24. (EXPENSES) INCOME ASSOCIATED WITH THE TERMINATED MERGER AND RELATED LITIGATION
ÌýÌýÌýÌýÌýÌýÌýÌýTotal (expenses) income associated with the Terminated Merger and related litigation were as follows (dollars in millions):
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DecemberÌý31, |
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Ìý
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2011 |
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2010 |
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2009 |
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Gain recognized pursuant to the Texas Bank Litigation Settlement Agreement
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$ |
� |
Ìý |
$ |
� |
Ìý |
$ |
868 |
Ìý |
Directors' fees
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Ìý |
Ìý |
� |
Ìý |
Ìý |
(3 |
) |
Ìý |
� |
Ìý |
Legal fees and other
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Ìý |
� |
Ìý |
Ìý |
(1 |
) |
Ìý |
(33 |
) |
Ìý |
Ìý |
Ìý |
Ìý |
Ìý |
Ìý |
Ìý |
Ìý |
Total (expenses) income
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$ |
� |
Ìý |
$ |
(4 |
) |
$ |
835 |
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ÌýÌýÌýÌýÌýÌýÌýÌýOn JulyÌý12, 2007, we entered into an agreement and plan of merger with Hexion (the "Hexion Merger Agreement"). On JuneÌý18, 2008, Hexion, Apollo and certain of their affiliates filed an action in Delaware Chancery Court seeking to terminate the Hexion Merger. We countersued Hexion and Apollo in the Delaware Chancery Court and filed a separate action against Apollo and certain of its affiliates in the District Court of Montgomery County, Texas. On DecemberÌý13, 2008, we terminated the Hexion Merger Agreement and, on DecemberÌý14, 2008, we entered into the Apollo Settlement Agreement to settle the Terminated Merger-related litigation and certain other related matters. Pursuant to the Apollo Settlement Agreement, Hexion and certain Apollo affiliates have paid us an aggregate of $1Ìýbillion.
ÌýÌýÌýÌýÌýÌýÌýÌýOn SeptemberÌý30, 2008, we filed suit in the 9thÌýJudicial District Court in Montgomery County, Texas against the banks that had entered into a commitment letter to provide funding for the Hexion Merger. On JuneÌý22, 2009, we entered into the Texas Bank Litigation Settlement Agreement with such banks. This litigation was dismissed with prejudice on JuneÌý23, 2009. In accordance with the Texas Bank Litigation Settlement Agreement, the banks paid us a cash payment of $632Ìýmillion, purchased the $600Ìýmillion aggregate principal amount 5.5% 2016 Senior Notes from ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International, and provided ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International with Term Loan C in the principal amount of $500Ìýmillion. The 2016 Senior Notes and Term Loan C borrowings were at favorable rates to us and were recorded at a combined fair value of $864Ìýmillion. Accordingly, we recognized a gain of $868Ìýmillion in connection with the Texas Bank Litigation Settlement Agreement. On SeptemberÌý21, 2010, the Board of Directors approved bonuses totaling $3Ìýmillion to certain members of the Board of Directors, upon the recommendation of an independent committee of the Board of Directors, for their efforts in connection with the litigation with Hexion and Apollo following the Terminated Merger.
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