The parties are structuring a complex asset contribution from multiple entities into a new 'DropCo' in a potential tax-free reorganization under Section 721. The equity treatment for one party is still to be negotiated based on risk-reward preferences.
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MT Studio Services forms a drop cone. And contributes the assets and liabilities of Silver Coat Enterprises, LLC, DBA Avon Rent-A-Car Truck Van, VS Rentals, OpCo, LLC, DBA Versatile Studios, Hollywood Depot Rentals, LLC, DBA Hollywood Depot Rentals, DBA Walk and Talk Holdings, Inc., DBA Cineworks, NCNT Holdings, LLC, Two Family, Inc., and Hollywood Site Services, LLC, in exchange for membership interest in DropCo. Hudson Pacific Services, Inc. and Sunset Coyote Holdings, LLC contribute the fleet and corresponding but to be established liabilities of Sunset Studios Services— Sunset Studios Production Services Holdings, Star Wagons, LLC, Sunset Studios Production Services, Transpo Man LLC, Studio Services LLC, New LED Productions LLC, New LED Assets ATL LLC, New RSD Studio Rentals LLC, and the Fleet and Production Supply assets and corresponding relevant liabilities of Coyote Studios LLC. In a structure to be verified by tax advisory, all fleet assets will be assembled in a single asset co, while all other remaining assets and liabilities will be assigned to A new to be established opcode. Okay. The membership interest of New Drop Co. will be held on the Packet Co. side by entity MT Studio Services and on the Hudson Pacific property side by whichever taxable REIT subsidiary is designated. The treatment of HPP membership interests, e.g., preferred or common— sorry, the treatment of HPP membership interest in DropCo— sorry, the treatment of HPP membership interest, if any, in DropCo, e.g., preferred or common. Is to be determined based off of the culmination of the parties' negotiation. And really what I'm just saying there is that, like, if they want no risk but equity and they want a preferred share class that has no risk, small. If it's common, they want the upside. Come on, right?
Yes, it's a risk-reward. Just preferred equity to be a lower reward, lower risk, and common equity to be higher reward, higher risk.
Okay. We have high-level confidence after reviewing publicly available information and the information shared that a tax-free reorg is possible here under Section 721. Um, First, take what we just— take what I just said and see if we can't get it to spit out a straw man by feeding it what they sent us and what we have available. Yeah. One quick final note is the assets and operations of Transportation Resources are at this time being held back. I guess, how do we want to position that? Do we want to posture that we're going to hold it back until we can verify. I guess, why would we do that if we—
why would we hold it back?
Yeah. Um, my point there, it's like, and I don't mean literally, we don't have anything to hold back today. My point is like, we— it's on the org chart, it's our East Coast operations hub. We don't actually have— like, they have an East Coast operations hub that we can use. It's just like they were missing from the mechanics flow that I just detailed. But whatever, we can figure it out. Let's see what it can do.
Okay. Transportation resources is a separate entity that can or cannot be executed upon.
Participating. Yeah.