendance by a motion picture's principals.
As previously discussed, this festival attention has been vital to launching motion pictures such as
Napoleon Dynamite, Open Water, Maria Full of Grace and Better Luck Tomorrow. Many of these
motion pictures, and others, have been supported in such a manner and have been successful in
achieving outright sales, substantial advances for rights, and the securing of quality distributors.
THE TIMELINE
Once most financing is secured for
the film, the project will move into
PREPRODUCTION‐ the phase in
the development of a motion picture
when final casting sessions occur,
outstanding crew positions are filled,
sets are designed, props built or
acquired, effects are planned out,
stunts are practiced, and actors are
rehearsed. During pre‐production,
both the script and the budget are
finalized. The anticipated
preproduction period will be 6‐8
TIMELINE
weeks.
Following pre‐production, the film
goes into PRODUCTION, the phase
during which all principle photography
occurs. This is scheduled for a 7 week
period.
Finally, after principal photography is
complete, the project will move into
POST ‐PRODUCTION. During this
phase, the film is edited, and optical
and sound effects, as well as music are
added. Post‐production will last 8
weeks and will take place in the Los
Angeles area.
Pre‐Production begins 4/15 and lasts for 8 weeks.
Principal Photography begins 6/15 and lasts 7 weeks (42 days/6-day weeks)
Post‐production begins 8/1 and lasts 8 weeks
April
June
July
August
September
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
THE INVESTMENT
The cost of making Midnight Swing will be nine million ($9,000,000). The Managers are offering 90
investment interests at one-hundred thousand per unit ($100,000). There is no limit to the number of
interests purchased by any single investor.
As stated earlier, each investor (the “Investor”) will initially recoup 120% of his/her investment from any
revenue generated from all sources worldwide‐ after the deduction of distribution fees, administrative
fees, and deferrals (see following pages). Once the Investors have recouped 120% of their investment,
the Investors will receive 50% and the Managers will receive 50% of any subsequent revenues. The
general distribution flow is explained below and on the following page.
REVENUES FROM DISTRIBUTION
The agency that secures distribution will take an industry standard fee (15‐30%) off the top, and will also charge
back any expenses associated with selling the film (advertising, travel, etc …). We will attempt to negotiate the
lowest fee possible and a cap on expenses. There may also be some small administration fees associated with
collecting and disbursing funds.
Some cast and crew members will allow us to defer a portion of their wages. This arrangement, which often
demonstrates a strong belief in the future success of the project, makes it possible to stay within our low budget
while still being able to obtain the most experienced people possible. These deferred salaries will be capped at a
total of 25% of budget
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
Distribution Fees & Administration Fees

The agency that secures distribution will take an industry standard fee (15 to 30%) of the top, and will also
charge back any expenses associated with selling the film ((advertising, travel, etc.). We will attempt to
negotiate the lowest fee possible and a cap on expenses. There may also be some small administration fees
associated with collecting and disbursing funds.
Deferrals

Some cast and crew members will allow us to defer a portion of their wages. This arrangement, which often
demonstrates a strong belief in the future success of a project, makes it possible to stay within our low
budget while still being able to obtain the most experienced people possible. These deferred salaries will be
capped at a total of 25% of budget.
Investor Reimbursement

All dollars go to the investors until their total investment has been repaid.
Initial ROI to Investors

All dollars go to the Investors until they have received an additional 20% of their original investment
All other revenues, 50/50

The Investors and Managers now share equally in all subsequent revenue
Funds from the subscriptions of this Offering will be held in an interest‐bearing account until at least
sixty percent (60%) of the budget has been raised from the equity offering. Upon release of the
production funds, the Managers will immediately commence pre‐production of the motion picture,
locking the production schedule, key talent and vendors, and thereafter commence principal
photography and post‐production to obtain a complete final version of the film.
If the Managers, in their best professional judgment, conclude that adequate funding cannot be
secured, investment dollars will be returned.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
REVENUE SOURCES
The Managers will own all rights for worldwide licensing of the film.
The distribution plan will be determined in conjunction with the distributor that the Company selects to
distribute the film. The Company will select a distributor based on the distributor’s previous success
with similar films and any other factors that will help to assure a successful release for the Film and the
highest return to our investors.
Target distribution outlets include (but are not limited to):

