Author Topic: Monster Beverage Corp. set to acquire VPX Bang Energy in deal worth up to $362m  (Read 3265 times)

Ron

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Monster Beverage Corp. set to acquire Bang Energy in deal worth up to $362m. The proposed auction for the sale of VPX's assets has been cancelled

Case Number: 22-17842 (PDR)


https://cases.stretto.com/VitalPharmaceuticals



NOTICE OF AUCTION CANCELLATION AND SUCCESSFUL BIDDER

PLEASE TAKE FURTHER NOTICE that, on June 23, 2023, the Debtors filed the Notice of Adjournment of Sale Hearing and Related Deadlines [ECF No. 1514], which notified parties in interest of, among other things, the adjournment of the Sale Hearing from June 30, 2023 at 10:00 a.m. (Prevailing Eastern Time) until a time to be determined. PLEASE TAKE FURTHER NOTICE that the Debtors, in consultation with the Consultation Parties, have determined that only one bid received for substantially all of the Debtors’ assets, from Blast Asset Acquisition LLC, an acquisition vehicle that is a subsidiary of Monster Beverage Corporation, is a Qualified Bid for such assets, and that no bids for less than substantially all of the Debtors’ assets are acceptable to the Debtors and the Consultation Parties. Therefore, pursuant to the Bidding Procedures, the Debtors are cancelling the Auction and designating Blast Asset Acquisition LLC as the “Successful Bidder.”

PLEASE TAKE FURTHER NOTICE that the Debtors entered into an Asset Purchase Agreement (the “APA”),3 by and between certain of the Debtors and Blast Asset Acquisition LLC, a copy of which is attached hereto as Exhibit 1, pursuant to which the Debtors shall sell substantially all of their assets to the Successful Bidder, subject to the terms and conditions set forth therein, including expiration of all applicable waiting periods, including under the Hart-Scott-Rodino Act (the “HSR Act”).


Selling Entities: Vital Pharmaceuticals, Inc. and certain of its Debtor affiliates.

Buyer Parties:
• Blast Asset Acquisition LLC, a subsidiary of Monster Beverage Corporation;
• Monster Energy Company, solely for purposes of Section 7.16 of the APA; and
• Monster Beverage Corporation solely for purposes of Section 7.16 and Section 10.16 of the APA.

Purchase Price

The aggregate consideration for all or substantially all of the assets of the Selling Entities will be up to $362,000,000, which shall be inclusive of
the full amount of the following:

• an amount in cash equal to the Cash Purchase Price;
• the Deposit (i.e., $25,000,000); and
• the assumption of the Assumed Liabilities by execution of the Assignment and Assumption Agreement.

An additional $10,000,000 to paid by the Buyer in cash promptly (but not later than thirty (30) days) following the Buyer’s receipt (pursuant to the
transfer documents in form and content reasonably satisfactory to the Buyer) of title to and ownership of certain Intellectual Property set forth
in the APA, presently titled in the name of Entourage IP Holdings, LLC.

The Seller will apply the Cash Purchase Price as follows:

(i) $16,000,000 to satisfy Encumbrances against the Owned Real Property;
(ii) $4,000,000 set aside to pay Excluded WARN Act Liabilities;
(iii) $4,000,000 set aside to pay all Liabilities to prior or current employees of the Seller for Excluded Liabilities; and
(iv) the remainder to pay the Debtors, subject to payment of the DIP Obligations as set forth in the Sale Order.

Ron

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PLEASE TAKE FURTHER NOTICE that a hearing to consider approval of the sale of the Debtors’ assets to Blast Asset Acquisition LLC will be held before the Honorable Judge Peter D. Russin, United States Bankruptcy Judge for the Southern District of Florida, at the Bankruptcy Court, 299 E Broward Blvd., Courtroom 112, Fort Lauderdale, FL 33301 on July 13, 2023 at 1:30 p.m. (Prevailing Eastern Time). The Sale Hearing may be adjourned from time to time without further notice to creditors or other parties in interest other than by announcement of the adjournment in open court or by notice filed on the docket in these chapter 11 cases.


deadz

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Nice deal. Jack will continue living the good life.
T