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bid proposal).28 GATX reconfigured its April 21, 1987, bid
proposal from $63 million, plus 70 percent of the discounted
value of the residual payments in excess of $27 million, to $66
million, plus 40 percent of the discounted value of residual
payments in excess of $29.5 million. The April 27, 1987, bid
proposal stated that, except for the replacement of the original
paragraphs in the April 21, 1987, bid proposal concerning the
purchase price, “all other terms and conditions remain
unchanged.” As of April 27, 1987, GATX/BCE had not evaluated the
lease portfolio of ML Capital Resources, and the proposed
purchase price was based on the representations made in the
offering memorandum.
E. Nonbinding Letter of Intent
On May 22, 1987, Merrill Parent entered into a nonbinding
letter of intent with GATX/BCE for the sale of the stock of ML
Capital Resources (nonbinding letter of intent). The nonbinding
letter of intent confirmed that Merrill Parent had provided
GATX/BCE with a draft sale agreement containing a description of
the assets in which ML Capital Resources had an equity interest
as of the proposed closing date. The nonbinding letter of intent
set forth pricing terms identical to those set forth in GATX’s
April 27, 1987, bid proposal; i.e, $66 million plus 40 percent of
28The record is unclear as to whether a second round of bids
was conducted or whether petitioner merely asked GATX/BCE to
modify its original bid.
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