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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Metromedia International Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
7 1/4% Cumulative Convertible Preferred Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
591695200
--------------------------------------------------------------------------------
(CUSIP Number)
Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(415) 421-2132
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2006
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibitsF. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 71 Pages
Exhibit Index Found on Page 49
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Noonday Asset Management, L.P.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IA, PN
------------====================================================================
Page 2 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Noonday G.P. (U.S.), L.L.C.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 3 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Noonday Capital, L.L.C.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 4 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David I. Cohen
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 5 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Saurabh K. Mittal
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
India
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 6 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Noonday Asset Management LLP
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IA, PN
------------====================================================================
Page 7 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Noonday Capital Limited
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 8 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew J.M. Spokes
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 9 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicolas Giauque
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
France
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 10 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lars E. Bane
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Sweden
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 11 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Davide Leone
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Italy
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 12 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Noonday Capital Partners, L.L.C.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an
aggregate of 542,560 Preferred Shares, which is 13.2%
of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
[See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 11,700 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
11,700 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,700 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.3% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 13 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Partners, L.P.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an
aggregate of 542,560 Preferred Shares, which is 13.2%
of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
[See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 108,800 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
108,800 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
108,800 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.7% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 14 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners, L.P.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an
aggregate of 542,560 Preferred Shares, which is 13.2%
of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
[See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 84,200 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
84,200 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
84,200 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.1% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 15 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners II, L.P.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an
aggregate of 542,560 Preferred Shares, which is 13.2%
of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
[See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 6,600 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
6,600 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,600 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 16 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners III, L.P.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an
aggregate of 542,560 Preferred Shares, which is 13.2%
of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
[See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 19,400 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
19,400 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
19,400 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.5% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 17 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tinicum Partners, L.P.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an
aggregate of 542,560 Preferred Shares, which is 13.2%
of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
[See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,700 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
2,700 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,700 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.1% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 18 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Offshore Investors II, L.P.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an
aggregate of 542,560 Preferred Shares, which is 13.2%
of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only
of the securities reported by it on this cover page.
[See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Cayman Islands
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 84,029 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
84,029 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
84,029 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.0% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 19 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Management, L.L.C.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 225,131 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
225,131 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
225,131 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.5% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IA, OO
------------====================================================================
Page 20 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Partners, L.L.C.
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 317,429 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
317,429 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
317,429 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.7% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 21 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chun R. Ding
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 22 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Duhamel
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 23 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard B. Fried
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 24 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Monica R. Landry
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 25 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Mellin
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 26 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Millham
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 27 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jason E. Moment
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 28 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajiv A. Patel
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 29 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Derek C. Schrier
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 30 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas F. Steyer
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 31 of 71 Pages
13D
===================
CUSIP No. 591695200
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark C. Wehrly
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing hold an aggregate
of 542,560 Preferred Shares, which is 13.2% of the class of
securities. The reporting person on this cover page, however,
may be deemed a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF, OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------==============================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 542,560 [See Preliminary Note]
------------==============================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------==============================================
SHARED DISPOSITIVE POWER
10
542,560 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
542,560 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.2% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 32 of 71 Pages
Preliminary Note: The Reporting Persons (as defined below) filed a
Schedule 13G on August 21, 2006 (the "Schedule 13G") reporting their ownership
of 542,560 of the Company's Preferred Shares (as defined below), representing
approximately 13.2% of such class. Between the date of the Schedule 13G and the
date of this Schedule 13D, the Reporting Persons did not acquire any additional
Preferred Shares. The Reporting Persons are filing this Schedule 13D to report
that certain of the Reporting Persons have executed with the Company the Lock-Up
and Voting Agreement described in Item 4 below. For information regarding such
agreement, see Item 4 below.
The number of Preferred Shares beneficially owned by the Reporting
Persons and reported herein is convertible at any time without expiration,
unless earlier redeemed at the Company's discretion, into the number of shares
of the Company's Common Stock, par value $0.01 per share (the "Common Shares"),
as is equal to the aggregate liquidation preference ($50.00 per share), plus any
accrued and accumulated dividends as of the date the Preferred Shares are
surrendered for conversion, divided by an initial conversion price of $15.00,
subject to adjustment. The Reporting Persons in aggregate beneficially own less
than 5% of the Company's Common Shares. Unless stated otherwise, all numbers and
percentages in this Schedule 13D represent Preferred Shares currently held by
certain Reporting Persons and such number and percentages do not reflect Common
Shares.
Item 1. Security And Issuer
------ -------------------
This statement relates to shares of 7 1/4% Cumulative Convertible
Preferred Stock (the "Preferred Shares") of Metromedia International Group, Inc.
(the "Company"). The Company's principal offices are located at 8000 Tower Point
Drive, Charlotte, NC 28227.
Item 2. Identity And Background
------ -----------------------
(a) This statement is filed by the entities and persons listed below,
all of whom together are referred to herein as the "Reporting Persons."
The Noonday US Sub-adviser Entities
-----------------------------------
(i) Noonday G.P. (U.S.), L.L.C., a Delaware limited
liability company which is a sub-investment
adviser(1) to each of the Funds and the Managed
Accounts (the "First Noonday US Sub-adviser"), with
respect to all of the Preferred Shares held by the
Funds and the Managed Accounts;
(ii) Noonday Asset Management, L.P., a Delaware limited
partnership which is a sub-investment adviser(1) to
each of the Funds and the Managed Accounts (the
--------
(1) The First Noonday US Sub-adviser and the Second Noonday US Sub-adviser
entered into certain subadvisory arrangements with the Management Company and
the Farallon General Partner effective as of January 1, 2005, pursuant to which
the First Noonday US Sub-adviser and the Second Noonday US Sub-adviser were
granted investment discretion over all of the assets of the Noonday Fund and
certain of the assets of the Farallon Funds and the Managed Accounts.
Page 33 of 71 Pages
"Second Noonday US Sub-adviser"), with respect to all
of the Preferred Shares held by the Funds and the
Managed Accounts; and
(iii) Noonday Capital, L.L.C., a Delaware limited liability
company which is the general partner of the Second
Noonday US Sub-adviser (the "Noonday US General
Partner"), with respect to all of the Preferred
Shares held by the Funds and the Managed Accounts.
The First Noonday US Sub-adviser, the Second Noonday US Sub-adviser and
the Noonday US General Partner are together referred to herein as the "Noonday
US Sub-adviser Entities."
The Noonday US Managing Members
-------------------------------
(iv) David I. Cohen ("Cohen") and Saurabh K. Mittal
("Mittal"), the managing members of both the First
Noonday US Sub-adviser and the Noonday US General
Partner, with respect to all of the Preferred Shares
held by the Funds and the Managed Accounts.
Cohen and Mittal are referred to herein as the "Noonday US Individual
Reporting Persons."
The Noonday UK Sub-adviser Entities
-----------------------------------
(v) Noonday Asset Management LLP, a limited liability
partnership incorporated in the United Kingdom, which
is a sub-investment adviser(2) to each of the Funds
and the Managed Accounts (the "Noonday UK
Sub-adviser"), with respect to all of the Preferred
Shares held by the Funds and the Managed Accounts;
and
(vi) Noonday Capital Limited, a private company limited by
shares organized in the United Kingdom, which is the
senior managing member of the Noonday UK Sub-adviser
(the "Noonday UK Senior Managing Member"), with
respect to all of the Preferred Shares held by the
Funds and the Managed Accounts.
The Noonday UK Sub-adviser and the Noonday UK Senior Managing Member
are together referred to herein as the "Noonday UK Sub-adviser Entities." The
Noonday US Sub-adviser Entities and the Noonday UK Sub-adviser Entities are
together referred to herein as the "Noonday Sub-adviser Entities."
---------------
(2) The Noonday UK Sub-adviser entered into certain subadvisory arrangements
with the Management Company and the Farallon General Partner effective as of
January 1, 2005, pursuant to which the Noonday UK Sub-adviser was granted
investment discretion over all of the assets of the Noonday Fund and certain of
the assets of the Farallon Funds and the Managed Accounts.
Page 34 of 71 Pages
The Noonday UK Managing Members
-------------------------------
(vii) Andrew J.M. Spokes ("Spokes"), Nicolas Giauque
("Giauque"), Lars E. Bane ("Bane") and Davide Leone
("Leone"), the managing members of the Noonday UK
Sub-adviser and, with respect to Spokes, the Chairman
of the Noonday UK Senior Managing Member, with
respect to all of the Preferred Shares held by the
Funds and the Managed Accounts.
Spokes, Giauque, Bane and Leone are referred to herein as the "Noonday
UK Individual Reporting Persons." The Noonday US Individual Reporting Persons
and the Noonday UK Individual Reporting Persons are referred to herein as the
"Noonday Individual Reporting Persons."
The Noonday Fund
----------------
(viii) Noonday Capital Partners, L.L.C., a Delaware limited
liability company (the "Noonday Fund"), with respect
to the Preferred Shares held by it.
The Farallon Funds
------------------
(ix) Farallon Capital Partners, L.P., a California limited
partnership ("FCP"), with respect to the Preferred
Shares held by it;
(x) Farallon Capital Institutional Partners, L.P., a
California limited partnership ("FCIP"), with respect
to the Preferred Shares held by it;
(xi) Farallon Capital Institutional Partners II, L.P., a
California limited partnership ("FCIP II"), with
respect to the Preferred Shares held by it;
(xii) Farallon Capital Institutional Partners III, L.P., a
Delaware limited partnership ("FCIP III"), with
respect to the Preferred Shares held by it;
(xiii) Tinicum Partners, L.P., a New York limited
partnership ("Tinicum"), with respect to the
Preferred Shares held by it; and
(xiv) Farallon Capital Offshore Investors II, L.P., a
Cayman Islands exempted limited partnership ("FCOI
II"), with respect to the Preferred Shares held by
it.
FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred
to herein as the "Farallon Funds." The Noonday Fund and the Farallon Funds are
together referred to herein as the "Funds."
The Management Company
----------------------
(xv) Farallon Capital Management, L.L.C., a Delaware
limited liability company (the "Management Company"),
with respect to the Preferred Shares held by
Page 35 of 71 Pages
certain accounts managed by the Management Company
(the "Managed Accounts").
The Farallon General Partner
----------------------------
(xvi) Farallon Partners, L.L.C., a Delaware limited
liability company which is the general partner of
each of the Farallon Funds and the managing member of
the Noonday Fund (the "Farallon General Partner"),
with respect to the Preferred Shares held by each of
the Funds.
The Farallon Managing Members
-----------------------------
(xvii) The following persons who are managing members of
both the Farallon General Partner and the Management
Company, with respect to the Preferred Shares held by
the Funds and the Managed Accounts: Chun R. Ding
("Ding"), William F. Duhamel ("Duhamel"), Richard B.
Fried ("Fried"), Monica R. Landry ("Landry"), William
F. Mellin ("Mellin"), Stephen L. Millham ("Millham"),
Jason E. Moment ("Moment"), Rajiv A. Patel ("Patel"),
Derek C. Schrier ("Schrier"), Thomas F. Steyer
("Steyer") and Mark C. Wehrly ("Wehrly").
Ding, Duhamel, Fried, Landry, Mellin, Millham, Moment, Patel, Schrier,
Steyer and Wehrly are together referred to herein as the "Farallon Individual
Reporting Persons." The Farallon Individual Reporting Persons and the Noonday
Individual Reporting Persons are together referred to herein as the "Individual
Reporting Persons."
(b) The address of the principal business office of (i) the Funds, the
Management Company and the Farallon General Partner is One Maritime Plaza, Suite
1325, San Francisco, California 94111, (ii) the Noonday US Sub-adviser Entities
is 227 West Trade Street, Suite 2140, Charlotte, North Carolina 28202, (iii) the
Noonday UK Sub-adviser Entities is Burdett House, 15-16 Buckingham Street,
London, United Kingdom WC2N 6DU and (iv) each of the Individual Reporting
Persons is set forth in Annex 1 hereto.
(c) The principal business of each of the Funds is that of a private
investment fund engaging in the purchase and sale of investments for its own
account. The principal business of the First Noonday US Sub-adviser and the
Second Noonday US Sub-adviser, a registered investment adviser, is to act as a
sub-investment adviser to the Funds and the Managed Accounts. The principal
business of the Noonday US General Partner is to act as the general partner of
the Second Noonday US Sub-adviser. The principal business of the Noonday UK
Sub-adviser, a registered investment adviser, is to act as a sub-investment
adviser to the Funds and the Managed Accounts. The principal business of the
Noonday UK Senior Managing Member is to act as a managing member of the Noonday
UK Sub-adviser. The principal business of the Management Company is that of a
registered investment adviser. The principal business of the Farallon General
Partner is to act as the general partner of the Farallon Funds and the managing
member of the Noonday Fund. The principal business of each of the Individual
Reporting Persons is set forth in Annex 1 hereto.
Page 36 of 71 Pages
(d) None of the Funds, the Noonday US Sub-adviser Entities, the Noonday
UK Sub-Adviser Entities, the Management Company, the Farallon General Partner or
the Individual Reporting Persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Funds, the Noonday US Sub-adviser Entities, the Noonday
UK Sub-Adviser Entities, the Management Company, the Farallon General Partner or
the Individual Reporting Persons has, during the last five years, been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The citizenship of each of the Funds, the Noonday US Sub-adviser
Entities, the Noonday UK Sub-adviser Entities, the Management Company and the
Farallon General Partner is set forth above. Each of the Individual Reporting
Persons other than Mittal, Spokes, Giauque, Bane and Leone is a citizen of the
United States. Mittal, Spokes, Giauque, Bane and Leone are citizens of India,
the United Kingdom, France, Sweden and Italy, respectively.
The other information required by Item 2 relating to the identity and
background of the Reporting Persons is set forth in Annex 1 hereto.
Item 3. Source And Amount Of Funds And Other Consideration
------ --------------------------------------------------
The net investment cost (including commissions) for the Preferred
Shares held by each of the Funds and the Managed Accounts is set forth below:
Entity Preferred Shares Held Approximate Net
------ --------------------- ---------------
Investment Cost
---------------
Noonday Fund 11,700 $ 400,299
FCP 108,800 $ 3,955,905
FCIP 84,200 $ 3,072,296
FCIP II 6,600 $ 237,811
FCIP III 19,400 $ 729,843
Tinicum 2,700 $ 94,602
FCOI II 84,029 $ 3,292,903
Managed Accounts 225,131 $ 8,297,152
The consideration for such acquisitions was obtained as follows: (i)
with respect to the Noonday Fund, FCP, Tinicum and FCOI II, from working capital
and/or from borrowings pursuant to margin accounts maintained in the ordinary
course of business by the Noonday Fund, FCP, Tinicum and FCOI II at Goldman,
Sachs & Co.; (ii) with respect to FCIP, FCIP II and FCIP III, from working
capital; and (iii) with respect to the Managed Accounts, from the working
capital of the Managed Accounts and/or from borrowings pursuant to margin
accounts maintained in the ordinary course of business by some of the Managed
Accounts at Goldman, Sachs & Co. The Noonday Fund, FCP, Tinicum, FCOI II and
some of the Managed Accounts hold certain securities
Page 37 of 71 Pages
in their respective margin accounts at Goldman, Sachs & Co., and the accounts
may from time to time have debit balances. It is not possible to determine the
amount of borrowings, if any, used to acquire the Shares.
Item 4. Purpose Of The Transaction
------ --------------------------
On October 1, 2006, certain of the Reporting Persons, as holders of the
Preferred Shares reported herein, entered into a Lock-Up and Voting Agreement
(the "Lock-up Agreement") with the Company. The Lock-up Agreement provides that,
upon certain terms and conditions, the Reporting Persons will support a Chapter
11 plan of reorganization filed by the Company pursuant to which, among other
provisions, the holders of the Company's Preferred Shares and holders of the
Company's shares of common stock would receive certain cash distributions with
respect to their respective security holdings. This description of the Lock-up
Agreement is qualified in its entirety by the full terms and conditions of the
Lock-Up Agreement, which is incorporated herein by reference. For the actual
terms and conditions of the Lock-Up Agreement, see the Lock-up Agreement which
is filed as Exhibit 2 to this Schedule 13D. For more information regarding the
Company's contemplated Chapter 11 plan of reorganization, see the Form 8-K filed
by the Company with the Securities and Exchange Commission on October 2, 2006
(the "Form 8-K").
The purpose of the acquisition of the Preferred Shares and the Common
Shares was for investment, and the acquisitions of the Preferred Shares and the
Common Shares by each of the Funds and the Managed Accounts were made in the
ordinary course of business and were not made for the purpose of acquiring
control of the Company.
Although no Reporting Person has any specific plan or proposal to
acquire or dispose of the Preferred Shares and/or the Common Shares, consistent
with its investment purpose, each Reporting Person at any time and from time to
time may acquire additional Preferred Shares and/or Common Shares or dispose of
any or all of its Preferred Shares and/or Common Shares (subject to the terms of
the Lock-up Agreement) depending upon an ongoing evaluation of the investment in
the Preferred Shares and/or Common Shares, prevailing market conditions, other
investment opportunities, liquidity requirements of the Reporting Person and/or
other investment considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Preferred Shares and/or Common Shares
which it may hold at any point in time.
Also, consistent with their investment intent, the Reporting Persons
may engage in communications with one or more shareholders of the Company, one
or more officers of the Company and/or one or more members of the board of
directors of the Company regarding the Company, including but not limited to its
operations, any potential Chapter 11 filing by the Company or any matters
relating to the Lock-up Agreement.
Except to the extent the foregoing may be deemed a plan or proposal,
none of the Reporting Persons has any plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Page 38 of 71 Pages
Item 5. Interest In Securities Of The Issuer
------ ------------------------------------
(a) The Funds
---------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for each Fund is incorporated
herein by reference for each such Fund. The
percentage amount set forth in Row 13 for all cover
pages filed herewith is calculated based upon the
4,100,000 Preferred Shares outstanding as of June 30,
2004 as reported by the Company in its Current Report
on Form 8-K filed with the Securities and Exchange
Commission on October 2, 2006.
(c) No transactions in the Preferred Shares have been
consummated by any of the Funds in the past 60 days.
(d) Each of the First Noonday US Sub-adviser, the Second
Noonday US Sub-adviser, the Noonday UK Sub-adviser
and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Preferred Shares held by the Funds as reported
herein. The Noonday US General Partner is the general
partner of the Second Noonday Sub-adviser. The
Noonday US Individual Reporting Persons are managing
members of both the First Noonday Sub-adviser and the
Noonday US General Partner. The Noonday UK Senior
Managing Member is the senior managing member of the
Noonday UK Sub-adviser. The Noonday UK Individual
Reporting Persons are managing members of the Noonday
UK Sub-adviser. Spokes, one of the Noonday UK
Individual Reporting Persons, is Chairman of the
Noonday UK Senior Managing Member. The Farallon
Individual Reporting Persons are managing members of
the Farallon General Partner.
(e) Not applicable.
