Capital Gains: Did Tax Increase Precipitate Star Wars Sale?
It was almost lost in the storm surge, but this week George Lucas finally let the wookie win.
The creator of the Star Wars and the Lucasfilm empires has cashed out, swapping Darth Vader, Luke Skywalker and a planet full of ewoks to Disney for $4 billion, plus or minus a few storm troopers. (The most intriguing part of this is the timing of the deal, which will save millions in taxes by being conducted before 2013. But more on that later.)
Until I learned that most of the money is going to charity, the best part of the sale was – far and away – the jokes. The Tonight Show even had a parody with Darth Vader wearing Mickey Mouse ears and Luke Skywalker talking like Goofy.
On a personal level, the news brought back memories and questions.
A few years ago (more years than I care to admit), I took the family to Disneyworld to capture the last fleeting moments of my daughter’s childhood. We spent days in the MGM Grand park, which featured a group of Star Wars characters that counted my wife’s role model in life among their number.
No, really, I am your father.
And sure enough, Darth Vader approached us, flanked by storm troopers. My cynical daughter – who only gave up frowning for lent – lit up like a Christmas tree and posed for a picture with the big man. My wife even tried to sneak into the frame before being charged by the storm troopers.
It was the perfect moment. It just fit.
Lucas must have felt the same when he received the offer from Disney’s Emperor CEO Bob Iger. At 68 years old, Lucas wanted to retire to focus more on philanthropy and he wanted to control the transition of his franchises while still alive.
In his media response, Lucas indicated that his characters could outlive him. That’s almost certainly true in light of Disney’s simultaneous announcement of the release of Star Wars Episode VII in 2015, as well as two more films to follow.
The whole thing amounted to a complete transition.
Lost in the early-week clamor over Sandy and the Sith was an intriguing detail: The deal is expected to close before the end of 2012. Since the transaction had been discussed for well over a year but Lucas had “only decided pretty recently” to sell, the $4 billion question is why now?
Letting the Wookie Tax Increase Win
The Wall Street Journal might have an answer.
The article discusses how the looming increase in the capital-gains tax rate next year is fueling sales of some private businesses. The Lucas empire was a private business, but definitely not small. He owned 100 percent of Lucasfilms, Ltd. and all the subsidiaries. Now he will be a large Disney shareholder.
As the Journal reports, many business owners – mostly founders who could gain a lot from a sale – are looking to cash out before 2013, when the maximum tax on investment income is set to rise from 15% currently to at least 23.8% on most capital gains for high-income earners. Many of these sellers intend to convert their equity into retirement funds or just start anew.
The capital gains might not pull your arms off but it still hurts.
The quote in the Journal sums it up nicely. “It just made more sense for me to take my chips off the table and go do something else,” said Bert Wolf, 60 years old, who has an agreement to sell his compressed-gas business, Acetylene Oxygen Company, before year’s end.
Mr. Wolf added that if he waited until after the tax increase to sell, he would have to expand the business at the current rate “for at least 3 or 4 more years to achieve the same after-tax sales dollar.”
The Journal reports that there is a small panic to get things done before years end. As I sit here lawyering away four days before a presidential election, I have more activity in the merger and acquisition area than I have had in the entire last four years. Am I a bellwether?
Probably only Yoda knows.
The Fisher Law Office is renowned for its experience in estate planning, probate administration, asset protection, and business law. Annapolis attorney Randall D. Fisher has practiced for over 20 years, maintains the highest peer review rating for ethics (AV Preeminent) by Martindale-Hubbell, and is a sucker for long walks on the fairways.
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