Advanced Sports – Court Approves Auction Results and Asset Purchase Agreements Relating to Aggregated $23.0mn Sale Price

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February 6, 2019 – The Court hearing the Advanced Sports case issued an order [Docket No. 505] approving the Debtors’ sale of assets pursuant to three separate asset purchase agreements, (i) the Asset Purchase Agreement between the Debtors and BikeCo, LLC (“BikeCo,” wholly owned by Tiger Capital Group, LLC (“Tiger”) and Advanced Holdings Co., Ltd. (“Advanced Holdings”)), (ii) the Asset Purchase Agreement between the Debtors and K&B Investment Corporation (“K&B”) and (iii) the Asset Purchase Agreement of between the Debtors and AMain.com, Inc. (“AMain”) (final versions of these agreements filed at Docket Nos. 502, 503 and 501, respectively and detailed further below. HTM, which had previously been chosen as a stalking horse bidder (Docket No. 377 filed on January, 17 2019) in respect of substantially all of the Debtors’ assets failed to submit a successful bid.
 
The order states “At the conclusion of the [first, January 16, 2019] Auction, the Debtors designated HTM USA HOLDINGS, INC. (‘HTM’) as the successful bidder for certain assets. The Debtors and HTM subsequently advised the Court that substantial and material disputes had arisen between the Debtors and HTM, and that the Debtors intended to submit alternative bids by a group of bidders who actively participated at the Auction and submitted four combined, but not joint, bids for certain assets (the ‘Original Tiger Group’) for consideration by the Court. The Original Tiger Group consisted of Tiger Capital Group, LLC (‘Tiger), Ideal Bike Corporation (‘Ideal’), Advanced Holdings Co., Ltd. (‘Advanced Holdings’), AMain.com, Inc. (‘AMain’), and K&B Investment Corporation (‘K&B).
 
At the Sale Hearing [held on February 1, 2019] the Debtors requested an opportunity to solicit best and final bids from the respective bidders by sealed bids, and after evaluation of such final bids reported to the Court that members of the Tiger Group collectively submitted the highest and best offers for the Acquired Assets identified in their respective Asset Purchase Agreements, as summarized below, and should be designated (collectively) as the Successful Bidders:
 
BikeCo: $16,148,000
AMain: $1,245,000
K&B, NC real property: $3,625,000
K&B, PA real property: $2,000,000
Total: $23,018,000
 
The Debtors also reported that HTM submitted the second highest and best offer for the Acquired Assets identified in its Asset Purchase Agreement in the amount of $21,800,000 (plus up to $500,000 in reimbursement for any topping fee approved by the Court) and should be designated as the Backup Bidder.”

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