This document maps the documented financing structure behind Manwin/MindGeek’s 2011 debt syndication, focusing on Colbeck Capital Management as the central node. It examines the structural relationships between Colbeck’s principals, Fabian Thylmann’s “unknown Eastern European investors,” Bernd Bergmair’s subsequent majority acquisition, and the recurring Goldman Sachs alumni pattern across all three successive ownership phases. Three evidence tiers are applied throughout: (1) documented facts established by court records, regulatory filings, or confirmed primary sources; (2) credibly reported allegations from major investigative journalism; (3) speculative or thinly sourced inferences, flagged explicitly. The central analytical question — whether the Colbeck loan was a financial bridge designed to facilitate a controlled transfer of ownership rather than a conventional arm’s-length debt transaction — is not resolved in public record and is treated throughout as a live investigative question, not an established finding.
Colbeck Capital Management: Background
Colbeck Capital Management was founded in 2009 by Jason Colodne and Jason Beckman, both former Goldman Sachs officials (Colbeck Capital Management, n.d.). The firm positions itself as a “strategic lending” private credit manager focused on middle-market companies “during periods of transition” — language that is relevant given the specific nature of the MindGeek engagement (Colbeck Capital Management, n.d.).
Jason Colodne served as Head of Proprietary Distressed Investing and the Hybrid Lending Group within Goldman Sachs’s Fixed Income, Currencies and Commodities (FICC) Division before founding Colbeck (Crunchbase, n.d.). He subsequently served as a Managing Director and founder of Morgan Stanley’s Strategic Finance Division. His background is specifically in distressed credit, special situations, and hybrid lending — the precise instruments deployed in the MindGeek transaction.
Jason Beckman is co-founder and managing partner, with a background at Deutsche Bank and Goldman Sachs (Republic Report, 2019).
A critical detail that has received almost no investigative attention: Goldman Sachs publicly distanced itself from the two after they departed (Guo, 2014). The nature of that distancing has never been reported. It may have been anodyne (a routine statement that Goldman was not involved in the deal), or it may have reflected something more substantive about the circumstances of their departure. (Tier 3: speculative.)
The 2011 Transaction: Structure and Anomalies
What Is Established
In April 2011, Manwin (later MindGeek) secured a 168 million — was first broken by adult industry blogger Mike South and subsequently confirmed by Fox Business News reporter Charles Gasparino, who reported that Colbeck would not deny being the source of the financing and that Fortress had bought a piece in syndication (Gasparino, 2013).
The loan carried an interest rate of approximately 24 percent annually (Institutional Investor, 2021). This figure is documented in the Brown Rudnick federal RICO complaint in Fleites v. MindGeek, which characterizes the rate as “reflecting the unwillingness of legitimate mainstream capital to invest in the company because of the innumerable red flags of illegality” (Institutional Investor, 2021). The complaint also notes that the loan was “secured by all of MindGeek’s assets, including its intellectual property, and provided substantial control over management and the company’s operations” (Institutional Investor, 2021).
The loan enabled Thylmann to expand Manwin from approximately 200 to 1,200 staff and acquire dozens of tube sites, production studios, and content platforms across North America and Europe (OMR, 2020).
Colbeck’s funds for the loan were in turn secured from other institutions, specifically including Fortress, in a structure that masked the Manwin association from downstream investors (Guo, 2014). This last point is established in primary reporting but deserves emphasis: the structure was specifically designed so that participants in the broader capital syndication did not know they were invested in a pornography company. Cornell’s endowment manager, when it emerged, severed its relationship with the fund manager responsible, calling the investment “unacceptable” (Evans, 2020). This confirms that Colbeck was using an intermediary structure to place capital in Manwin while obscuring the ultimate borrower from at least some of the 125 investors.
The 24 Percent Rate: What It Signals
A 24 percent annual interest rate on a $362 million senior secured loan in 2011 is not a market rate. To put it in context: the Federal Reserve’s effective funds rate in April 2011 was approximately 0.1 percent. Investment-grade corporate borrowers were accessing capital at 3–5 percent. Even genuinely distressed borrowers — companies in or near bankruptcy — typically accessed restructuring capital at 10–15 percent from specialist distressed debt funds. The 24 percent rate implies one of three things:
(Tier 1) The lender assessed an extremely high probability of default and priced accordingly — but this is inconsistent with the loan being secured by all of MindGeek’s assets, which were generating substantial and documented cash flows, and with the subsequent ability of the company to service the debt while simultaneously distributing cash to its ownership. A company simultaneously servicing 24 percent on $362 million and paying dividends to owners is not a default risk; it is a very profitable business with extremely expensive capital.
