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Law360 (June 4, 2020, 6:52 PM EDT ) Bankrupt amusement park chain Apex Parks Group received Delaware court approval Thursday for a $60 million sale of its assets to prepetition lender Cerberus Business Finance LLC and a case settlement with unsecured creditors.
During a hearing conducted via telephone and video conferencing, debtor attorney Laura Davis Jones of Pachulski Stang Ziehl & Jones LLP said the debtor had canvassed more than 100 potential buyers for Apex Parks' assets but received only one qualified bid from an affiliate of its lenders, APX Operating.
The $60 million bid consists of a $45 million credit bid of prepetition debt held by Cerberus and the assumption of significant liabilities of the debtor.
"APX Operating is the highest and best offer we've been able to find given the facts and circumstances of the case," Jones said.
The official committee of unsecured creditors assented to the sale given a settlement with Cerberus where the buyer agreed to leave behind certain causes of action in the estate for the benefit of those unsecured creditors. The committee also waived its rights to challenge the validity of secured liens held by Cerberus.
Additionally, the court formally approved an updated debtor-in-possession financing package now worth $14.5 million on a final basis Thursday.
With 12 park sites in three states, Apex Parks and its parent company filed for Chapter 11 protection April 9 listing $100 million of debt after coronavirus shutdowns affected all of its facilities in New Jersey, California and Florida, according to court filings.
The company had been struggling with increased competition and consolidation in its industry before the COVID-19 crisis, Jones said during an earlier hearing.
The company reported $79 million in secured debt, consisting of $25.3 million in revolving loans and $53.7 million in term loan obligations. A case-opening petition estimated the company's overall debt at in excess of $100 million, including nearly $7 million in "trade" debt to vendors and other suppliers as well as unsecured claims topped by nearly $1.6 million owed to Arizona-based landlord Store Master Funding Vll LLC.
The company, which ordinarily employs about 1,100 full- and part-time employees, has laid off all part-time and most full-time workers and is currently operating with 50 full-time employees.
Projections from Cerberus indicate the assets will generate earnings of $6.5 million in 2021 and $8.6 million in 2022.
Apex Parks Group LLC and the other debtors are represented by Laura Davis Jones, David M. Bertenthal and Timothy P. Cairns of Pachulski Stang Ziehl & Jones LLP.
The committee is represented by Eric R. Wilson, Jason R. Adams, Lauren S. Schlussel and Kayci G. Hines of Kelley Drye & Warren LLP and Curtis Miller, Joseph C. Barsalona II and Taylor Haga of Morris Nichols Arsht & Tunnell LLP.
The lead case is In re: TZEW Holdco LLC, case number 1:20-bk-10910, in the U.S. Bankruptcy Court for the District of Delaware.
--Additional reporting by Jeff Montgomery. Editing by Abbie Sarfo.
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