Marketing Media

DAVE MACAIONE, ESQ.

***** * ******** **** *******, Unit 119, Scottsdale, AZ, 86260-7770

310-***-**** ● adhidf@r.postjobfree.com ● linkedin.com/in/davemacaione

Corporate Strategist – Advisor – Growth-oriented Deal Maker

Passionate IP Business Builder who Manages for Value

Corporate Law Commercial Transactions Commercialization of IP

Battle-tested in-house corporate counsel, legal strategist, and business partner—supporting and driving $2M to $1.2B private and public companies who services as a trusted aide to management, strong leader, pragmatic legal advisor and product manager to help build the business alongside C-Suite management. Career overview includes:

Building or turning around 6 companies—from bootstrapped start-ups to Series B and C companies, and PE-owned and public companies from $2M to $400M, including 3 exits (TNN / CMT, Odyssey / Hallmark, Rigel).

Building Value through Creative Deal Making – joint ventures, co-licensing and brand extensions to grow revenues and profits globally (CMT Europe, Latin America and Asia, and QUBO).

Negotiating 10,000+ commercial deals, between $10K and $1B.

Leading internal legal and outside counsel teams to drive the business and EBITDA.

Bringing 50+ digital media products to market across SaaS, real estate, and finance.

Budget management of legal spend to ensure maximally profitable outcomes.

Partnering with boards, C-suites, and marketing allies like Lionsgate, Netflix, Amazon, Wal Mart, Target and Universal, and managing the contributions of external staff and advisors such as outside counsel to drive revenues and profits.

EXPERIENCE:

CLOUDBURST ENTERTAINMENT

Scottsdale, AZ and Los Angeles, CA

Chief Legal Officer

Jan 2019 to present

Founded and built 15-employee global content distribution company alongside partners from a previous employer—growing from angel-funded start-up to $50M in sales. Single in-house GC from ideation of the business, planning, economic modeling, corporate formation, funding, banking and commercialization of motion picture and television content through sublicensing partners.

Business Planning / Competitive Positioning: Initiated and developed a corporate business plan and financial model to create $100M valuation enterprise over 5 years, structured to go public and competitively positioned against Focus Features, Lionsgate, and Sony Pictures Classics / Tri-Star.

Capital Raising & Banking: Negotiated and led 50+ business transactions for technology, IP, angel investment and off-balance sheet fixed income funding to grow the business. $2M of seed capital from angel investors. $165M of off-balance sheet growth capital from RHK Capital Advisors. Licensed AI and Machine Learning revenue estimating software from Cinelytic.

Product Acquisition: Secured IP content from owners / producers, including “The Comeback Trail”, “The Tiger Rising”, and “The Reunion”, from concept to go-to-market.

Product Monetization: Drafted / negotiated downstream licensing agreements with major outlets including AMC, Regal, Harkins, Universal and sublicensees domestic and foreign.

PURE FLIX ENTERTAINMENT & DIGITAL

Scottsdale, AZ and Los Angeles, CA

Head of Legal & Business Affairs

Jan 2017 to September 2018

Hired to create an in-house legal department to help distributor and subscription video IP reseller maximize product creator value through global sublicensing. Revenue increases drove employee growth from 50 to 80 employees. Advised 4-member BOD and 3-member C-suite to:

Corporate Growth & Turnaround: Grew company 200% over 18 months, with top-line revenue across Canada and the U.S. (e.g., Amazon, Hulu, Netflix, Target, and Walmart, as well as broadcast and cable TV).

Capital Raising & Banking: Enabled SVOD subscription channel take in $35M in 3rd party capital investment, established asset-based revolving line of credit with Comerica, oversaw office expansion (including lease agreements).

Privacy Compliance: Developed GDPR and CPPA-compliant data privacy and protection policy to comply with relevant legislation for 2 million-name proprietary customer database.

Deal-making: Negotiated and led 50+ complex multimillion-dollar transactions for technology, banking and finance, IP and real estate companies, including $30M+ sublicenses to Netflix.

