Neue Hoffnung? Verleger will CrossGen kaufen!

[Clint Barton]

CROSSGEN RECEIVES A $500K BID FOR ASSETS

In further CrossGen bankruptcy news, papers filed with the Bankruptcy Court reveal that an offer to buy the companies? assets has been made by John Taddeo, formely of Tekno Comics. The offer for substantially all of CrossGen?s assets is $500,000. The Asset Purchase Agreement was dated September 2nd, 2004.

Previously, CrossGen had estimated its debt to be over $3 million to its top 20 unsecured creditors, and over $15 million in total to all creditors.

With the offer, CrossGen has filed a motion asking the Court for: the entry of a sales procedure order which would approve of bidding for assets and a break-up fee; scheduling a hearing date and deadline for competing bids; and approving notice; as well as the entry of an order approving the sales of assets free and clear of liens and the assumption and assignment of certain executory contracts.

In short, CrossGen has begun the legal machine rolling to sell what it refers to as ?all or substantially all? its assets.

According to the motion filed by CrossGen, the company spent the year before filing for Chapter 11 bankruptcy submitting proposals and having discussions with various parties in regards to marketing itself and testing the waters for purchasers and/or investors. Parties named by CrossGen in this search include: (in film) Warner Brothers, Sony, Chuck Russell Productions, Disney, Beacon, Buena Vista, ImageMovers, Threshold Entertainment, OddLot Entertainment, Classic Media, IDT Media, Branded Media, Endeavor Agency; (in videogames) Climax, UbiSoft, A2M; (in comics) Marvel, DC, Diamond; (in education) Bill and Melinda Gates Education Foundation, Educational Opportunity and Research Foundation; (investment companies) Perot Investments, Barret Capital Management, Lion Investments, Peregrine Capital, Platinum Advisory Services; and individuals: Peter Frank, George Steinbrenner, Mark Cuban, Howard Schulz, Ira Zinman, Bill Jemas, Michael Milliken, Tom Sawner, JoAnn Serdar, Robertr Thomas, Michael Howe, Chris Peifer, Dr. Bruce Underleider, and Paul Soltoff.

Taddeo has made the only offer for the purchase of the assets of CrossGen. Said transaction, according to CrossGen, will be made in cash, and Taddeo has already made a 10% ($50,000 deposit) on the assets. In the motion, CrossGen states that it believes the sale of assets is in its best interests, and the price offered by Taddeo to be fair market value. The sale of the assets will benefit the creditors of the estate, that is, individuals and organizations to whom CrossGen owes money.

CrossGen refers to Taddeo as a ?stalking horse? in the bidding process, that is, an initial bidder who will, ideally, induce other parties to bid on the assets of the bankrupt company.

The sale of CrossGen?s assets falls under Section 363 of Bankruptcy Law, which allows a debtor-in-possession (in this case, CrossGen) to continue to use, sell, and lease property in the ordinary course of business. Section 363(f), which CrossGen is citing in regards to the proposed sale to Taddeo allows for a debtor-in-possession to sell property of the estate free and clear of liens and claims from a secured party if: a) nonbankrupcy law permits, b) the secured creditor permits, c) the sale price exceeds the liens on the property, d) if the secured claim is in a bona fide dispute, or e) the secured party could be compelled to accept money in exchange for its claim.

CrossGen asserts that after the completion of the sale, it will file a liquidation plan which will determine the priority and extent of liens on the proceeds of the sale, the allowance or disallowance of claims, the distribution of proceeds, and a winding up of the affairs of the debtor. In other words, once the sale is complete, CrossGen will divvy up the money, and close shop.

In regards to contracts which CrossGen has defaulted on since filing for Chapter 11 (such as that for Code 6 properties such as Abadazad), CrossGen and the purchaser must cure them, or agree upon a means by which they will be cured.

The motion also requests that Taddeo be paid a $15,000 Break-Up Fee, that is, money pad to the initial bidder to help the potential purchaser recoup the cost of due diligence needed to determine the worth of the company?s assets. This amount is only paid to the first bidder, as subsequent bidders may rely on the work of the first bidder to make their own bid. The fee is typically paid if the transaction is not completed, and is often used to attract other bidders to the auction ? that is, the Break-Up Fee is in place to compensate the initial bidder for the risk of being outbid on the purchase.

