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SMP LLC agreement, the deposit account agreement, the interest
option agreement, and the advisory fee agreement.
As described more fully below, our careful review of the
numerous drafts to which petitioner alludes does nothing to
bolster petitioner’s claims but leads us to two conclusions:
(1) That the Ackerman group was focused exclusively on obtaining
the high-basis, low-value receivables and SMHC stock from the
banks and getting assurances from Generale Bank and CLIS
regarding their tax bases in those assets; and (2) that CDR,
Generale Bank, and CLIS were focused exclusively on establishing
the put rights, guaranteeing full payment on those rights,
securing an advance consent to transfer the put rights and
withdrawal from SMP, and reserving whatever value might be
recovered on the Carolco securities.
Between October 16 and November 21, 1996, the parties
exchanged a draft term sheet and numerous drafts of a letter
agreement embodying the basic terms that Messrs. Lerner and
Jouannet had agreed upon in their discussions. In these various
documents, it was contemplated that Generale Bank would
contribute its $974 million in receivables and CLIS would
contribute its MGM Group Holdings (SMHC) stock (and in later
drafts, the $79 million receivable) to “Newco” (a prefiguration
of SMP) in exchange for preferred interests. Rockport Capital
and its associates would contribute cash and securities to Newco
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