Weinstein Company Holdings filed with the U.S. Bankruptcy Court a motion for an order approving an amendment to the asset purchase agreement entered into by and between the Debtors and Lantern Entertainment. The motion notes, “The Debtors seek approval of a settlement with Lantern that will enable the Debtors to close—with certainty—the Sale of substantially all their assets. The settlement, taking the form of a Second Amendment to the APA, is necessary to resolve an ongoing dispute with Lantern that poses great risk to the estate in circumstances where the Debtors are running out of time, liquidity and options. Failure to close the Sale would force the Debtors into liquidation, working substantial harm on the Debtors and their creditors. The settlement would resolve this risk by securing Lantern’s commitment to (i) close, (ii) pay specified operating costs of the Debtors after June 29 and (iii) assume responsibility for the payment of millions of dollars in disputed amounts, in exchange for which the Debtors have agreed to an approximately 7.4% reduction in the base cash purchase price (from $310 million to $287 million). Although the Debtors wish there were another option to ensure the consummation of this Sale, there is not. Thus, in the exercise of their business judgment, the Debtors have agreed to this settlement because it is in best interests of the estate and the creditors to close the Sale….The failure to close the Sale to Lantern would have disastrous consequences for the Debtors and their creditors. Without a backup bidder and with only weeks left on their DIP financing, the failure to close would leave the Debtors with no choice but to liquidate, resulting in significantly reduced recovery for all stakeholders. Given this dire situation, the Debtors have used their best efforts to save the Sale. Specifically, to resolve the disputes between the Parties and avoid the risk, cost and uncertainty inherent in litigation, the Debtors entered into arm’s length discussions with Lantern to see if a settlement could be reached. As a result of those negotiations, the Debtors and Lantern have arrived at a settlement that offers the Debtors certainty of closing in the coming weeks, as well as Lantern’s commitments to pay the Debtors’ costs of operations after June 29, to pay all Cure Amounts and to close regardless of the resolution of any pending objections to the assumption and assignment of contracts. In return, the Debtors have agreed to an approximately 7.4% reduction in the base cash purchase price. The settlement is embodied in the Second Amendment, which the Debtors are submitting to this Court for approval.” The Court scheduled a July 11, 2018 hearing to consider the settlement amendment with objections due by July 9, 2018.
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