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Weinstein 363 Sale Detailed

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Weinstein Company Holdings filed with the U.S. Bankruptcy Court a motion for entry of orders approving bidding procedures for the sale of substantially all of the Debtors’ assets; approving stalking horse bid protections; scheduling an auction for and hearing to approve the sale of substantially all of the Debtors’ assets; approving form and manner of notices of the sale, auction and sale hearing and approving the sale of substantially all of the Debtors’ assets free and clear of all liens, claims, interests and encumbrances.

The motion explains, “The bidders received 2 bids by the March 8, 2018 bid deadline. The highest and best ‘final bid’ (the ‘Lantern Bid’) was submitted by Lantern Entertainment LLC (the ‘Stalking Horse Bidder’), an affiliate of Lantern Capital, which sought to acquire substantially all of the Assets for a purchase price of $310 million in cash (subject to certain adjustments) (the ‘Cash Purchase Price’), payment of the Cure Amounts required to be paid at closing of the Sale (with the Cash Purchase Price, the ‘Aggregate Purchase Price’) and the assumption of certain liabilities (with the Aggregate Purchase Price, the ‘Stalking Horse Purchase Price’).”

In addition, “By this Motion, the Debtors request authority to, among other things, provide the Stalking Horse Bidder with standard stalking horse protections, in particular (a) the payment of a break-up fee in an amount equal to 3% of the Cash Purchase Price (i.e., $9,300,000) and (b) reimbursement in an amount up to 2% of the Cash Purchase Price (i.e., $6,200,000) for reasonable and documented out-of-pocket costs, fees and expenses of the Stalking Horse Bidder (including reasonable expenses of legal, financial advisory, accounting and other similar costs, fees and expenses and all filing fees under the HSR Act) related to the transactions contemplated by the Stalking Horse Agreement (the ‘Expense Reimbursement’, and together with the Break-Up Fee, collectively the ‘Stalking Horse Protections’).”

The following dates are proposed: bid deadline – April 30, 2018; hearing to consider approval of the bidding procedures – April 3, 2018; deadline to object to the stalking horse bidder and the sale – April 30, 2018; auction – May 2, 2018; deadline to object to auction and sale – May 3, 2018; sale hearing – May 4,2018. The Court scheduled an April 6, 2018 hearing to consider the sale and procedures motion, with objections due by April 3, 2018.

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