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After the capitalization of MergerSub was completed, REUS
and REBV contributed all of their shares of MergerSub voting
preferred stock and MergerSub participating preferred stock to
MB Parent in exchange for 100 percent of MB Parent voting
preferred stock. As a class, the MB Parent voting preferred
stock held by REUS and REBV was entitled to 80 percent of the
voting power of MB Parent and had the power to elect four of the
five directors of MB Parent.
In addition to REUS and REBV’s contributions to MB Parent,
MergerSub contributed $1.375 billion to MB Parent. In return,
MB Parent issued 1,000 shares, i.e., all, of its common stock to
MergerSub. The 1,000 shares of MB Parent common stock received
by MergerSub were entitled to 20 percent of the voting power of
MB Parent. As a class, the MB Parent common stock held by
MergerSub had the power to elect one of the five directors of
MB Parent. MergerSub transferred the $1.375 billion from the
MergerSub Citibank account to a bank account that MB Parent
maintained at Citibank (MB Parent Citibank account).
After the capitalization transactions described above had
been completed, REUS, REBV, and MB Parent together owned all of
the issued and outstanding common stock of MergerSub, all of the
voting preferred stock of MergerSub, and all of the participating
preferred stock of MergerSub. In addition, REUS, REBV, and
MergerSub together owned all of the issued and outstanding common
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