- 37 - the discounted value of residual payments in excess of $29,500,000. The nonbinding letter of intent specifically stated that the parties were bound by the terms of their March 23, 1987, confidentiality agreement. The nonbinding letter of intent also stated: The consummation of the acquisition contemplated herein is subject to (i) negotiation and execution of definitive agreements acceptable in form and substance to * * * [GATX/BCE] and * * * [petitioner], (ii) no change having occurred in the federal income tax laws or the regulations of the U.S. Treasury promulgated thereunder that would materially adversely alter the economic effect of the transactions contemplated herein, (iii) approval of the transactions contemplated herein by * * * [petitioner’s] Executive Committee and by the appropriate corporate authorities for * * * [GATX/BCE], (iv) consummation of satisfactory secured financing by * * * [GATX/BCE] and (v) other customary and appropriate closing conditions. F. GATX Finance Committee Approval On or about May 29, 1987, the GATX Finance Committee met to consider the proposed acquisition of ML Capital Resources. A written proposal presented at that meeting stated that GATX was “awarded the transaction” based on its initial and modified bid proposals and was “invited to perform a due diligence investigation.” The written proposal also stated that, upon completion of the due diligence process, GATX/BCE reserved the right to adjust the purchase price based on its due diligence findings in the event that any information in the 3-volume offering memorandum was incorrect. The written proposal also recommended that the base purchase price be reduced to $63.3Page: Previous 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Next
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