SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
I, Dwayne Prescott, declare as follows:
1. I am the Vice President of Unscripted Programming at Aurelius Media Americas Inc. ("AMA"). I have held this position since July 2020. Prior to my promotion to this role, I served as Senior Director of Development for AMA's Unscripted Programming Division from January 2018 through July 2020. In both capacities, I have been responsible for overseeing the creative development, production management, and strategic direction of AMA's unscripted programming slate. I make this declaration based on my personal knowledge, and if called as a witness, I am competent to testify to the matters set forth herein.
2. During the entirety of my tenure as Vice President of Unscripted Programming, I reported directly to Gavin Aldrich ("Aldrich"), who served as Senior Vice President of Original Content and Executive Producer within AMA's Unscripted Programming Division. Specifically, I reported to Aldrich from the time I assumed the Vice President role in July 2020 until his termination from AMA on October 14, 2022. In this reporting relationship, I worked closely with Aldrich on a daily basis concerning the development and production of AMA's unscripted programming content, and I was familiar with the projects under his supervision, the teams he directed, and the materials he accessed and utilized in the course of his duties.
3. In my capacity as Vice President of Unscripted Programming, I am thoroughly familiar with the proprietary show concepts and format bibles developed by AMA's Unscripted Programming Division. Show format bibles are treated as highly confidential within AMA, and access to them is restricted to authorized personnel involved in the development and production process. A show format bible is a comprehensive document that sets forth the creative and commercial blueprint for a prospective unscripted television program. Specifically, a format bible typically contains, among other things, the overarching concept for the show, the structural framework for each episode, the casting approach and talent strategy, the visual style and production design, the episode arc and season trajectory, and the monetization strategy — including anticipated revenue streams, target demographics, and platform positioning — for each show concept. These format bibles represent core intellectual property assets of an unscripted production company such as AMA. They are the product of substantial investment in creative development, market research, and production planning. Based on my experience overseeing AMA's development pipeline, AMA typically invests between $50,000 and $150,000 per concept in development costs before a concept is pitched to a network or platform buyer. These costs encompass, but are not limited to, writer and creator compensation, research and location scouting, casting research, creation of pitch decks, and, in many cases, the production of sizzle reels or pilot treatments. The format bibles thus embody the cumulative value of those investments and are among AMA's most closely guarded proprietary assets.
4. I am personally familiar with the three show format bibles that, as described in AMA's Cross-Complaint, Aldrich transmitted without authorization to Halcyon Creek Productions LLC ("Halcyon Creek"). Those three format bibles correspond to the show concepts known internally at AMA as "Apex Endurance," "The Remix," and "Untamed West." All three concepts were developed by AMA's in-house development team under Aldrich's direct supervision during the calendar year 2021 and into early 2022. All three were in active stages of development at the time of Aldrich's termination on October 14, 2022. And all three are subject to AMA's confidentiality protections, as described further below in paragraph 6 of this declaration.
(a) "Apex Endurance." "Apex Endurance" is an outdoor adventure competition format designed for a ten-episode first season. The concept involves teams of amateur and semi-professional athletes competing in a series of escalating physical challenges set in remote wilderness locations across the western United States. AMA's development team invested approximately $120,000 in concept development for "Apex Endurance," including extensive location scouting across multiple states, casting research and outreach to potential participants, development of competition formats and challenge designs, and the preparation of a detailed pilot treatment. As of October 2022, AMA was in preliminary discussions with two major streaming platforms regarding a potential series order for "Apex Endurance." Those discussions were confidential and ongoing at the time of Aldrich's termination. The unauthorized disclosure of the "Apex Endurance" format bible to a competitor jeopardizes those discussions and AMA's ability to secure a series commitment on competitive terms.
