16-11090-smb Doc 563 Filed 01/20/17 Entered 01/20/17 21:00:58 Main Document Presentment Date: Pg February 1 of 26 3, 2017 at 12:00 noon (prevailing Eastern Time) Objection Deadline: February 3, 2017 at 11:30 a.m. (prevailing Eastern Time) Matthew A. Feldman Paul V. Shalhoub Robin Spigel Andrew S. Mordkoff WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Counsel for the Reorganized Debtors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------------------------x In re: : Chapter 11 : AOG Entertainment, Inc., et al.,1 : Case No. 16-11090 (SMB) : Reorganized Debtors. : (Jointly Administered) -------------------------------------------------------x NOTICE OF PRESENTMENT OF REORGANIZED DEBTORS’ MOTION FOR ORDER (I) AUTHORIZING ASSUMPTION OF AGREEMENT WITH FREMANTLEMEDIA LIMITED AND FREMANTLEMEDIA NORTH AMERICA, INC., AS AMENDED; AND (II) GRANTING RELATED RELIEF PLEASE TAKE NOTICE that the annexed motion (the “Motion”) of the above- captioned debtors and debtors in possession (collectively, the “Debtors”) for an order (i) authorizing assumption of agreement with FremantleMedia Limited and FremantleMedia North America, Inc., as amended;Deadline and (ii) granting related relief, will be presented for signature to the Honorable Stuart M. Bernstein, United States Bankruptcy Judge, Courtroom 723, at the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy 1 A list of the Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number is attached as Schedule 1 to the Declaration of Peter Hurwitz, President of Certain Debtors, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 3] and at http://www.kccllc.net/AOG. The Debtors’ executive headquarters are located at 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA 90069. 16-11090-smb Doc 563 Filed 01/20/17 Entered 01/20/17 21:00:58 Main Document Pg 2 of 26 Court”), One Bowling Green, New York, New York 10004, or such other location as designated by the Bankruptcy Court, on February 3, 2017, at 12:00 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Motion must: (i) be made in writing; (ii) state with particularity the grounds therefor; (iii) be filed with the Bankruptcy Court (with a copy to the Judge’s chambers); and (iv) be served upon: (a) AOG Entertainment, Inc., 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA 90069 (Attn: Peter Hurwitz); (b) counsel for the Reorganized Debtors, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019 (Attn: Matthew A. Feldman, Esq., Paul V. Shalhoub, Esq., Robin Spigel, Esq. and Andrew S. Mordkoff, Esq.); (c) counsel to the ad hoc group of lenders party to the Debtors’ prepetition first lien secured credit agreement, Klee, Tuchin, Bogdanoff & Stern LLP, 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA 90067–6049 (Attn: Lee R. Bogdanoff, Esq. and David A. Fidler, Esq.); (d) counsel to Crestview Media Investors, L.P., as lender under the Debtors’ prepetition first and second lien secured credit agreements, Quinn Emanuel Urquhart & Sullivan, LLP, 865 S. Figueroa Street, 10th Floor, Los Angeles, CA 90017 (Attn: Eric Winston, Esq.); and (e) the Office of the United States Trustee, 201 Varick Street, Suite 1006, New York, NY 10014 (Attn: Richard C. Morrissey, Esq.), so as to be received no later than 11:30 a.m. (prevailing Eastern Time) on February 3, 2017 (the “Objection Deadline”). Deadline PLEASE TAKE FURTHER NOTICE that if no objections are timely filed and received by the Objection Deadline, the requested relief in the Motion may be granted without further notice or a hearing. If an objection is filed, you may be notified of a hearing to consider the requested relief. PLEASE TAKE FURTHER NOTICE that if you would like to receive copies of the Motion, (a) you may access such documents online from either the Bankruptcy Court’s - 2 - 16-11090-smb Doc 563 Filed 01/20/17 Entered 01/20/17 21:00:58 Main Document Pg 3 of 26 electronic case filing system located at www.nysb.uscourts.gov (a PACER password is required) or the website of the Debtors’ claims agent at http://www.kccllc.net/AOG, or (b) you may contact Andrew S. Mordkoff, Esq., at Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, or by telephone at (212) 728-8000. Dated: January 20, 2017 New York, New York WILLKIE FARR & GALLAGHER LLP Counsel for the Reorganized Debtors By: /s/ Matthew A. Feldman Matthew A. Feldman Paul V. Shalhoub Robin Spigel Andrew S. Mordkoff 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Deadline - 3 - 16-11090-smb Doc 563 Filed 01/20/17 Entered 01/20/17 21:00:58 Main Document Pg 4 of 26 Matthew A. Feldman Paul V. Shalhoub Robin Spigel Andrew S. Mordkoff WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Counsel for the Reorganized Debtors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------------------------x In re: : Chapter 11 : AOG Entertainment, Inc., et al.,1 : Case No. 16-11090 (SMB) : Reorganized Debtors. : (Jointly Administered) -------------------------------------------------------x REORGANIZED DEBTORS’ MOTION FOR ORDER (I) AUTHORIZING ASSUMPTION OF AGREEMENT WITH FREMANTLEMEDIA LIMITED AND FREMANTLEMEDIA NORTH AMERICA, INC., AS AMENDED; AND (II) GRANTING RELATED RELIEF TO: THE HONORABLE STUART M. BERNSTEIN, UNITED STATES BANKRUPTCY JUDGE The reorganized debtors in the above-captioned cases (collectively, the “Debtors”) hereby move (the “Motion”) for entry of an order, pursuant to section 365(a) of title 11 of the United States Code Deadline(the “Bankruptcy Code”), Rule 6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 6006-1 of the Local Bankruptcy Rules for the Southern District of New York (the “Local Bankruptcy Rules”), (a) authorizing the 19 Parties (as defined below) to assume, as applicable, various agreements and 1 A list of the above-captioned Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number is attached as Exhibit A to Appendix I of the order confirming the Second Amended Joint Chapter 11 Plan of Reorganization for AOG Entertainment, Inc. and Its Affiliated Debtors [Docket No. 436] and at http://www.kccllc.net/AOG. The Debtors’ executive headquarters are located at 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA 90069. 16-11090-smb Doc 563 Filed 01/20/17 Entered 01/20/17 21:00:58 Main Document Pg 5 of 26 understandings (collectively, the “Fremantle Agreement”) related to the television format known as “Pop Idol” or “Idols,” the development and production of audio-visual productions based on such format throughout the world, and the exercise of distribution, exploitation, merchandising, sponsorship, music and other ancillary, subsidiary or allied rights related to such productions and/or such format, including, (i) Agreement, dated July 6, 2001, between Pearson Television Operations BV, as predecessor-in-interest to FremantleMedia Limited, and 19 TV Limited (the “2001 Agreement”); (ii) Settlement Agreement, dated November 28, 2005, between FremantleMedia Limited and 19 TV Limited (the “2005 Settlement”); and (iii) Confidential Settlement Agreement and Mutual General Release, dated September 24, 2013, between Core Media Group, Inc., 19 TV Limited, 19 Entertainment Limited, 19 Recordings Limited, on the one hand, and FremantleMedia Limited and FremantleMedia North America, Inc. (collectively, “Fremantle”), on the other hand (the “2013 Settlement”),2 in each case, as amended by the Amendment entered into as of January 11, 2017, between 19 TV Limited, 19 Entertainment Limited, 19 Recordings Limited, and with respect to certain aspects of the 2017 Amendment, NEG Operations, Inc. (collectively, the “19 Parties”), and with respect to certain aspects of the 2017 Amendment, NEG Parent LLC, NEG Holdings LLC, and Wilmington Trust, National Association, as administrative agent and collateral agent on behalf of the lenders party to the Debtors’ post-emergenceDeadline credit facility, on the one hand, and Fremantle, on the other hand (the “2017 Amendment”);3 and (b) granting related relief. In support of the Motion, the Debtors, by and through their undersigned counsel, respectfully represent: 2 The 2005 and 2013 Settlements both amend the 2001 Agreement, however, for the sake of clarity, they are referred to separately in this Motion. 3 Copies of the Fremantle Agreement and 2017 Amendment may be obtained from the Debtors’ counsel, subject to the recipient entering into a confidentiality agreement with the Debtors in form and substance satisfactory to the Debtors. - 2 - 16-11090-smb Doc 563 Filed 01/20/17 Entered 01/20/17 21:00:58 Main Document Pg 6 of 26 JURISDICTION 1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of these cases and this Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicate for the relief requested herein is section 365(a) of the Bankruptcy Code, as supplemented by Bankruptcy Rule 6006 and Local Bankruptcy Rule 6006-1. BACKGROUND A. General Background 2. On April 28, 2016 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. By order dated April 28, 2016, these chapter 11 cases were consolidated for procedural purposes only [Docket No. 23]. 3. By order dated September 23, 2016 [Docket No. 436] (the “Confirmation Order”), the Court confirmed the Second Amended Joint Chapter 11 Plan of Reorganization for AOG Entertainment, Inc. and Its Affiliated Debtors [Docket No.