Ciber filed with the U.S. Bankruptcy Court a (i) motion for sale of property free and clear of liens, claims, encumbrances and interests and (ii) an order establishing bidding procedures relating to the sale of the Debtors’ assets, including approving a break-up fee and expense reimbursement and scheduling a hearing to consider the proposed sale.
The motion explains, “As a result of Houlihan Lokey’s extensive marketing efforts, on April 10, 2017, the Debtors executed an agreement, the ‘Stalking Horse Purchase Agreement’ with Capgemini America, the ‘Stalking Horse Bidder’ for the purchase of the Purchased Assets, which include: (a) substantially all of the assets relating to the Debtors North American business; and (b) the Debtors’ equity interest in CIBER sites India Private, a wholly-owned non-Debtor subsidiary based in India. The Stalking Horse Purchase Agreement contemplates a purchase price of $50 million for the Purchased Assets plus the assumption of certain liabilities, that have a value of approximately $18 million and reflects CG America’s agreement to act as a stalking horse bidder in a Court-supervised bidding and auction process.”
In addition, “Specifically, subject to Court approval as part of the Bidding Procedures Order, the Debtors will be required to pay the Stalking Horse Bidder a ‘Break-Up Fee’ in the amount of $1,500,000 of the purchase price and reimburse the Stalking Horse Bidder for all of its reasonably documented costs and expenses related to pursuing, negotiating, and documenting the transactions contemplated by the Stalking Horse Purchase Agreement, which shall not exceed $500,000 (the ‘Expense Reimbursement’ and together with the Break-Up Fee, the ‘Bid Protections’).” The Company proposes the following related dates: deadline for entry of the bidding procedures order – April 24, 2017; auction (if necessary) – May 15, 2017; sale order – May 19, 2017; sale closing – May 24, 2017.
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