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(CINB), and agreed to transfer 5 of CDC's 15 remaining drilling
rigs to CINB.
On December 31, 1986, CDC's drilling rigs had an estimated
fair market value of $4,508,816, and its equipment had a fair
market value of $300,000. Total liabilities of $4,508,816 were
characterized as nonrecourse bank debt. The value of the
property and equipment had been written down to estimated cash
liquidation value. CDC had no liabilities, except the
nonrecourse bank debt. CDC's liabilities, with the exception of
the nonrecourse note payable to the banks, had been discharged as
a result of the bankruptcy.
By purchasing CDC's stock, petitioner acquired CDC's assets
and hoped to acquire CDC's "tax attributes" (primarily CDC's
accompanying NOL carryforwards totaling $104,867,066).
At the time of the Samson acquisition, CDC owned: (1) Ten
drilling rigs with accessories, components, parts, supplies, and
tools (including drill pipe and drill collars) related thereto;
(2) three rig yards (located in Elk City, Oklahoma, Owentown,
Texas, and Victoria, Texas); (3) accounts receivable, including
those of Good Hope Refining and Martin Exploration; (4) the ARCO
deposit account with a balance of approximately $4,700,000 and
interests in the ARCO safe harbor lease and related collateral
account; (5) all contract rights of CDC; (6) working interests in
oil and gas producing properties; and (7) miscellaneous
equipment.
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