Theatrical

Cable and broadcast television

Home video and DVD

International theatrical and ancillaries
ACCOUNTING
Investors will receive quarterly statements. Profits will be paid out as received, no more than once
a month, with financial statements explaining the nature of the return. Required documentation
for income tax purposed will be delivered to investors at the beginning of each calendar year.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
REVENUE SCENARIOS
The Chart Below illustrates how revenues would be distributed in three different earning scenarios.
These scenarios are for illustration purposes only‐ to show how revenues flow‐ and should NOT be
construed as a promise or an expectation of future revenue.
Having said that, these ranges are realistic targets for movies like Place Setting, and the Managers will
be working hard to create a product and negotiate a distribution deal that will return as much profit as
possible to the Investors. As stated earlier, independent film is a high‐risk investment. There is NO
GUARANTEE that the Managers will secure a profitable distribution deal or that the film will generate
any revenue to the Investors or Managers.
Total Worldwide Sales
EXPENSES
Distributor's commissions fees (20% of sales)*
Distributor’s billable expenses (capped at $50,000)
Deferred wages/expenses (capped at 25% of
budget)**
Revenue after expenses
RETURN ON INVESTMENT
Return of original $ to investors (up to
100%)
Additional return to investors (up to 20%)
50% of remaining revenue to investors
Total Return to Investors:
Total dollars returned per unit
Profit in dollars
Projected return on investment
11,000,000
14,000,000
21,000,000
2,200,000
50,000
2,250,000
2,800,000
50,000
2,250,000
4,200,000
50,000
2,250,000
6,500,000
8,900,000
14,500,000
9,000,000
9,000,000
9,000,000
1,800,000
100,000
10,900,000
121,111
21,111
21%
1,800,000
1,600,000
12,400,000
137,778
37,778
38%
1,800,000
5,100,000
15,900,000
176,667
76,667
77%
* Fees and expenses charged by the distribution company are negotiable and Managers will endeavor to execute
the best possible deal. Figures shown above are reasonable estimates, and could be higher or lower.
** Deferments will not exceed 25% of the budget but could be lower.
THESE SCENARIOS ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE
CONSTRUED AS A PROMISE OR EXPECTATION OF FUTURE REVENUE
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
RISK FACTORS
Before making a decision to purchase the Interests offered herein, prospective investors should
consider the following factors, among others set forth in this informational memorandum.
Risk of Motion Picture Financing
The sole business of the Company will be to finance, produce and commercially exploit the motion
picture. In such a venture, the risk of loss is especially high in contrast with the prospects for profit.
Investment in a motion picture is suitable only for persons who do not require liquidity in their
investment and who are prepared to lose their entire investment.
If the Managers believe that the funds raised through this Offering are insufficient to produce the
motion picture, the Managers have the right to advance or cause to be advanced, or to borrow on
behalf of the Company, whatever additional funds they deem to be necessary. Any such funds so
advanced or caused to be advanced, or borrowed, shall be repaid prior to the repayment to the
Investors of their capital contributions. Investors should note that, even if the motion picture is
successfully distributed, such deferrals, loans or advances, if made, might result in a considerable delay
in the repayment of any Investor's Capital Contributions, or in a complete loss to Investors because
such deferrals, loans or advances may equal or exceed the revenues realized from the commercial
exploitation of the motion picture. However, it should be noted that the budget has been carefully
crafted and it is unlikely additional funds or loans will be required.
Risk of Motion Picture Production
The Managers may or may not obtain a completion bond for the motion picture, therefore it is possible
that all the contributions of the Investors could be expended without the completion of the motion
picture. In addition, although the Managers will seek to arrange for insurance policies to cover some
aspects of production of the motion picture, the Managers make no representations or warranties that
such insurance will be arranged and if arranged as to the sufficiency of the insurance.
In the event the Managers shall at any time determine in good faith that continuation of the production
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
of the motion picture is not in the best interest of the Company and should be abandoned, the
Managers shall have the right to make arrangements with any person or entity to continue the
production on such terms as they believe are in the best interests of the Company, or abandon the
same.
The Managers have not contracted for many key elements of the production, including the featured
performers. The Managers cannot and do not guarantee that any of the key actors or production crew
will fulfill their obligations under any contracts they have or may in the future have with the Managers
or with the Company. Moreover, if certain key personnel (including the director, producers, and certain
actors) cease to be associated with the project for any reason, it may be necessary to terminate
production of the motion picture.
Risk of Motion Picture Distribution
The Managers have not yet made any arrangements for the distribution of the motion picture. There is
no guarantee that, even if the motion picture is produced, a distributor will undertake to distribute it.