(b) The Noonday Sub-adviser Entities
--------------------------------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for each Noonday Sub-adviser Entity
is incorporated herein by reference for each such
Noonday Sub-adviser Entity.
(c) None.
(d) Each of the First Noonday US Sub-adviser, the Second
Noonday US Sub-adviser, the Noonday UK Sub-adviser
and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Preferred Shares held by the Funds as reported
herein. Each of the First Noonday US Sub-adviser, the
Second Noonday US Sub-adviser, the Noonday UK
Sub-adviser and the Management Company has the power
to direct the receipt of dividends
Page 39 of 71 Pages
relating to, or the disposition of the proceeds of
the sale of, all of the Preferred Shares held by the
Managed Accounts as reported herein. The Noonday US
General Partner is the general partner of the Second
Noonday US Sub-adviser. The Noonday US Individual
Reporting Persons are managing members of both the
First Noonday US Sub-adviser and the Noonday US
General Partner. The Noonday UK Senior Managing
Member is the senior managing member of the Noonday
UK Sub-adviser. The Noonday UK Individual Reporting
Persons are managing members of the Noonday UK
Sub-adviser. Spokes, one of the Noonday UK Individual
Reporting Persons, is Chairman of the Noonday UK
Senior Managing Member. The Farallon Individual
Reporting Persons are managing members of both the
Farallon General Partner and the Management Company.
(e) Not applicable.
(c) The Noonday Individual Reporting Persons
----------------------------------------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for each Noonday Individual
Reporting Person is incorporated herein by reference
for each such Noonday Individual Reporting Person.
(c) None.
(d) Each of the First Noonday US Sub-adviser, the Second
Noonday US Sub-adviser, the Noonday UK Sub-adviser
and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Preferred Shares held by the Funds as reported
herein. Each of the First Noonday US Sub-adviser, the
Second Noonday US Sub-adviser, the Noonday UK
Sub-adviser and the Management Company has the power
to direct the receipt of dividends relating to, or
the disposition of the proceeds of the sale of, all
of the Preferred Shares held by the Managed Accounts
as reported herein. The Noonday US General Partner is
the general partner of the Second Noonday US
Sub-adviser. The Noonday US Individual Reporting
Persons are managing members of both the First
Noonday US Sub-adviser and the Noonday US General
Partner. The Noonday UK Senior Managing Member is the
senior managing member of the Noonday UK Sub-adviser.
The Noonday UK Individual Reporting Persons are
managing members of the Noonday UK Sub-adviser.
Spokes, one of the Noonday UK Individual Reporting
Persons, is Chairman of the Noonday UK Senior
Managing Member. The Farallon Individual Reporting
Persons are managing members of both the Farallon
General Partner and the Management Company.
(e) Not applicable.
(d) The Management Company
----------------------
Page 40 of 71 Pages
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for the Management Company is
incorporated herein by reference.
(c) No transactions in the Preferred Shares have been
consummated by the Management Company on behalf of
the Managed Accounts in the past 60 days.
(d) Each of the First Noonday US Sub-adviser, the Second
Noonday US Sub-adviser, the Noonday UK Sub-adviser
and the Management Company has the power to direct
the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Preferred Shares held by the Managed Accounts as
reported herein. The Noonday US General Partner is
the general partner of the Second Noonday US
Sub-adviser. The Noonday US Individual Reporting
Persons are managing members of both the First
Noonday US Sub-adviser and the Noonday US General
Partner. The Noonday UK Senior Managing Member is the
senior managing member of the Noonday UK Sub-adviser.
The Noonday UK Individual Reporting Persons are
managing members of the Noonday UK Sub-adviser.
Spokes, one of the Noonday UK Individual Reporting
Persons, is Chairman of the Noonday UK Senior
Managing Member. The Farallon Individual Reporting
Persons are managing members of the Management
Company.
(e) Not applicable.
(e) The Farallon General Partner
----------------------------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for the Farallon General Partner is
incorporated herein by reference.
(c) None.
(d) Each of the First Noonday US Sub-adviser, the Second
Noonday US Sub-adviser, the Noonday UK Sub-adviser
and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Preferred Shares held by the Funds as reported
herein. The Noonday US General Partner is the general
partner of the Second Noonday Sub-adviser. The
Noonday US Individual Reporting Persons are managing
members of both the First Noonday Sub-adviser and the
Noonday US General Partner. The Noonday UK Senior
Managing Member is the senior managing member of the
Noonday UK Sub-adviser. The Noonday UK Individual
Reporting Persons are managing members of the Noonday
UK Sub-adviser. Spokes, one of the Noonday UK
Individual Reporting Persons, is Chairman of the
Noonday UK Senior Managing Member. The Farallon
Individual Reporting Persons are managing members of
the Farallon General Partner.
Page 41 of 71 Pages
(e) Not applicable.
(f) The Farallon Individual Reporting Persons
-----------------------------------------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for each Farallon Individual
Reporting Person is incorporated herein by reference
for each such Farallon Individual Reporting Person.
(c) None.
(d) Each of the First Noonday US Sub-adviser, the Second
Noonday US Sub-adviser, the Noonday UK Sub-adviser
and the Farallon General Partner has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Preferred Shares held by the Funds as reported
herein. Each of the First Noonday US Sub-adviser, the
Second Noonday US Sub-adviser, the Noonday UK
Sub-adviser and the Management Company has the power
to direct the receipt of dividends relating to, or
the disposition of the proceeds of the sale of, all
of the Preferred Shares held by the Managed Accounts
as reported herein. The Noonday US General Partner is
the general partner of the Second Noonday US
Sub-adviser. The Noonday US Individual Reporting
Persons are managing members of both the First
Noonday US Sub-adviser and the Noonday US General
Partner. The Noonday UK Senior Managing Member is the
senior managing member of the Noonday UK Sub-adviser.
The Noonday UK Individual Reporting Persons are
managing members of the Noonday UK Sub-adviser.
Spokes, one of the Noonday UK Individual Reporting
Persons, is Chairman of the Noonday UK Senior
Managing Member. The Farallon Individual Reporting
Persons are managing members of both the Farallon
General Partner and the Management Company.
(e) Not applicable.
The Preferred Shares reported hereby for the Funds are owned directly
by the Funds and those reported by the Management Company on behalf of the
Managed Accounts are owned directly by the Managed Accounts. The First Noonday
US Sub-adviser, the Second Noonday US Sub-adviser and the Noonday UK
Sub-adviser, as sub-investment advisers to the Funds and Managed Accounts, may
each be deemed to be the beneficial owner of all such Preferred Shares owned by
the Funds and the Managed Accounts. The Noonday US General Partner, as general
partner to the Second Noonday US Sub-adviser, may be deemed to be the beneficial
owner of all such Preferred Shares owned by the Funds and the Managed Accounts.
The Noonday US Individual Reporting Persons, as managing members of both the
First Noonday US Sub-adviser and the Noonday US General Partner, may each be
deemed to be the beneficial owner of all such Preferred Shares owned by the
Funds and the Managed Accounts. The Noonday UK Senior Managing Member, as the
senior managing member of the Noonday UK Sub-adviser, may be deemed to be the
beneficial owner of all such Preferred Shares owned by the Funds and the Managed
Accounts.
Page 42 of 71 Pages
The Noonday UK Individual Reporting Persons, as managing members of the Noonday
UK Sub-adviser and, with respect to Spokes, as Chairman of the Noonday UK Senior
Managing Member, may each be deemed to be the beneficial owner of all such
Preferred Shares owned by the Funds and the Managed Accounts. The Management
Company, as investment adviser to the Managed Accounts, may be deemed to be the
beneficial owner of all such Preferred Shares owned by the Managed Accounts. The
Farallon General Partner, as general partner to the Farallon Funds and managing
member of the Noonday Fund, may be deemed to be the beneficial owner of all such
Preferred Shares owned by the Funds. The Farallon Individual Reporting Persons,
as managing members of both the Farallon General Partner and the Management
Company with the power to exercise investment discretion, may each be deemed to
be the beneficial owner of all such Preferred Shares owned by the Funds and the
Managed Accounts. Each of the Noonday US Sub-adviser Entities, the Noonday UK
Sub-adviser Entities, the Management Company, the Farallon General Partner and
the Individual Reporting Persons hereby disclaims any beneficial ownership of
any such Preferred Shares.
Item 6. Contracts, Arrangements, Understandings Or
------ -------------------------------------------
Relationships With Respect To Securities Of The Issuer
------------------------------------------------------
As stated in the Preliminary Note, the number of Preferred Shares
beneficially owned by the Reporting Persons and reported herein is convertible
at any time without expiration, unless earlier redeemed at the Company's
discretion, into the number of shares of the Company's Common Shares, as is
equal to the aggregate liquidation preference ($50.00 per share), plus any
accrued and accumulated dividends as of the date the Preferred Shares are
surrendered for conversion, divided by an initial conversion price of $15.00,
subject to adjustment as provided in the Company's Certificate of Designation of
7.25% Cumulative Convertible Preferred Stock of Metromedia International Group,
Inc. (the "Certificate of Designation"). This description of the terms of the
Preferred Shares is qualified in its entirety by the full terms of the
Certificate of Designation. For the full terms of the Certificate of
Designation, please see Exhibit 1.1 to the Company's Form 8-A filed on September
11, 1997 with the Securities and Exchange Commission.
Except for the Lock-up Agreement, the conversion terms of the Preferred
Shares noted above and as otherwise described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons or between such persons and any other person with respect to
any securities of the Company, including but not limited to the transfer or
voting of any securities of the Company, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, divisions of profits
or loss, or the giving or withholding of proxies.