(Tier 2, per the Brown Rudnick complaint) The rate reflects the “unwillingness of legitimate mainstream capital to invest in the company because of the innumerable red flags of illegality” — meaning the 24 percent was the market price for capital willing to be associated with the known legal risks of the business.
(Tier 3: speculative) The rate was designed not as a conventional risk premium but as a mechanism to ensure that essentially all of the company’s free cash flow after operations flowed to the lender rather than to Thylmann and his management team — effectively a structure designed to starve Thylmann of cash and make the company impossible to buy out while the true eventual owners waited for a favourable moment to step in through a debt restructuring. The Brown Rudnick complaint uses almost exactly this framing, noting that “the existing loan’s onerous terms, as well as the Bro-Club’s syphoning off of all cash not used to pay the loan, left MindGeek no options for buying out Thylman, paying off the loan, and executing a transition that would be publicly credible” — and that it was precisely at this point that Bergmair emerged as the mechanism for the transition (Institutional Investor, 2021).
Thylmann’s Account: The One Public Explanation
Fabian Thylmann gave a relatively detailed account of the financing genesis in a 2020 interview with German business publication OMR, one of his rare public discussions of the matter (OMR, 2020). His account is worth examining carefully.
Thylmann says he initially sought approximately $100 million in financing, was advised by an international law practice to seek debt rather than equity to avoid corporate tax complications across multiple jurisdictions, and that the lawyers “began searching for suitable banks and other investors.” He says the search took “three years” — which, if the loan closed in April 2011, implies the search began around 2008, during the global financial crisis. He says they “finally found a hedge fund, who was very interested in the loan because the returns would be exceptional.”
This account establishes several things. First, Colbeck was not a passive assignee — the lawyers conducting the search specifically identified Colbeck (or its predecessor structure) as the entity willing to finance the transaction. Second, the lawyers who facilitated the search remain unidentified in any public reporting. Third, Thylmann explicitly denies the “mafia” framing of his investors’ identities, attributing the secrecy to standard NDA practice.
What Thylmann does not explain, and what remains an established evidentiary gap, is why the search took three years. If the business was generating the cash flows it claims — Manwin was already profitable by 2008 — a three-year search for $100 million in debt financing is anomalously long. Mainstream private credit managers would have processed such a request in months. The multi-year timeline suggests either repeated rejection (consistent with the Brown Rudnick “red flags of illegality” interpretation) or a protracted negotiation over terms that went well beyond the loan amount (consistent with the Tier 3 speculation above).
The Goldman Sachs Alumni Pattern
The Brown Rudnick complaint includes a passage that has been widely quoted but not deeply analysed: “Like the principals of Colbeck Capital before him, Bergmair was a former Goldman Sachs investment banker who had left to provide niche financing for legally dubious ventures Goldman Sachs and similar Wall Street firms would not fund” (Institutional Investor, 2021).
This is a structural characterization, not merely a biographical coincidence. It describes a recurring pattern across two successive financial phases of the same company: Goldman Sachs-trained bankers with specific expertise in distressed or special-situations capital, operating outside Goldman’s institutional constraints, providing financing that Goldman itself would not provide.
The biographical timeline is as follows:
Colodne and Beckman (Colbeck): Both from Goldman Sachs FICC. Colodne specifically from Proprietary Distressed Investing and Hybrid Lending. Colbeck founded 2009. Manwin loan closed April 2011.
Bernd Bergmair: Goldman Sachs New York in the 1990s, rose to partner level, subsequently worked in Frankfurt, Hong Kong, and London (Wikipedia contributors, 2025). Left Goldman and shifted to private investments. Acquired RedTube in 2006, sold it to Manwin in 2013 as part of the management buyout that gave him his majority stake. Became majority owner of MindGeek through “a convoluted ownership structure that restructured the Colbeck debt” (Institutional Investor, 2021).
