MACR TIMES MIRROR DEAL STRUCTURE

SUBMITTED BY GROUP-2, SECTION A

Group-2 Section A

INTRODUCTION
Times Mirror, LA based Media and information company to divest its publishing subsidiary , Mathew Bender &Co along with its 50 % interest in Shepards McGraw-Hill Bidders :Reed Elsevier & Wolters Kluwer Tax Minimization approach by PW Total cash consideration from Reed Elsevier of $1.65 billion. Allotment of $ 1.375 billion for Bender and $0.225 billion for Stake in Shepards Steps involved in Bender Transaction Creation of MB parent(Special purpose corporation) Creation of acquisition subsidiary(MergerSub) Creation of Single-member LLC Merger of Bender with MergerSub and LLC REED-Non-participating preferred stock with 80 % voting control TM- 100 % common stock with 20 % voting control and sole management of cash and assets of LLC

Group-2 Section A

PRE MERGER STRUCTURE

Times Mirror REED

Bender

MB Parent

LLC

MergerSub

Group-2 Section A

POST MERGER STRUCTURE

Times Mirror REED
Non participating preferred stock with 80 % control

sole manager of cash

Full common stock with 20 % control

Bender

MB Parent

LLC

Merger

Non voting interest

MergerSub

After the merger Bender shall continue as the surviving corporation

Group-2 Section A