Icahn Affiliates Offer Holders of Senior Secured Loans of Metro-Goldwyn-Mayer Inc. the Right to Put Loans to Icahn Affiliates at Purchase Price of $0.45 per $1.00 in Principal Amount On a First-Come, First-Served Basis

Oppose MGM/Spyglass Prepackaged Plan

Oct 21, 2010, 08:55 ET from Carl Icahn

NEW YORK, Oct. 21 /PRNewswire/ -- Carl Icahn today announced that his affiliated entities are providing a unique opportunity to the holders of Metro-Goldwyn-Mayer Inc. ("MGM") senior secured loans (the "Senior Loans").  The offer will give participating holders of Senior Loans the right to keep the upside on their MGM position, if there is one, without taking risk on the downside.  Under the Icahn offer participating lenders will obtain the right to put Senior Loans to Icahn entities, at a purchase price of $0.45 per $1.00 in principal amount.  The offer is conditioned on a minimum of $963,000,000 in principal amount in Senior Loans participating in the offer.  If this amount participates in the offer, and the other conditions to the offer are met, Icahn will be obligated to accept that amount on a first-come, first-served basis.  Icahn reserves the right to accept more Senior Loans in the offer but is not obligated to do so.

The offer will expire at the voting deadline for the MGM/Spyglass Prepackaged Plan (the "Spyglass Plan") on October 29, 2010, unless extended by Mr. Icahn's affiliates in their sole discretion.

The put will be usable and exercisable by participating lenders from October 29, 2010 until two weeks after the date MGM exits bankruptcy or for one year, whichever comes first.

Participating lenders will be required to vote against the Spyglass Plan and will be required to grant a proxy to Icahn. Those voting rights will continue through the exercise period of the put right.

Mr. Icahn stated that he is firmly opposed to MGM's current proposed Spyglass Plan and the related transaction with Spyglass.  He characterized the Spyglass Plan as a "prescription for disaster".

Mr. Icahn noted that "the plan is being backed by certain members of the MGM creditors committee, and is being ramrodded through with the typical fear tactic that the "sky will fall" if the plan is not approved."  Mr. Icahn stated that he believes that "it is more likely for the sky to fall if the Spyglass Plan was approved."

Mr. Icahn further stated:

This is the critical decision point for MGM lenders, yet we are being rushed into an extraordinary Prepackaged Plan with limited information and input, on a "hurry up basis" that frustrates any dissent.  I hope to defeat this "rush to judgment".  

I URGE ALL SENIOR LENDERS TO VOTE AGAINST THE SPYGLASS PLAN, even if they do not wish to accept our offer.  A "No" vote will force an open and transparent process to allow all lenders the full and fair opportunity to evaluate all information and obtain complete, unbiased analysis regarding all offers and opportunities that may be available for MGM.  It is interesting to note that Lionsgate has made an offer but their request to put it out publicly has been refused.  It has also come to my attention that at least one other offer has been made which has not been made public by MGM or the MGM creditors committee.  It is my intention to bring all of these offers to light.  WE SHOULD NOT ALLOW OURSELVES TO BE RAILROADED INTO THE SPYGLASS PLAN.

In order to be eligible for the offer, holders must own Senior Loans issued under the April 2005 MGM Credit Facility as of the October 4, 2010 record date for the Spyglass Plan and must have voted against that plan. The offer will be conditioned on the Spyglass Plan being rejected.  The offer is subject to the terms and conditions of the definitive offer documents which are available from the Information Agent.  This press release provides only a summary of the terms of the offer.

Any questions or requests for assistance or documents, including definitive Icahn 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, 20th Floor

New York, NY 10022

Toll-Free: (888) 750-5833

SOURCE Carl Icahn