(b) "The Remix." "The Remix" is a music-driven talent competition format. The concept centers on established recording artists who are paired with emerging musicians to re-imagine and perform classic songs across a range of genres. AMA's development team invested approximately $85,000 in the development of this concept, including market analysis, format design, music licensing research, and creation of the format bible. As of October 2022, "The Remix" was in early-stage development and had not yet been formally pitched to network or platform buyers. The format bible for "The Remix" nonetheless represents a substantial creative and financial investment by AMA, and its unauthorized disclosure to a competitor deprives AMA of the first-mover advantage it would otherwise possess when bringing this concept to market.
(c) "Untamed West." "Untamed West" is a docu-series format following ranch and rodeo culture in the American West. The concept is designed to chronicle the lives, traditions, and competitive pursuits of working ranchers, rodeo athletes, and their families across several Western states. AMA's development team invested approximately $95,000 in the development of this concept. Notably, a sizzle reel — a short-form video presentation used to convey the tone, look, and feel of a proposed series to prospective buyers — had been produced for "Untamed West" and was being actively used in pitch meetings with cable networks at the time of Aldrich's termination. The sizzle reel itself represents a significant additional investment beyond the format bible, and its existence reflects the advanced stage of development that "Untamed West" had reached prior to the unauthorized disclosures at issue in this case.
5. I am also familiar with the "Summit Challenge" franchise, which is AMA's flagship unscripted program. "Summit Challenge" has been in continuous production since 2019, and as of the date of this declaration, the program is currently in production on its fifth season. "Summit Challenge" generates approximately $42 million in annual revenue for AMA across domestic and international licensing, advertising revenue, and ancillary revenue streams, including branded content partnerships, merchandise, and digital distribution. The revenue model for the "Summit Challenge" franchise that Aldrich transmitted to Halcyon Creek, as described in the Cross-Complaint, is an exceptionally detailed and sensitive internal financial document. It contains line-item financial projections covering, among other categories, per-episode production costs broken down by department and production phase, network license fees and the contractual terms under which those fees are structured, international distribution revenues organized by territory and distribution partner, advertising cost-per-thousand-impressions ("CPM") rates negotiated with AMA's advertising sales partners, and talent compensation structures — including on-camera talent fees, executive producer fees, and backend participation arrangements. This information is among the most competitively sensitive data in AMA's entire portfolio. Disclosure of this level of financial detail to any competitor would provide that competitor with an extraordinarily granular understanding of AMA's cost structures, margin expectations, and deal-making leverage, thereby undermining AMA's ability to negotiate effectively with networks, platforms, advertisers, and talent representatives across its entire slate of programming.
6. The show format bibles for "Apex Endurance," "The Remix," and "Untamed West," as well as the sizzle reel for "Untamed West" and the "Summit Challenge" revenue model described above, were all stored on AMA's secure internal content management system, known internally as "AMA Vault." AMA Vault requires individual login credentials — including a unique username and password for each authorized user — and access is restricted to authorized AMA personnel on a need-to-know basis. User activity on the system, including downloads, uploads, and transmissions of files, is logged and auditable. Each of the materials described in this declaration is watermarked with the legend "CONFIDENTIAL — AURELIUS MEDIA AMERICAS INC." on every page. Furthermore, these materials are subject to both: (i) the confidentiality provisions set forth in Section 9.4 of Aldrich's Employment Agreement with AMA, dated September 5, 2017, as amended on August 1, 2020; and (ii) AMA's company-wide Acceptable Use and Confidentiality Policy, which all AMA employees — including those at the Senior Vice President level — are required to acknowledge and agree to as a condition of their employment and their access to AMA's internal systems. These protections reflect the importance that AMA places on safeguarding its proprietary development materials and the significant harm that would result from their unauthorized disclosure.
