My first document

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HANK THE COWDOG

THE HIT MOTION PICTURE THE CASE of & THE HIT MOTION PICTURE THE CASE of &

Based on the Bestselling Series Wri en by John

seCtion 1: EXECUTIVE SUMMARY OF THE OFFERING.............. Page 03

seCtion 2: HANK THE COWDOG.................................................. Page 07

seCtion 3: COMPANY OVERVIEW................................................. Page 16

seCtion 4: THE PODCAST............................................................ Page 23

seCtion 5: THE MOVIE................................................................. Page 28

seCtion 6: THE TEAM.................................................................. Page 31

seCtion 7: AUDIENCE................................................................. Page 38

seCtion 8: DISTRIBUTION & MONETIZATION.......................... Page 45

seCtion 9: FINANCIALS.............................................................. Page 00

This is a confidential, private offering for the sale of Units of Unchanted Forest, LLC (the “Company”), a Texas limited liability company as follows:

tHe Company

Unchanted Forest, LLC, a Texas limited liability company, was formed in California May 1, 2020 and converted to a Texas limited liability company December 7, 2023.

Minimum Offering Amount: $8 million Maximum Offering Amount: $15 million Minimum Cost Per Unit: $100,000 Minimum Subscription: $250,000 (2.5 Unit)

The Company was formed as a wholly owned subsidiary of HTC Productions, LLC, a Texas limited liability company (“HTC”). The Company and HTC are referred to together herein as the “Producing Companies.”

Business oF tHe Company

The Company was formed to finance, develop, produce and distribute a scripted podcast series based on Lost in the Unchanted Forest, Book #11 of the Hank the Cowdog book series by John R. Erickson, starring Matthew McConaughey, and written and directed by Jeff Nichols (the “Podcast”).

The Company now endeavors to finance, develop, produce and distribute, or arrange for the distribution of, a feature-length theatrical animated motion picture based upon, and using assets of, the Podcast (the “Picture”).

inteLLeCtuaL property riGHts

The Producing Companies have full ownership and control of the Podcast, along with the right to develop, produce, own, distribute an unlimited number of derivative productions based upon the Podcast. The Picture will be a derivative production of the Podcast. Except for the Podcast scripts, which are owned by Jeff Nichols, the Producing Companies own all necessary rights to produce the Picture, as well as sequels and scripted television series based upon the Picture. Acquisition of script rights will be included in Jeff Nichols’ writing services agreement.

investment struCture:

The Company is currently wholly owned by HTC Productions, LLC. HTC has funded the development of this project since 2015. HTC established the relationships with the filmmakers and talent, financed multiple phases of art design and animation, and funded, produced and distributed the Podcast. HTC build the foundation upon which the Company will build the future of the Hank film project.

Production funds will be raised through sales of equity in the Company. HTC will retain an equity position in the Company of 20 Units, valued at $2 million, which represents the current value of the Company.

Cash subscribers to this Offering and HTC are the Company’s “Investor Members.” Investor Members include all equity owning Members, except for Hank I-B, LLC (“Hank I-B”), the holding company representing the equity position in the Company of the Managers.

DistriBution to memBers:

Distributions to Members will be made as follows:

First, 100% to Investor Members, until the Investor Members’ Unreturned Capital Contributions have been reduced to zero.

Second, 100% to Investor Members, until the Investor Member has received aggregate Distributions equal to 110% of the Investor Member’s Capital Contributions; and

Third, 2/3 to Investor Members, and 1/3 to Hank I-B.

*See Exhibit “B”

*See Exhibit “A”

suBsCription DoCuments:

Subscribers to this Offering must complete and execute the Confidential Subscription Packet of Unchanted Forest, LLC dated July __, 2024 (the “Subscription Packet”) and the Unchanted Forest, LLC Limited Liability Company Agreement (the “Company Agreement”) dated July __, 2024. You are advised to review them thoroughly and consult with your own attorney before subscribing.

DisCLaimer:

This Investor Deck is a prospective document containing information that is speculative. There are a multitude of factors that will affect all aspects of the items discussed herein. Nothing in this deck is, in anyway, intended to be a promise, guarantee, representation, warranty, or commitment of any kind. This is not a legal document, and the Team makes no warranty of its contents in any way.

use oF proCeeDs:

The proceeds of the Offering, after payment of all the Company’s Offering expenses, brokers’ commissions and fees to finders (if any), will be used to finance the production of the Picture and to pay the operating costs of the Company.

All statements made herein are subject to the Subscription Packet and Company Agreement, which are available to qualified investors upon request.

risk FaCtors:

An investment in the Units is speculative and involves a high degree of risk, including those referred to under “RISK FACTORS” in the Subscription Packet. Accordingly, this investment is intended only for persons who can afford a complete loss of their entire investment. In evaluating an investment in the Units, a prospective investor should carefully review the section of the Subscription Packet entitled “Risk Factors.”

