Santa Monica Pictures, LLC, v. Commissioner, Dkt. No. 6163-03.
Decision Date | 11 May 2005 |
Docket Number | Dkt. No. 6163-03.,Dkt. No. 6164-03. |
Parties | Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner v. Commissioner. Corona Film Finance Fund, LLC, Perry Lerner, Tax Matters Partner v. Commissioner. |
Court | U.S. Tax Court |
89 T.C.M. 1157
T.C. Memo. 2005-104
Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner v. Commissioner.
Corona Film Finance Fund, LLC, Perry Lerner, Tax Matters Partner v. Commissioner.
Dkt. No. 6163-03.
Dkt. No. 6164-03.*
United States Tax Court.
May 11, 2005.
George W. Connelly, Jr., Linda S. Paine, and Phyllis Ann Guillory, for petitioner.
James P. Thurston, H. Clifton Bonney, Jr., and Kenneth C. Peterson, for respondent.
TABLE OF CONTENTS FINDINGS OF FACT 13 I. The Ackerman Group 13 A. Perry Lerner 13 B. Peter Ackerman 14 C. Somerville S Trust 15 D. Rockport Capital, Inc. 16 E. Rockport Advisors, Inc. 16 F. Crown Capital Group 16 II. The Credit Lyonnais Group 17 A. Credit Lyonnais 17 B. Consortium de Realisation 18 C. Generale Bank Nederlands 19 III. Metro-Goldwyn-Mayer, Inc. 19 A. History of MGM Before 1990 19 B. Pathe Acquisition of MGM 20 C. Sealion Corp. 20 D. Cashflow Problems of MGM-Pathe 21 E. Facility Agreements with CLBN 22 F. Credit Lyonnais Takes Control of MGM 23 G. 1993 Financial Restructuring 26 H. Carolco Pictures, Inc. 29 I. Sealion Settlement 33 J. Credit Lyonnais Decides to Sell New MGM 33 IV. Safari Acquisition Co. 34 A. The Safari Consortium 34 B. Safari Indicates Its Interest In New MGM 35 C. Investigation of MGM 36 D. Kerkorian Moves In and Buys MGM 38 E. Debt Release and Assumption Agreement 39 F. Subparticipation Agreement 40 G. Dissolution of MGM Holdings and Formation of SMHC 41 V. The CDR Transaction 41 A. Initial Contact with Mr. Jouannet 41 B. Negotiation and Drafting Process 43 1. Rockport Capital Confirms Its Interest 43 2. Draft Term Sheet and Letter Agreements 44 3. Further Negotiation and Drafting 48 4. Santa Monica Pictures, LLC, is Formed 49 C. Final Agreements and Documents 49 1. Side Letter Agreement 49
2. Exchange and Contribution Agreement 51 3. SMP LLC Agreement 53 a. Amendment No. 1 55 b. Amendment No. 2 55 4. Deposit Account Agreement 57 5. Advisory Fee Agreement 57 6. Consent 58 D. Assignment to Santa Monica Finance, B.V. 58 E. Exercise of the Put 59 VI. Film Rights Contributed to SMHC 59 A. Film Titles and Development Projects 59 B. History of the EBD Film Library 61 1. Epic Productions 61 2. EBD (Rotterdam) Finance, B.V. 62 3. Selection of Film Titles for CDR 62 4. Assignments Before the Contributions to SMHC 63 5. Storage Conditions of the EBD Film Library 64 VII. Due Diligence for the CDR Transaction 65 A. James Rhodes 65 B. Troy & Gould 67 1. Chain-of-Title and Record Search 67 2. Access Letters 69 VIII. Other Film Activities 70 IX. Relationship with TroMetro Films, LLC 71 A. John H. van Merkensteijn 71 B. TroMetro Films, LLC 71 C. TroMetro's Purchases of SMP's Receivables 72 1. First Note Purchase Agreement 72 2. Second Note Purchase Agreement 74 3. Purchase Price Determinations 75 4. Payments on the TroMetro Notes 75 X. Distribution Agreements 76 A. The TroMetro Distribution Agreement 76 B. The Troma Distribution Agreement 77 C. Troma Entertainment, Inc. 77 D. Troma's Distribution of the EBD Film Library 78 1. Distribution History 78 2. Distribution Revenue and Expenses 79 XI. Transactions with Imperial Credit Industries, Inc. 80 A. Imperial Credit Industries, Inc. 80 B. Shopping for Tax Deals 81 C. Proposed Transaction with SMP 82 D. Proposed Transaction with Corona 84 1. Formation of Corona Film Finance Fund, LLC 84 2. The Corona Transaction 85 3. Initial Purchase of SMP's Interest in Corona 88 4. Additional Purchase of SMP's Interest in Corona 89
5. Sale of the $79 Million Receivable 91 6. Imperial's Capital Contribution 92 7. Treasury Bills 93 XII. Subsequent Transactions Involving TroMetro and Troma 93 A. Capital Contribution Agreement 93 B. Assumption Agreement 94 C. Transfer and Assignment of the Carolco Securities 94 D. SMHC and Troma Merger 94 1. SMHC Merges into Troma 94 2. SMHC's Dissolution 95 3. Tax Return Treatment of the Transaction 95 4. Termination of the Distribution Agreements 96 E. Letter Agreement with TroMetro 97 F. Troma Finance, LLC 97 XIII. Business Characteristics of SMP, Corona, and SMHC 98 A. SMP 98 B. Corona 99 C. SMHC 99 XIV. Partnership Tax Returns 99 A. SMP 99 B. Corona 101 C. Mr. and Mrs. Ackerman 101 XV. Notices of Final Partnership Administrative Adjustments 103 A. SMP 103 B. Corona 104 OPINION 105 I. Partnership Tax Rules 108 A. In General 108 B. Claimed Application of Partnership Tax Rules 112 II. Burden of Proof 113 III. Economic Substance 115 A. Parties' Contentions 115 B. General Legal Principles 117 C. Summary of Conclusions 120 D. Subjective Business Purpose 121 1. Banks' Purposes 122 a. Banks' Prior History With Film Business 125 b. Banks' Regulatory Environment 128 c. Why the Ackerman Group? 128 d. Inattention to Film Rights in Negotiations 129 e. Selection of EBD Film Rights 130 f. Conclusion 131 2. Ackerman Group's Purposes 131
a. Mr. Lerner's and Mr. Ackerman's Backgrounds 132 b. Focus on Tax Attributes 134 c. Nature of EBD Film Rights 135 d. Purported Interest in CDR Library 145 e. Purported Springboard for New Library 147 f. Acquiring NOLs for a Film Business 147...
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The Tax Matters Partner v. USA, Civil Action No. 3:06cv379-HTW-MTP.
- United States
- U.S. District Court — Southern District of Mississippi
- 30 Abril 2010
... 714 F.Supp.2d 598 NEVADA PARTNERS FUND, LLC, by and through SAPPHIRE II, INC., the tax ... See ACM Partnership v. Commissioner, 157 F.3d 231, 252 (3d Cir.1998), cert. denied, ... Klamath, at 548, citing Santa Monica Pictures v. Comm'r, 89 T.C.M. 1157, ...... -
Klamath Strategic Investment Fund v. U.S.
- United States
- United States Courts of Appeals. United States Court of Appeals (5th Circuit)
- 15 Mayo 2009
...... Fund, by and through Rogue Ventures LLC (Managing member), ... See Ward v. Santa Fe Indep. Sch. Dist., 393 F.3d 599, 603 (5th ... See Santa Monica Pictures v. Comm'r, 89 T.C.M. 1157, 1229-30 ......