7. I am not aware of any legitimate business reason for Aldrich to have transmitted the show format bibles for "Apex Endurance," "The Remix," or "Untamed West," or the "Summit Challenge" revenue model, to Halcyon Creek Productions LLC, or to have transmitted any of these materials to his personal email account at galdrich.private@gmail.com. The transmission of show format bibles and revenue models to a third-party production company is wholly outside the scope of any AMA employee's authorized duties, including at the Senior Vice President level. Under AMA's policies and standard business practices, all external transmissions of development materials — including transmissions to potential co-production partners, joint venture participants, or other third parties with whom AMA may contemplate a business relationship — require prior written approval from either the President of AMA, Jonathan Mercer, or the Vice President of Business Affairs. No such approval was sought by Aldrich, and no such approval was given by either Jonathan Mercer or the Vice President of Business Affairs, for any of the transmissions to Halcyon Creek Productions LLC or to Aldrich's personal email account that are at issue in this case. To my knowledge, Aldrich never raised the possibility of any business relationship between AMA and Halcyon Creek, nor did he disclose to me or to any other AMA personnel that he was in contact with Halcyon Creek regarding AMA's proprietary materials.
8. I have known Nina Castellanos ("Castellanos"), the principal of Halcyon Creek Productions LLC, for approximately eight years. Castellanos was previously employed by AMA as a Director of Development from 2018 through January 2022. During her tenure at AMA, Castellanos worked within the Unscripted Programming Division and, in that capacity, worked closely with Aldrich. Based on my direct observations and my familiarity with both individuals' professional histories, I understand that Castellanos and Aldrich had a professional relationship that predated their respective periods of employment at AMA. Castellanos departed AMA voluntarily in January 2022. To my knowledge, Castellanos did not take any proprietary materials belonging to AMA with her at the time of her departure, and her departure was handled through AMA's standard offboarding procedures, which include the return of all company property and the acknowledgment of ongoing confidentiality obligations. Halcyon Creek Productions LLC was formed approximately one month after Castellanos's departure from AMA. Public records maintained by the California Secretary of State indicate that Halcyon Creek Productions LLC was formed on February 14, 2022. Halcyon Creek is organized as a California limited liability company, and Castellanos is listed as its agent for service of process. The temporal proximity between Castellanos's departure from AMA and the formation of Halcyon Creek, combined with Aldrich's subsequent unauthorized transmission of AMA's proprietary materials to that entity, gives rise to serious concerns about the circumstances and motivations underlying these events.
9. Halcyon Creek Productions LLC operates in the unscripted and reality television production space — the same market in which AMA competes for network and platform commissions, talent relationships, and advertising revenue. The unauthorized disclosure of AMA's show format bibles for "Apex Endurance," "The Remix," and "Untamed West," and especially the "Summit Challenge" revenue model, to a direct competitor in this space poses significant and concrete risk to AMA's competitive position. In particular, knowledge of AMA's per-episode production costs, network license fee structures, and advertising CPM rates would enable a competitor such as Halcyon Creek to undercut AMA in pitches to the same networks and streaming platforms that AMA targets for its programming slate. A competitor armed with this information could strategically price its own productions to be more attractive to buyers, anticipate AMA's negotiating positions, and exploit AMA's proprietary creative concepts before AMA has the opportunity to bring them to market. The competitive harm arising from these unauthorized disclosures is not hypothetical; it is immediate and ongoing, as the materials in question remain in Halcyon Creek's possession and may be used or further disseminated at any time.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed on the 23rd day of January, 2023, at Studio City, California.
________________________________________
Dwayne Prescott
Prepared and submitted by:
CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017
Renata Vasquez (SBN 224578) Devon Archer (SBN 301462)
Attorneys for Defendant and Cross-Complainant Aurelius Media Americas Inc.
| GAVIN ALDRICH, | Case No. 22STCV41087 |
| Plaintiff, | Assigned for All Purposes to |
Hon. Catherine Villanueva, Dept. 52
v.
DECLARATION OF DWAYNE PRESCOTT
AURELIUS MEDIA AMERICAS INC.,
CROSS-COMPLAINANT AURELIUS
Defendant and Cross-Complainant.