In 2000, the gamesbiz team advised on the UK's first
completion bonding exercise - an exciting alternative
method of financing game development borrowed from the
film industry. In 2001 we hosted a working group
(consisting of a small number of invited individuals
from the games and finance industries) to discuss how
completion bonding will affect the games industry.
The group discussed the following issues:
Is completion bonding a great new way to finance
game development or is it a white elephant?
How long does a typical completion bonding exercise
take to set up and, typically, how much does it cost?
What can be done to simplify and standardise the
process?
Here’s a quick overview of what completion bonding is
all about.
A quick recap
As we all know, in the beginning, the development of
computer games was a low budget affair with the
development work being carried out by an individual or a
small team.
Since then, the industry has matured. There has been
a lot of consolidation; processing power of modern
consoles and PCs is increasing all the time and games
and gamers have become more sophisticated; the industry
has become global and seems to have largely shaken off
its "anorak" image.
Nowadays, a game is developed by a team ranging from
5 to 30 people, over two years. To a large extent,
funding is provided by publishers. This funding is
usually broken down into "milestones", with the
developer being obliged to meet certain standards by
each milestone for the funding to continue.
However, a new model of financing is just starting to
take off in the UK computer games industry.
Here comes the science…
Completion bonding is a finance model which is often
used in the film industry. In a nutshell, completion
bonding works like this:
A developer and publisher will enter into an
agreement for the development of a game. This will
usually entail setting up a separate company and
transferring the intellectual property rights into the
ownership of that company;
A bank will provide a loan for the development of
the game. This will be secured against the
intellectual property rights in the game owned by the
separate company;
To ensure that the game is actually finished and
released so that the bank can get its money back, a
completion bonder will guarantee to the bank that the
game will be developed in accordance with the
specification, within budget and on time;
Furthermore, the bank and the bonder will require
that the publisher will actually publish the game or
pay off the money if it terminates the game.
What are the advantages for a publisher?
This is an exciting new form of financing for the
games industry, as it offers a break from the
traditional funding model where the publisher writes all
the cheques. It offers the following advantages to a
publisher:
In general, the bank loan will only become payable
once the game has been correctly delivered;
This means that, if handled correctly, the publisher
can shift the development cost off its balance sheet
until delivery of the game, thus improving its
accounting position;
This model offers the advantage that there is a
shorter time period between the publisher paying for
development costs and then receiving revenues by selling
the game in the market.
Are there any advantages for a developer?
Clearly, the bank and the bonder will want to have an
exit strategy: i.e. a guarantee that their costs will be
covered. This means that it is unlikely that a developer
will be able to enter into a completion bonding
arrangement by itself, as the bank and bonder will want
a guarantee that the game will be sold in the market.
This is done by a publisher. However, a developer who is
part of a completion guarantee arrangement has an extra
layer of certainty that, provided that it correctly
delivers each milestone, it will receive funds. The bank
is unlikely to get involved in the politics surrounding
the development of a game, and will pay upon each
correctly delivered milestone. And banks are often
better at making timely payments than publishers.
Furthermore, even if the publisher retains a right to
terminate the development project early, the publisher
will still be liable for paying off the bank loan for
sums paid by the bank to the developer. This means that
the developer will again have the security that it will
be paid for work actually done (provided that work was
in accordance with the specification).
Sounds easy - what’s the catch?
Investment fingers got burned in the dotcom crash and
the games industry is having a problem distancing itself
from this. Additionally, as this is a new area of
funding for the games industry, not every bank or bonder
wants to get involved. So, the ones that do can afford
to be choosy about the projects that they get involved
in. Oh, and it’s not free: the publisher has to pay fees
to the completion bonder and the bank. In total this can
be between 2-10% of the overall budget.
As far as a developer is concerned, it will still be
reliant upon having a contract with a publisher, so
completion bonding does not provide the magical answer
to a developer’s quest to get its game published.
Frank Jennings
Solicitor
Osborne Clarke
frank.jennings@gamesbiz.net
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