This Deck contains numerous statements that reflect the opinions of the Management that are in no way meant to be construed as guarantees or warranties of performance. How a movie will perform after release is difficult, if not impossible, to predict.

2: Hank tHe CoWDoG

The movie will be an adaptation of the widely popular and beloved Hank the Cowdog book series. For over forty years, parents, grandparents, teachers, and librarians have trusted the Hank stories to provide good, earthy, family-friendly entertainment to kids.

With over ten million books sold worldwide, eighty-one published titles in book and audiobook, a loyal, multi-generational, coastto-coast audience in the millions of people, and broad name recognition, we believe “Hank the Cowdog” is one of the most valuable kids & family literary properties yet to be developed for film and television.

10 miLLion

Books Sold Worldwide Published Titles

BuiLt in auDienCe

Movies based on an already-popular literary property are starting way ahead in building their audience. Movie studios spend millions of dollars on prints and advertising (“P&A”) to achieve the kind of brand awareness and name recognition that Hank already has. By leveraging the existing audience of loyal Hank fans, we believe the Picture can have an enormous cultural impact at a relatively modest P&A spend.

tHe Hank eCosystem

Hank the Cowdog is much more than just a successful book series. Hank has become an icon of western culture in America. Hank has left paw prints all around this country, from auditorium stages at high schools and community theaters, throughout the education system, at the Cash Family Ranch Life Learning Center in Lubbock, Texas, to the Fort Worth Stockyards.

ranCH LiFe

The Cash Family Ranch Life Learning Center transforms “Hank the Cowdog” from a beloved book series into an immersive educational exhibit that brings the ranching industry to life. Located at the National Ranching Heritage Center in Lubbock, Texas, the Learning Center offers visitors a hands-on experience that delves into the daily operations of a working ranch. Through interactive exhibits, children and adults alike can explore the various aspects of ranch life, from cattle care to land management, embodying the spirit and lessons of Hank’s adventures. This dynamic setting not only enhances the narrative of the books but also provides a tangible connection to the agricultural world, fostering a deeper understanding and appreciation of ranching traditions and practices.

By connecting the rich, humorous tales of Hank with practical knowledge and hands-on activities, the Cash Family Ranch Life Learning Center effectively bridges the gap between fiction and reality, making it a unique and invaluable resource for educating the public about the ranching industry.

staGe pLays

The Hank stories have been adapted to stage plays and productions have run at high schools, community theaters and theme parks not just in the United States, but in China as well.

Hank tHe CoWDoG is tHe oFFiCiaL BranDinG partner oF tHe “FamiLy moDe“ siDe oF tHe Fort WortH stoCkyarDs, inCLuDinG its WeBsite anD DiGitaL tour GuiDe app.

FortWortH stoCkyarDs

With over eight million visitors per year, Hank’s strategic partnership with the Stockyards gives us a great opportunity to take advantage of organic, grassroots marketing opportunities for the Hank brand and, by extension, the Hank movie.

tHe Hank poDCast

Through our release of the Podcast, we leveraged the existing fanbase of loyal Hank fans to find new listeners and new audiences. The Podcast retains a substantial number of subscribers. We will use our existing RSS feed to make announcements, deliver content and promote the movie directly to our core audience.

tHe Hank tHe CoWDoG poDCast maDe it to #10 on appLe poDCast rankinGs (aHeaD oF opraH) anD Was #1 on tHe....

tHe Cover oF tHe marCH 2021 eDition oF texas montHLy maGaZine FeatureD a Cover story on Hank autHor,

JoHn r. eriCkson anD tHe LeGaCy oF

Hank tHe CoWDoG

WHy Does tHis matter to us?

Audience Building. Anyone who has a positive interaction with Hank the Cowdog is a potential movie ticket buyer, whether they read the Hank books in school or at home, listen to the audio books on a family vacation, act a part in or attend a one act play production at a high school or community theater, listen to the Hank Podcast as they go to sleep at night, visit the Ranch Life Learning Center on a school field trip, or explore the Fort Worth Stockyards with Hank as their tour guide, the organic growth of our audience is happening every day in a multitude of different ways.