FAMILY TIME MEDIA

Mount Pleasant, SC and Los Angeles, CA

Founder and President

Jan 2011 to December 2017

Launched and built $1M angel investor-backed start-up subscription distributor to leverage affinity group membership lists to direct market family friendly packages. Secured product library rights from Sony Pictures Home Entertainment. Distributed through the American Zoological Association and Georgia Aquarium. Reported to a 4-member corporate Board and led growth initiatives, including:

Supply Chain Design & Launch: Identified and assembled scalable hard goods supply chain using best in class vendors (e.g., Sony) and fulfillment. Designed and launched the FTM brand with co-branding opportunities for marketing partners.

Product Deal-making: Negotiated custom product catalog offering exclusively from Sony Pictures Home Entertainment, for no $ advance.

Marketing Partner Deal-making: Sold through a cross-marketing plan with the American Zoological Association and Georgia Aquarium.

PEACE ARCH ENTERTAINMENT (TSX)

Toronto, Ontario, CANADA and Los Angeles, CA

Head of Legal and Business Affairs, Corporate Strategy & Business Development

May 2008 to February 2011

Managed legal functions across all divisions of a publicly traded multi-division Canadian film and television studio and merchandising operation, with 125 employees and operations in North America and Europe and revenues of revenues >$100M. Supported C-Suite, Divisional GM’s, creative development and marketing teams to:

Bring New Products to Market: Created and launched new IP content including “The Tudors”, an international tax-advantaged co-treaty series production for Showtime Networks. Secured and LOI on a complementary direct to consumer DVD company to increase revenues by 60%.

Business Planning / Competitive Positioning: Initiated and developed a corporate business plan and financial model to increase EDITDA by 50% and create a $250M valuation enterprise over 5 years, competitively positioned against Disney, Lionsgate, and Giam’s GT Media.

Capital Raising & Banking: Negotiated and led 30+ business transactions for technology, IP, angel investment and off-balance sheet funding to grow the business. $24M LOI for the purchase of Feature Films for Families Group.

Product Acquisition: Secured IP content from producers of motion pictures in the USA, including 40 motion pictures from FFG.

Product Monetization: Drafted / negotiated downstream licensing agreements with major outlets including Hallmark, Universal and sublicensees domestic and foreign.

RIGEL ENTERTAINMENT

Los Angeles, CA

President and Chief Operating Officer

December 2006 to April 2008

Led all strategic business and legal functions across all divisions of a <$10M single owner, 12 employee company distributing IP and merchandise in global markets, with operations in North America and Canada. Led owner-CEO, creative development and marketing staff to:

Bring New Products to Market: Created and launched new IP content including theatrical motion pictures, all Hawaiian tax-credited projects and productions for Sci-Fi Channel.

Grow the Business: Increased topline revenues from $2M to $7M (250%) and secured a sale of the company catalog for $7.5M to an NYC Hedge Fund.

REGENT ENTERTAINMENT

Los Angeles, CA

Chief Operating Officer

December 2004 to January 2005

Daily operating executive for a two location, 40 employee privately held film and television studio and video on demand channel. Advised a 2-member Board of directors / owners to:

Increase Product Offerings: Increase IP catalog from 300 to 600 titles enabling growth of the combined businesses by 300%.

Launched a New Business: Secured rights to IP to enable launch of the SVOD service in just 5 months.

Capital Raising and Banking: Packaged a $40M off-balance sheet fund to grow operations into Here TV! Led all union negotiations with entertainment guilds including SAG, DGA and WGA.

PAXSON COMMUICATIONS CORPORATION (AMEX)

West Palm Beach, FL, New York, NY and Los Angeles, CA

Executive Vice President, Legal and Business Affairs

September 1998 to August 2004

Managed business and legal functions for the entertainment division in a 785-employee matrixed organization feeding a 103-station broadcast group with total revenues $<400M. Advised the CEO, Programming Team and General Counsel to create and launch top performing television content while cutting costs by 60%.

