ICM grapples with boardroom battle

Silbermann Berg ICM blazed a trail for Hollywood talent rep firms in the fall of 2005 when private equity concern Rizvi Traverse Management became the majority owner of the agency.At the time, observers were skeptical of the chances for a marriage of the temperamental tenpercentery biz -- a cutthroat arena in which assets can walk out the door at any time -- and the staid world of high finance, with its focus on investment returns and operating margins.The inevitable culture clash has come to a head in recent months as ICM prexy Chris Silbermann has faced high hurdles in putting through a proposed restructuring plan that would allow ICM to bring more of its top tenpercenters to a higher level of participation in the agency. It's unclear if Silbermann's intent is to orchestrate a full-blown management buyout or simply to spread more of the wealth as a means of motivating and incentivizing key players.The agency already has weathered a string of notable agent departures in recent months. Those defections have done as much damage to ICM's image in the creative community as they have to its bottom line.At the same time, there's no doubt that the investment in ICM has been a good one for the Gotham-based firm run by Suhail Rizvi. The company's other showbiz holdings include stakes in Summit Entertainment and Playboy Enterprises.The bulk of the $100 million Rizvi has plowed into ICM was used to finance the 2006 acquisition of the Broder Webb Chervin Silbermann agency. (Merrill Lynch also had a stake in that transaction but was bought out.)Bringing the Broder team into the tent gave ICM an influx of writers and directors and allowed it to share in the windfall of packaging fees derived from the biggest comedy hits of the past decade: "Two and a Half Men," "The Big Bang Theory" and "Modern Family," among other shows. Broder partner Silbermann took over the day-to-day running of the agency as prexy while ICM lifer Jeff Berg remained chairman and CEO. That sometimes-uneasy partnership has been tested by the turmoil, with Silbermann stressing the need to act.The perception among ICM's rivals is that the big money from the syndication successes has flowed mostly back to Rizvi Traverse while investment in the agency's key human assets has lagged. The reality, according to sources, is more nuanced. ICM has grown its ranks in recent years, but in areas such as publishing, marketing, legit, concert and comedy touring, which are lucrative for the agency but not as closely watched by the Hollywood rumor mill as the core film and TV literary and talent departments, which have taken the recent hits.The combination of internal and external chatter about the agency's future has spurred all manner of speculation about the possibility of more upheaval. Industry vets said the agency let it be known that it was open to a merger or sale earlier this year but found no serious takers. (ICM insiders dispute the notion that the "For Sale" sign was formally hung out.)There's been chatter that Rizvi Traverse is looking to cash out and that Berg is poised to wind down his more than 40-year tenure. But neither of those scenarios is coming to pass in the near term, according to knowledgeable sources, which ensures that the boardroom restructuring talks will continue to be long and complicated. That's because some of those at the table bring different metrics for evaluating the worth of employees who rep clients with that most intangible of resources: heat.Another minefield in any discussion of restructuring is how to value the agency's disparate assets in order to recarve the pie among more participants. Should newer recruits share in coin derived from 20- and 30-year-old movies and TV shows, especially if those titles suddenly have new moneymaking potential thanks to digital licensing?ICM's delicate dance with Rizvi is a cautionary tale to other percenteries and law firms who are flirting with outside investors now that some are showing interest in Hollywood opportunities again.CAA made headlines last year by selling a 35% stake to private equity giant TPG Capital in what was billed as a cash influx to help the agency diversify. While CAA and ICM are in very different positions today, undoubtedly CAA's 10 board members, who now include three reps from TPG, are watching with interest what's going on with their neighbors down the street. Contact Cynthia Littleton at cynthia.littleton@variety.com