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Relativity Media APA Filed

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Relativity Media filed with the U.S. Bankruptcy Court a motion authorizing and approving (a) the Debtors’ entry into the APA for the sale of substantially all of the Debtors’ assets, (b) the sale of substantially all the Debtors’ assets free and clear of liens, claims and encumbrances, and (c) the assumption and assignment of certain executory contracts and unexpired leases.

The motion explains, “In light of the prior two year’s robust marketing efforts and the Debtors’ challenged liquidity position, Mr. Adams determined that it would be in the best interest of the Debtor and their creditors to proceed with a ‘hybrid’ approach to the sale. On the one hand, the Debtors are proposing what is effectively a private sale of substantially all of their assets to UltraV in exchange for a credit bid, assumption of certain liabilities and cash consideration, while on the other the Debtors will market their assets to third parties, albeit without the time and expense associated with a formal marketing process, a public sale via bidding procedures and an auction (unless a competing offer that is deemed to be higher or better than the UltraV APA is received). The Debtors have a full fiduciary out to solicit and accept a higher or better proposal from a third party (however unlikely that may be to materialize) with no break-up fee or similar impediments to such a third party offer. Further, The Debtors will solicit and consider offers for some or all of the Purchased assets at individual and aggregate purchase prices that are less than the $40 million credit bid set forth in the UltraV APA. In respect of their marketing efforts, on behalf of the Debtors Mr. Adams and his team will solicit all of the parties known to the Debtors to have signed non-disclosure agreements over the past two years, as well as any other parties who might reasonably be considered to be potential purchasers for the Debtors’ assets. All of these parties will receive notice of the sale in a form that makes it abundantly clear: (i) exactly which assets are being sold and (ii) that the Debtors welcome higher or better bids above the proposal from UltraV. The notice and subsequent sale efforts will be designed to facilitate any potential bidder gaining the information necessary to value the assets and, if they so desire, submit a competing bid.”

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