Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 208

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          Holdings).  MGM Group Holdings contributed substantially all its            
          assets (including its film and television assets) and some                  
          liabilities to a new subsidiary, which was later named Metro-               
          Goldwyn-Mayer, Inc. (New MGM).19                                            
               In the 1993 restructuring, MGM’s debt to CLBN was divided              
          between MGM Group Holdings and New MGM.  MGM Group Holdings                 
          retained approximately $960 million of the debt, which was                  
          restated and consolidated in an amended, restated, and                      
          consolidated credit agreement with CLBN.  MGM Group Holdings                
          executed a $965,904,188.96 note dated December 30, 1993, which              
          was due and payable on July 15, 1997.  This $966 million debt was           
          unsecured by New MGM’s assets; $800 million of the principal                
          amount was non-interest bearing.                                            
               As of December 31, 1993, New MGM owed CLBN approximately               
          $618 million in principal and interest.  New MGM and CLBN entered           
          into an amended, restated, and consolidated credit agreement (the           
          New MGM credit agreement) in which the loans that New MGM assumed           
          in the 1993 restructuring were consolidated and converted into a            
          term loan with a due date of July 15, 1997 (the CLBN term loan).            
               In accordance with the 1993 restructuring, New MGM and                 
          Credit Lyonnais entered into a working capital agreement dated              

               19 As part of the 1993 restructuring, MGM Group Holdings               
          Corp. retained its accrued tax attributes, including its accrued            
          net operating losses (NOLs).  The 1993 restructuring included the           
          appointment of a new management team under Frank Mancuso as chief           
          executive officer.                                                          





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