The structural sequence is: Colbeck provides $362 million at 24 percent, secured against all assets, with “substantial control over management.” The loan terms ensure that essentially all free cash flow services the debt, leaving Thylmann unable to execute a credible ownership transition. Bergmair, also a former Goldman banker, then acquires majority ownership through a restructuring of that same Colbeck debt.
(Tier 2, per Brown Rudnick complaint) The complaint describes this as a deliberate structure. (Tier 3: speculative) Whether Colbeck and Bergmair had a pre-existing relationship — whether the Colbeck loan was arranged with Bergmair’s ultimate acquisition already contemplated — is not established in any public record. It is an active investigative gap.
The Temporal Overlap Question
One further biographical detail merits attention. Bergmair worked at Goldman Sachs in the 1990s. Colodne joined Goldman Sachs after Bear Stearns and UBS and worked there before founding Colbeck in 2009 (Crunchbase, n.d.). Beckman also had a Goldman Sachs tenure. The overlap between Bergmair’s Goldman years (1990s) and the Colodne/Beckman Goldman tenure could, depending on precise timing, place all three at the same institution simultaneously.
(Tier 3: speculative) No source establishes that Bergmair and the Colbeck founders knew each other from Goldman. No source rules it out. Given the size of Goldman Sachs and the vagueness of the timing, this overlap is a speculative hypothesis rather than an established connection. It warrants investigation but should not be reported as fact.
The 125 Investors: What Is Known and Unknown
The 125-investor syndication figure comes from the Financial Times and has been widely republished (Financial Times Staff, 2020). Three named investors are in the public record: Cornell’s endowment manager, JPMorgan Chase, and Fortress Investment Group. The remaining 122 investors are unknown.
Several structural points follow from this:
Colbeck’s role as arranger versus lender. It is not fully clear from public reporting whether Colbeck was the primary lender that subsequently syndicated portions of the loan (in which case Colbeck held the senior creditor position throughout), or whether Colbeck arranged the syndication on behalf of the investors (in which case the investors collectively held the senior position). The Brown Rudnick complaint describes Colbeck as the entity that “underwrote” the debt financing (Institutional Investor, 2021), which suggests the former: Colbeck wrote the loan and distributed portions. If so, Colbeck would have retained the administrative agent role and thus maintained “substantial control over management and the company’s operations” regardless of what was distributed.
The Eastern European investors and the syndication. The Brown Rudnick complaint states that Thylmann was “funded by unknown investors from Eastern Europe” and separately that the syndicate “raised more than $350 million to buy the company” through Colbeck (Institutional Investor, 2021). These are two separate funding streams: Thylmann’s initial equity capital to acquire Mansef/Interhub, and the subsequent 2011 debt syndication. The “Eastern European investors” framing appears to refer to Thylmann’s equity investors, not to the 125 participants in the Colbeck loan. Whether any of the 125 unnamed syndication participants overlap with the “Eastern European investors” who backed Thylmann is not established and is an open evidentiary question.
Masking the Manwin association. The Slate/National Post reporting establishes that Colbeck structured the syndication specifically to mask the ultimate borrower’s identity from syndication participants (Guo, 2014). Cornell’s reaction when it learned of the investment confirms that at least some of the 125 investors did not know they were invested in a pornography company. Whether this structure also prevented any anti-money-laundering or know-your-customer diligence on the ultimate borrower is not established, but the design of the structure is documented.
The Debt Restructuring and Bergmair’s Entry
The mechanics of how Bergmair acquired majority control through a “convoluted ownership structure that restructured the Colbeck debt” have never been publicly explained in detail. What is established:
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By 2013, MindGeek’s debt burden from the Colbeck loan made it unable to execute a clean ownership transition. The company was profitable but cash-constrained by the debt service (Institutional Investor, 2021).
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In October 2013, Thylmann sold his stake as part of a management buyout involving Feras Antoon, David Tassillo, and Bernd Bergmair. The price reported varies across sources — approximately $73–100 million USD — a fraction of what MindGeek was generating in annual revenues (OMR, 2020).
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Bergmair owned RedTube independently and sold it to Manwin as part of this same transaction — effectively contributing an asset to the company in exchange for equity, a structure that allowed him to enter the ownership group without a large cash outlay (Wikipedia contributors, 2025).
