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| AM > SEC Filings for AM > Form 8-K on 11-Jun-2012 | All Recent SEC Filings |
11-Jun-2012
Entry into a Material Definitive Agreement, Completion of Acquisition or
On June 6, 2012, UK Greetings Limited ("UKG") and Lakeshore Lending Limited ("Lakeshore"), each of which is a wholly-owned subsidiary of American Greetings Corporation ("American Greetings"), entered into an Agreement (the "Agreement") with (a) Clinton Cards PLC and its subsidiaries, Birthdays Retail Limited, Clinton Cards (Essex) Limited, Papertree Limited, Selectacard Limited, Strand Cards Limited, and The Greetings Store Group Limited (collectively, the "Sellers"), and (b) Peter Mark Saville, Simon Vincent Freakley and Anne Clare O'Keefe, each of which is a partner of Zolfo Cooper LLP (collectively, the "Joint Administrators"), in their respective capacities as joint administrators of each of the Sellers (acting as agent of each of the Sellers), for the purchase by Lakeshore (the "Acquisition") of certain assets and the related business of the Sellers.
The Sellers, which operate a specialty greeting card retail chain in the United Kingdom, were placed into administration on May 9, 2012 after Lakeshore acquired all of the outstanding senior secured debt of Clinton Cards PLC for approximately £35 million. "Administration" is a procedure broadly similar to Chapter 11 bankruptcy in the United States, which gives a debtor (under the control of its administrators) an opportunity to restructure its business. The legacy business of the Sellers had been an important customer to American Greetings' international business for approximately forty years, and was one of American Greetings' largest customers.
Under the terms of the Agreement, it is expected that Lakeshore will acquire from the Sellers approximately 400 stores, together with related inventory and overhead, as well as the Clinton Cards and related brands. The final number of stores acquired will depend on negotiations with landlords at each respective location, who must generally consent to the assignment of the leases for such stores on terms that are acceptable to Lakeshore. If Lakeshore cannot negotiate leases assignments that are acceptable, or if the applicable landlord withholds consent to the assignment of its store lease, then Lakeshore may close the stores and the Sellers will be responsible for any further obligations under the store lease. The stores and assets not acquired by Lakeshore remain part of the administration process under the direction of the Joint Administrators. It is anticipated that the remaining assets will be liquidated and proceeds will be used to repay the Sellers' creditors, including Lakeshore. The Joint Administrators previously announced that they identified approximately 350 stores to be closed and were seeking concessions from certain creditors of the Sellers, particularly its landlords.
The Joint Administrators conducted an auction of the remaining assets of the business of the Sellers that they believed constituted a viable ongoing business. Lakeshore bid £23 million for certain of these remaining assets. The bid took the form of a "credit bid" that uses a portion of the outstanding senior secured debt owed to Lakeshore by Clinton Cards to pay the purchase price for the assets. Lakeshore will seek to recover the approximately £12 million remaining senior secured debt claim held by it through the liquidation process. However, it is possible that there may not be sufficient proceeds, net of administration costs, to cover the entire remaining investment. The liquidation process, and the negotiations with landlords for stores included in the Acquisition, is expected to take approximately six to twelve months.
The disclosure under Item 1.01 of this Current Report on Form 8-K relating to the Acquisition is incorporated herein by reference.
(a) Financial Statements of Businesses Acquired.
To the extent required, American Greetings will provide the financial statements required by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
To the extent required, American Greetings will provide the pro forma financial information required by Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement dated June 6, 2012, by and among (i) UK Greetings Limited,
(ii) Lakeshore Lending Limited, (iii) Clinton Cards PLC, Birthdays
Retail Limited, Clinton Cards (Essex) Limited, Papertree Limited,
Selectacard Limited, Strand Cards Limited, and The Greetings Store
Group Limited (collectively, the "Sellers"), and (iv) Peter Mark
Saville, Simon Vincent Freakley and Anne Clare O'Keefe (collectively,
the "Joint Administrators"), in their respective capacities as joint
administrators of each of the Sellers (acting as agent of each of the
Sellers).*
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* Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. American Greetings agrees to furnish supplementally a copy of any such exhibit or schedule, or any section thereof, to the Securities and Exchange Commission upon request.
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