Lynn & Thread,
Fascinating tidbits for SEG's latest SEC filing. From Yahoo, my thanks to Gay_Avek for digging this stuff out. The post previous and following this one includes more. I find the relationship between MS and SEG so ethically challenged that the proper adjectives don't come to mind. I know the good folks at SSB are deep green with envy, even as they do their level best to push the Deal forward. Thieves always admire bold heists, even if it's done by their competitors.
I really hope Carl Icahn has his stake and is ready to upset the apple cart. If this were a Hollywood movie, somehow these guys would end up in a mud puddle with their $3,000 suits ruined.
Sam
SEG Filed Another SC13E/A #2
by: GAY_AVEK (55/M/Miami, FL)
9/3/00 3:10 pm
Msg: 19014 of 19021
....
In connection with the preparation and delivery of its opinions, and in discussions with the Seagate board, Morgan Stanley performed some alternative financial analyses of Seagate's operating assets. Some of these analyses resulted in valuation ranges in excess of the price being paid in the leveraged buyout by Suez Acquisition Company. The Seagate board was aware of these alternative analyses but believes the leveraged buyout is fair to Seagate's unaffiliated stockholders because it allows the overall merger transaction to occur and for the other reasons discussed in more detail in "Special Factors Regarding the Leveraged Buyout and the Merger -- Consideration of the Leveraged Buyout and the Merger by Seagate" beginning on page 71 of this document.
....
Morgan Stanley and some of its officers, employees and affiliates have committed to invest up to $50.1 million in Silver Lake Partners' $2.3 billion fund. Morgan Stanley's commitment is $1 million, and the remainder consists of commitments from approximately 130 officers, employees and affiliates of Morgan Stanley.
....
Pursuant to other pre-existing
agreements, an affiliate of Morgan Stanley has the right to receive
approximately .86% of Silver Lake Partners' contractual right to participate
in 20% of any profits earned upon disposition of the assets acquired in the
leveraged buyout, and certain officers of Morgan Stanley have committed to
acquire up to $550,000 of limited partnership interests in funds affiliated
with TPG Partners III, L.P. In addition, Morgan Stanley and some of its
officers, directors and affiliates also committed to invest in certain
investment funds that have joined or may join the investor group organized
by Silver Lake Partners to effect the leveraged buyout.
....
Pursuant to its engagement letter with Seagate, upon completion of the merger, Morgan
Stanley will be entitled to receive a cash fee, based upon a percentage of
the aggregate value of the merger. The minimum fee payable to Morgan Stanley
is $10 million and the maximum fee is $50 million. Seagate currently believes the fee payable to Morgan Stanley will be at the high end of this range.
....
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