BOARD OF DIRECTOR’S RESOLUTION AUTHORIZING ENGAGEMENT OF LEGAL COUNSEL AND RETAIL CONSULTANT TO EVALUATE BUSINESS OPPORTUNITY FOR THE PURCHASE AND REORGANIZATION OF BLOCKBUSTER, INC.
ITEM III Board of Director’s Resolution Regarding Bid Opportunity for Purchase of Blockbuster, Inc.
An emergency Board of Directors meeting for Target Development Group, Inc. was held at 1:00 pm on Friday, March 4, 2011 to address significant opportunities relating to Blockbuster, Inc., and the prospect of assembling a financing consortium to purchase the company out of bankruptcy. Based on the shedding of corporate debt of Blockbuster under their bankruptcy, the closing of underperforming locations, and the legitimate opportunity to resurrect the company with a renewed emphasis on affordable video rentals, video sell-thru, subscription services, video on demand, games and kiosks, Target believes that Blockbuster can become cash-flow positive within 90-days, and restored to significant profitability for calendar year, 2011. In order to fund such a major acquisition, Target / Hannover House C.E.O. Eric Parkinson has commenced discussions with four major financiers, with the intention of combining resources in order to secure a prevailing bid for Blockbuster, Inc., which Parkinson feels will likely fall within the range of $305-million to $315-million, with an additional $45-mm to $70-mm required for a general operating line. The financing plan as presented by Parkinson would be structured as an “off-balance sheet” transaction for Target Development Group, Inc., and would not involve the issuance of new equity from Target; however, Target would function as the primary, managing partner of the venture, should the financing be secured and should the bid prevail.
In respect of NDA requirements from the Trustee, attorneys and Investment Bankers currently managing the Blockbuster businesses, and in order to comply with short timeline requirements for the assembly of a competing bid for the company’s assets and businesses, the Board has moved as follows:
a). RESOLVED – That Target / Hannover House C.E.O. Eric Parkinson shall be authorized to continue negotiations with the four, funding sources currently expressing interest in participating in a bid for Blockbuster;
b). RESOLVED – That Parkinson shall be authorized to engage former Blockbuster senior executive Tom Szwak as a consultant for the evaluation of Blockbuster documents and reorganization ideas and opportunities;
c). RESOLVED – That D. Frederick Shefte, President of Target and Hannover House shall be authorized to engage legal counsel experienced in structuring such corporate acquisitions of the nature, size and industry represented by a potential purchase of Blockbuster, Inc.
All motions were passed unanimously.
There being no further business requiring action by the Company’s Board of Directors, the meeting was adjourned at 1:15 pm CST.
SET FORTH THIS 4th DAY OF MARCH, 2011
(s)_________________________________________
D. Frederick Shefte, Secretary
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ITEM IV Certifications
I, ERIC F. PARKINSON, hereby certify that;
(1) I have reviewed the Disclosure Statement covering the Minutes of the Emergency Board of Directors Meeting, March 4, 2011, for Target Development Group, Inc. and its operating subsidiary, Hannover House;
(2) Based on my knowledge, this Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Disclosure Statement;
(3) Based on my knowledge, the financial information included or incorporated by reference in this Disclosure Statement, fairly present in all material respects the financial condition, results of operations, and cash flows of the Issuer as of, and for, the periods presented in this Disclosure Statement.
Dated: 4 March 2011
__/s/ _______________________________
By: Eric F. Parkinson
Title: Chairman and Chief Executive Officer
____________________________________________________________________________
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