Hank tHe CoWDoG statue at HeritaGe park in san anGeLo, tx

at its Core, an entertainment Business onLy Does tHree tHinGs:

1. Create/teLL stories

2. BuiLD Love For tHose stories

3. monetiZe tHat Love

mattHeW BaLL, “WHat is an entertainment Company in 2021 anD WHy Does tHe ansWer matter?“

tHe Business oF tHe Company is simpLe: to proDuCe a quaLity,

animateD Feature FiLm BaseD on aLreaDy-popuLar inteLLeCtuaL property, LeveraGinG anD BuiLDinG tHe Love tHat peopLe

aLreaDy Have For tHe Book series anD poDCast anD monetiZe

tHat Love. tHe Company Was FounDeD to take Hank From tHe paGe to tHe poDCast. noW, tHe Business oF tHe Company is to take Hank From poDCast to piCture.

manaGement

JoHn r. eriCkson

John is, of course, the author of the Hank books. After getting nowhere with New York publishers, he started Maverick Books, Inc. in 1983 to bring out the first Hank book. That entrepreneurial, doit-yourself attitude is the very heart and soul of the Company as we now take Hank to the big screen as an independent film. When parents thank John for writing books they can trust, he doesn’t mind telling them that it didn’t happen by accident. Two families in Perryton, Texas took a big risk and made it happen.

Gary rinker

Gary joined Maverick Books right out of college (Wayland Baptist University, accounting) and is now co-owner. One of his first jobs was reading the 32-page Disney contract and he has studied dozens of contracts since then. He has been John’s business partner and fellow gladiator for 39 years.

Son of Hank author, John R. Erickson, Mark has been along for the whole ride since he was a child. He attended Hank movie business meetings at Nickelodeon headquarters in New York City when he was fifteen years old and caught the movie bug early on. He brings his experience in corporate law to the dealmaking and has been the lead negotiator for the Company since leaving the practice of law in 2015.

Legal Representation:

Entertainment Lawyers: Grubman Shire Meiselas & Sacks, P.C., New York City, New York.

Corporate Counsel: Jackson Walker LLP, Dallas, Texas.

Tax & Accounting Services: Maxwell Locke & Ritter, Austin, Texas.

mark eriCkson

statement From tHe manaGers

We believe that we have something very special in Hank, something worth nurturing and protecting. We’ve had many opportunities over the years to sell out to a big entertainment company, and probably would have made a lot of money that way.

But we’ve never believed that any amount of money was worth seeing Hank transformed into something our loyal Hank fans wouldn’t recognize and love, and we don’t trust the industry to get Hank right.

But speaking of money, we think there’s plenty of money to be made by playing the long game. The entertainment industry has a short attention span. It tends to find itself always chasing the latest trend, the shiny new object.

We don’t just want to make a movie. We want to make a beautiful movie, maybe several of them, and build a business. And we believe there is greater economic opportunity in keeping our overhead low, our powder dry, and building the Hank film and television franchise in a measured and deliberate manner. And why not? We’re sitting on a vault of great movie and television material in the book series.

As parent company, HTC will retain an equity stake in the Company of 20 Units, valued at $2 million. That valuation is based upon the significant development work that HTC has financed to bring the project to this point, including the following elements: (next pages)

Intellectual Property & Audio Assets: The Picture will exploit the derivative rights in the Podcast. The Producing Companies own these rights. Further, the Picture will use audio assets already paid for and produced by the Company. These assets include: 1) cast voiceover performance; 2) musical score, including songs with actor performances; 3) sound effects and design. We believe that this will result in significant cost savings compared to what these assets would cost in a conventional movie production.

Artwork & Character Design: The creation of visual art for the Podcast gives us a head start on development of the artistic style we will used in animating the movie. Past efforts at developing Hank for a movie have begun with the question, “What do Hank and the rest of the characters look like?” To a large extent, we’ve already answered that question.

Audience Building: The Podcast took Hank into new media spaces, i.e. the podcast world, where he had never been before. While many of our listeners were already loyal Hank fans, the podcast also made a lot of new fans! The Podcast release also garnered significant media attention, drawing attention to the project.

The Team & Cast: Much of the work that goes into the initial stages of making a movie is putting together the team and cast. We have already built an incredible team of filmmakers, producers, talent, composers, and musicians that we believe will be ready to go within weeks, if not months, of reaching our capital goal.

Audience Analytics: Thanks to the publication of the Podcast, we have access to a wealth of data on our specific audience through analytics platforms like Megaphone and Apple Podcast Connect. This gives us a head start on customer profiles and audience research that will be very valuable to the film distributor when it is time to plan the movie release. The more we know about our audience, the more we will be able to target our P&A spend, chart a release strategy and target our efforts and resources in the areas where our dollars will have the greatest impact.

De-Risking the Creative: Ordinarily, movie financiers take enormous creative risks prior to committing capital to a project. Lots of times, what starts out as a good idea just doesn’t turn out well. Because of our unique approach, investors in this movie will bear a significantly reduced creative risk. Among other things, the Podcast serves as a highly developed, detailed proof of concept. We think it turned out great, and we invite you to listen and decide for yourself!

Capital Raise & Startup Costs: It takes money to raise money. A capital raise of this nature requires significant amount of expense on fees for things including, but not limited to, legal work, graphic design, compensation of primary promoter (Mark Erickson), travel, meeting space and hospitality.