Business Planning / Competitive Positioning: Initiated and developed a corporate business plan and financial model to increase EDITDA by 50% and create a $1 Billion valuation enterprise over 5 years, competitively positioned against ABC Family Channel, Lifetime, and Hallmark.

Capital Raising and Banking: Negotiated and led 200+ business transactions for technology, IP, angel investment and off-balance sheet funding to grow the business. >$200M in off-shore series productions in Canada and Australia.

Product Acquisition: IP content from producers of motion pictures in the USA and Canada, including more than 200 movies from major studio partners Paramount and Sony Pictures.

Product Monetization: Drafted / negotiated downstream licensing agreements with major outlets including Hallmark, Universal and sublicensees domestic and foreign. Sold “Touched by an Angel” to Hallmark for $45M.

ODYSSEY NETWORKS

New York, NY

VP Legal and Business Affairs

August 1996 to August 1998

Managed business and legal functions across all divisions of a PE-backed, Liberty Media-owned company with 50 employees, revenues >$40M and operations in the US and Canada. Secured a sale to Crown Media Holdings reflecting an increase in company valuation from $76M to $241M in 18 months. Advised CEO, a 6-member C-Suite and Board of 40 members on:

Business Planning / Competitive Positioning: Initiated, developed and executed a corporate business plan and financial model to increase EDITDA by 100% and create a $200M valuation enterprise over 2 years, structured to go public or rolled into a strategic partner.

Capital Raising and Banking: Negotiated and led 30+ business transactions for technology, IP, angel investment and off-balance sheet funding to grow the business. Put in place corporate financing from CIBC World Markets.

Product Acquisition: Secured IP content from producers of motion pictures in the USA, including 40 motion pictures from Sony and Warner Bros.

GAYLORD ENTERTAINMENT (NYSE)

Nashville, TN and Los Angeles, CA.

Counsel

September 1992 to August 1996

Oversaw all legal functions for the media and entertainment division including 4 cable networks, 13 production companies, 6 broadcast radio and television stations, and one syndication company, all part of a 12,500 employee, $1.2B diversified media and entertainment conglomerate often referred to as “The Disney of the South”. Advised C-Suite executives in more than 4,000 transactions, including:

Corporate and Ordinary Business Transactions: Company purchase and sale agreements for 6 companies, stock purchase and financing agreements. More than 3,500 regular in / out supplier, vendor and personal services agreements in the US, Canada and Europe. Personal services and sponsorship agreement with celebrities and private individuals and suppliers.

Capital Raising and Banking: Negotiated and led 10+ business transactions for technology, IP, angel investment and off-balance sheet funding to grow the business. $40M LOI for the purchase of Country Music Television, later exited for >$350M.

Product Acquisition: Secured IP content from producers of motion pictures in the USA, including “The Dukes of Hazzard” and “Dallas”, as well as rights to dozens of televised NASCAR races.

Product Monetization: Drafted / negotiated downstream licensing agreements with major outlets including broadcast television station groups nationwide.

New Business Launch: Foreign assignment launching a network in Europe to extend the Country Music Television brand and increase EBITDA 50%.

EDUCATION:

Vanderbilt University Law School, Nashville, TN – Juris Doctor, May 1992

John Shapard Merit Scholarship Recipient

Owen Graduate School of Management, Vanderbilt University, Nashville, TN – Master of Business Administration, May 1992

Concentrations in Corporate Finance and Human Resources Management

Wallace E. Carroll School of Management, Boston College, Chestnut Hill, MA

Bachelor of Science in Marketing Management, cum laude, May 1986

Merit Scholarship Recipient

PROFESSIONAL LICENSES:

Tennessee Bar, BPR #015544 (Active)

Arizona Bar, BPR #035836 (Registered In-house Counsel, Active)

In-House Counsel Section Member

Eligible to be registered as in-house counsel in All 50 States

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