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This buyout somehow resolved or refinanced the Colbeck debt, though no public source has explained the terms of that refinancing. After the buyout, Bergmair emerged as the majority owner, with approximately 60 percent of the equity (Victor, 2021).
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The Logic’s 2021 reporting established that as of that year, MindGeek still owed one of Bergmair’s own subsidiaries 1.5 million to $1.8 million (Victor, 2021). This means that Bergmair’s entry was partly structured as a loan from himself to the company — the Colbeck debt was, at least in part, converted into intra-company debt owed to Bergmair entities.
(Tier 3: speculative) If Bergmair acquired the Colbeck loan (or a portion of it) in the secondary market before the 2013 buyout — a standard mechanism in distressed debt investing — his conversion of that acquired debt into equity through the management buyout would be a textbook loan-to-own strategy. This would explain both the “convoluted ownership structure” framing and the ongoing $200 million intra-company debt. It would also explain why the Brown Rudnick complaint draws the specific structural analogy between Colbeck and Bergmair: they may not merely have been successive operators in the same space, but parties to the same controlled transition, with Colbeck’s loan as the mechanism.
This hypothesis is speculative and is not established in any public document. It would require either an insider account of the 2013 transaction mechanics or a review of the secondary market trading history of the Colbeck loan.
Colbeck After MindGeek: Pattern Analysis
Colbeck continued operating as a private credit manager after the MindGeek transaction and has since been involved in other high-profile legally complex deals. These include:
For-profit education (2019): Colbeck was involved in the acquisition of schools from the collapsed Dream Center Education Holdings (DCEH) through the Education Principle Foundation (EPF), which was called the Colbeck Foundation until its New Year’s Eve name change in Delaware filings. The deal occurred under DeVos-era Department of Education oversight and was criticized as allowing Colbeck to gain management control over federal student grant and loan flows (Republic Report, 2019).
This pattern — providing capital to legally or reputationally complex industries through structures that obscure the nature of the investment from downstream participants — is consistent across both the MindGeek and for-profit education engagements. Whether this reflects a deliberate business strategy of seeking distressed, legally complex borrowers where mainstream capital is unavailable (and therefore pricing power is highest), or something more structured, is an analytical judgment rather than an established fact.
What Remains Unresolved
Established Evidentiary Gaps
The identity of the 122 unnamed participants in the 2011 syndication. Only three of the 125 investors are named in public reporting. The remaining 122 are unknown. Whether any of them overlap with Thylmann’s “Eastern European investors” is not established.
The terms of the Colbeck debt restructuring in 2013. The mechanics by which Bergmair converted a loan-based entry into majority equity ownership are not documented in any public source reviewed for this report.
Whether Colbeck retained any interest in MindGeek after 2013. The administrative agent role in a syndicated loan does not disappear when the equity ownership transitions. Whether Colbeck remained as lender, agent, or in any advisory capacity after the Bergmair buyout is not documented.
The identity of the “international law practice” that conducted the three-year search for Manwin’s lender. Thylmann’s account identifies lawyers as the intermediaries who found Colbeck. These lawyers are not named in any public reporting.
Speculative but Investigable
Whether Colbeck and Bergmair had a pre-existing relationship. Given both parties’ Goldman Sachs backgrounds, their overlap in the same transaction (one as lender, one as subsequent equity owner through a debt restructuring), and the structural parallel drawn explicitly in the Brown Rudnick complaint, a prior relationship is a plausible hypothesis. It could be investigated through Goldman alumni records, secondary market loan trading histories, or insider accounts.
Whether the Colbeck loan was designed as a loan-to-own instrument. If Bergmair or entities associated with him acquired portions of the Colbeck debt in the secondary market between 2011 and 2013, this would convert the transaction from an arm’s-length financing into a controlled ownership transfer through debt. This is investigable through secondary market records, which are not public but may be available through litigation discovery.
Whether Goldman Sachs’s public distancing from Colbeck was routine or substantive. The Slate reporting notes that “Goldman Sachs distanced themselves from the two” after the Manwin loan was disclosed in 2013 (Guo, 2014). The nature of that distancing has never been reported. Goldman’s compliance and reputational risk processes would typically generate documentation of such a decision that could be sought through FOIA requests if a government inquiry were ever opened.