CKX - FX Luxury Realty

CKX, Inc (CKXE)
Management-led Buyout - Subsidiary Spin-off

Summary

Real estate development company to take entertainment content company private

$13.75 per CKXE share plus a share of FX stock for each share held

FX plans to utilize CKX's assets in Elvis Presley and Muhammad Ali assets; licensing agreements in works
CKX acquired 50% of FX for $100mm on 6.01.07

CKXEstock chart

Announced 6.01.07

Developments

Class action complaint 7.18.07
Amendment to agreement and plan of merger 8.01.07
Shareholders to receive additional shares of FX 9.28.07

Form 8-K

Advisors

Financial

Special committee: Houlihan Lokey
FX: Credit Suisse

Legal

CKX: Reed Smith / Greenberg Traurig
FX: Paul Hastings

Merger Agreement

General

EDGAR filing

Amendment #2 9.27.07
Amendment #3 1.24.08

Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions

1.1 Definitions
1.2 Terms Generally

Article II The Merger

2.1 The Merger
2.2 Conversion of Securities
2.3 Payment of Consideration for Merger Shares and
Preferred Shares
2.4 Treatment of Options and Warrants

Article III The Surviving Corporation

3.1 Certificate of Incorporation
3.2 Bylaws
3.3 Directors and officers

Article IV Company Reps

4.1 Corporate Existence and Power
4.2 Corporate Authorization; Company Fairness Opinion
4.3 Governmental Authorization
4.4 Capitalization
4.5 Reports and Financial Statements
4.6 Disclosure Documents
4.7 Finders Fees

Article V Parent and Merger Sub Reps

5.1 Corporate Existence and Power
5.2 Corporate Authorization
5.3 Governmental Authorization
5.4 Non-contravention
5.5 Disclosure Documents
5.6 Finders Fees
5.7 Solvency of the Company Following Completion of the
Merger
5.8 Management Agreements

Article VI Covenants

6.1 Conduct of the Company and Subsidiaries
6.2 Stockholder Meeting; Proxy Materials and other SEC
Filings
6.3 Access to Information
6.4 Financing
6.5 Solicitation
6.6 Rule 16b-3
6.7 Director and Officer Liability
6.8 Commercially Reasonable Efforts
6.9 Certain Filings
6.10 Public Announcements
6.11 Further Assurances
6.12 Notices of Certain Events
6.13 Disposition of Litigation
6.14 Employee Matters
6.15 Control of Operations
6.16 Resignations

Article VII Conditions to the Merger

7.1 Each Party
7.2 Parent and Merger Sub
7.3 Company

Article VIII Termination

8.1 Termination
8.2 Termination Fee
8.3 Effect of Termination

Article IX Miscellaneous

9.1 Notices
9.2 Survival
9.3 Amendments; No Waivers
9.4 Expenses
9.5 Successors and Assigns
9.6 Governing Law
9.7 Counterparts; Effectiveness; Third Party Beneficiaries
9.8 Severability
9.9 Specific Performance
9.10 Entire Agreement
9.11 Jurisdiction
9.12 Authorship
9.13 Limited Payment Guarantee

Other Agreements

Repurchase agreement

Amendment 6.19.07
Amendment #2 9.27.07

Membership interest purchase agreement

Amendment 6.19.07

Management cooperation agreement

Amendment #2 9.27.07

Proxy Solicitation

Preliminary proxy statement 1.24.08

Table of contents

Deal Protection

No shop covenant

45-day "go shop" provision

Merger agreement 6.5

Break-up fee

$10mm, plus out-of-pocket expenses
Agreement 8.2

Regulatory Approvals

HSR Act

Merger agreement 6.9

Fairness Opinion

HLHZ fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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