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In the United States Bankruptcy Court for the District of Delaware Case 18-10601-MFW Doc 8 Filed 03/20/18 Page 1 of 254 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE -------------------------------------------------------------x : In re: : Chapter 11 : THE WEINSTEIN COMPANY HOLDINGS : Case No. 18-_______ (___) LLC, et al., : : [Joint Administration Requested] Debtors.1 : : Proposed Obj. Deadline: Apr. 2, 2018 at 4:00 p.m. (ET) : Proposed Hr’g Date: Apr. 3, 2018 (ET) -------------------------------------------------------------x DEBTORS’ MOTION FOR ENTRY OF ORDERS (I)(A) APPROVING BIDDING PROCEDURES FOR SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS, (B) APPROVING STALKING HORSE BID PROTECTIONS, (C) SCHEDULING AUCTION FOR, AND HEARING TO APPROVE, SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS, (D) APPROVING FORM AND MANNER OF NOTICES OF SALE, AUCTION AND SALE HEARING, (E) APPROVING ASSUMPTION AND ASSIGNMENT PROCEDURES AND (F) GRANTING RELATED RELIEF AND (II)(A) APPROVING SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, (B) APPROVING ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES AND (C) GRANTING RELATED RELIEF The Weinstein Company Holdings LLC (“TWCH”) and its affiliated debtors and debtors in possession (collectively, the “Debtors” or the “Company”) hereby submit this motion (the “Motion”) for entry of an order, substantially in the form attached hereto as Exhibit A (the “Bidding Procedures OrderDeadline”), pursuant to sections 105, 363, 365, 503, and 507 of title 11 of the United States Code (the “Bankruptcy Code”), rules 2002, 6004, and 6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and rule 6004-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of 1 The last four digits of The Weinstein Company Holdings LLC’s federal tax identification number are (3837). The mailing address for The Weinstein Company Holdings LLC is 99 Hudson Street, 4th Floor, New York, New York 10013. Due to the large number of debtors in these cases, which are being jointly administered for procedural purposes only, a complete list of the Debtors and the last four digits of their federal tax identification is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://dm.epiq11.com/twc. RLF1 19033906v.1 Case 18-10601-MFW Doc 8 Filed 03/20/18 Page 2 of 254 Delaware (the “Local Rules”), (i) approving the proposed bidding procedures (the “Bidding Procedures”) pursuant to which the Debtors will solicit and, in consultation with the Consultation Parties (as defined below), select the highest or otherwise best offer for the sale (the “Sale”), of all or substantially all of the Debtors’ Assets (as defined below) as a whole or, alternatively, of segments of the Debtors’ Assets consistent of (x) the Film Library, (y) the Television Business and (z) the Unreleased Films Portfolio (each defined herein); (ii) approving the Stalking Horse Protections provided by the Debtors to the Stalking Horse Bidder (each as defined below); (iii) scheduling an auction (the “Auction”), if necessary; (iv) establishing the Assumption and Assignment Procedures (as defined below) for the assumption and assignment of executory contracts and unexpired leases in connection with the Sale, including notice of proposed cure amounts; (v) scheduling a hearing (the “Sale Hearing”) to approve the Sale; and (vi) granting related relief. The Debtors further request that, at the Sale Hearing, this Court enter an order (the “Sale Order”), which will be filed with the Court prior to the Sale Hearing, (i) authorizing the sale of the Assets to the ultimate purchaser of such assets as determined in accordance with the Bidding Procedures (the “Successful Bidder”), free and clear of all liens, claims, interests and encumbrances, except certain permitted encumbrances as determined by the Debtors and the Successful Bidder; (ii) authorizingDeadline the assumption and assignment of certain executory contracts and unexpired leases; and (iii) granting related relief. In support of this Motion, the Debtors rely and incorporate by reference the First Day Declaration (as defined below), filed contemporaneously herewith. In further support of this Motion, the Debtors, by and through their undersigned counsel, respectfully represent: 2 RLF1 19033906v.1 Case 18-10601-MFW Doc 8 Filed 03/20/18 Page 3 of 254 Jurisdiction and Venue 1. The Court has jurisdiction over the Debtors, their estates, and this matter under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This is a core proceeding under 28 U.S.C. § 157(b). Venue is proper in this district under 28 U.S.C. §§ 1408 and 1409.2 Background 2. On the date hereof (the “Petition Date”), the Debtors commenced with this Court voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the Bankruptcy Code. 11 U.S.C. § 101 et seq. The Debtors are authorized to continue to operate their businesses and manage their properties as debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee of creditors has been appointed in these Chapter 11 Cases. 