Furthermore, even if distributed, there is no guarantee that the marketing of the motion picture will
result in return of Capital Contributions or Net Proceeds to the Company, even if the motion picture is
successful critically, artistically, or both.
Lack of Liquidity
No trading market currently exists for resale of Investments in the Company, and it is not expected that
any trading market for them will develop.
The Company will impose certain restrictions on transfers of Interests including the requirement that no
such transfer take place without the consent of the Managers, which consent may be withheld in their
sole and absolute discretion. In addition, any transfer of the Interests will be required to comply with
the minimum purchase requirement imposed by the Company. Accordingly Interests should only be
purchased as a long‐term investment as holders of the Interests may not be able to liquidate their
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
investments promptly.
Tax Risks
The tax consequences of an investment in the Company are complex and may vary depending upon an
Investor's individual tax situation. The Managers cannot and do not make any representations nor
warranties with regard to the tax treatment of any investment in the Company.
Various aspects of taxation, including, without limitation, Federal, State and Local taxation, produce
effects, which are based on an individual's particular circumstances. Therefore, prospective Investors
are advised and expected to consult their own advisors as to all tax and legal consequences of an
investment in the Company.
Lack of Operating History
The Company is in the organizational stage and will not be formed until the capitalization of the
Company occurs. As such, the Company is subject to all the risks incident to the creation and
development of a new business, including the absence of a history of operations.
Liability
An Investor's personal liability for obligations of the Company is limited to the loss of their original
capital contribution and to any undistributed assets of the Company.
The Managers shall only be liable to the Company or the Investors for losses, judgments, liabilities, and
expenses that result from gross negligence, willful misconduct, or fraud. Thus, the Managers will not be
liable to the Company or the Investors for alleged errors or omissions. The Company will indemnify the
Managers for losses, judgments, liabilities, expenses and amounts paid in settlement of any claims
sustained by it in connection with the Company other than those resulting from the Managers' gross
negligence, willful misconduct, or fraud. Any such indemnification payment could deplete the
Company's cash available for investment in the motion picture or distribution to the Investors.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
Loss on Dissolution
Upon dissolution of the Company, the proceeds realized from the liquidation of assets, if any, will be
distributed to the Investors only after the satisfaction of the claims of Company, creditors, and the
establishment of any reserves that the Managers deem necessary for any contingent or unforeseen
liabilities or obligations of the Company. Accordingly, the ability of an Investment Partner to recover all
or any portion of his investment under such circumstances will depend upon the amount of funds so
realized and claims to be satisfied.
SCHEDULE A
Budget Top Sheet
The following page, Schedule A, consists of the top sheet for our projected budget for Midnight Swing.
As we are looking at various potential locations to get the best bargain, this budget is an estimation
only. We will look closely at the costs for producing Midnight Swing in three or more US states and other
territories that offer the best incentives and film infrastructure. The budgets are likely to be different
given the various incentives packages and costs of living for each state or territory.
Independent filmmaking is fueled by creative opportunity. In addition to starting with a quality screenplay, we will
secure the services of artists and/or other resources for less than market value. Our project has the support of a
core group of dedicated filmmakers who view the venture as an opportunity to generate both creative and financial
dividends, thus improving the commercial appeal of the project while keeping the budget modest.
NOTE: Nolan, the budget top sheet on next page does NOT reflect the time frame that’s written in this biz plan.
Also, I still need post figures and other amenities. It’s just here so we can see placement and format.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
TITLE
"Midnight Swing"
Producer:
DATE PREPARED:
Havener / Funk
Budget By:
Approved
By:
Director:
Prep Period:
Shoot Period:
Post:
NO.
12
8
12
27-Oct-09
Preliminary
Havener
Format:
Length (min.):
weeks
weeks
weeks
DESCRIPTION
Totals
35 mm
119
Totals
1
STORY AND SCRIPT
112,783.00
2
PRODUCER AND DIRECTOR
459,236.00
3
PERFORMERS
661,202.90
4
PRODUCTION STAFF
5
LOCATIONS AND STUDIO
6
PRODUCTION EQUIPMENT
7
RAW STOCK
8
LABORATORY
9
MISCELLANEOUS
1,688,044.35
82,019.20
740,660.00
318,850.56
69,150.00
Sub Total
10
SOUND AND MUSIC
11
EDITING AND FINISHING
$4,131,946.01
1,119,792.63
677,500.00
Sub Total
$1,797,292.63
Total
$5,929,238.64
Contingency 10%
Grand Total
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
592,923.86
$6,522,162.50
SCHEDULE B
The following attached pages for schedule B include promotional materials and articles culled
from a variety of legitimate sources, from Wall Street Journal to the Hollywood Reporter.
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved


