Judge Christopher R. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by Brooks Brothers Group, Inc. and its debtor-affiliates in connection with the sale of their business to SPARC Group, LLC, pursuant to their Asset Purchase Agreement, executed July 23, 2020, for (i) an aggregate Dollar amount equal to (A) $305 million, minus (B) the amount of the Credit Bid (if any), plus (C) the Estimated Inventory Adjustment Amount; minus (D) the Customer Deposit Balance; (ii) at the option of the DIP Lenders, an aggregate credit bid of all or any portion of the DIP Obligations; and (iii) the Buyer’s assumption of the Assumed Liabilities, subject to overbid.
The Stalking Horse Bid Protections are approved in their entirety. The Termination Payment will be payable in accordance with, and subject to the terms of, the Stalking Horse Agreement and the Bidding Procedures.
The Break-Up Fee and the Expense Reimbursement will constitute allowed superpriority administrative expense Claims with priority over all other administrative expenses.
The Stalking Horse Bidder and the Prepetition ABL Agent are Qualified Bidders and the bid reflected in the Stalking Horse Bid (including as may be increased at the Auction (if any)) is a Qualified Bid, as set forth in the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Aug. 6, 2020 at 4:00 p.m. (ET). The Debtors will identify those bids that qualify as Qualified Bids by Aug. 9, 2020 at 4:00 p.m. (ET).
b. Initial Bid: The Purchase Price must include an amount in cash sufficient to satisfy the Termination Payment of $10,150,000.
c. Deposit: 10% of the Purchase Price
d. Auction: If more than one Qualified Bid is timely received (in addition to the Stalking Horse Bid), the Auction will be conducted virtually on Aug. 10, 2020 at 10:00 a.m. (ET) or at such other time and location as the Debtors, after consultation with counsel to the Committee, the Prepetition ABL Agent, and its advisors, and after providing notice to the Qualified Bidders and Sale Notice Parties, may determine in their reasonable business judgment.
e. Bid Increments: $1 million
f. Sale Hearing: Aug. 14, 2020 at 10:00 a.m. (ET)
g. Sale Objection Deadline: Aug. 8, 2020 at 11:59 p.m. (ET)
The Sale Notice is approved. As soon as practicable, but no later than one calendar day after entry of this Order, the Debtors cause the Sale Notice upon the Sale Notice Parties.
The Assumption and Assignment Procedures and the Cure Notice are approved. The Debtors will file the Cure Notice with the Court and serve the Cure Notice on the Contract Counterparties no later than seven calendar days before the Supplemental Objection Deadline.
Notwithstanding the applicability of any of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or any other provisions of the Bankruptcy Rules or the Local Rules stating the contrary, the terms and conditions of the Order will be immediately effective and enforceable upon its entry, and any applicable stay of the effectiveness and enforceability of the Order is waived.
A copy of the Bidding Procedures is available at https://tinyurl.com/y354rhj5 from PacerMonitor.com free of charge.
About Brooks Brothers Group
Brooks Brothers is a clothing retailer with over 1,400 locations in over 45 countries. While famous for its clothing offerings and related retail services, Brooks Brothers is known as a lifestyle brand for men, women, and children, which markets and sells footwear, eyewear, bags, jewelry, watches, sports articles, games, personal care items, tableware, fragrances, bedding, linens, food items, beverages, and more.
Brooks Brothers Group, Inc. is the Debtors’ ultimate corporate parent, which directly or indirectly owns each of the other Debtor entities.
Brooks Brothers Group, Inc. and 12 of its affiliates filed for Chapter 11 protection (Bankr. D. Del., Lead Case No. 20-11785) on July 8, 2020.
In the petitions signed by CRO Stephen Marotta, the Debtors were estimated to have assets and liabilities of $500 million to $1 billion.
The Hon. Christopher Sontchi presides over the cases.
Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP
serve as counsel to the Debtors. PJ Solomon, L.P acts as investment
banker; Ankura Consulting Group LLC is the financial advisor; and Prime
Clerk LLC is the claims and noticing agent.