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following statement regarding the offer price and form of
consideration for this acquisition:
Based on the information contained in the information
memorandum on Matthew Bender and Mosby dated March 1998
and the supplemental information delivered to us on
April 2, 1998, and in particular the actual and
forecast financial results for the Properties contained
in those documents, our preliminary evaluation of the
Properties permits us to indicate that we would be
prepared to pay at least $1.2 Billion, which amount is
assumed to be payable in cash on completion.
The individuals involved in coordinating the Bender
transaction for Times Mirror were referred to as the Project
Philadelphia Group. As of April 7, 1998, the Project
Philadelphia Group included officers, directors, and employees
from the following entities: Times Mirror, Mosby, Bender, GS,
GD&C, E&Y, and PW.
I. The Corporate Joint Venture Structure Is Tabbed as the
Structure of Choice for the Bender Transaction
On April 10, 1998, Daniel Shefter (Shefter), an associate at
GS, faxed a revised copy of a document entitled “Presentation
Regarding Corporate Joint Venture Structure” (Shefter CJV
presentation) to members of the Project Philadelphia Group. The
“Corporate Joint Venture Structure” (CJV structure) depicted in
this document was the transaction structure ultimately chosen to
accomplish the Bender transaction.
After Times Mirror had become comfortable with the CJV
structure, it incorporated that structure into the draft
agreements reflecting the details of the Bender transaction.
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