Pulse Films founders Thomas Benski and Marisa Clifford are taking Vice Media to court, claiming they are still owed more than $20 million from the sale of their remaining stake in the London-based producer behind Gangs of London.
The structure of the deal
Vice took a majority stake in Pulse Films in 2016. In December 2021, it bought Benski and Clifford’s remaining 22% for $10 million in cash plus $43.24 million in loan notes. The founders allege that Vice later failed to pay $20.4 million of those notes as the company ran into serious financial trouble.
The producers exited Pulse in 2022. Their claim centres on accusations that former Vice executives persuaded them not to exercise contractual enforcement rights, making what they describe as fraudulent misrepresentations about the company’s financial health and a planned sale to Antenna Group that did not complete.
Where the case stands
The dispute became public in a UK High Court ruling earlier this month. Benski and Clifford lost a pre-action disclosure application seeking thousands of Vice documents. Judge Peter MacDonald Eggers dismissed the application but did not reach conclusions on the merits of the underlying claim.
Vice says the allegations are groundless. A spokesperson pointed to the court’s characterisation of the claims as vague, inconsistent and unsatisfactory, and said the company will vigorously defend any claim. The judge’s summary noted the respondents deny the allegations of fraud and conspiracy and say they dealt with the founders with honesty and integrity at all times.
Why this matters for screen businesses
The case is a reminder that deferred consideration in content M&A is not the same as cash. Loan notes sit on a buyer’s balance sheet as liabilities, and if the buyer enters Chapter 11 — as Vice did in May 2023 — unsecured sellers can end up far down the creditor queue. Vice emerged from bankruptcy after a lender consortium led by Fortress Investment Group, Soros Fund Management and Monroe Capital acquired the company.
- $10M paid in cash for the founders’ remaining 22%.
- $43.24M in loan notes agreed as part of the December 2021 deal.
- $20.4M allegedly unpaid on those notes.
- May 2023 Vice Group filed for Chapter 11 bankruptcy.
For producers and investors selling to highly leveraged buyers, the framework is simple: weighted payment structures deserve stress-testing. Ask whether the buyer can actually honour future notes if its own capital stack is under pressure, and whether there is security, a guarantee, or an escrow mechanism behind the deferred amount.
There is also an IP angle. Pulse Films’ intellectual property, including the Sky drama Gangs of London, now sits under Vice Studios. That means a flagship title’s ownership could be tied up in litigation even as buyers and platforms evaluate its franchise value.
The producers, who now run Magna Studios, declined to comment. They are assessing legal options, so the pre-action ruling is unlikely to be the final word.
Source: Deadline
