Announced 03/12/13
Entertainment Publications, LLC
Bankruptcy
Entertainment Publications, LLC filed a voluntary petition for liquidation under Chapter 7 in the US Bankruptcy Court for the District of Delaware on March 12, 2013. The debtor listed assets of $13.81 million and liabilities of $52.09 million. The main unsecured creditors were JMBP, Inc., MH Equity Investors, R. R. Donnelley Receivables, Inc., Pine Valley Foods, Inc., Walgreen Co., American Customer Care, Inc., Alorica Inc., Commission Junction, Inc., Avalara, Inc., ... and PBM Graphics, Inc. The debtor is represented by Christopher A. Ward and Justin K. Edelson of Polsinelli Shughart PC as its legal counsels. Charles M. Forman of Forman Holt Eliades & Youngman LLC has been appointed as the Chapter 7 case trustee. The trustee retained Brian P. Morgan, Howard A. Cohen, and Robert K. Malone of Drinker Biddle & Reath LLP and Kim R. Lynch of Forman Holt Eliades Ravin & Youngman LLC as its legal counsels. Chapter 7 trustee retained Howard A. Cohen, Robert K. Malone & Brian P. Morgan of Drinker Biddle & Reath LLP as legal counsel for an hourly fee of $700, Himself & Kim R. Lynch Forman Holt Eliades & Youngman LLC as legal counsel for an hourly fee of $600, & Timothy Weed, karl Zager, Jake Sutter, Zane Kadish & Jeff Hurst of Plante & Moran PLLC as accountants for an hourly fee of $430, Petsky Prunier LLC as investment banker for a flat fee of $10,000.
Case trustee Charles M. Forman filed a motion in the US Bankruptcy Court for approval of procedures of sale of Entertainment Publications, LLC’s assets on March 21, 2013. The trustee seeks the Court's approval for sale of substantially all of the debtor’s assets to an entity owned Lowell Potiker (son of one of debtor’s founders), the stalking horse bidder, for a purchase price of at least $11.33 million in cash plus assumed liabilities pursuant to the asset purchase agreement dated March 21, 2013. The purchase price consists of $6.33 million cash, a $5 million promissory note, and issuance of warrants. The debtor’s assets include, but are not limited to, accounts receivable, executory contracts and unexpired leases, inventory, prepaid expenses, intellectual property, customer lists, books and records, its name, telephone and facsimile numbers, e-mail addresses, domain name and web site, computer and software systems, inventory, machinery, equipment and supplies, its interest in foreign subsidiaries and good will. The initial minimum overbid should be at least $0.77 million more than the initial purchase price and the subsequent bids would be in increments of $0.25 million. The stalking horse bidder would be entitled to a break-up fee of $0.32 million and expense reimbursement of $0.2 million in case of termination of the asset purchase agreement. According to the motion, at least $0.8 million will be paid to the trustee, first to satisfy his and his professionals’ fees and expenses, and second, to make distributions to unsecured creditors. The trustee has not yet determined the bid deadline date, the auction date, and the sale hearing date. The US Bankruptcy Court gave an order approving the bidding procedures relating to the sale of substantially all the assets of Entertainment Publications, LLC on April 3, 2013. The motion for the same was filed by Chapter 7 trustee on March 21, 2013. The Court approved the asset purchase agreement between the debtor and Lowell Potiker (son of one of debtor’s founders), the stalking horse bidder, for the sale of substantially all its assets for a purchase price of $1 million in cash. The purchase price consists of $6.33 million cash, a $5.50 million promissory note, and issuance of warrants. The debtor’s assets include, but are not limited to, accounts receivable, executory contracts and unexpired leases, inventory, prepaid expenses, intellectual property, customer lists, books and records, its name, telephone and facsimile numbers, e-mail addresses, domain name and web site, computer and software systems, inventory, machinery, equipment and supplies, its interest in foreign subsidiaries and good will. To qualify as a qualified bidder, interested parties should submit their bids by April 17, 2013. The initial minimum overbid should be in the amount of $0.45 million more than the initial purchase price and must be accompanied by a deposit of $0.50 million. If the debtor receives any qualified bids then it would hold an auction for its assets on April 19, 2013. At the auction, the subsequent bids would be in increments of $0.15 million. The stalking horse bidder would be entitled to an expense reimbursement of $0.25 million in case of termination of the asset purchase agreement. The sale transaction shall be consummated within 3 days from the sale order. The sale hearing is scheduled for April 22, 2013. Jones Day represented the buyer as its legal advisor. The US Bankruptcy Court gave an order approving the sale of substantially all the assets of Entertainment Publications, LLC on April 22, 2013. The debtor has been authorized to sell
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WAG's price was unchanged after the transaction was announced on 03/12/13.
Creditor / Lender
Alorica Inc.
American Customer Care, Inc.
Avalara, Inc.
Commission Junction, Inc.
JMBP, Inc.
MH Equity Investors
PBM Graphics, Inc.
Pine Valley Foods, Inc.
R. R. Donnelley Receivables, Inc.
Walgreen Co.
Legal Advisor
Polsinelli Shughart PC