Item 1.01 - Entry into a Material Definitive Agreement.
As previously disclosed, on September 15, 2008 (the "Petition Date"), IFL
Corp. ("IFLC"), a wholly-owned subsidiary of International Fight League, Inc.
(the "Corporation"), filed a voluntary petition for reorganization relief under
chapter 11 of the United States Bankruptcy Code ("Bankruptcy Code") in the
United States Bankruptcy Court for the Southern District of New York (the
"Court"). IFLC's bankruptcy case is docketed as In re IFL Corp., Case
No. 08-13589 (MG), and IFLC will continue to operate its business and manage its
properties as a "debtor-in-possession" pursuant to sections 1107(a) and 1108 of
the Bankruptcy Code.
On September 19, 2008, IFLC filed with the Court a motion for orders
(a) authorizing IFLC to sell all or substantially all of its assets to HDNet LLC
("HDNet"), subject to higher and better offers, (b) approving bid procedures,
(c) scheduling auction and sale hearing and (d) granting related relief (the
"Sale Motion"). In connection with the Sale Motion, on September 19, 2008, IFLC
and HDNet entered into an asset purchase agreement (the "Asset Purchase
Agreement"), which contemplates the sale of substantially all of IFLC's assets
(the "Purchased Asset") to HDNet for total consideration of $650,000 in cash and
the assumption by HDNet of certain liabilities of IFLC. The Asset Purchase
Agreement is subject to higher and better offers as set forth in the Sale
Motion.
The closing (the "Closing") of the transactions contemplated by the Asset
Purchase Agreement (the "Transactions") is subject to customary closing
conditions, including, among others, that the order (the "Sales Order") of the
Bankruptcy Court (i) authorizing and approving the Transactions and
(ii) containing certain findings of facts, including, without limitation, a
finding that HDNet is a good faith purchaser pursuant to section 363(m) of the
Bankruptcy Code, shall have been entered with the Court, shall have become a
final order and shall be in form and substance satisfactory to HDNet in its sole
reasonable discretion.
The Asset Purchase Agreement may be terminated at any time prior to the
Closing (a) by mutual written consent of IFLC and HDNet, (b) by IFLC or HDNet if
an order of a court or other competent authority preventing the consummation of
the Transactions shall have become final and non-appealable; (c) by either party
upon ten days' written notice, if the Closing shall not have occurred on or
prior to December 31, 2008; provided, that the failure of the Closing to occur
by such date is not due (in whole or in part) to a material breach by the
terminating party of such party's representations, warranties or covenants under
the Asset Purchase Agreement; (d) by HDNet if IFLC agrees in writing, publicly
announces its intention or is authorized by its board of directors to, directly
or indirectly, sell any portion of the Purchase Assets to a third party; (e) by
HDNet if there has been a material breach by IFLC of any of its representation,
warranties or covenants contained in the Asset Purchase Agreement, which breach
is not curable or if curable, is not cured within 30 days after notice of such
breach is given by HDNet to IFLC; or (f) by IFLC or HDNet if the Bankruptcy
Court approves an alternative transaction to the Transactions with or by any
party other than HDNet. In the event the Asset Purchase Agreement is terminated
following the Court's entry of the Sales Order by HDNet for any of the reasons
specified in clauses (c), (d), (e) or (f) or by IFLC for the reason specified in
clause (f), HDNet will be entitled to a break-up fee of $19,500, as its sole and
exclusive remedy (except in the case of a willful breach of the Asset Purchase
Agreement by IFLC).
The description of the Asset Purchase Agreement set forth in this Current
Report on Form 8-K does not purport to be complete and is qualified in its
entirety by reference to the full text of the Asset Purchase Agreement, a copy
of which will is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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Item 8.01 - Other Events.
Orders Entered By the Court In IFLC's Bankruptcy Proceeding
On September 17, 2008, the Court entered the following orders in IFLC's
bankruptcy proceeding:
1. an order granting IFLC's motion for an order (I) authorizing IFLC to (A)
continue and maintain its consolidated cash management system, (B) continue
and maintain its existing bank accounts and (C) use existing business forms;
(II) granting a waiver of Section 345 Investment Guidelines; and
(III) granting related relief;
2. an order granting motion (I) authorizing IFLC to pay pre-petition wages and
salaries and related taxes and (II) directing all banks to honor checks for
payment of pre-petition employee obligations; and
3. an interim order (I) prohibiting utility companies from discontinuing,
altering or refusing service on account of pre-petition invoices,
(II) deeming utility companies to have adequate assurance of future payment
and (III) establishing procedures for resolving requests for additional
assurance.
IFLC's Motion To Sell Substantially All Assets
As discussed in Item 1.01 of this Current Report on Form 8-K, on
September 19, 2008, IFLC filed with the Court the Sale Motion. A hearing to
consider the Sale Motion is scheduled for October 10, 2008 at 10:00 a.m.
(prevailing Eastern time).
The description of the Sales Motion set forth in this Current Report on Form
8-K does not purport to be complete and is qualified in its entirety by
reference to the full text of the Sales Motion, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Where to Obtain Additional Information About IFLC's Bankruptcy Proceeding
Additional information on IFLC's filing under the Bankruptcy Code, including
access to Court documents and other general information about the chapter 11
cases, is available online at www.nysb.uscourts.gov to users of the Court's case
filing system (the User's Manual for the Electronic Case Filing System can be
found at http://www.nysb.uscourts.gov, the official website for the Court), and
to all other persons from the Clerk of the Court during normal business hours.
The Court is located at One Bowling Green, New York, New York 10004. Materials
filed with the Court are not prepared for the purpose of providing a basis for
an investment decision relating to Corporation's stock or debt or for comparison
with other financial information filed with the U.S. Securities and Exchange
Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 - Asset Purchase Agreement, dated September 19, 2008, between
IFLC and HDNet.
Exhibit 99.1 - Sale Motion filed with the Court on September 19, 2008.
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