THE ADVISER

SEPTEMBER 17, 2009, 7:56 P.M. ET
Hello, 'Birdie'
A rising young actor plays a teen idol in the coming
Broadway musical revival
By ELLEN GAMERMAN
It's a case of life hoping to imitate art. "Bye Bye Birdie," a Broadway musical about a teen idol, features an
actor in the title role who's a rising young star himself.
Nolan Gerard Funk plays Conrad Birdie, a rocker modeled after Elvis Presley, in the revival co-starring
John Stamos and Gina Gershon. Since previews began this month, hundreds of autograph-seekers have
been waiting at the stage door for a glimpse of Mr. Funk and the others.
Joan Marcus
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
"It's wild out there," says Todd Haimes, artistic director of the Roundabout Theatre Company, the show's
producer. He says advance ticket sales for "Birdie" are the largest in the Roundabout's history. Some
young fans come bearing DVD copies of "Spectacular!," a 2009 Nickelodeon TV movie starring Mr. Funk as
a hunk of rock 'n' roll beefcake who joins the high-school show choir.
Mr. Funk, a 23-year-old Canadian, has friends that add to the pop allure of "Birdie": Actress Amanda
Bynes tweeted that she hopes to come opening night.
The under-18 crowd comprised 12.4% of the Broadway audience in the 2007-08 season, the largest
percentage of children and teens in the past 30 years, according to the Broadway League, an industry
trade group. "Spring Awakening," a Tony-winning rock musical that ended its Broadway run in January,
drew almost exclusively teens, tweens and their parents (its current national tour is doing the same), and
the show spun off budding teen star Lea Michele from the Fox TV show "Glee."
Since "Spectacular!" Mr. Funk says young girls have started approaching him at shopping malls, but he's
not complaining. "There are times where people ask for a lock of your hair, but the truth is I have a lot of
gratitude for my fans," says the Vancouver native.
The actor says he's not interested in becoming the next Jonas Brother, and notes that his film work
includes edgy fare. "I murdered a transsexual in a movie directed by Agnieszka Holland, who is a brilliant
Oscar-nominated director who did 'Europa Europa,' " he says, referring to his role in "A Girl Like Me: The
Gwen Araujo Story" on Lifetime. "I don't think anybody can mistake me for bubble gum."
Write to Ellen Gamerman at ellen.gamerman@wsj.com
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
Reviews …
"Conrad (the excellent Nolan Gerard Funk) turns out to be a lug with looks." -- John
Lahr, The New Yorker
"Nolan Gerard Funk has the moves down ... his numbers are the highlight of the show."
-- Roma Torre, NY1
"The hype over BBB has been so awesome – over Nolan's performance in particular –
girls have been lining up at the stage door before and after the show's preview
performances for autographs, or just to catch a glimpse of him." -- Devra Newberger,
JSYK
"Mr. Funk seems more at ease onstage than anybody else. He sings on key and appears
to be enjoying himself. It’s nice to t hink that somebody is." -- Ben Brantley, New York
Times
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"As Birdie, Nolan Gerard Funk is cute, and his Act I songs … "Honestly Sincere'' and
"One Last Kiss'' … are highlights of the show." -- Bill Canacci, Central Jersey
"Funk (is) casually unsanitary and effortlessly hilarious as drafted fifties rock -idol
Birdie." -- Scott Brown, NY Magazine
"This production is at its best when the kids are center stage, especially in "A Lot of
Livin' to Do," led by the hip -swiveling Funk." -- Joe Dziemianowicz, NY Daily News
"Nolan Gerard Funk has some lounge -lizard electricity as Conrad Birdie, the rocker
manipulated into a last publicity stunt before he goes into the army." -- Linda Winer,
Newsday
“But the true key to this Birdie's
appeal is its youthful ensemb le. Nolan
Gerard Funk is a convincingly loutish
Birdie." -- Elysa Gardner, USA Today
"Funk ... and his pelvis at least are
having a good time, and his infectious
rockabilly intro, "Honestly Sincere," is
one of the few numbers cooking on
more than a low f lame." -- David
Rooney, Variety
4 A M r eh ea r sal f or Go o d Mo rn in g Am e ri ca
"Nolan Gerard Funk, meanwhile, adds a bit of spice to Birdie , who’s usually a
remote, vaguely drawn rock -and-roll menace to decent society. Funk makes him
distinctly unappetizing – wearing only Jockey shorts, he guzzles beer that runs
slobbily down his body — heightening the joke of the mindless adoration of his
young fans." -- Robert Feldberg, North Jersey
"In the middle, of course, is the rebellious, somewhat cynical, talented Bir die,