3. As stated in the First Day Declaration, the Company is a “mini-major” film and television production studio that creates, produces, and distributes feature film and premium television content for the U.S. and international markets. As discussed further below, the Company’s assets consist primarily of intellectual property, distribution rights, and cash flows related to the Film LibrarDeadliney, the Television Business, and the Unreleased Films Portfolio (each as defined below). The Company has produced numerous critically acclaimed and commercially successful films, receiving 28 Academy Awards and 113 Academy Award nominations. 2 Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final order on this Motion if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States Constitution. 3 RLF1 19033906v.1 Case 18-10601-MFW Doc 8 Filed 03/20/18 Page 4 of 254 4. Additional information regarding the Debtors, their business, capital structure, and the circumstances leading to the commencement of the Chapter 11 Cases is set forth in the Declaration of Robert Del Genio in Support of First Day Relief, sworn to on the date hereof (the “First Day Declaration”), which has been filed with the Court contemporaneously herewith and is incorporated by reference herein.3 Relief Requested 5. By this Motion, pursuant to sections 105(a), 363, 365, 503, and 507 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and 6006, and Local Rule 6004-1, the Debtors request entry of the following: a. the Bidding Procedures Order, i. authorizing and approving the Bidding Procedures in connection with the Sale; ii. approving the Stalking Horse Protections for the Stalking Horse Bidder in accordance with the terms and conditions set forth in the Stalking Horse Agreement (as defined below) and the Bidding Procedures; iii. scheduling an Auction for the Assets, if necessary; iv. scheduling the Sale Hearing to consider approval of the proposed Sale on or before May 4, 2018; v. authorizing and approving the (A) notice of the Sale, the Bid DeadlineDeadline (as defined below), the Auction and the Sale Hearing, substantially in the form attached to the Bidding Procedures Order as Exhibit 2 thereto (the “Sale Notice”), and (B) notice to each relevant non-Debtor counterparty (each, a “Counterparty”) to an executory contract or unexpired lease related to the Assets of the potential assumption and assignment of their executory contract or unexpired lease (the “Contracts and Leases”) and the calculation of the amount necessary to cure any monetary defaults thereunder (the “Cure Amounts”), substantially in the form attached to the 3 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the First Day Declaration, the Bidding Procedures, or the Bidding Procedures Order, as applicable. 4 RLF1 19033906v.1 Case 18-10601-MFW Doc 8 Filed 03/20/18 Page 5 of 254 Bidding Procedures Order as Exhibit 3 thereto (the “Potential Assumption and Assignment Notice”); vi. authorizing and approving procedures for the assumption and assignment of the Contracts and Leases and the determination of Cure Amounts with respect thereto (collectively, the “Assumption and Assignment Procedures”); and vii. granting related relief. b. the Sale Order, authorizing and approving the following: i. the sale of all or substantially all, or a portion of, the Assets to the Successful Bidder free and clear of all liens, claims, interests and encumbrances, except certain permitted encumbrances as determined by the Debtors and the Successful Bidder; ii. the assumption and assignment of certain Contracts and Leases in connection with the proposed Sale; and iii. granting related relief. The Debtors’ Assets 6. The Debtors’ primary assets are divided into three segments: the Film Library, the Television Business and the Unreleased Films Portfolio. 7. The Company also owns a film library of 277 feature films (the “Film Library”) that have generated over $2 billion in aggregate box office receipts worldwide. The revenue streams associated with the Film Library derive primarily
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