Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 267

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          considerably.  Credit Lyonnais had reason to get out of its                 
          investment in MGM as expeditiously as possible.                             
               At some point, Credit Lyonnais decided to sell all the                 
          assets of MGM.  Credit Lyonnais assigned to CDR’s new management            
          team (which included Mr. Jouannet) the task of putting together             
          the investment banking support and other support necessary to               
          sell New MGM.  This team selected Lazard Freres & Co., LLC,                 
          (Lazard & Freres) as its investment banking firm and exclusive              
          financial adviser for the sale of New MGM.  In early 1996, Credit           
          Lyonnais, through CDR, formally put New MGM up for sale to pay              
          off its outstanding debts.  Credit Lyonnais and MGM management              
          hoped and expected to sell MGM for approximately $2 billion.                
          IV.  Safari Acquisition Co.                                                 
               A.  Safari Consortium                                                  
               In early 1996, Mark Seiler contacted Mr. Lerner about                  
          organizing a bid for New MGM.  Mr. Seiler was the U.S. president            
          of Capella Films, Inc., a motion picture company and a wholly               
          owned U.S. subsidiary of Deyhle Media Group, one of the largest             
          film distributors in Germany.22  Mr. Lerner introduced Mr. Seiler           
          to Mr. Ackerman.  At some point, a consortium called the Safari             

               22 At the time, the five or six “major” motion picture                 
          companies were producing virtually all the motion pictures                  
          exhibited in the world, and this consolidation was jeopardizing             
          the ability of Deyhle Media Group, and other distributors, to               
          acquire motion picture content for distribution.  Deyhle Media              
          Group was interested in acquiring New MGM to assure a continuous            
          flow of motion picture product.                                             





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