Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 252

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               On November 10, 1995, Carolco filed a voluntary petition               
          under chapter 11 of the U.S. Bankruptcy Code.  On November 22,              
          1995, Carolco filed a motion asking the bankruptcy court to issue           
          an order allowing Carolco to sell its assets to Twentieth Century           
          Fox for $47.5 million.  On January 16, 1996, the bankruptcy court           
          held a hearing on Carolco’s motion, wherein Carolco announced               
          that Canal+ had offered $58 million for the Carolco film library            
          and related assets.  In an order dated March 21, 1996, the                  
          bankruptcy court approved the sale of Carolco’s film library and            
          related assets to Canal+ for $58 million.                                   
               Between September 13, 1996, and March 28, 1997, the debtors’           
          and creditors’ committee filed various successive plans of                  
          reorganization.  Under each of these plans of reorganization, the           
          holders of Carolco subordinated notes were in class 10 and the              
          holders of Carolco preferred stock were in class 12.  In each               
          case, the securities holders were to receive nothing in Carolco’s           
          liquidation.                                                                
               In an order dated April 3, 1997, the bankruptcy court                  
          confirmed the fourth and final amended plan of reorganization.              
          The bankruptcy court confirmed that SMHC (MGM Group Holdings’               
          successor), which then held the Carolco securities, was to                  
          receive nothing for the Carolco securities under this plan of               
          reorganization because it was classified as a holder of class 10            
          and 12 claims.                                                              






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