Elements Behavioral Health filed with the U.S. Bankruptcy Court a notice that it had executed an asset purchase agreement, dated as of June 5, 2018, with Project Build Behavioral Health, LLC (“PBBH”) pursuant to which PBBH and the Company have agreed that PBBH will purchase the assets of the Company for $65 million. The parties have further agreed that PBBH will serve as a stalking horse bidder and will be entitled to credit bid debt owed to it under a prepetition lending facility and a postpetition D.I.P financing arrangement, or a portion thereof, under Bankruptcy Code section 363(k) in order to purchase the Company’s assets under Bankruptcy Code section 363.
The notice states, “Pursuant to the Sale and Bid Procedures Motion, the Prepetition First Lien Lender and DIP Lender shall serve as the Stalking Horse Bidder pursuant to an Asset Purchase Agreement (the ‘Stalking Horse Agreement’), which was executed on June 5, 2018.” The APA notes, “Subject to the terms and conditions of this Agreement, the aggregate purchase price to be paid by Buyer to Sellers for the purchase of the Acquired Assets shall be sixty-five million dollars ($65,000,000), plus Buyer’s Cure Costs as provided for in Section 5.3).”
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