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draft preliminary offering memorandum regarding the sale of the
stock of ML Capital Resources (preliminary offering memorandum)
had been prepared, as well as a list of prospective buyers and a
projection of an estimated sale price for ML Capital Resources of
between $70 and $80 million, on which was calculated a potential
after-tax gain of between $43.5 and $88 million. At some point
between February 17, 1987, and March 1987, the preliminary
offering memorandum was finalized.
If a potential purchaser was interested after reviewing the
preliminary offering memorandum, Merrill Parent required that the
potential purchaser sign a confidentiality letter, at which point
the potential purchaser could request a confidential 3-volume
detailed offering memorandum dated March 1987 regarding the
specific leases in ML Capital Resources’ portfolio (3-volume
offering memorandum). Under the bidding procedure established by
Merrill Parent and set forth in the 3-volume offering memorandum,
interested purchasers were required to submit “preliminary
indications of interest”, including a proposed cash purchase
price, by March 27, 1987. Immediately thereafter, ML Capital
Markets and ML Capital Resources would select a limited number of
potential purchasers that would be given the opportunity to
perform detailed due diligence. At that time, prospective
purchasers would be given proposed forms for a stock purchase
agreement. Prospective purchasers were required to submit bids
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