Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized the bidding procedures of Centric Brands Inc. and its affiliated debtors in connection with the auction sale of their equity interests in SWIMS AS, a foreign, non-Debtor subsidiary.
A hearing on the Motion was held on Aug. 19, 2020 at 2:00 p.m.
The Sale Notice is approved. Within one day after the entry of the Order, or as soon thereafter as practicable, the Debtors (or their agents) will serve the Sale Notice upon the Sale Notice Parties. Within three business days after entry of the Bidding Procedures Order, the Debtors will cause the information contained in the Sale Notice to be published once in a national publication and once in an international publication as soon as practicable thereafter.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Sept. 14, 2020 at 5:00 p.m. (ET)
b. Initial Bid: A Qualified Bidder must offer to purchase the Assets at a purchase price and upon the terms and conditions set forth therein.
c. Deposit: 10% of the proposed purchase price
d. Auction: If more than one Qualified Bid is received by the Bid Deadline, then the Debtors will conduct the Auction. The Auction will commence on Sept. 18, 2020 at 10:00 a.m. (ET) via a Zoom virtual meeting by logging on to the Zoom website (https://zoom.us/join) and entering the Meeting ID, which will be provided to Qualified Bidders by electronic mail not later than 5:00 p.m. (ET) on Sept. 17, 2020 or such other place or platform as the Debtors will timely notify the Qualified Bidders.
e. Bid Increments: The Debtors will announce what the bidding increments are at the Auction.
f. Sale Hearing: October 1, 2020 at 11:00 a.m. (ET)
g. Sale Objection Deadline: Sept. 24, 2020 at 4:00 p.m. (ET)
h. The DIP Revolving Facility Collateral Agent, the DIP Term Agent, the Prepetition First Lien Agents, and the Prepetition Second Lien Agent will be considered a Qualified Bidder and may submit a credit bid to acquire the Assets which credit bid will be deemed a Qualified Bid.
The Debtors are authorized to continue to provide intercompany loans from Centric Brands Holding, LLC to SWIMS AS, and, if the Debtors deem appropriate, to do so on a secured basis until the closing of the Sale.
The Order will be effective and enforceable immediately upon entry.
A copy of the Bidding Procedures is available at https://tinyurl.com/y5dfyng7 from PacerMonitor.com free of charge.
About Centric Brands
Centric Brands Inc. designs, produces, merchandises, manages and markets kidswear, accessories, and men’s and women’s apparel under owned, licensed and private label brands. Currently, the company and its affiliates license over 100 brands, including AllSaints, BCBG, Buffalo, Calvin Klein, Disney, Frye, Herve Leger, Jessica Simpson, Joe’s, Kate Spade, Kenneth Cole, Marvel, Michael Kors, Nautica, Nickelodeon, Spyder, Timberland, Tommy Hilfiger, Under Armour, and Warner Brothers. The companies sell licensed products through both retail and wholesale channels.
Centric Brands and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22637) on May 18, 2020. As of March 31, 2020, Debtors disclosed $1,855,722,808 in total assets and $2,014,385,923 in total
Judge Sean H. Lane oversees the cases.
The Debtors tapped Ropes & Gray, LLP as bankruptcy counsel; PJT Partners, Inc. as investment banker; Alvarez & Marsal, LLC as financial advisor; and Prime Clerk, LLC as notice, claims and balloting agent.