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rights. Petitioner claims that he and Mr. Ackerman had every
hope and expectation that the banks would remain their partners
for an extended period. We find, however, that they did have a
prearranged understanding.
First, as Mr. Geary testified, the banks were relying on the
side letter agreement with Rockport Capital and fully intended to
exercise their put rights to accomplish their overall goal of
disposing of their interests in SMHC. Mr. Lerner was intimately
engaged in the negotiation and drafting process at all levels,
including in his one-on-one negotiations with Mr. Jouannet. It
defies reason that Mr. Lerner would have been unaware of the
banks’ plans. Every aspect of the Credit Lyonnais group’s
history and of the negotiation and drafting process pointed
towards the banks’ exercising their put rights. In fact, the
totality of facts in the record persuades us that the banks’
exercise of their put rights was integral to the Ackerman group’s
plans, was fully contemplated by them, and was part of the deal.
Also, in one of the drafts of the SMP LLC agreement that
emerged in the course of the negotiations, Mr. Geary commented
that CDR would require Mr. Lerner to provide consents at closing
permitting the transfer of Generale Bank’s and CLIS’s preferred
interests to a CDR affiliate and the subsequent transfer of those
interests to Rockport Capital, pursuant to the side letter
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