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The Vessel Leasing cross-chain sale closed on June 10, 1987.
On that date, GATX/BCE had already submitted its initial and
modified bids (April 21, 1987, and April 27, 1987, respectively)
and had been “awarded the transaction”, Merrill Parent’s board of
directors had met and authorized the consummation of the sale of
ML Capital Resources’ stock to GATX/BCE (April 24, 1987),
GATX/BCE had entered into a nonbinding letter of intent (May 22,
1987), GATX’s Finance Committee had approved the proposal to
acquire ML Capital Resources’ stock (June 1, 1987), and GATX/BCE
had completed its due diligence review. During final
negotiations, GATX had requested that ML Capital Resources
dispose of its Vessel Leasing stock prior to closing because
GATX/BCE could not own Vessel Leasing due to Federal law
restrictions. Immediately thereafter the respective boards of ML
Capital Resources and ML Asset Management approved the sale of
Vessel Leasing’s stock to ML Asset Management, and the final 1987
cross-chain sale closed.
It is apparent that the cross-chain sale of Vessel Leasing’s
stock to ML Asset Management was arranged in anticipation of the
imminent sale of ML Capital Resources to GATX/BCE and was part of
a seamless net of transactions culminating in the complete
termination of ML Capital Resources’ ownership interest in the
issuing corporations, whose stock was sold cross-chain in
transactions that qualified as section 304 redemptions. We find,
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