4: tHe poDCast

DireCtor JeFF niCHoLs on DisCoverinG Hank...

“I actually picked up book No. 11, Lost in the Dark Unchanted Forest, which is the book we decided to turn into the first season of the podcast. And I started reading it to my son with no knowledge of the series. I had finished a couple of years before making the movie Mud with Matthew McConaughey, and I couldn’t help but hear his voice coming out in every line that I read of Hank’s. I immediately Googled it and found out Wow, this is one book in a very long series. And I called my producing partners and said, “Hey, I think I’ve got a children’s book series that I think would make a great something.” And so that’s when we went looking for John R. Erickson.” – Jeff Nichols, Texas Highways Magazine, October 17, 2020. Read here.

Matthew McConaughey as Hank

Hank the Cowdog Podcast Cover

Matthew McConaughey was nominated for an Ambie award for Best Performer in Audio Fiction for his performance on the Hank Podcast.

992,034

Simplecast (8/20 - 3/22)

30,000

Simplecast (est. 4/22)

760,125

Megaphone (5/22 - 5/24)

1,782,159

Total as of 5/17/2024

Janet MacLand, 08/21/2022

“Wonderful!”

This has been a life saver!!! My nieces and nephews have listened to this story about 30 times at least!!! I downloaded these and it’s just a repeat every night time I put them to bed. They never get tired of hearing this!

peopLe are taLkinG...

mhamstermom, 06/17/2023

“The

Best of the Best”

Megsmith97, 04/05/2022

“Hank is classic family

fun”

Hank and Drover’s adventures are everything a parent hopes for in Children’s entertainment. It’s clean, wholesome, and honestly funny! We love to road-trip and listen to Hanks’s adventures with our kids, it’s something we genuinely all enjoy without screens and I don’t have to worry about pre screening it for inappropriate content. I always know it will be entertaining and fun! this!

Full disclosure - I was raised on Hank the Cowdog. I fell asleep to sound of those audiobooks for years, and I still pull them out frequently. This rendition is so faithful and delightful. Every actor lends a delightful new note to their character and the script is pure, adventurous Hank fun. Matthew McConaughey has an unspeakably funny take on Hank. I especially loved Cynthia Erivo’s performance - and the late, great Leslie Jordan warms my heart with every line. 6/5. On a bonus note - I’ve never seen an HEB in person, let alone stepped foot in one, but I do sing the jingle pretty regularly now.

mrs.dogface, 10/13/2022

“Hi I love this podcast”

Hi my name is addy and I’m 8yrs old and I listen to this everynight my favorite person is hank

brfranklin, 03/15/2023

“More Please!”

Well that was just about the most fun and endearing thing I can remember listening to in years. I loved it, and my kids (7-16) loved it. I would absolutely pay to hear more Matthew McConaughey as Hank.

you Can reaD more Here

Jiggle Jinx, 04/24/2024

“Simply the Best!”

We listen to an episode or two every night before bed - for the last sixish months. PLEASE make more episodes!

Janet MacLand, 08/21/2022

“Wonderful!”

This has been a life saver!!! My nieces and nephews have listened to this story about 30 times at least!!! I downloaded these and it’s just a repeat every night time I put them to bed. They never get tired of hearing this!

peopLe are taLkinG...

mhamstermom, 06/17/2023

“The

Best of the Best”

Megsmith97, 04/05/2022

“Hank is classic family

fun”

Hank and Drover’s adventures are everything a parent hopes for in Children’s entertainment. It’s clean, wholesome, and honestly funny! We love to road-trip and listen to Hanks’s adventures with our kids, it’s something we genuinely all enjoy without screens and I don’t have to worry about pre screening it for inappropriate content. I always know it will be entertaining and fun!

Full disclosure - I was raised on Hank the Cowdog. I fell asleep to sound of those audiobooks for years, and I still pull them out frequently. This rendition is so faithful and delightful. Every actor lends a delightful new note to their character and the script is pure, adventurous Hank fun. Matthew McConaughey has an unspeakably funny take on Hank. I especially loved Cynthia Erivo’s performance - and the late, great Leslie Jordan warms my heart with every line. 6/5. On a bonus note - I’ve never seen an HEB in person, let alone stepped foot in one, but I do sing the jingle pretty regularly now.

mrs.dogface, 10/13/2022

“Hi I love this podcast”

Hi my name is addy and I’m 8yrs old and I listen to this everynight my favorite person is hank

brfranklin, 03/15/2023

“More Please!”

Well that was just about the most fun and endearing thing I can remember listening to in years. I loved it, and my kids (7-16) loved it. I would absolutely pay to hear more Matthew McConaughey as Hank.

you Can reaD more Here

Jiggle Jinx, 04/24/2024

“Simply the Best!”

