The U.S. Bankruptcy Court issued an order approving The Rockport Company’s motion for entry of an order (i) approving the proposed bidding procedures pursuant to which the Debtors will solicit and select the highest or otherwise best offer for the sale of all or substantially all of the Debtors’ assets; (ii) approving the stalking horse protections provided by the Debtors to the stalking horse Bidder; (iii) scheduling an auction, if necessary; (iv) establishing assumption and assignment procedures for the assumption and assignment of executory contracts and unexpired leases in connection with the sale, including notice of proposed cure costs; and (v) scheduling a hearing to approve the sale.
As previously reported, “After reviewing and carefully considering the Bids received from the 4 Interested Parties, the Debtors determined, in consultation with their advisors, that CB Marathon Opco, LLC (the ‘Stalking Horse Bidder’), an affiliate of Charlesbank Equity Fund IX, Limited Partnership, had submitted the highest or otherwise best offer (the ‘Charlesbank Bid’), pursuant to which the Stalking Horse Bidder agreed to acquire substantially all of the Debtors’ Assets (other than the North American Retail Assets) for a purchase price of (i) $150 million in cash (the ‘Base Cash Amount’) subject to certain working capital adjustments plus the NAM Store Inventory Amount (the ‘Initial Cash Consideration’); (ii) a warrant to purchase up to 5% of common equity of the indirect parent of the Stalking Horse Bidder once the Stalking Horse Bidder receives a return equal to 2.5 times its initial equity investment as of the Closing Date (the ‘Warrant’); and (iii) the assumption of certain liabilities (collectively, the ‘Stalking Horse Purchase Price’)….The Stalking Horse Agreement provides for a Break-Up Fee in an amount equal to 3% of the Base Cash Amount (i.e., $4,500,000) and an Expense Reimbursement of up to $2,000,000.”
The following dates have been fixed by the Court: a bid deadline of June 29, 2018; an auction on July 10, 2018; and a sale hearing on July 13, 2018 (with sale objections due by June 27, 2018).
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