Item 7. Materials To Be Filed As Exhibits
------ ---------------------------------
There is filed herewith as Exhibit 1 a written agreement relating to
the filing of joint acquisition statements as required by Section 240.13d-1(k)
under the Securities Exchange Act of 1934, as amended. There is filed herewith
as Exhibit 2 a copy of the Lock-up Agreement described in Item 4 above. The
Certificate of Designation filed as Exhibit 1.1 to the Company's Form 8-A filed
on September 11, 1997 with the Securities and Exchange Commission is
incorporated herein by reference.
Page 43 of 71 Pages
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: October 11, 2006
/s/ Monica R. Landry
----------------------------------------
NOONDAY CAPITAL, L.L.C.,
On its own behalf and as the General Partner of
NOONDAY ASSET MANAGEMENT, L.P.
By Monica R. Landry, Attorney-in-fact
/s/ Monica R. Landry
----------------------------------------
NOONDAY G.P. (U.S.), L.L.C.
By Monica R. Landry, Attorney-in-fact
/s/ Monica R. Landry
----------------------------------------
NOONDAY CAPITAL LIMITED,
On its own behalf
and as the Senior Managing Member of
NOONDAY ASSET MANAGEMENT LLP
By Monica R. Landry, Attorney-in-fact
/s/ Monica R. Landry
----------------------------------------
FARALLON PARTNERS, L.L.C.,
On its own behalf,
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.,
and as the Managing Member of
NOONDAY CAPITAL PARTNERS, L.L.C.
By Monica R. Landry, Managing Member
Page 44 of 71 Pages
/s/ Monica R. Landry
----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry, Managing Member
/s/ Monica R. Landry
----------------------------------------
Monica R. Landry, individually and as attorney-in-fact for
each of Lars E. Bane, David I. Cohen, Chun R. Ding, William F.
Duhamel, Richard B. Fried, Nicolas Giauque, Davide Leone, William
F. Mellin, Stephen L. Millham, Saurabh K. Mittal, Jason E. Moment,
Rajiv A. Patel, Derek C. Schrier, Andrew J.M. Spokes, Thomas F.
Steyer and Mark C. Wehrly
The Powers of Attorney executed by Duhamel, Fried, Mellin, Millham,
Steyer and Wehrly authorizing Landry to sign and file this Schedule 13D on each
person's behalf, which were filed with Amendment No. 2 to the Schedule 13D filed
with the Securities and Exchange Commission on July 16, 2003, by such Reporting
Persons with respect to the Common Stock of New World Restaurant Group, Inc.,
are hereby incorporated by reference. The Powers of Attorney executed by Ding
and Schrier authorizing Landry to sign and file this Schedule 13D on each
person's behalf, which were filed with Amendment No. 1 to the Schedule 13D filed
with the Securities and Exchange Commission on July 2, 2003, by such Reporting
Persons with respect to the Common Stock of Salix Pharmaceuticals, Ltd., are
hereby incorporated by reference. The Power of Attorney executed by Patel
authorizing Landry to sign and file this Schedule 13D on his behalf, which was
filed with Amendment No. 4 to the Schedule 13G filed with the Securities and
Exchange Commission on January 8, 2004, by such Reporting Person with respect to
the Common Stock of Catalytica Energy Systems, Inc., is hereby incorporated by
reference. The Powers of Attorney executed by Noonday G.P. (U.S.), L.L.C.,
Noonday Asset Management, L.P., Noonday Capital, L.L.C. and Cohen authorizing
Landry to sign and file this Schedule 13D on its or his behalf, which were filed
with Amendment No. 5 to the Schedule 13G filed with the Securities and Exchange
Commission on January 10, 2005, by such Reporting Persons with respect to the
Common Stock of Catalytica Energy Systems, Inc., are hereby incorporated by
reference. The Power of Attorney executed by Mittal authorizing Landry to sign
and file this Schedule 13D on his behalf, which was filed with Amendment No. 6
to the Schedule 13G filed with the Securities and Exchange Commission on October
5, 2005, by such Reporting Person with respect to the Common Stock of Catalytica
Energy Systems, Inc., is hereby incorporated by reference. The Power of Attorney
executed by Moment authorizing Landry to sign and file this Schedule 13D on his
behalf, which was filed with the Schedule 13D filed with the Securities and
Exchange Commission on January 9, 2006, by such Reporting Person with respect to
the Common Stock of Vintage Petroleum, Inc., is hereby incorporated by
reference. The Powers of Attorney executed by Noonday Asset Management LLP,
Noonday Capital Limited, Spokes, Giauque, Bane and Leone authorizing Landry to
sign and file this Schedule 13D on each person's behalf, which were filed with
the Schedule 13G filed with the Securities and Exchange Commission on August 21,
2006, by such Reporting Persons with respect to the 7 1/4 Cumulative Convertible
Preferred Stock of Metromedia International Group, Inc., are hereby incorporated
by reference.
Page 45 of 71 Pages
ANNEX 1
Set forth below with respect to the Noonday Sub-adviser Entities, the
Management Company and the Farallon General Partner is the following
information: (a) name; (b) address; (c) principal business; (d) state of
organization; and (e) controlling persons. Set forth below with respect to each
Individual Reporting Person is the following information: (a) name; (b) business
address; (c) principal occupation; and (d) citizenship.
1. The First Noonday US Sub-adviser
--------------------------------
(a) Noonday G.P. (U.S.), L.L.C.
(b) c/o Noonday Asset Management, L.P.
227 West Trade Street, Suite 2140
Charlotte, North Carolina 28202
(c) Serves as sub-investment adviser to investment funds and managed
accounts
(d) Delaware limited liability company
(e) Managing Members: David I. Cohen and Saurabh K. Mittal
2. The Second Noonday US Sub-adviser
---------------------------------
(a) Noonday Asset Management, L.P.
(b) 227 West Trade Street, Suite 2140
Charlotte, North Carolina 28202
(c) Serves as sub-investment adviser to investment funds and managed
accounts
(d) Delaware limited partnership
(e) General Partner: Noonday Capital, L.L.C., the Noonday US General
Partner
3. The Noonday US General Partner
------------------------------
(a) Noonday Capital, L.L.C.
(b) c/o Noonday Asset Management, L.P.
227 West Trade Street, Suite 2140
Charlotte, North Carolina 28202
(c) Serves as general partner of the Second Noonday Sub-adviser
(d) Delaware limited liability company
(e) Managing Members: David I. Cohen and Saurabh K. Mittal
4. The Noonday US Individual Reporting Persons
-------------------------------------------
David I. Cohen is a citizen of the United States. Saurabh K. Mittal is
a citizen of India. The business address of each of the Noonday US
Individual Reporting Persons is c/o Noonday Asset Management, L.P., 227
West Trade Street, Suite 2140, Charlotte, North Carolina 28202. The
principal occupation of each of the Noonday US Individual Reporting
Persons is serving as the managing member of both the First Noonday US
Sub-adviser and the Noonday US General Partner. The Noonday US
Individual Reporting Persons do not have
Page 46 of 71 Pages
any additional information to disclose with respect to Items 2-6 of the
Schedule 13D that is not already disclosed in the Schedule 13D.
5. The Noonday UK Sub-adviser
--------------------------
(a) Noonday Asset Management LLP
(b) Burdett House
15-16 Buckingham Street
London, United Kingdom WC2N 6DU
(c) Serves as sub-investment adviser to investment funds and managed
accounts
(d) Limited liability partnership incorporated in the United Kingdom
(e) Managing Members: Noonday Capital Limited (the Noonday UK
Senior Managing Member), Senior Managing Member; Andrew J.M.
Spokes, Nicolas Giauque, Lars E. Bane and Davide Leone,
Managing Members
6. The Noonday UK Senior Managing Member
-------------------------------------
(a) Noonday Capital Limited
(b) Burdett House
15-16 Buckingham Street
London, United Kingdom WC2N 6DU
(c) Serves as a managing member to the Noonday UK Sub-adviser
(d) Private company limited by shares organized in the United Kingdom
(e) Chairman: Andrew J.M. Spokes
7. The Noonday UK Individual Reporting Persons
-------------------------------------------
Andrew J.M. Spokes is a citizen of the United Kingdom. Nicolas Giauque
is a citizen of France. Lars E. Bane is a citizen of Sweden. Davide
Leone is a citizen of Italy. The business address of each of the
Noonday UK Individual Reporting Persons is c/o Noonday Asset Management
LLP, Burdett House, 15-16 Buckingham Street, London, United Kingdom
WC2N 6DU. The principal occupation of each of the Noonday UK Individual
Reporting Persons is serving as the managing member of the Noonday UK
Sub-adviser and with respect to Spokes, the Chairman of the Noonday UK
Senior Managing Member. The Noonday UK Individual Reporting Persons do
not have any additional information to disclose with respect to Items
2-6 of the Schedule 13D that is not already disclosed in the Schedule
13D.
8. The Management Company
----------------------
(a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Serves as investment adviser to various managed accounts
(d) Delaware limited liability company
Page 47 of 71 Pages
(e) Managing Members: Thomas F. Steyer, Senior Managing Member;
Chun R. Ding, William F. Duhamel, Alice F. Evarts, Richard B.
Fried, Monica R. Landry, William F. Mellin, Stephen L.
Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier,
Gregory S. Swart and Mark C. Wehrly, Managing Members.
9. The Farallon General Partner
----------------------------
(a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Serves as general partner to investment partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior Managing Member;
Chun R. Ding, William F. Duhamel, Alice F. Evarts, Richard B.
Fried, Monica R. Landry, William F. Mellin, Stephen L.
Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier,
Gregory S. Swart and Mark C. Wehrly, Managing Members.