played to the hilt by Nolan Gerard Funk whose "A Lot of Livin' to Do" is the
evening's best number." -- David A. Rosenberg, Wilton Villager
"On the plus side is an enthusiastic performance by Nickelodeon star Nolan
Gerard Funk as teenybopper sensatio n Conrad Birdie. The energy level at the
newly refurbished Henry Miller’s Theatre rises whenever (he's) around." -Robert Cashill, Live Design, Seen & Heard
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Nolan Funk stepped into the role of Conrad Birdie -- the hip-gyrating rock star and heartthrob -- far before
rehearsals for this month's Broadway revival of Bye Bye Birdie began. Funk became a real-life teen idol -complete with a Facebook fanpage -- after starring (also as a rock star) in the Nickelodeon movie-musical
Spectacular! last winter. "In other parts of the States, fans are more likely to come up and just say 'hey,'"
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says the 23-year-old Canadian. "In New York, they sometimes come up on the subway. Then you're, like,
taking a picture with a little girl and her pet turtle, and there's a homeless guy complaining that the flash
is too bright."
Funk is tall and svelte with a charming touch of OCD: he couldn't wait to wipe down his dressing room in
the new Henry Miller's Theatre with his own chemical-free cleaner, admitting, "This is sort of Howard
Hughes-y of me." He was raised in suburban Vancouver where he "didn't really fit in," and spent his time
hiking through the Canadian wilderness and competing nationally in gymnastics. After a foot injury, he
quit gymnastics and started acting, taking the bus or the SkyTrain to acting classes at age 13. "I was
always really ambitious and very independent, so I drove the whole thing myself." Funk got his first gig
just a year later and has been working ever since, though Birdie marks his Broadway debut and his first
turn in a more mature role. To play the Elvis-coiffed Conrad, Funk says, "I tap into this carnal, primal part
of me and my balls drop and my feet sink into the ground." Let the screams begin.
Bye Bye Birdie opens at the Henry Miller's Theatre on October 15th
Birdiemania
This is the first Broadway revival of Bye Bye Birdie since the original opened in 1960. With a score by
Charles Strouse and Lee Adams, Birdie created quite a stir in its day, as the first musical to feature rock
'n' roll. The revival also stars John Stamos as Conrad's manager, Albert Peterson, and Gina Gershon as his
long-suffering girlfriend, Rosie -- roles originated by Dick Van Dyke and Chita Rivera.
Nolan wears clothing, shoes and accessories by TOPMAN. Stylist: Luigi Tadini Makeup: Margina Dennis
for Make Up For Ever Hair: Jordan Blackmore
This story was published on October 5, 2009.
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Oh look! The writer gets a local paper …
Excerpt from page 3:
...
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Script Coverage
Reprinted with permission
-----Original Message----From: louise@onezeroproductions.com
To: havenerjr@aol.com
Sent: Tue, 5 May 2009 3:50 pm
Subject: Midnight Swing
Hi Deborah,
I read Midnight Swing and love it. You write beautifully. The structure is
precise, the story compelling and moving, and the world so vital. I am wondering what
the current status of the project is?
My background is mostly in post production. I worked for Yari Film Group as Post
Production Manager for films such as The Illusionist, Crash, Matador. And I have been
an independent post supervisor for some years.
Last year I formed OneZero Productions and produced my first feature. I am
currently searching for the right script to take to our investors. We are having a
really hard time finding scripts that we feel passionate about and yours is the first
in a long time. It might be at a bit of a tricky budget range for the current
marketplace but I think it has enough elements to get broad appeal. I would have to
break it down to get a real idea of cost versus marketplace.
You should also know that I am also teaming up with some other producers and
putting together a business plan to make 3 lower budget films. If you have any other
scripts that you think can be made for less than 1.5 million I would love to read
them.
Also, do you have representation? I would be very surprised if you don't because of
the quality of your work.
I look forward to hearing from you,
Sincerely,
Louise Runge
_____________________
LouiseRunge
OneZeroProductIons
8285 Sunset Blvd. #2
West Hollywood, CA 90046
Office-323.656.5852
Cell-310.413.2462
