Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 241

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          execute its business plan going forward.  During the second half            
          of 1994 and early 1995, Carolco sold substantially all its rights           
          in such motion picture projects as “Crusades”, “Showgirls”, and             
          “Lolita” to raise operating capital and reduce payment                      
          obligations.  Carolco obtained certain accommodations from its              
          investors.                                                                  
               After discussions with its present investors and potential             
          new investors during 1994-95, it became apparent to Carolco that            
          the necessary additional capitalization required to continue                
          Carolco’s business plan was not going to be forthcoming.                    
          Consequently, Carolco decided to sell its main film library and             
          certain other assets in hopes of generating cash with which it              
          could reduce its debt and pursue motion picture projects.                   
               In October 1995, Twentieth Century Fox Film Corp. (Twentieth           
          Century Fox) offered approximately $50 million for the Carolco              
          film library, the projects, and the studio.  Although accepting             
          this offer would have doomed Carolco’s prospects as a going                 
          concern, Carolco decided to pursue the offer and began                      
          negotiating a sale agreement.  On November 10, 1995, Carolco and            
          Twentieth Century Fox executed an agreement providing for the               
          sale of substantially all of Carolco’s assets for approximately             
          $47.5 million and requiring Carolco to file a voluntary chapter             
          11 bankruptcy petition.                                                     







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