10. Managing Members of the Management Company and the Farallon General
-----------------------------------------------------------------------
Partner
-------
Each of the managing members of the Management Company and the Farallon
General Partner other than Swart is a citizen of the United States.
Swart is a citizen of New Zealand. The business address of each of the
managing members of the Management Company and the Farallon General
Partner is c/o Farallon Capital Management, L.L.C., One Maritime Plaza,
Suite 1325, San Francisco, California 94111. The principal occupation
of Thomas F. Steyer is serving as senior managing member of both the
Management Company and the Farallon General Partner. The principal
occupation of each other managing member of the Management Company and
the Farallon General Partner is serving as a managing member of both
the Management Company and the Farallon General Partner. None of the
managing members of the Management Company and the Farallon General
Partner has any additional information to disclose with respect to
Items 2-6 of the Schedule 13D that is not already disclosed in the
Schedule 13D.
Page 48 of 71 Pages
EXHIBIT INDEX
EXHIBIT 1 Joint Acquisition Statement Pursuant to Section
240.13d-1(k)
EXHIBIT 2 Lock-up and Voting Agreement
Page 49 of 71 Pages
EXHIBIT 1
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
--------------------------------
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.
Dated: October 11, 2006
/s/ Monica R. Landry
----------------------------------------
NOONDAY CAPITAL, L.L.C.,
On its own behalf and as the General Partner of
NOONDAY ASSET MANAGEMENT, L.P.
By Monica R. Landry, Attorney-in-fact
/s/ Monica R. Landry
----------------------------------------
NOONDAY G.P. (U.S.), L.L.C.
By Monica R. Landry, Attorney-in-fact
/s/ Monica R. Landry
----------------------------------------
NOONDAY CAPITAL LIMITED,
On its own behalf
and as the Senior Managing Member of
NOONDAY ASSET MANAGEMENT LLP
By Monica R. Landry, Attorney-in-fact
Page 50 of 71 Pages
/s/ Monica R. Landry
----------------------------------------
FARALLON PARTNERS, L.L.C.,
On its own behalf,
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.,
and as the Managing Member of
NOONDAY CAPITAL PARTNERS, L.L.C.
By Monica R. Landry, Managing Member
/s/ Monica R. Landry
----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry, Managing Member
/s/ Monica R. Landry
----------------------------------------
Monica R. Landry, individually and as attorney-in-fact for
each of Lars E. Bane, David I. Cohen, Chun R. Ding, William F.
Duhamel, Richard B. Fried, Nicolas Giauque, Davide Leone, William
F. Mellin, Stephen L. Millham, Saurabh K. Mittal, Jason E. Moment,
Rajiv A. Patel, Derek C. Schrier, Andrew J.M. Spokes, Thomas F.
Steyer and Mark C. Wehrly
Page 51 of 71 Pages
EXHIBIT 2
to
SCHEDULE 13D
LOCK-UP AND VOTING AGREEMENT
This Lock-up and Voting Agreement, dated as of Ocober 1, 2006 (this
"Agreement"), is made and entered into by and between Metromedia International
Group, Inc., a Delaware corporation ("MIG"), and FARALLON CAPITAL PARTNERS,
L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS II, L.P., FARALLON CAPITAL INSTITUTIONAL PARTNERS III,
L.P., TINICUM PARTNERS, L.P., FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.,
NOONDAY CAPITAL PARTNERS, L.L.C., FARALLON CAPITAL OFFSHORE INVESTORS, INC. and
NOONDAY OFFSHORE, INC. (each, a "Farallon Consenting Preferred Stockholder" and
collectively, the "Farallon Consenting Preferred Stockholders"). MIG and each of
the Farallon Consenting Preferred Stockholders is referred to individually as a
"Party" and are referred to collectively as the "Parties."
RECITALS
WHEREAS, each of the Farallon Consenting Preferred Stockholders, as of the
date hereof, is the beneficial owner (and/or agent, advisor, affiliate, manager
or other authorized representative of the beneficial owner(s)) of, and has
voting power and dispositive power with respect to (i) the 7.25% Cumulative
Convertible Preferred Stock of MIG, par value $1.00 per share (the "Preferred
Stock"), and owns or controls the aggregate amount of Preferred Stock set forth
next to its name on Schedule I attached hereto (the rights evidenced by the
Preferred Stock owned by the Farallon Consenting Preferred Stockholders on the
date of this Agreement and any Preferred Stock acquired by any Farallon
Consenting Preferred Stockholder after the date of this Agreement are referred
to herein as the "Preferred Stock Interests") and (ii) the common stock of MIG
(the "Common Stock"), and owns or controls the aggregate amount of Common Stock
set forth next to its name on Schedule I attached hereto (the rights evidenced
by the Common Stock owned by the Farallon Consenting Preferred Stockholders on
the date of this Agreement and any Common Stock acquired by any Farallon
Consenting Preferred Stockholder after the date of this Agreement are referred
to herein as the "Common Stock Interests");
WHEREAS, MIG intends, subject to the terms and conditions of this
Agreement, to prepare and file a disclosure statement (the "Disclosure
Statement") and plan of reorganization (the "Plan") consistent with and to
implement the terms set forth in this Agreement and the term sheet attached
hereto as Exhibit "A" (the "Term Sheet") in a case (the "Chapter 11 Case") filed
under chapter 11 of title 11 of the United States Code, as amended (the
"Bankruptcy Code"), and MIG intends to use its reasonable best efforts to have
such Disclosure Statement approved and such Plan confirmed by the United
Page 52 of 71 Pages
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"),
in each case as expeditiously as possible under the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") following a
binding agreement to sell substantially all of its assets;
WHEREAS, in order to expedite the implementation of the Plan, each Farallon
Consenting Preferred Stockholder is prepared to commit, on the terms and subject
to the conditions of this Agreement and, when properly solicited to do so, to
vote its Preferred Stock Interests to accept the Plan.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, MIG and each
Farallon Consenting Preferred Stockholder hereby agrees as follows:
1. Agreement. MIG and the Farallon Consenting Preferred Stockholders, to
the extent permitted by applicable law, agree to the terms set forth in the Term
Sheet and this Agreement.
2. Voting.
2.1 So long as this Agreement shall remain in effect, each Farallon
Consenting Preferred Stockholder agrees that (i) when properly solicited to do
so, it shall timely vote its Preferred Stock Interests and Common Stock
Interests (and not revoke or withdraw such vote) to accept the Plan, in
accordance with the Term Sheet, subject to the terms herein, including the
provisions of Section 6 herein, provided that the terms of the Plan and
Disclosure Statement are in all material respects consistent with the terms set
forth in the Term Sheet, (ii) it shall not object to or otherwise commence any
proceeding to oppose or object to confirmation and consummation of the Plan
including, but not limited to, filing an involuntary chapter 11 case against
MIG, and (iii) it shall not vote its Preferred Stock Interests and Common Stock
Interests in favor of any other plan.
2.2 Notwithstanding the foregoing provisions, nothing in this Agreement
shall require the Farallon Consenting Preferred Stockholders to take any action
prohibited by the United States Bankruptcy Code, the Securities Act of 1933, as
amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), any rule or regulations thereunder or by other applicable
law or regulation or by any order or direction of any court or any federal or
state governmental authority.
2.3 It is agreed by and among MIG and the Farallon Consenting Preferred
Stockholders that the right of any or all of them to enforce the rights and
obligations under this Agreement shall not be abridged, modified or in any
manner affected by the commencement of a chapter 11 case against MIG.
2
Page 53 of 71 Pages
3. Restriction on Transfer/Obligations of Transferee. Each Farallon
Consenting Preferred Stockholder hereby agrees that, so long as this Agreement
shall remain in effect, it shall not sell, transfer or assign its Preferred
Stock or any option thereon or any right or interest (voting or otherwise)
therein, unless the transferee thereof agrees in writing to be bound by all the
terms of this Agreement by executing the transfer form attached hereto as
Exhibit "B" and the transferor promptly provides MIG with a copy thereof, in
which event MIG shall be deemed to have acknowledged that its obligations to the
Farallon Consenting Preferred Stockholder hereunder shall be deemed to
constitute obligations in favor of such transferee, and MIG shall confirm that
acknowledgement in writing (but the transferor need not wait for such
confirmation prior to consummating such transfer).
4. Company Agreements. MIG hereby agrees that it shall, following execution
of a binding agreement to sell substantially all of its assets, use its
reasonable efforts to have the Disclosure Statement approved by the Bankruptcy
Court, and thereafter to use its reasonable efforts to obtain an order of the
Bankruptcy Court confirming the Plan, in each case as expeditiously as possible
under the Bankruptcy Code and the Bankruptcy Rules, and consistent with the
terms and conditions set forth in the Term Sheet.
