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FBNIQ > SEC Filings for FBNIQ > Form 8-K on 6-Dec-2013All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01 Other Information.

As previously disclosed by FBI Wind Down, Inc., formerly known as Furniture Brands International, Inc. (the "Company"), on September 9, 2013, the Company and its direct and indirect domestic subsidiaries (collectively with the Company, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). The Chapter 11 cases are being jointly administered under the caption "In re FBI Wind Down, Inc., et al.", Case No. 13-12329 (the "Chapter 11 Cases").

On December 2, 2013, the Debtors filed their monthly operating report for the period of September 29, 2013 - October 26, 2013 (the "Monthly Operating Report") with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, as previously disclosed by the Company, on October 2, 2013, the Debtors entered into a "stalking horse" Asset Purchase Agreement (the "KPS Asset Purchase Agreement") with certain affiliates of KPS Capital Partners L.P. as set forth in the KPS Asset Purchase Agreement (collectively, the "KPS Purchasers"), pursuant to which the KPS Purchasers agreed to purchase substantially all of the assets of the Company (such assets, the "Assets," and such transaction, the "Asset Sale").

On November 25, 2013, the Company completed the Asset Sale. The Asset Sale was conducted pursuant to the provisions of Sections 105, 363 and 365 of the Bankruptcy Code and was effected pursuant to the previously disclosed KPS Asset Purchase Agreement, as amended. In consideration for the sale of the Assets, the Company received total consideration of approximately $280,000,000, which was satisfied by cash and a "credit bid" (as defined within the meaning of Section 363(k) of the Bankruptcy Code) of amounts owed under the Company's postpetition secured credit agreement. In addition, the KPS Purchasers assumed specified liabilities as set forth in the Asset Purchase Agreement. The Company does not expect to be able to distribute any proceeds from the Asset Sale to shareholders and therefore continues to believe that the shares of its common stock are worthless.

Cautionary Statement Regarding the Monthly Operating Report The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers limited time periods, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with U.S. generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter and otherwise different from those required in the Company's periodic reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such information might not be indicative of the Company's financial condition or operating results for a period that would be reflected in the Company's financial statements or in its reports pursuant to the Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K (this "Current Report") and Exhibit 99.1 hereto may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company's management. Words such as "guidance", "outlook", "believes", "expects", "appears", "may", "will", "should", "intend", "target", "projects", "estimates", "plans", "forecast", "is likely to", "anticipates", or the negative thereof or comparable terminology, are intended to identify such forward looking statements. Any statement that is not a historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report, is a forward-looking statement. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, factors discussed under the section entitled "Risk Factors" in the Company's reports filed with the Securities and Exchange Commission and the challenges and risks associated with operating and managing the business under Chapter 11 protection. Many of such factors relate to events and circumstances that are beyond the Company's control. You should not place undue reliance on forward-looking statements. The Company does not assume any obligation to update the information contained in this Current Report.


(d) Exhibits.

Exhibit No.   Description

99.1         Monthly Operating Report filed with the United States Bankruptcy
             Court for the District of Delaware.

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