Icahn Affiliates Launch Tender Offer for Senior Secured Loans of Metro-Goldwyn-Mayer Inc. at a Purchase Price of $0.53 per $1.00 in Principal Amount

Previously Announced Offer Providing Put Rights at a Purchase Price of $0.45 per $1.00 in Principal Amount Remains Outstanding

Oct 26, 2010, 13:52 ET from Carl Icahn

NEW YORK, Oct. 26 /PRNewswire-FirstCall/ -- Carl Icahn announced today that his affiliated entities are commencing a tender offer (the "Tender Offer") for Metro-Goldwyn-Mayer Inc. ("MGM") senior secured loans (the "Senior Loans").  The Tender Offer is at a purchase price of $0.53 per $1.00 in principal amount and is conditioned on at least $1.6 billion in principal amount of Senior Loans being tendered in the Tender Offer.  If that condition is satisfied and the Spyglass Plan is rejected, then the Icahn affiliates will purchase $1.6 billion in principal amount of Senior Loans, less those accepted pursuant to the Put Offer now in progress.  This amount plus the amount of debt currently owned by the Icahn parties will approximate 51% of the outstanding Senior Loans.  Payment for tendered Senior Loans accepted in the Tender Offer will be made immediately following acceptance.

Icahn, in its sole discretion, may accept tenders as they are made, whether or not any conditions are satisfied, and may accept any amount tendered, but in no event will Icahn accept more than the $1.6 billion stated above.

Icahn will accept tenders and puts on a first-come, first served basis in the order submitted.

Both the Tender Offer and the Put Offer will expire at the voting deadline for the Spyglass Prepackaged Plan on October 29, 2010, unless extended by Mr. Icahn's affiliates in their sole discretion and are conditioned on the Spyglass Plan being rejected at the October 29, 2010 vote.  

The Tender Offer is subject to the terms and conditions of the definitive offer documents which are available from the Information Agent.   The Put Offer is hereby amended to conform to the terms set forth in this press release. This press release provides only a summary of the terms of the offer.  Any questions or requests for assistance or documents, including the definitive Tender Offer documents, may be directed to Innisfree M&A Incorporated, the Information Agent for the offer, at the address and telephone number set forth below:

Innisfree M&A Incorporated

501 Madison Avenue

New York, NY 10022

Toll-Free: (888) 750-5833



SOURCE Carl Icahn