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January 25, 2019 – Further to the cancellation of the auction planned for January 15, 2019 and the Debtors’ designation of stalking horse bidder Vermillion Power (the “Stalking Horse Bidder”) as the successful bidder in respect of the Debtors’ West Lorain assets (the “West Lorain Assets”), the Court hearing the FirstEnergy Solutions case approved [Docket No. 2018] the sale of the West Lorain Assets to the Stalking Horse Bidder for a total purchase price estimated to be $151.7mn.
The asset purchase agreement, dated November 16, 2018, between the Debtors and the Stalking Horse Bidder (the “APA,” a copy of which is attached to the order) provides the following detail as to purchase price and assets sold (defined terms are as defined in the APA):
Purchase Price: $144,000,000 (the ‘Initial Purchase Price’) plus the Closing Adjustment Amount plus the Proration Adjustment Amount. ‘Closing Adjustment Amount’ means an amount equal to the Book Value of Seller’s right, title and interest in and to (i) the Inventory located at the West Lorain Facility and (ii) the spare parts located at the West Lorain Facility, determined in accordance with Seller’s accounting system, in each case, on the Closing Date.
Purchased Assets: The Purchased Assets are (a) the Owned Real Property; (b) the Entitled Real Property; (c) the West Lorain Facility; (d) the Tangible Personal Property; (e) the Transmission and Interconnection Facilities; (f) the Assumed Contracts; (g) all electric capacity rights and obligations; (h) Transferred Permits; (i) Purchased Intellectual Property; (j) Purchased Warranties; (k) all related rights of the Seller in and to any causes of action against a third party; (l) all Records or copies of Records; (m) certain Emissions Allowances; (n) Seller’s rights to deposits; (o) goodwill of the Business and (p) certain specified assets.
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