Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 164

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          period, Credit Lyonnais maintained a constant presence at MGM-              
          Pathe’s corporate offices.                                                  
               MGM-Pathe’s deepening financial problems, however, strained            
          its relationship with Credit Lyonnais.  For example, during the             
          quarter ended March 31, 1992, MGM-Pathe’s operating expenses and            
          financing costs exceeded its operating receipts, and its                    
          management expected that operating expenses and financing costs             
          would continue to exceed operating receipts for the foreseeable             
          future.  MGM-Pathe’s market share was less than two percent; many           
          of its valuable assets had either been sold or factored to                  
          finance Pathe’s acquisition of MGM-Pathe.  As a result, MGM-Pathe           
          remained entirely dependent on CLBN for additional capital to               
          fund its ongoing operations.  MGM-Pathe’s deepening financial               
          problems persisted well into 1993.                                          
               As of March 31, 1992, CLBN had lent MGM-Pathe $124,288,000             
          pursuant to the so-called $250 million facility agreement and               
          $398,223,000 pursuant to the so-called $145 million facility                
          agreement.  MGM-Pathe was in default on these obligations.  On              
          April 16, 1992, CLBN notified Pathe and MGM-Pathe that it was               
          exercising its right under the 1991 pledge agreement to foreclose           
          on 59.1 million shares of the common stock of MGM-Pathe                     
          (representing 98.5 percent of the outstanding common stock of               
          that company).  The letter stated that the foreclosure auction              
          was scheduled for May 7, 1992, and that CLBN intended to bid-in,            






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