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February 14, 2019 – The Debtors notified the Court hearing the Samuels Jewelers case that further to their bid procedures order [Docket No. 359] and having received only one qualified bid in respect of the sale of substantially all of the Debtors’ assets, the planned auction in respect of those assets had been cancelled. The single qualified bid was a credit bid submitted by Wells Fargo Bank, National Association, in its capacity as the DIP Working Capital Agent (“Wells Fargo”). As such, and subject to completion of an asset purchase agreement (the “Credit Bid APA”) between the Debtors and Wells Fargo (a draft of which is attached to the notice), Wells Fargo is the presumptive purchaser of the Debtors’ assets. The Credit Bid APA notes consideration to be comprised of a $16mn credit bid and responsibility for certain assumed liabilities and cure costs. Except as to the $16mn credit bid, the Debtors’ debtor-in-possession (“DIP”) obligations to Wells Fargo are to be left unchanged.
The Credit Bid APA notes, “The aggregate consideration for the Purchased Assets will be: (a) the assumption of the Assumed Liabilities; and (b) the offset of a portion of the DIP Revolving Loan Obligations in the amount of Sixteen Million Dollars ($16,000,000) plus the amount of Applicable Cure Costs (the ;Credit Bid Amount’)….Upon the Closing, a portion of the DIP Revolving Loan Obligations equal to the Credit Bid Amount, and all Liens related thereto, shall be deemed to be released, satisfied and discharged in full as of the Closing. The remaining balance of the DIP Revolving Loan Obligations will be unaffected and shall continue to be outstanding and due and owing in accordance with the terms of the DIP Credit Agreement.”
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