According to the filing, the assets include everything owned by CrossGen, from office equipment to CrossGen?s shares in all its subsidiaries, including Comics on the Web, CrossGen Education, CrossGen Intellectual Property, CrossGen Media, CrossGen Publishing, and CrossGen Technologies.

Also listed among the assets in the deal:

- Original art for a substantial portion of the first issues of CrossGen?s first issues

- Thousands of dollars in accounts receivable from various sources

- All of the office furnishings

- Inventory of approximately $566,079.69 retail held at Bulldog, Quebecor, Diamond, and CDS, as well as inventory on site.

- CrossGen?s convention booth, valued at $25,000

All told, CrossGen?s estimated value of the assets in the deal come to $999,205.48.

Also included in the deal, all of the domain names held by CrossGen, from CrossGen.com to AmericanPowerComic.com, and the never-used taoshift.com, as well as virtually all of the trademarks to CrossGen properties (though the list filed may be outdated, as it included Lady Death and MegaCon, both of which CrossGen no longer owns); as well as the copyrights for virtually all of the CrossGen properties.

The paperwork filed by CrossGen pursuant to the deal also revealed that ImageMovers has chosen to extend its movie option on Route 666 for $10,000; Ruse is in negotiation for a film option; and that CrossGen?s lawsuit against Ben and Ray Lai is still active.

Also listed in the papers are the liens and liabilities owed by, and held against CrossGen. According to the filing, CrossGen owes $475,000 in payroll taxes, the previously reported $1.479 million to Quebecor, $24,000 to Diamond, $55,000 to Steve Geppi, and $1.5 million to Safe Harbor. In regards to liens (all levied by investors), the claims are: Blue Ridge - $1.087 million, DeeGee - $330,000; and the Weismans, $330,000.

The filing also lists the judgments and litigation in which CrossGen has been involved. According to the papers, CrossGen has settled with MV Creations for $48,395; settled with former creator Andrew Smith for $1,900; has mediation scheduled with Oakwood DC, has filed an answer to the complaint from ADP; has filed an answer and crossclaim in regards to American Express? claim of $402, 825.20 against CG; has had a final judgment and settlement for a $25,269.26 claim by GCO, II (parent company of website ICV2.com); reached a settlement with Coca Cola; has had a final judgment in Choice Point Services? claim of $87,889.86 and a settlement was reached; and has not filed an answer to Reed Business Services (publisher of Publisher?s Weekly and Variety) claim of $22,248.21.

As mentioned above, also listed in active litigation is CrossGen?s suit against the Lai brothers for $10,000.

In regards to bidding procedures for competing bids, CrossGen has requested that the Court grant a preliminary hearing on the motion to determine bid procedures this week, and hold the final sale hearing by September 30th, the final day of the third business quarter of 2004.

According to the filing, any competing bid must be a cash bid, and sufficient evidence of the bidder?s ability to consummate the purchase, as well as a $50,000 deposit must be made. Bids must be made in increments of $10,000, with the first competing bid being greater than the initial bid and the Break-Up Fee, i.e., at least $525,000.

http://newsarama.com/forums/showthre...threadid=17784

[kevin smith]

sind ein paar interessante namen dabei. jemas, bill gates, disney (durch buena vista quasi bdoppelt vertreten). natürlich marvel und dc, aber das halte ich für ne schlechte idee.

[spider_betlehem]

Sorry aber meine Englischkenntnisse sind tierisch schlecht.
Heißt das jetzt, das irgend ein anderer Verlag die Serien jetzt weiterführt?

[Lars Sudmann]

Sorry aber meine Englischkenntnisse sind tierisch schlecht.
Heißt das jetzt, das irgend ein anderer Verlag die Serien jetzt weiterführt?

Nein, nur dass jemand für alles von CrossGen 500.000 Dollar geboten hat, sowie eine Auflistung, was CrossGen wohl ungefähr wert ist und noch ein paar Details zu Filmoptionen und Rechtsstritigkeiten.

[Schwarze Katze]

Es wäre prinzipiell nicht unnett, wenn jemand, der einen englischen Artikel postet auch eine kurze deutsche Inhaltsangabe dazusetzt. Soviel Zeit muss sein.