We listen to an episode or two every night before bed - for the last sixish months. PLEASE make more episodes!

poDCast to piCture

a unique approaCH

To the greatest extent possible, the Team intends to use the audio assets created through the Podcast and animate the action straight to the screen. As far as we know, this approach is truly unique. We believe our approach gives us a great advantage in the marketplace and a value to investors that can’t be found anywhere else.

De-riskinG tHe Creative

A successful movie is a multi-faceted creative and business enterprise that is just shy of a miracle to pull off. From writing and directing, to casting, to art, shot production and animation, to performance, sound effects, sound design and musical score, an animated movie presents no shortage of opportunities for failure.

In a typical movie production, the funds are committed well before most of the creative heavy lifting even begins. In this case, much of that work has already been done, significantly narrowing the margin of error. This is the only production that we know of in which so many of the creative risk factors have been overcome before production money is committed. We invite you to listen to the Podcast for yourself. If you like it, that’s what we aim to put on the screen.

reative LeaD: JeFF niCHoLs

Most movies that become classics are the product of a strong creative vision by a brilliant creative lead. Without Francis Ford Coppola, The Godfather would be just another gangster movie. Steven Spielberg’s vision for E.T. turned what could have been just another sic-fi film into the universally beloved classic about friendship and self-sacrifice. The Hank movie has that brilliant creative visionary in Jeff Nichols.

JeFF niCHoLs DireCtinG mattHeW mCConauGHey on tHe set oF “muD“.

5: tHe piCture

The Picture will be an animated, feature-length motion picture intended primarily for theatrical release. As a derivative of the Podcast, it will utilize the visual and audio assets of the Podcast and capitalize on the audience building achieved by the Podcast’s release.

synopsis

The discovery of a mysterious paw print near the chicken house puts Hank and Drover on high alert for a suspected intruder to Ranch Headquarters: a boar raccoon. But later, on night patrol, they learn that the intruder isn’t a raccoon, but a giant, deadly bobcat named Sinister. And Hank jumps right in the middle of him.

Following his thrashing at the hands of Sinister, Hank offers counsel to his young friend, Little Alfred, who is struggling to accept his new baby sister Molly into the household. But in spite of Hank’s best efforts, Alfred decides to run away from home and into the deep, dark, dangerous Unchanted Forest.

Hank sets out on a rescue mission to bring the boy back, but soon discovers that something else is pursuing Little Alfred as well: Sinister the Bobcat! With the help of a witchy little owl named Madame Moonshine and a couple rowdy coyote brothers named Rip and Snort, Hank must journey through the Unchanted Forest and overcome his own fear to rescue Alfred and bring him back home.

amimation

Over the years, the Team has developed a network of accomplished animators throughout the industry.

Once we have raised sufficient capital to fund the production, the Team will develop a budget and solicit proposals and bids from animation studios based upon that budget. The visual style will reference the visual style of the Podcast art, but will have a new, fresh “movie look” all of its own.

6. tHe team

The primary strength of this project is the team. Fundamentally, this project comes down to a trifecta of strengths: A great filmmaker (Jeff Nichols), a top lead actor (Matthew McConaughey) and a great author (John R. Erickson).

introDuCtion &

notes on Blah Blah Blah

This booklet is laid out in a manner intended to demonstrate the proposed layout for the Hank the Cowdog movie adaptation pitch deck which it describes. Inspiration was drawn from the original Hank the Cowdog books, as well as from vintage Western movies - being both related in setting and subject, as well as appropriate for the film medium.

Further headings

This booklet is laid out in a manner intended to demonstrate.

Acclaimed filmmaker Jeff Nichols has written and directed six movies. He is widely regarded as a rising star in the movie business. His latest film, The Bikeriders, hits theaters June 21, 2024.

Academy Award Winner, leading man in countless movies, and official Matthew McConaughey is one of the biggest movie stars in the world. This Texas native brings his authentic, easy-going, natural drawl to voice the part of Texas’s favorite dog.

imDB paGe

imDB paGe

Mark has been the lead representative of the Hank the Cowdog property and HTC Productions since leaving his legal career in 2015. Mark has been part of the Hank film & television journey since the first audiovisual adaptation of Hank in 1985, through the Nickelodeon era of the 90s, and through many different indie projects along the way. Mark is also a screenwriter who has written a crime thriller series and several feature scripts, in addition to numerous Hank feature, series and podcast adaptations.

Sarah Green is an industry veteran, with extensive production experience and over [##] feature film credits. She has a proven track record of executing her director’s vision on time and on budget and has work with renowned filmmakers like (in addition to Jeff Nichols) Terrence Malick, Julie Taymor and John Sayles.