5. Support of the Plan. Subject to Section 14 of this Agreement, as long as
this Agreement remains in effect, each Farallon Consenting Preferred Stockholder
will, subject to the provisions of this Agreement, support and, when properly
solicited to do so, vote for the Plan. As long as this Agreement remains in
effect, each Farallon Consenting Preferred Stockholder, in any capacity, whether
as a holder of the Preferred Stock or other securities or claims against MIG,
shall not (a) oppose the chapter 11 filing; (b) object to confirmation of the
Plan or otherwise commence any proceeding to oppose or alter the Plan, (c) vote
for, consent to, support or participate in the formulation of any other plan of
reorganization or liquidation proposed or filed or to be proposed or filed in
any chapter 11 or chapter 7 case commenced in respect of MIG, (d) directly or
indirectly seek, solicit, support or encourage any other plan, sale, proposal or
offer of dissolution, winding up, liquidation, reorganization, merger or
restructuring of MIG or any of its subsidiaries that could reasonably be
expected to prevent, delay or impede the successful sale of substantially all of
MIG's assets and distribution of the proceeds of such sale as contemplated by
the Term Sheet or the Plan, (e) permit any of its subsidiaries, officers,
directors, employees, members, attorneys, advisors, agents or representatives
(collectively, any "Affiliate")(1) to, directly or indirectly, (i) solicit,
initiate or encourage the submission of any other plan, (ii) enter into any
agreement with respect to any other plan, or (iii) participate in any
discussions or negotiations regarding, or furnish to any person any information,
with respect to, or take any other action to facilitate any inquiries or the
making of any proposal that constitutes, or may be reasonably expected to lead
to, any plan other than the Plan, (f) object to the Disclosure Statement or the
solicitation of
--------
(1) It is acknowledged by both parties that a person or entity having an
investment in a Farallon Consenting Preferred Holder will not be deemed an
"Affiliate".
3
Page 54 of 71 Pages
acceptances to the Plan, or (g) take any action, directly or indirectly, with
respect to MIG, any of its subsidiaries or otherwise that is inconsistent with,
or that would delay confirmation of, the Plan. Without limiting the foregoing,
it is understood that any violation of the restrictions set forth in the
preceding sentence by any Farallon Consenting Preferred Stockholder or any
Affiliate, whether or not such Affiliate is purporting to act on behalf of such
Farallon Consenting Preferred Stockholder, shall be deemed to be a material
breach of this Agreement by such Farallon Consenting Preferred Stockholder.
6. Acknowledgement. This Agreement is not and shall not be deemed to be a
solicitation for consents to the Plan. The acceptance of the Farallon Consenting
Preferred Stockholder will not be solicited until the Farallon Consenting
Preferred Stockholder shall have received the Disclosure Statement and related
ballot, as approved by the Bankruptcy Court.
7. Termination of Agreement. Each Farallon Consenting Preferred Stockholder
may terminate its obligations hereunder, and may rescind its vote on the Plan
(which vote shall be null and void and have no further force and effect) if one
of the following termination events occurs:
(a) MIG shall not have (i) commenced the Chapter 11 Case on or before
December 31, 2006 (such date of commencement, the "Petition Date") or (ii) filed
a Plan consistent in all material respects with the Term Sheet and Disclosure
Statement relating thereto with the Bankruptcy Court on or before five (5) days
after the Petition Date, or such later date as MIG and the holders of Preferred
Stock who are a party to a lock-up and voting agreement with respect to the
distributions contemplated by the Term Sheet with the Company representing a
majority of Preferred Stock held by such holders shall mutually agree;
(b) MIG shall file with the Bankruptcy Court a plan of reorganization,
or an amendment to the plan of reorganization, that is materially inconsistent
with the Term Sheet; provided, however, that the Farallon Consenting Preferred
Stockholder shall give MIG no less than five (5) business days' notice in order
to provide MIG an opportunity to cure any such inconsistency;
(c) The Plan shall not have been confirmed by the Bankruptcy Court on
or before October 1, 2007; provided, however, that with respect to this Section
7(c) of this Agreement, such date shall be extended, on a daily basis, so long
as (i) a hearing to consider confirmation of the Plan has commenced and is
continuing and (ii) the Company is using its best efforts to obtain an order of
the Bankruptcy Court confirming the Plan; provided, further, however that such
date shall not be extended beyond August 31, 2008 without the consent of such
Farallon Consenting Preferred Stockholder;
(d) MIG publicly announces that it is no longer actively engaged in
discussions or negotiations in respect of a sale transaction involving the sale
4
Page 55 of 71 Pages
of all or substantially all of its assets (whether by merger, stock sale, asset
sale or other form of transaction); it being understood and agreed that MIG is
hereby covenanting that it shall, in its reasonable judgment, determine if the
foregoing set of circumstances exists, and, if so, issue a press release to such
effect no later than 48 hours after making such determination;
(e) The Chapter 11 Case shall have been dismissed or converted to a
case under Chapter 7 of the Bankruptcy Code;
(f) An occurrence of whatever nature that results in the material
impairment of the ability of (x) MIG to perform its material obligations under
the Plan or Term Sheet or (y) the Farallon Consenting Preferred Stockholder to
realize the material benefits intended to be provided to the Farallon Consenting
Preferred Stockholder under the Plan;
(g) MIG shall have made or engaged in any act or omissions that is
inconsistent with the Term Sheet;
(h) A Chapter 11 trustee shall have been appointed for MIG pursuant to
section 1104 of the Bankruptcy Code; or
(i) Following the Effective Date, if a sufficient number of holders of
Preferred Stock either rescind their vote in favor of the Plan or terminate
their obligations under substantially similar voting agreements in accordance
with their terms so that a Required Consent (as defined in Section 10 below)
ceases to be bound (and MIG shall promptly inform the Farallon Consenting
Preferred Stockholders of such event).
8. Additional Payments. If, prior to April 1, 2007, each Farallon
Consenting Preferred Stockholder has not received sixty-eight dollars ($68.00)
in cash for each share of Preferred Stock payable to it in accordance with the
Term Sheet, such Farallon Consenting Preferred Stockholder shall, from and after
such date, be entitled to receive additional amounts for each share of its
Preferred Stock equal to an annual rate of five percent (5 %) on the difference
between (a) sixty-eight dollars ($68.00) and (b) any amounts received, in cash
pursuant to the Term Sheet, for such share of Preferred Stock prior to April 1,
2007. As of July 1, 2007, such annual rate shall increase and such Farallon
Consenting Preferred Stockholder shall be entitled to receive additional amounts
equal to an annual rate of seven and a quarter percent (7.25 %) on the
difference, if any, between (a) sixty-eight dollars ($68.00) and (b) any amounts
received, in cash pursuant to the Term Sheet, for such share of Preferred Stock
prior to July 1, 2007.
9. Good Faith Negotiation of Documents. Each Party hereby further covenants
and agrees to negotiate the definitive documents relating to the Plan in good
faith, in any event, in all respects consistent with the Term Sheet.
10. Effectiveness. This Agreement shall not become effective and binding on
the parties hereto unless and until: (i) MIG has entered into substantially
similar agreements with entities or persons holding in the aggregate (together
with the
5
Page 56 of 71 Pages
holdings of the Farallon Consenting Preferred Stockholders) at least sixty-seven
percent of the issued and outstanding shares of Preferred Stock (the "Required
Consent"), (ii) a fully executed letter of intent has been entered into between
MIG and a buyer for the sale of substantially all of the assets of MIG and (iii)
MIG has informed the Farallon Consenting Preferred Stockholders in writing that
the conditions set forth in clauses (i) and (ii) above have been satisfied (the
date the conditions set forth in clauses (i), (ii) and (iii) above are satisfied
being referred to herein as the "Effective Date"). If the Effective Date has not
occurred on or before October 6, 2006, each Farallon Consenting Preferred
Stockholder may withdraw its signature page hereto and its agreement to be bound
hereunder, and the Parties agree that this Agreement shall be deemed to have
never come into effect.
11. Representations and Warranties by MIG. MIG represents and warrants to
each Farallon Consenting Preferred Stockholder that the following statements are
true, correct and complete as of the date hereof:
(a) Corporate Power and Authority. MIG has all requisite corporate
power and authority to enter into this Agreement and to carry out the
transactions contemplated by, and perform its obligations under, this Agreement.
(b) Authorization. The execution and delivery of this Agreement and the
performance of its obligations hereunder have been duly authorized by all
necessary corporate action on its part.
(c) No Conflicts. The execution, delivery and performance by MIG of
this Agreement does not and shall not (i) violate any provision of law, rule,
regulation, injunction or court order applicable to MIG or any of its
subsidiaries or its certificate of incorporation or bylaws or other
organizational documents or those of any of its subsidiaries, or (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any material contractual obligation to which it or any of
its subsidiaries is a party.
(d) Governmental Consents. The execution, delivery and performance by
MIG of this Agreement does not and shall not require any registration or filing
with, other than potentially filing a form 8K by MIG, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body, other than the approval of the
Bankruptcy Court.
(e) Binding Obligation. Subject to the provisions of sections 1125 and
1126 of the Bankruptcy Code, this Agreement is the legally valid and binding
obligation of MIG, enforceable against it in accordance with its terms, except
to the extent that enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws relating to the rights of a
creditor against a debtor, or by equitable principles relating to
enforceability.
6
Page 57 of 71 Pages
12. Representations and Warranties by Farallon Consenting Preferred
Stockholders. Each Farallon Consenting Preferred Stockholder, severally and not
jointly, with respect to itself only, represents and warrants to MIG that the
following statements are true, correct and complete as of the date hereof:
(a) Beneficial Ownership. As of the date hereof, such Farallon
Consenting Preferred Stockholder is the beneficial owner (and/or agent, advisor,
affiliate, manager or other authorized representative of the beneficial
owner(s)) of and has voting power and dispositive power with respect to, the
number of shares of Preferred Stock and Common Stock set forth next to such
Farallon Consenting Preferred Stockholder's name on Schedule I attached hereto,
and owns or controls such shares.
(b) Corporate Power and Authority. Such Farallon Consenting Preferred
Stockholder has all requisite corporate, partnership or Limited Liability
Company power and authority to enter into this Agreement and to carry out the
transactions contemplated by, and perform its obligations under, this Agreement.
(c) Authorization. The execution and delivery of this Agreement and the
performance of its obligations hereunder have been duly authorized by all
necessary corporate, partnership or Limited Liability Company action on its
part.
