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Will LLC be obligated to distribute cash to MB Parent
in order to permit MB Parent to pay its tax and any
other liabilities?
Shefter and Behnia responded to these questions in the following
manner:
The LLC agreement will not contain any restrictions on
the use of the cash.
The LLC will be obligated to make cash distributions to
MB Parent in order to permit MB Parent to pay tax
liabilities, dividends on the MB Parent preferred stock
and other general expenses of MB Parent.
L. Wolters Kluwer and Reed Submit Offers to Times Mirror
By letter dated April 22, 1998, Wolters Kluwer submitted to
Times Mirror an offer to acquire Bender and Times Mirror’s
50-percent interest in Shepard’s for a total of $1.4 billion. In
its offer letter, Wolters Kluwer made the following statement
regarding the offer price and form of consideration for this
acquisition:
Wolters Kluwer is prepared to acquire 100% of Matthew
Bender and TMC’s [Times Mirror’s] 50% interest in
Shepard’s for aggregate consideration of
US$ 1.400 billion, which we would propose to allocate
US$ 1.150 billion for Matthew Bender and
US$ 250 million for Shepard’s * * *.
Wolters Kluwer also stated that it was prepared to acquire Bender
substantially in the form of the CJV structure. Wolters Kluwer’s
offer was conditioned on Times Mirror’s negotiating exclusively
with Wolters Kluwer.
After Times Mirror received Wolters Kluwer’s offer but
before Times Mirror entered into an exclusive negotiation period
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