A former sales agent at Creative Artists Agency (CAA), the world’s leading talent agency, Brian is an expert in movie and television distribution and sales. His extensive industry background, deep connections in the business and outside-the-box thinking have made him one of the top movers in the entertainment business. He is currently a partner at Range Media Partners and a co-founder of QCode, which co-produced the Hank podcast.

Brian kavanauGH-Jones

kirsten Dunst as saLLy may

Oscar Winner

Best Actor, 2014

IMDb Page

Oscar Nominee

Best Supporting Actor, 2022

IMDb Page

Oscar Nominee

Best Supporting Actress, 2022

IMDb Page

LesLie JorDan as pete tHe BarnCat CyntHia erivo as maDame moonsHine

Oscar Nominee

Best Actress, 2021

IMDb Page

JoeL eDGerton as rip & snort, tHe Coyote BrotHers

IMDb Page

auDienCe

Hank the Cowdog has what so many other literary properties written about the American West lack: authenticity that comes from deep experience. It’s a quality that can’t be bought or faked. Audiences know when they’re being lied to. The Hank stories come from a real place, from real work, a real way of life, lived by real people and animals. They have always been deeply rooted in that place and that way of life.

“Authenticity… Author John R. Erickson’s Hank the Cowdog series resonates with rural people around the world because of its authenticity. John got the smell of the fire by first working on ranches in the Oklahoma and Texas panhandles and then owning his own ranch south of Perryton, Texas. His dirt-in-the-nose experience infiltrates every Hank story with the realities of ranch life that can’t be duplicated by someone writing behind some desk in New York or Napa. It has to be lived to be authentic, and John Erickson lives it every day.”

⁃ Jim Bret Campbell, executive director of the National Ranching Heritage Center and the Ranching Heritage Association

Erickson works cattle on the LZ Ranch in 1980, shortly before he penned the first Hank book. Photo by Kris Erickson.

“[He] started to write in the style his cowboy companions used when they told stories at roundups and spring branding. He had discovered his ‘cowboy voice’ and was beginning to find a small audience.” - Christian Wallace, Texas Monthly Magazine, March 2021.

For decades, the Hank stories have cut through the noises and connected with readers because they contain a kind of earthy humor common to country folks.

“In contrast to the school-issued storybooks that showed snowy scenes and verdant forests, “Hank was ours,” Christian [Wallace] said. “The landscape was familiar, as was Erickson’s depiction of the ranching life and the critters and the accents in the recordings.”

“From the Editor,” Texas Monthly Magazine, March 2021

Hank is very strong in the American Heartland, where the people are underserved and poorly represented by an entertainment industry that caters to a bicoastal, secular, urban, progressive audience. Our primary audience is in what bi-coastal media elites sometimes refer to it, “flyover country.” Flyover Country is Hank Country. The millions of existing Hank fans out there, and the many more people like them who haven’t yet become Hank fans, are hungry for content that aligns with their interests and values. Hank’s appeal can’t be manufactured in a studio writers room, it only comes from sweat and soil. We believe that gives us a major edge in the movie world.

A Sense of Place…

Anytime you’re telling somebody a good story, it can travel. I’ve found that through my work, which mostly takes place in the American South. I screen my films all over the world. And I think it’s a misconception that in order to be universal, you can’t be regionally specific. I think it’s actually quite the opposite. The more specific you are in place and voice, the more universal your work becomes.

Jeff Nichols understands what we are trying to do with Hank in a way that few people in the entertainment industry can. He has made the trek to the Panhandle, stayed on Erickson’s M-Cross Ranch, visited the original Hank headquarters on the LZ Ranch and met with the original HTC seed investors in Perryton, Texas. He has made a career out of making movies set in a specific place, told with a specific voice that connect with people in the Heartland. He makes elevated movies for normal people whether Hollywood knows that America wants them or not.

Regionalism…

Recent independent films have affixed a renewed lens onto American regionalism, one that takes up the mantle abandoned by a post-Spielberg/Lucas Hollywood. A feast of cinematic locavorism, such films are often shot on location and are supported by members of the community, who sometimes become directly involved in the production. These films do not, in short, portray rural America arbitrarily or vaguely, and they refuse to perpetuate received ideological assumptions or lazy stereotypes. These films seek to represent their respective regions with palpable honesty and authenticity, rejecting any lingering assumptions about the city’s inherently superior storytelling capacity.

- “Why Can’t America’s Heartland See Itself on the Big Screen?” - Landon Palmer, IndieWire Jan. 31, 2014. Read here

The piece from IndieWire quoted above talks extensively about Jeff Nichols and his work. His films are some of the author’s primary examples of region-specific films that have potential for broad appeal, but don’t fit naturally into the thought habits of the entertainment industry and the people who make decisions about what films get made and where they are screened.

