Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 268

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          Acquisition Co. (Safari) was formed.  In an effort to secure                
          financing for a Safari bid, Messrs. Lerner and Ackerman met with            
          a Japanese company and a number of major film distributors,                 
          including Twentieth Century Fox.                                            
               B.  Safari Indicates Its Interest in New MGM                           
               On April 17, 1996, Messrs. Ackerman and Seiler wrote a                 
          letter to Mr. Peter R. Ezersky, managing director of Lazard                 
          Freres, submitting Safari’s preliminary indication of interest in           
          acquiring New MGM.  The letter stated an approximate range in               
          which Safari might be prepared to bid ($1.95 billion to $2.5                
          billion) and mentioned a number of conditions to be satisfied               
          before any bid would be final and effective.  When this bid was             
          submitted, Safari had not completed its due diligence of New MGM.           
          In formulating its final bid, Safari hired Donaldson, Lufkin &              
          Jenrette Corp., as its financial adviser, and Houlihan, Lokey,              
          Howard, & Zukin Capital (Houlihan Lokey), as its valuation                  
          adviser.                                                                    
               On April 24, 1996, Lazard Freres faxed a memorandum to                 
          Capella Films confirming a visit to MGM on May 1 to 3, 1996, and            
          providing a draft list of information that was to be available              
          during that time in the New MGM data room.  The New MGM data room           
          was established in MGM’s offices in Santa Monica, and each of the           
          “qualified” bidders was permitted to bring in a team of advisers            
          to investigate MGM’s company information.                                   






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