Inside the making of 'Conviction,' 'Valentine'

Detailed backstories on four indie film successes



Actor-director Tony Goldwyn's journey toward "Conviction" began, ominously enough, during a morning meeting in New York on Sept. 11, 2001. While the World Trade Center was under attack downtown, Working Title was hiring him and screenwriter Pamela Gray to adapt Betty Anne Waters' true story about going to law school to free her convicted brother.

"We all got on the phone a couple days later and said there's some serious karma around this film now -- we've got to make it," Goldwyn recalls.

After several interviews with Waters and her family, the film was greenlit by Universal with Naomi Watts starring. But in early 2004, "all of a sudden I guess Naomi got nervous about it -- I wasn't quite sure what happened -- and dropped out after being attached for a year," Goldwyn says.

Disagreements followed over who should replace her and what the budget should be. "I said, 'Guys, we shouldn't make this movie for $25 million.' I kept trying to get the movie made for $20 million, thinking that's the smart way to make it, and they said, 'We're not sure you can make a good movie for that money.' "

As Goldwyn put the project on hold to helm "The Last Kiss" for Paramount, his father alerted him to Hilary Swank's soon-to-be Oscar-winning performance in "Million Dollar Baby."

"Oh my God, that's her," Goldwyn recalls saying, and though Swank was interested, she was booked.

The project languished but took on new urgency when producer Andrew S. Karsch informed Goldwyn in 2006 that Waters' life rights were about to expire. He and Gray improved the script and signed Swank later that year -- but now the new regime at Universal was less enthusiastic.

Worried the film wasn't moving forward, he, Karsch and new producer Andrew Sugerman convinced the studio to put the film in turnaround "with a generous reduction in overhead costs," according to Goldwyn. In May 2007 he set off on a quest to finance the now-$14 million project independently.

After meeting with many "liars and thieves" in the investment world, Sugerman finally assembled principal investors Omega Entertainment, debt financiers Oceana Media Finance, money from Michigan's tax credit arranged by Bank Leumi and more equity from Prescience.

But just a few months before principal photography was set to begin, the global financial markets collapsed, causing investors to reduce their commitment and foreign presale estimates to shrink. The budget then shrunk to $12.8 million.

"At one point the crew was going to walk off the movie because we couldn't make certain guarantees," Goldwyn recalls. "Two weeks before rehearsal, we still weren't sure it was going to close -- I was literally on my office floor about to pass out."

The financing didn't close until the day in February 2009 that Swank, Sam Rockwell, Minnie Driver and others arrived for rehearsal.

As with Waters' quest, Goldwyn had a happy ending when Fox Searchlight acquired North American and select international rights to the film a year later. Its Toronto premiere was on Sept. 11 -- nine years to the day from when his journey began.



The romantic drama "Blue Valentine" might have brought more heartache to writer-director Derek Cianfrance than to its star-crossed characters during the project's 12-year journey to the screen. Radical Media, where Cianfrance worked as a commercial director, made several attempts to set up the project starting in 1999, including at United Artists and GreeneStreet.

Rachel Weisz, Scott Speedman and a prefame Jeremy Renner were among the actors attached to star, and Michelle Williams first came aboard after meeting Cianfrance at Sundance in 2003. Then, while in postproduction on "Half Nelson," Hunting Lane Films producer Jamie Patricof introduced Ryan Gosling to his old Radical Media colleague Cianfrance, and soon "Nelson" producers Lynette Howell and her then-Silverwood Films partner Doug Dey were aboard with Hunting Lane's Alex Orlovsky.

Fate seemed to be shining on them when "Valentine" won $1 million in P&A funding, $250,000 in equity and free cars from the Chrysler Film project in fall 2006. "Nelson" distributor ThinkFilm soon made a bid to finance it with an eye toward an early 2008 start.

But word was emerging that ThinkFilm was having troubles, so the hunt began for more financiers. Longtime "Valentine" champion Cassian Elwes agreed to finance the project through the new Incentive Filmed Entertainment fund, led by him and his William Morris colleague Rena Ronson, and the stars agreed to a March 2009 start.

Then a slew of problems threatened to derail the film. "It's called Incentive for a reason: you need to shoot in a state with a tax credit," Howell recalls. The stars developed their characters partly on the Morro Bay, Calif., locale, so Cianfrance had to convince his cast -- and Incentive -- that New York would work just as well.

Then Chrysler filed for Chapter 11 bankruptcy, and when the producers finally tracked down the auto execs to renegotiate their prize, the $1 million P&A funding portion had evaporated.