The Picture will be that kind of film. Walt Disney grew up on a farm in Missouri and made films for Heartland America, but things have changed in the movie business. In our nearly-forty years of experience looking at Hank film and television deals (beginning with a cutthroat contact offer from Disney in 1985), we have found that, by and large, the modern entertainment industry doesn’t get Hank and isn’t interested in making films for our audience.

On Taking Hank to Hollywood…

[S]ome people had questions, especially people in LA in the industry. They were like, “Well, we haven’t heard of Hank the Cowdog.” Which I saw was a tremendous benefit. I said, “That’s the point—we’ve got 74-plus books. We’ve got the entire universe to play in.” They just couldn’t wrap their heads around it or put the value in it that I was putting into it.

– Jeff Nichols, Texas Highways Magazine, October 17, 2020 Read here.

We don’t expect to change the thinking of an entire industry, but we think we can do this better on our own. Jeff Nichols is a native of Little Rock, Arkansas. He went to film school in North Carolina and now lives in Austin, Texas. None of those places is Los Angeles. And yet, he is operating in the entertainment industry at a very high level. His movies are set mostly in the American South and Midwest. They exhibit a deep integrity that is rooted in a strong sense of place and a loving curiosity about the people who live in those places. Jeff has charted his own course outside of the normal channels of success in the industry and found his audience. That sounds a lot like Erickson’s journey to success with the Hank books.

We think that Jeff’s artistic sensibilities and natural affinity for the American Heartland make him the right man to take Hank to the silver screen.

tHe ameriCan West vaLues entertainment.

The success of shows like Yellowstone demonstrates the enduring appeal of the American West. Yellowstone was the most watched show across television (excluding football) in the 2021-2022 season, according to TV Guide. The show has gone on to spawn multiple spinoffs and prequels, as well as branding and apparel lines.

The phenomenal success of movies like Sound of Freedom (Est. Budget: $14.5 million; Worldwide Gross: $250 million, according to Box Office Mojo) indicate that innovative distribution strategies targeted at underserved, values-conscious audiences can pay off, big time. There is an enormous opportunity to succeed with such audiences if and when a movie is released with a smart, well-targeted distribution strategy.

Yellowstone was the most watched show across TV (excluding football) in ‘21-’22

We have an opportunity to connect with an underserved audience at a relatively low production cost, and that gives us an edge over the multinational media companies that dominate the movie business. Make no mistake, we want to sell lots of movie tickets in L.A., but the real opportunity for Hank is in places like Boise, Idaho, Oklahoma City, Dallas-Fort Worth, Denver, Colorado and Nashville, Tennessee.

• BOISE, ID

• OKLAHOMA CITY,OK

• DALLAS, TX

• DENVER, CO

• NASHVILLE, TN

8. DistriBution & monetiZation

WHen it Comes to DistriBution, tHere are a miLLion DiFFerent options. Here are a

1. WorLDWiDe DeaL

WitH maJor streamer pros

In this scenario, the production company sells the movie to a major media company like Apple, Amazon or Netflix. This would be a one-time sale of worldwide rights, most likely without any sort of long term profit participation. The movie may get a limited theatrical distribution, or may be solely and exclusively we exhibited via streaming.

A recent example is “Hit Man” starring Glen Powell and directed by Richard Linklater, made for a reported $8.8 million, sold out of the 2023 Toronto International Film Festival to Netflix for $20 million. It got a limited theatrical release and is now available exclusively on Netflix.

In this case, the producers more than doubled their money and found a good home for their movie on a major streamer that makes it available to millions of people around the world.

If the price is right, then the production company can take the money to the bank and move on with the next project. The production company ceases to bear the risk of the movie not performing with audiences once the deal is done. Would-be buyers in this kind of deal are multi-billion dollar global media companies with enormous resources that they can put behind the movie, if they so choose.

Cons

The production company has to be willing to kiss the film goodbye, and with it, probably all ancillaries and derivatives. If a buyer is unwilling to negotiate, then we may find their terms unacceptable. Hank has long term potential for sequels, spinoffs, television series, licensing and merchandising that most movies lack. Most investors in this Picture will prefer a longer term participation. If there is a sequel, the studio may invite the producers, writer, director and cast to come back and make the next movie (although that isn’t guaranteed), but there would likely be no further participation for the production company or its investors.

pros

2. aCquisition

DistriBution aGreement

In this scenario, the production company sells the distribution rights to a distributor, or multiple distributors. Often, the dealmaking would start with a limited number of foreign territories, building up to a domestic distribution deal with a major U.S. distributor like Lionsgate, Focus Features or Roadside Attractions. This would be a long term deal (20-25 years) in which the distributor would put up the P&A money and take a percentage (30 - 50%) of the film’s earnings as its distribution fee.