(d) No Conflicts. The execution, delivery and performance by such
Farallon Consenting Preferred Stockholder of this Agreement does not and shall
not (i) violate any provision of law, rule or regulation applicable to such
Farallon Consenting Preferred Stockholder or any of its subsidiaries or its
certificate of incorporation or bylaws or other organizational documents or
those of any of its subsidiaries, or (ii) conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any
material contractual obligation to which it or any of its subsidiaries is a
party.
(e) Governmental Consents. The execution, delivery and performance by
such Farallon Consenting Preferred Stockholder of this Agreement does not and
shall not require any registration or filing with, other than potentially filing
a 13D (individually or as a member of a group holding more than 5% of the
Preferred Stock), consent or approval of, or notice to, or other action to, with
or by, any federal, state or other governmental authority or regulatory body.
(f) Binding Obligation. Subject to the provisions of sections 1125 and
1126 of the Bankruptcy Code, this Agreement is the legally valid and binding
obligation of such Farallon Consenting Preferred Stockholder, enforceable
against it in accordance with its terms, except to the extent that enforcement
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws relating to the rights of a creditor against a debtor, or by
equitable principles relating to enforceability.
7
Page 58 of 71 Pages
13. Further Acquisition of Interests. This Agreement shall in no way be
construed to preclude a Farallon Consenting Preferred Stockholder from acquiring
additional Preferred Stock Interests or Common Stock Interests. However, any
such additional Preferred Stock Interests or Common Stock Interests so acquired
shall automatically be deemed to be subject to the terms of this Agreement.
14. Amendments. This Agreement may not be modified, amended or supplemented
without the prior written consent of MIG and each of the Farallon Consenting
Preferred Stockholders.
15. Impact of Appointment to Equity Security Holders' Committee. If any
equity security holders' committee is appointed by the United States Trustee in
the Chapter 11 Case and the United States Trustee appoints one or more of the
Farallon Consenting Preferred Stockholders to be a member of such equity
security holders' committee pursuant to section 1102 of the Bankruptcy Code,
then the fact of such service on such equity security holders' committee shall
not otherwise affect the continuing obligations of the Farallon Consenting
Preferred Stockholders under this Agreement or the validity or enforceability of
this Agreement; provided, however, that nothing contained herein shall prevent
any such Farallon Consenting Preferred Stockholder, in its capacity as a member
of such equity committee, from acting in a manner consistent with its fiduciary
duties as a member of such equity security holders' committee even if such
action is inconsistent with this Agreement and the Term Sheet.
16. Disclosure of Farallon Consenting Preferred Stockholder. Unless
required by applicable law or regulation, MIG shall not disclose any Farallon
Consenting Preferred Stockholder's holdings of Preferred Stock Interests or
Common Stock Interests without the prior written consent of the Farallon
Consenting Preferred Stockholder; and if such announcement or disclosure is so
required by law or regulation, MIG shall afford the Farallon Consenting
Preferred Stockholder a reasonable opportunity to review and comment upon any
such announcement or disclosure prior to MIG's making such announcement or
disclosure. The foregoing shall not prohibit MIG from disclosing the approximate
aggregate holdings of Preferred Stock Interests or Common Stock Interests by the
Farallon Consenting Preferred Stockholders as a group together with the holdings
of any other holders of Preferred Stock that sign substantially similar
agreements.
17. Governing Law and Jurisdiction. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
regard to any conflicts of law provision which would require the application of
the law of any other jurisdiction. By its execution and delivery of this
Agreement, each of the Parties hereto hereby irrevocably and unconditionally
agrees for itself that any legal action, suit or proceeding against it with
respect to any matter under or arising out of or in connection with this
Agreement or for recognition or enforcement of any judgment rendered in any such
action, suit or proceeding, may be brought in the United States District Court
for the District of Delaware. By execution and delivery of this Agreement, each
of the Parties hereto hereby irrevocably accepts and submits itself to the
nonexclusive jurisdiction of such court, generally and unconditionally, with
respect to
8
Page 59 of 71 Pages
any such action, suit or proceeding. Notwithstanding the foregoing consent to
Delaware jurisdiction, upon the commencement of the Chapter 11 Case, each of the
Parties hereto hereby agrees that the Bankruptcy Court shall have exclusive
jurisdiction of all matters arising out of or in connection with this Agreement.
18. Specific Performance. It is understood and agreed by each of the
Parties hereto that money damages would not be a sufficient remedy for any
breach of this Agreement by any Party and each non-breaching Party shall be
entitled to specific performance and injunctive or other equitable relief as a
remedy of any such breach.
19. Headings. The headings of the sections, paragraphs and subsections of
this Agreement are inserted for convenience only and shall not affect the
interpretation hereof.
20. Successors and Assigns. This Agreement is intended to bind and inure to
the benefit of the Parties and their respective successors, assigns, heirs,
executors, administrators and representatives. Except as set forth herein (and
other than in connection with a transfer of Preferred Stock Interests or Common
Stock Interests by a Farallon Consenting Preferred Stockholder to one or more
funds or accounts managed by Noonday Asset Management LLP or any entity owned
directly or indirectly by one or more such funds or accounts), including without
limitation paragraph 3 hereof, no Party may assign any of its rights or
obligations hereunder without the prior consent of all other Parties.
21. Prior Negotiations. This Agreement and the Term Sheet supersede all
prior negotiations with respect to the subject matter hereof.
22. Counterparts. This Agreement may be executed in one or more
counterparts, any one of which need not contain the signature of more than one
Party, each of which shall be deemed an original, and all of which shall
constitute one and the same Agreement. This Agreement may be executed by
facsimile signatures.
23. No Third-Party Beneficiaries. Unless expressly stated herein, this
Agreement shall be solely for the benefit of the Parties hereto and no other
person or entity shall be a third-party beneficiary hereof.
24. Consideration. It is hereby acknowledged by the Parties hereto that no
consideration shall be due or paid to the Farallon Consenting Preferred
Stockholders for their agreement to vote to accept the Plan in accordance with
the terms and conditions of this Agreement other than MIG's agreement to use its
best efforts to obtain approval of the Disclosure Statement and best efforts to
confirm the Plan in accordance with the terms and conditions of this Agreement.
25. No Waiver of Participation and Reservation of Rights. Except as
expressly provided in this Agreement, nothing contained herein is intended to,
or does, in any manner waive, limit, impair or restrict the ability of any
Farallon Consenting Preferred Stockholder to protect or preserve its rights,
remedies and interests, including,
9
Page 60 of 71 Pages
without limitation, its interests and claims against MIG or its full
participation in any case filed by or against MIG under the Bankruptcy Code. If
the transactions contemplated by this Agreement, including, without limitation,
the Plan, are not consummated, or if this Agreement is terminated for any
reason, then the Farallon Consenting Preferred Stockholders, as well as the
other parties hereto, fully reserve any and all of their rights, remedies,
interests and claims against the other parties hereto.
26. Several Obligations. The obligations and agreements of each Farallon
Consenting Preferred Stockholder under this Agreement shall be several and not
joint.
27. Disclosure Obligation. The Company hereby agrees to file a Form 8-K
with the Securities and Exchange Commission disclosing the material terms of
this Agreement and the Term Sheet no later than October 6, 2006. If the Company
fails to make such filing by such date, the Company agrees that the Farallon
Consenting Preferred Stockholders may disclose such terms in, and/or attach this
Agreement and the Term Sheet to, a 13D filing.
10
Page 61 of 71 Pages
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed and delivered by its duly authorized officer as of the date first above
written.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ Harold F. Pyle
--------------------------------
Name: Harold F. Pyle
Title: CFO
/s/ Mark C. Wehrly
----------------------------------------
FARALLON PARTNERS, L.L.C.,
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.,
and as the Managing Member of
NOONDAY CAPITAL PARTNERS, L.L.C.
By Mark C. Wehrly, Managing Member
/s/ Mark C. Wehrly
----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.,
as the Agent and Attory-in-fact of
FARALLON CAPITAL OFFSHORE INVESTORS, INC.
and NOONDAY OFFSHORE, INC.
By Mark C. Wehrly, Managing Member
Aggregate number of shares of Preferred Stock beneficially
owned by the Farallon Consenting Preferred Stockholders:
542,560
11
Page 62 of 71 Pages
Aggregate number of shares of Common Stock beneficially
owned by the Farallon Consenting Preferred Stockholders:
1,330,000
12
Page 63 of 71 Pages
SCHEDULE I
Farallon Consenting Preferred Stockholder Preferred Stock Common Stock
----------------------------------------- --------------- -------------
FARALLON CAPITAL PARTNERS, L.P. 108,800 298,400
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. 84,200 155,000
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. 6,600 11,600
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P . 19,400 20,800
TINICUM PARTNERS, L.P. 2,700 4,400
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. 84,029 236,500
NOONDAY CAPITAL PARTNERS, L.L.C. 11,700 19,800
FARALLON CAPITAL OFFSHORE INVESTORS, INC. 201,631 532,700
NOONDAY OFFSHORE, INC. 23,500 50,800
13
Page 64 of 71 Pages
EXHIBIT A
---------
THIS OUTLINE IS NOT AN OFFER WITH RESPECT TO
ANY SECURITIES OR SOLICITATION OF ACCEPTANCES
OF A CHAPTER 11 PLAN. SUCH OFFER OR SOLICITATION
ONLY WILL BE MADE IN COMPLIANCE WITH
ALL APPLICABLE SECURITIES LAWS AND/OR
PROVISIONS OF THE BANKRUPTCY CODE
METROMEDIA INTERNATIONAL GROUP, INC.
