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(2) withdraw from Andantech at no expense, (3) incur no potential
liability for Andantech debts, and (4) incur no potential liability
in connection with managing Andantech. Further, Mr. Parmentier
asked Comdisco to provide assurances that he would be able to
exchange his partnership interest for preferred stock on the basis
described in the flowcharts and realize the full value of the
preferred stock “without any significant risk of impairment”.
Comdisco attempted to satisfy Mr. Parmentier, Mr. de la Barre
d’Erquelinnes, and their counsel as to the minimal risks associated
with the transaction.
Messrs. Parmentier and de la Barre d’Erquelinnes contributed
comparably minimal (and borrowed at that) funds ($200,000 in a
purported $122 million transaction) to Andantech-Foreign, which
they withdrew within 3 months. We are satisfied that Andantech-
Foreign and Messrs. Parmentier and de la Barre d’Erquelinnes were
but mere conduits used by Comdisco and NEFI. Neither took part in
any decisions regarding the sale and leaseback of the equipment;
rather, all of the negotiations took place between NEFI and
Comdisco. NEFI set the criteria for the end users, set the $122
million amount of the transaction, reviewed the projected cashflow
(which depended on the $15 million investment from Norwest), and
reviewed the documents and instruments for the various transactions
(including the sale of the rent receivables).
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