PROPRIETARY AND CONFIDENTIAL Copyright © 2009, Midnight Swing Pictures -- All Rights Reserved
from Sarah Rath <sarah.rath@gmail.com>
to Deb Havener <debhavener@gmail.com>
date Mon, Jul 6, 2009 at 6:21 PM
subject Re: Co-pro on SUNDANCE script
mailed-by gmail.com
I read Midnight Swing this week and it was GREAT! With everyone's interest in
dance right now (So You Think You Can Dance, Dancing With the Stars,
etc.) and the timeliness of the homosexual storyline it's a great time
for Midnight Swing. I really really enjoyed reading and got invested
in ALL of the characters' storylines. How can I get involved? How
can I help? I want to be a part of this!
-Sarah Rath
Drop Dead Diva
Post Production Supervisor
c 818-481-8869
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From: Nicholl Fellowship <nicholl@oscars.org>
Date: Fri, Aug 28, 2009 at 2:14 PM
Subject: 2009 Nicholl Fellowships
To: debhavener@gmail.com
August 28, 2009
Dear Deb,
Congratulations! You have advanced into the Semifinal Round of the 2009 Nicholl Fellowships in Screenwriting. In
so doing, yours is one of only 114 entries to survive the Quarterfinal Round.
During the Semifinal round, four Academy members, drawn from a variety of branches, will read Glimmer,
Glimmer. Over the past half dozen years about ten Semifinalists have progressed into the Finals; the number will be
similar this year.
Remember: if you become a Finalist, by early October we will ask you to send a short, informal letter telling us
about your immediate and future screenwriting plans. If a producer is badgering you to option or sell this or
another screenplay, hold off receiving any money for another month or so.
For a list to be forwarded to agents, development executives, managers and producers who request it, we shall use
the contact information you have given us. Check the information below to make certain that it is as you want it. If
this information is incorrect -- or if earnings have recently made you ineligible -- please change it via your online
account or let us know as soon as possible via e-mail to nicholl@oscars.org or fax to 310-247-3794. Over 200
copies of the lists were distributed last year. Lists will be distributed in October.
Good luck through the remainder of the competition.
Sincerely,
Greg Beal
Director
Nicholl Fellowships in Screenwriting
Contact phone: 614-459-7922
Contact email: debhavener@gmail.com
Ms. Deb Havener
1052 Caniff Rd
Columbus OH 43221
Note: Top 114 out of 6,380 scripts – the largest screenwriting competition in history, surpassing Sundance writing
labs and past Nicholl contests.
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Confidentiality Statement
STATEMENT
This memorandum has been prepared by Midnight Swing Pictures in regards to the production of the
motion picture entitled Midnight Swing. While the information herein is believed to be accurate, the
Managers expressly disclaim any and all liability for representations or warranties, express or implied,
contained in, or for omissions from, this memorandum or any other written or oral information provided
or made available by the Managers. Estimates and projections contained herein shall not be relied upon
as a promise or representation as to future results.
This memorandum is intended solely for the persons receiving it in connection with this offering and is
not authorized for any reproduction or distribution to others whatsoever. The memorandum and other
information provided to the persons receiving this memorandum shall be disclosed only to such
employees, agents or other representatives of the recipient who shall reasonably need to know the
same in connection with their evaluation of an investment in the Company.
All copies of the memorandum and any other information given to persons receiving the memorandum
shall be returned to the Company upon request if a transaction with the Company is not consummated.
The information contained herein is proprietary, non‐public information which may not be used other
than for the purpose of evaluating this offering and must be kept strictly confidential. The recipient of
this memorandum acknowledges compliance with the above.
###
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We want you to have as much fun as we’re having.
CONTACT US:
Deb Havener
debhavener@gmail.com
Cell: 614.264.6679
Ph: 614.459.7922
OK, OK – add another 10 years
Nolan Gerard Funk
nolangerardfunk@gmail.com
(confidential)
CAA/Tony Lipp/424.288.2000
Hey Kids! Act now and you, too, can have your
very own Nolan Gerard Funk Kewpie Doll !!!
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