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February 25, 2019 – The Court hearing the Samuels Jewelers case issued a final order [Docket No. 688] approving the sale of the Debtors’ assets further to an asset purchase agreement (the “Credit Bid APA”), dated February 25, 2019, between the Debtors and Wells Fargo Bank, National Association, in its capacity as the DIP Working Capital Agent ("Wells Fargo").
On 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. 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 order states [Docket No. 688], “Subject to the terms of the APA, the consideration for the Purchased Assets will be an offset of a portion of the DIP Revolving Loan Obligations in the amount of $16,000,000 plus all Applicable Cure Costs with respect to the Purchased Contracts. The Debtor is authorized and directed to pay the Applicable Cure Costs from the DIP Facility proceeds with respect to the Purchased Contracts at the Closing. The Closing shall not affect the Remaining DIP Balance, and the Remaining DIP Balance shall continue to be outstanding and due and owing in accordance with the terms of the DIP Documents; provided however, that, as contemplated by the APA, at the Closing, cash equal to the Excluded Cash Amount shall be on deposit in an operating account of the Debtor mutually acceptable to the Debtor and DIP Working Capital Agent, and such cash shall not be swept under any cash sweep mechanism at or after the Closing; provided further, however, the DIP Agents maintain and are hereby granted and re-granted liens on any portion of such cash that remains following the payment of the disbursements identified in the Wind-down Budget. Contemporaneously with the execution and delivery of the APA, the Debtor, the Purchaser and the DIP Working Capital Agent will file the Wind-down Budget with this Court.”
The following documents were attached to the order:
- Exhibit 1: Credit Bid APA
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