PRELIMINARY OUTLINE OF
PRINCIPAL TERMS OF CHAPTER 11 PLAN
This outline describes certain of the principal terms of a proposed prearranged
chapter 11 plan (the "Plan") under 11 U.S.C. ss.ss. 101 et seq. (the "Bankruptcy
Code") for Metromedia International Group, Inc., a Delaware corporation (the
"Company"). The Company intends to file for chapter 11 in the United States
Bankruptcy Court for the District of Delaware (the "Chapter 11 Case"). The
purpose of the chapter 11 filing is to effectuate a sale of substantially all of
the Company's assets and to distribute the proceeds of such sale in the most
efficient and timely manner (the "Proposed Transaction"). The Proposed
Transaction is subject in all respects to, among other things, definitive
documentation, including the Plan, appropriate disclosure materials and related
documents. The Proposed Transaction is also subject to the agreement of the
Company's major preferred shareholders and entry into appropriate lock-up
arrangements with those entities.
Sale of Assets:
--------------
The Company intends to sell substantially all of its assets in
the Chapter 11 Case pursuant to section 363 of the Bankruptcy Code (the "363
Sale"). The Company intends to negotiate and execute a sale agreement
immediately prior to filing for chapter 11 and seek approval of the 363 Sale as
soon as reasonably practicable after the Chapter 11 filing. Once the 363 Sale is
approved and consummated, the Company will hold the proceeds of such sale
pending confirmation of the Plan.
Chapter 11 Plan
---------------
Pursuant to the Plan, claims against, and equity interests in,
the Company shall be organized into the following classes. Claims and equity
interests in each such
Page 65 of 71 Pages
class will be satisfied by delivery of the consideration as set forth below on
the effective date of the Plan.(2)
Administrative Expense Claims.......On the Effective Date, each allowed
administrative expense claim shall be paid,
in full, in cash or upon such other terms as
the Company and holder thereof may agree.
Priority Claims (including
tax claims) ...........On the Effective Date, each allowed priority
claim shall be paid, in full, in cash or
upon such other terms as the Company and
holder thereof may agree.
Secured Claims......................On the Effective Date, each holder of an
allowed secured claim shall, at the sole
election of the Company, (a) be paid in
full, in cash, or (b) otherwise be rendered
unimpaired.
Unsecured Claims....................On the Effective Date, each holder of an
allowed unsecured claim shall be paid, in
full, in cash or upon such other terms and
the Company and holder thereof may agree.
Preferred Stock.....................On the Effective Date, each holder of
preferred stock, that was issued and
outstanding on or prior to the Effective
Date, shall receive the following
consideration: (A) If the net sales proceeds
after allowed claim payments and payments of
all costs and expenses associated with the
sale and the Chapter 11 case (including, but
not limited to: (i) payments of or, in the
case of disputed claims or expenses,
reserves for, all administrative expense
claims, priority tax claims, secured claims
and general unsecured claims; (ii) necessary
reserves for the final liquidation of the
Company and its subsidiaries); (iii)
professional fees; and (iv) taxes
--------
(2) The "Effective Date" shall mean the first business day ten (10) days
following the entry of a final order confirming the Plan.
2
Page 66 of 71 Pages
arising out of the sale of assets), plus any
cash on hand and the proceeds of the
liquidation of any other of the Company's
assets (the "Net Distributable
Consideration") is $420 million or less, $68
in cash for each share of preferred stock.
If the Net Distributable Consideration is
above $420 million, $68 in cash for each
share of preferred stock, plus their pro
rata share in cash of 50% of the Net
Distributable Consideration above $420
million until each holder receives the full
amount of all accrued and unpaid dividends
payable on the preferred stock as of the
date of the chapter 11 filing ("Payment in
Full"). After each holder receives Payment
in Full, plus any Additional Amounts due and
owing, they will also receive their pro rata
share in cash of 20% of all remaining Net
Distributable Consideration.
- and -
(B) If, prior to April 1, 2007, holders of
Preferred Stock have not received $68.00 in
cash payable to them in accordance with the
Term Sheet, the holders of Preferred Stock
shall, from and after such date, be entitled
to receive additional amounts equal to an
annual rate of five percent (5 %) on the
difference between (a) $68.00 and (b) any
amounts received, in cash pursuant to the
Term Sheet, prior to April 1, 2007. As of
July 1, 2007, such annual rate shall
increase and the holders of Preferred Stock
shall, be entitled to receive additional
amounts equal to an annual rate of seven and
a quarter percent (7.25 %) on the
difference, if any, between (a) $68.00 and
(b) any amounts received, in cash pursuant
to the Term Sheet, prior to July 1, 2007.
Any amounts received pursuant to this
section shall be deemed the "Additional
Amounts."
Common Stock........................On the Effective Date, each holder of
existing common stock shall receive the
following consideration: If the Net
Distributable Consideration is $420 million
or less, their pro rata share of the
remaining Net Distributable Consideration
after payment of $68 in cash for each share
of existing preferred stock, plus any
Additional Amounts due and owing. If the Net
3
Page 67 of 71 Pages
Distributable Consideration is above $420
million, in addition to receiving the
amounts described above, their pro rata
share of 50% of the Net Distributable
Consideration above $420 million and, after
Payment in Full, plus any Additional Amounts
due and owing, their pro rata share of 80%
of any remaining Net Distributable
Consideration.
Tax Treatment.......................The Company represents and warrants that
after consummation of the sale of
substantially all of its assets, it will
have no earnings and profits as defined for
United States federal income tax purposes.
Further, the Company covenants that
information reporting and withholding shall
be made in accordance with this
representation and warranty.
Releases............................The Plan shall provide for releases from the
Company and the reorganized Company for the
benefit of all (i) current and former
directors and officers, and (ii) holders of
Preferred Stock. In addition, all
indemnification provisions currently in
place for current and former directors and
officers (whether in the company's bylaws,
contractual or otherwise) shall survive
confirmation of the Plan and shall not be
impaired thereby.
D&O Insurance.......................The Company shall purchase a 6 year tail
policy covering claims against the Company's
current and former officers and directors.
Fees/Expenses.......................Counsel to Zazove Associates shall be
reimbursed by the Company for all reasonable
documented fees and expenses incurred on
behalf of the Preferred Stockholders with
respect to the Proposed Transaction and
Chapter 11 Case. If Zazove Associates'
counsel acts as counsel to the Farallon
Consenting Preferred Stockholders prior to
the filing of the Chapter 11 Case, the
Company shall likewise pay all of its
reasonable documented
4
Page 68 of 71 Pages
fees and expenses. In the Chapter 11 Case,
the Company shall support a motion under
Section 503(b) of the Bankruptcy Code for
allowance and payment of fees and expenses
for Zazove Associates' counsel whether they
are acting for Zazove Associates or the
Farallon Consenting Preferred Stockholders.
Transaction Bonus...................The Company's management shall not receive a
bonus (or additional compensation) in
connection with the Proposed Transaction
until the Preferred Stockholders receive at
least $68.00, in cash, per Share of
Preferred Stock.
The terms set forth in this outline are part of a comprehensive compromise, each
element of which is an integral aspect of the Proposed Transaction and, as such,
are non-severable. This outline of principal terms is being provided on a
confidential basis, and is entitled to protection from any use or disclosure to
any party or person pursuant to the terms of the confidentiality arrangements
between the Company and the holders of Preferred Stock Interests.
5
Page 69 of 71 Pages
EXHIBIT B
---------
Re: Issuer: Metromedia International Group, Inc.
Securities: 7.25% Cumulative Convertible Preferred Stock
CUSIP No.: _________________
Amount of Shares: ____________
Seller: ______________________
Buyer: _____________________
Trade Date: _________________
Reference is made to the transaction identified above. In
connection therewith, Buyer represents, warrants, acknowledges and agrees as
follows:
1. In connection with its ownership of the Securities, Seller is a
party to a certain Lock-Up and Voting Agreement, dated as of ____, 2006
(the "Lock-Up Agreement"), pursuant to which Seller agreed to support
and when properly solicited to do so vote in favor of a Chapter 11 plan
or reorganization for the Issuer consistent with the terms of a certain
Term Sheet. A copy of the form of Lock-Up Agreement, with exhibits
thereto, executed by Seller is annexed hereto as Exhibit A.
2. Section 3 of the Lock-Up Agreement provides that Seller may not
Transfer (as defined therein) the Securities unless the transferee
agrees to be bound by the terms of the Lock-Up Agreement as if such
transferee had originally executed the Lock-Up Agreement.
3. As a condition to Seller's agreement to sell the Securities to
Buyer, Buyer agrees to be bound by all of the terms and conditions of
the Lock-Up Agreement as if it was a party thereto, including, without
limitation, Section 3 thereof.
4. Buyer represents and warrants to Seller that it is purchasing the
Securities for its own account as principal and is not acting as a
broker in connection with the transaction identified above.
5. Buyer agrees to indemnify, defend and hold Seller and its officers,
directors, employees, agents, partners and controlling persons
(collectively, the "Seller Indemnitees") harmless from and against any
and all expenses, losses, claims, damages and liabilities which are
incurred by or threatened against the Seller Indemnitees or any of them
including, without limitation, reasonable attorneys' fees and expenses,
caused by or in any way resulting from, relating to or in connection
with Buyer's breach of any of its representations, warranties or
agreements set forth in this Agreement.
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6. The person executing this Agreement on behalf of the Seller
represents and warrants that it has been duly authorized and empowered
to execute and deliver this Agreement on behalf of the Seller.
7. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to its conflict
of laws provision.
Dated: __________
[SELLER]
By:________________________
Name:
Title:
[BUYER]
By:________________________
Name:
Title:
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