The producer limits its financial risk to the production financing and lets the distributor bear the cost of distribution (“P&A”). Film distribution is a specialized field in which the established players have many built-in advantages. The terms of this kind of deal are more negotiable and can be suited to a particular film. Finally, an established producer will have

Cons

Once the deal is done, the fate of the movie—and by extension, the producer’s fate—is in the hands of the distributor. A good movie can underperform at the box office because the distributor doesn’t understand the movie or its audience. In the past, established distributors have at times failed to understand certain movies, especially those with a strong rural or regional appeal, and as a consequence, the movie underperforms. access to any performance data from the streamer.

That Hollywood overwhelmingly prefers the city while indies provide the few films that actually survey the country has birthed something of a paradox beholden to our current distribution systems: wide-release metropolis-based films play nationwide, while smaller films set in the rural US almost exclusively play in the big city markets that carry platform releases. Such films rarely get out of this bind until the “bigger markets” have been tested.

Writer/director Jeff Nichols saw his Arkansas-set third feature “Mud” substantially outperform his previous two films, “Shotgun Stories” (Arkansas) and “Take Shelter” (Ohio), in part because distributor Roadside Attractions proved willing to take risks that defy the conventional wisdom of indie rollouts.

“WHy Can’t ameriCa’s HeartLanD see itseLF on tHe BiG sCreen?“

- LanDon paLmer, inDieWire Jan 31., 2014 reaD Here

3. inDepenDent/seLFDistriBution

(“rent-a-

DistriButor“).

This is a method for distributing independently produced films in which the producer provides the financing for all three stages in the life of a movie (i.e. development, production and distribution) but contracts with a distributor to handle the actual distribution of the film.

Because the distributor takes little or no risk in this sort of arrangement, a producer can expect the distribution fee to be much lower than in an acquisition deal (for example, 15% versus 30 - 50%). If the film is successful, the producer enjoys more of the financial reward. If the producer has the right team in place with the requisite insights, experience and abilities in film distribution and sales, that team can tailor a distribution plan to a specific film and a specific audience rather than take the risk that the distributor fails to understand the film and its audience.

pros ConsThe producer takes all or most of the financial risk. Further, it is rumored that distributors hired to distribute are less likely to make their best effort on behalf of a movie in which they have little of their own money invested, particularly when in competition with their own films. Finally, this distribution method would require the producer to come up with all or most of the financial resources to fund the P&A, likely all or in part through an additional capital raise beyond our current offering, which is for production funding only.

The three examples above are just that, examples. A distribution plan can mix and match attributes from each model. Generating opportunities and evaluating options will be a long-term process that could begin before production and continue past completion of the movie. Whatever that ends up looking like, we have the team to attack this question at all levels. But more importantly, we’re going to have a great movie that lost of people are going to want to watch.

Below are three different example capitalization tables showing varying levels or capitalization showing distribution of equity between three different types of equity owner: Cash Investors who subscribed to this offering; HTC Productions, LLC (representing the original seed investors backing this project); Hank I-B, LLC (representing the Managers). Scenario

$8,000,000 $2,000,000 $10,000,000

$10,000,000 $2,000,000 $12,000,000

$15,000,000 $2,000,000 $17,000,000

The following four distribution scenarios assume the Intermediate Capital Raise (Example #2) scenario from Exhibit “A” above, i.e. $10 million cash raise. These waterfall scenarios do not include net profits payments (often referred to as “backend points”) paid to talent from earnings on the Picture. For purposes of these figures, “gross revenue” does not mean Box Office numbers, it means gross revenue to the Company after payment of expenses of the Picture, distribution costs and/or fees, and net profits payments to talent, etc.

These figures are provided for illustration purposes only. We make no prediction, warranty or suggestion as to what we think the Picture will earn or how much revenue the Company may receive over any given period.

Sample Waterfall #1 assumes Gross Revenue of $15 million.

Sample Waterfall #2 assumes Gross Revenue of $20 million.

Sample Waterfall ($15m)

Cash Investors

HTC Productions Hank I-B TOTAL Sample Waterfall ($15m)

Cash Investors

HTC Productions Hank I-B

Sample Waterfall #3 assumes Gross Revenue of $25 million. Sample

$30 million.

TOTAL Sample Waterfall ($15m)

Cash Investors

HTC Productions

Hank I-B

TOTAL Sample Waterfall ($15m)

Cash Investors

HTC Productions

Hank I-B

TOTAL

6,555,556 1,311,111 3,933,333 11,800,000

After Internal Break

9,333,333 1,866,667 5,600,000 16,800,000 Total Dist 12,000,000 2,400,000 600,000 15,000,000 Total Dist 14,777,778 2,955,556 2,266,667 20,000,000 Total Dist 17,555,556 3,511,111 3,933,333 25,000,000 Total Dist 20,333,333 4,066,667 5,600,000 30,000,000

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