Lantern’s Bid For The Weinstein Co. Is $310M In Cash, $450M Including Fees And Assumption Of Liabilities

UPDATED with more details: Lantern Asset Management, whose stalking-horse bid for The Weinstein Co. was revealed in a Chapter 11 bankruptcy filing last night, is offering $310 million in cash for the assets of the company. With an additional $125 million in assumption of liabilities and $15 million in fees related to current projects, the total offer is about $450 million.

In a filing this morning in Delaware bankruptcy court, The Weinstein Co. lays out its assets. On the film side, there is a library of 277 releases, among them Oscar winners like The King’s Speech, which have generated more than $2 billion in box office receipts. On the TV side, the big prize is Project Runway, plus some newer projects such as Paramount Network limited series Yellowstone. Revenue from TV is projected to be $255 million this year.

A hearing late this afternoon in Delaware will begin the formal 363 process, with Lantern’s bid having established the floor. This approach to a bankruptcy filing has become common in recent years, with MGM Studios recently employing it to gain a new lease on life. It is still too early to tell if the Weinstein Co. will get a second act as a stand-alone company, and there is also the matter of New York State Attorney General Eric Schneiderman’s lawsuit filed last month alleging a wide range of criminal conduct.

Amid the uncertainty, about 25% of the company’s staff has departed since the spate of accusations of sexual abuse and harassment lodged against Harvey Weinstein, according to the documents. Prospects for the remaining employees are unclear, though the 363 proceeding (a bankruptcy approach that is increasingly common, and that MGM went through a few years ago) many jobs could be preserved. Additionally, the non-disclosure agreements many workers signed would be nullified under the deal.

So who is Lantern Asset Management? The company is not a familiar name in entertainment circles, but the Dallas-based company led by president Andy Mitchell has put together a steady stream of deals in the middle-market range. Real-estate development, especially golf courses, has been the company’s sweet spot. A pledge on its website may offer some reassurance to those connected to the Weinstein Co. “Lantern is known for being an advocate for change rather than an antagonist for control,” it declares.

Another new name to know: Robert Del Genio. The FTI Consulting exec has been appointed Chief Restructuring Officer for the Weinstein Co.

The deadline for qualified bids, according to the documents, is April 30, with May 4 is the scheduled date for a hearing to determine the final sale of the company.

A 254-page document details The Weinstein Co.’s slow slide into bankruptcy. As far back as February of 2016, the company hired the investment bank Moelis & Co. to broker a sale of its television business. There were few takers.

In late October, following damaging stories alleging sexual misconduct by company co-founder Harvey Weinstein, the studio went back to Moelis for help in an overall restructuring that could involve the sale of some or all of the studio’s assets.

By November, Moelis had contacted some 44 interested parties — 30 of whom signed non-disclosure agreements and were invited to submit letters of intent. That same month, the company entered intense negotiations with Mediaco Acquisition, consortium of investors that included Ron Burkle’s Yucaipa Co., Lantern Asset Management and former Obama Administration official Maria Contreras-Sweet.

Moelis followed up with the other interested parties in December, inviting each of the 30 companies that had signaled their initial interest to submit bids by Dec. 20. Ultimately, only 10 did, and eight, including Mediaco, proceeded to a second round of negotiations.

The Weinstein Co. entered exclusive sale talks with the Mediaco group on Jan. 22, in which the company agreed not to market its assets to other potential purchasers for a 20-day exclusivity period.  The company and Burkle/Contreras-Sweet engaged in intense talks by phone and in person, exchanging 15 draft purchase agreements.

Though difference remained, Mediaco and The Wesinstein Co. were working toward finalizing deal terms on Feb. 11, when the New York State Attorney General Eric Schneiderman filed its civil suit seeking damages against the company and raising the prospect of an injunction blocking the sale.

The exclusivity period ended without a deal. The company, worried about its ability remain a going concern, began preparing for a Chapter 11 bankruptcy filing, talking with banks, including Union Bank, about potential debtor-in-possession financing.

At the same time, Weinstein Co. board members kept pursuing a possible sale. It continued negotiations with the Contreras-Sweet group even as Moelis delivered a “final call” to other potential bidders, setting March 7 as the deadline.

In a widely publicized turn of events, The Weinstein Co. reached an agreement with Contreras-Sweet’s investor group on March 1, which quickly unraveled on March 6, with the would-be buyer walking away — a development the company attributes to its inability to secure financing to continue operations until the deal closed.

Through Moelis, the Weinstein Co. received two bids by its March deadline, with the highest bid received by Lantern Entertainment, which sought to acquire the assets for $310 million in cash plus assumption of liabilities. The company entered into a stalking horse agreement with Lantern on Tuesday.

Now, the Weinstein Co. is looking for an expedited process to solicit other bids — likely to come from those parties who’d previously expressed interest in the assets and signed non-disclosure agreements. The company is eager to move the process along, since it’s already lost about 25% of its full-time staff.

The agreement with Lantern provides for a break-up fee of about $9.3 million, and a reimbursement of expenses of up to $6.2 million.