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Times Mirror shall sell to REUS and REUS shall purchase
from Times Mirror, all the outstanding shares of * * *
[Bender] for a cash purchase price of $1,375,000,000
* * *
* * * * * * *
SECTION 7.7. Enforceability of LLC Agreement.
The Reed Parties will not commence, maintain, or join
any action (at law or otherwise) that asserts that the
LLC Agreement is unenforceable.
On April 28, 1998, the board of directors of MergerSub
adopted resolutions that approved MergerSub’s engaging in the
Bender transaction.
Q. GS Prepares “Fairness Package” for Bender Transaction
On or about April 27, 1998, GS prepared a document entitled
“Fairness Package” with respect to the Bender transaction and
Times Mirror’s sale of its 50-percent interest in Shepard’s. The
Fairness Package included a page entitled “Summary of Proposed
Transaction” that described the structure and consideration for
the Bender transaction and Times Mirror’s sale of its 50-percent
interest in Shepard’s in the following manner:
# Purchase of 100% of the stock of * * * [Bender]
and Times Mirror’s 50% partnership interest in
* * * [Shepard’s] for $1.65 billion in cash
- Purchase of * * * [Bender] for
$1.4 billion using the PW tax-advantaged
structure (“PW Structure”)
- Purchase of * * * [Shepard’s] for
$250 million with a section 338(h)(10)
election
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