A merger was brewing between William Morris and Endeavor as financing was closing, shifting the project to WME Global head Graham Taylor (who, luckily, had helped broker the ThinkFilm deal and was involved in a much smoother merger with new wife Howell).

Then, just six weeks before the shoot, the state tax credit in New York ended. "Michelle had committed to being at home with her daughter, so going to Michigan just wasn't an option," Howell recalls. "We looked around and noticed how close the Pennsylvania border was to New York, so we called the film commission and they said, 'There's literally one slot available for this year, but you've got to get your application in today.' We were like, 'You've got to be kidding.' "

"And then we thought, 'Where are we going to shoot in Pennsylvania?' We just put a pin in a map and said, fine, Scranton it is," Howell adds.

Despite four days of intense rewrites and many frayed nerves, the filmmakers say the new locale helped them stretch their $4 million budget further, and locals who acted in key scenes gave the film a unique authenticity. All the offscreen drama had a happy ending when the Weinstein Co. nabbed North American and Pan-Asian satellite territory rights to the film in January, with a planned awards season push when it opens in December.


Gersh Independent agent Jay Cohen wasn't surprised when actor-director David Schwimmer had trouble financing his planned drama about an online sexual predator who preys on a teenage girl. "It's not exactly a commercial movie," Cohen says.

Luckily for Schwimmer, a father's desire to protect his family is often a powerful motivator.

"I have two daughters 14 and 17 always online and my wife and I freak out constantly," Cohen says. "This movie is a scary dramatic look at what happens to a family when all trust is broken."

To get the movie made, Cohen and Schwimmer took the script to Clive Owen, himself the father of two daughters. Owen was interested and willing to work for well under his quote, with one major provision -- he wanted Catherine Keener to play his wife.

Keener, who knew Schwimmer socially, agreed, so Cohen began focusing on financing.

"We put a list together of a 100 financiers between equity, foreign, indie distributors, and mini-studios," Cohen says. Most passed when they found out what the subject matter was. But one financier bit -- and for a specific reason.

"Avi Lerner also has a young daughter," Cohen says. "He understood why the subject matter was so important." Lerner's Millennium Films, as well as tax breaks secured from shooting in Michigan, allowed Schwimmer to film "Trust" in 40 days for about $7.5 million.

Millennium premiered "Trust" in Toronto and has a first-look option to distribute, but Cohen is hoping the film lands a its own paternal figure that can manage a wider domestic release to go along with the foreign sales deals already in place.



Despite an Oscar-winning actress, an acclaimed director and Pulitzer Prize-winning source material, this drama from executive producer Nicole Kidman almost went down its own rabbit hole of development hell.

Fresh from signing a three-year first-look deal with Fox, the star asked her Blossom Films partner Per Saari to see David Lindsay-Abaire's seriocomic portrait of a couple dealing with the loss of their child on Broadway in 2006. They quickly optioned the rights, hired the author to adapt the screenplay and within a year attached director Sam Raimi at Fox Searchlight.

But according to Saari, delays from the WGA strike led to Raimi dropping out--and into the since-scrapped "Spider Man 4." Searchlight was willing to wait for him, but the producers instead attached John Cameron Mitchell to direct in 2008.

"When we brought John on, Searchlight frankly wasn't really in the mindset to be making these kinds of films," Saari recalls. "So they said, 'Go for it -- if you want to do it somewhere else and find the money, have a crack at it.' " Instead of putting the project in turnaround and cutting its ties, Searchlight made a non-binding first look deal for the finished film.

Then at Sundance in 2009, Saari bumped into onetime colleague Leslie Urdang. She quickly agreed to come aboard with her Olympus Pictures partner Dean Vanech to produce and finance the film, principally through equity from their parent company's energy business. CAA helped bring on Odd Lot's Gigi Pritzker and her execs to produce and provide the other half of the financing through foreign presales and equity.

The challenge was now financing the film for less than half of its initial $12 million-plus budget.

"I felt this was something we could do economically if the talent was willing to come aboard with strong back-end deals," Urdang says.

They attracted a top-notch cast, including Aaron Eckhart and Dianne Wiest, and Searchlight screened the film ahead of its Toronto premiere. But Urdang says the studio wanted to wait to see reaction at the festival, partly because of its crowded slate (making the desire for a 2010 awards campaign tough) and partly to see if critical acclaim would outweigh the dark subject matter.

The Toronto strategy paid off -- but with another studio. Lionsgate, on the hunt for its own Oscar bait, acquired the North American rights and slated a December release.