Professional Documents
Culture Documents
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1 GIBSON, DUNN & CRUTCHER LLP
ROBERT KLYMAN, SBN 142723
2 rklyman@gibsondunn.com
PERLETTE MICHÈLE JURA, SBN 242332
3 pjura@gibsondunn.com
SHANNON MADER, SBN 235271
4 smader@gibsondunn.com
MATTHEW T. SESSIONS, SBN 307098
5 msessions@gibsondunn.com
333 South Grand Avenue
6 Los Angeles, CA 90071-3197
Telephone: 213.229.7000
7 Facsimile: 213.229.7520
8 LILLIS PITHA LLP
DAMIEN P. LILLIS, SBN 191258
9 dlillis@lp-lawyers.com
MARTIN L. PITHA, SBN 192447
10 mpitha@lp-lawyers.com
465 California Street, 5th Floor
11 San Francisco, CA 94104
Telephone: 415.814.0405
12 Facsimile: 415.217.7011
13 Attorneys for Plaintiff
THE YUCAIPA COMPANIES, LLC
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SUPERIOR COURT OF THE STATE OF CALIFORNIA
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FOR THE COUNTY OF LOS ANGELES
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CENTRAL DISTRICT – STANLEY MOSK COURTHOUSE
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THE YUCAIPA COMPANIES, LLC, CASE NO. BC713894
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Plaintiff, SECOND AMENDED COMPLAINT FOR:
19 1 BREACH OF ORAL CONTRACT
v. 2 BREACH OF IMPLIED IN FACT
20 CONTRACT
LANTERN ASSET MANAGEMENT 3 BREACH OF RITTEN CONTRACT
21 GP, LLC; LANTERN 4 PROMISSORY ESTOPPEL
ENTERTAINMENT LLC; LANTERN 5 FALSE PROMISE
22 CAPITAL PARTNERS LP; AND DOES 1 6 INTENTIONAL
TO 10, MISREPRESENTATION
23 7 FRAUD IN THE INDUCEMENT TO
Defendants. CONTRACT
24 8 FRAUD
NEGLIGENT MISREPRESENTATION
25 1 VIOLATIONS OF CALIFORNIA
UNFAIR COMPETITION LA , CAL
26 BUS PROF CODE 172 ET SE
11 UNJUST ENRICHMENT
27 12 UANTUM MERUIT
13 BREACH OF THE COVENANT OF
28 GOOD FAITH AND FAIR DEALING
CONFIDENTIALITY AGREEMENT
Gibson, Dunn &
Crutcher LLP
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25 1
In bankruptcy auctions, the stalking horse bidder is the bidder whose bid is accepted by the debtor
in bankruptcy and is used as the baseline for all other bidders in a bankruptcy sale process. In
26 exchange for setting the floor price for the assets in that process, the stalking horse bidder
typically obtains a break-up fee and expense reimbursement in the event the debtor accepts a
27 higher or better bid. Beyond the break-up fee and expense reimbursement, the stalking horse
bidder also receives certain advantages in the sale process. Because of the foregoing, the stalking
28 horse bidder needs to have an excellent understanding of the value of the assets for which it is
bidding and limited contingencies to the closing of its bid.
Gibson, Dunn &
Crutcher LLP 10
SECOND AMENDED COMPLAINT
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1 Under the Confidentiality Agreement, however, Lantern could use the Yucaipa Confidential
2 Information only in connection with a Yucaipa-led transaction. As such, Lantern needed Yucaipa’s
3 consent to use the Yucaipa Confidential Information in connection with a specific non-bankruptcy
4 Lantern-led bid for the TWC assets in a TWC bankruptcy case.
5 34. Recognizing that the Yucaipa Confidential Information would give it a massive
6 advantage in any bid for TWC’s assets, Lantern sought Yucaipa’s agreement that Lantern could use
7 the Yucaipa Confidential Information to develop Lantern’s bid. Finally, in late February/early March
8 2018, Yucaipa, through Ira Tochner, and Lantern, through Milos Brajovic and Andy Mitchell,
9 reached an oral agreement (the “Yucaipa/Lantern Deal”) that Lantern could use the Yucaipa
10 Confidential Information and that Yucaipa would continue to provide Lantern with access to the
11 Yucaipa Confidential Information, including access to Yucaipa’s attorneys and financial advisors, to
12 enable Lantern to prepare its bid. The Yucaipa/Lantern Deal was expressly subject to and dependent
13 on the following conditions:
14 a. If Mediaco successfully acquired the TWC assets outside of a TWC
15 bankruptcy, Lantern would have the opportunity to invest 50 million in Mediaco;
16 b. If an acquisition would only occur through a TWC bankruptcy, Yucaipa would
17 under no circumstance be a bidder. Instead, assuming Lantern successfully acquired the TWC assets
18 through a TWC bankruptcy sale, Lantern agreed to provide Yucaipa with the following rights in
19 exchange for Yucaipa authorizing Lantern to use the Yucaipa Confidential Information in connection
20 with a Lantern-led transaction for the TWC assets:
21 i) Lantern would pay Yucaipa a transaction fee, equal to two percent of
22 the then-projected purchase price for the TWC assets;
23 ii) Yucaipa had the opportunity, but not the requirement, to invest in the
24 Lantern investment vehicle. That investment would consist of Yucaipa’s and its affiliates’ respective
25 preexisting financial interest in TWC (in the form of receivables and motion picture investments). In
26 return, Yucaipa would receive an equivalent equity interest in the Lantern acquisition vehicle, and
27 Yucaipa would have the right to invest up to 50 million of additional capital post-closing;
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6 By:
Perlette Michèle Jura
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Attorneys for Plaintiff
8 THE YUCAIPA COMPANIES, LLC
103266377.28
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