Here's The Diamond Bankruptcy Letter Sent to Debtors About The Auction

Here's the bankruptcy letter that Diamond Comic Distributors sent to debtors about the auction.

Article Summary

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (Baltimore Division)

NOTICE OF SALE, BIDDING PROCEDURES, AUCTION, AND SALE HEARING

PLEASE TAKE NOTICE that, on January 14, 2025 (the "Petition Date"), the above-captioned debtors and debtors in possession (collectively, the "Debtors") filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Maryland (the "Court"), commencing these chapter 11 cases.

PLEASE TAKE FURTHER NOTICE that, on January 21, 2025, the Debtors filed a motion (D.I. 68) (the "Bidding Procedures Motion") seeking entry of an order (the "Bidding Procedures Order") (i) authorizing and approving bidding procedures (the "Bidding Procedures") in connection with one or more sales or dispositions (collectively, the "Sale(s)") of the Alliance Assets, Diamond UK Assets, and all other assets of the Debtors (collectively, the "Assets"), (ii) authorizing certain Bid Protections, (iii) establishing certain dates and deadlines for the sale process, (iv) scheduling the auction (the "Auction") and the sale hearing (the "Sale Hearing") in connection with the Sale(s), (v) approving the form and manner of notice of the Auction, the Sale, and the Sale Hearing, (vi) approving procedures for the assumption and assignment of certain executory contracts and unexpired leases in connection with the Sale and approving the form and manner of notice thereof, and (vii) granting related relief.

PLEASE TAKE FURTHER NOTICE that, attached hereto as Schedule 1 , is a description of the Assets for sale in connection with the Debtors' proposed sale process.

^¹ The Debtors in these chapter 11 cases, along with the last four digits of the Debtors' federal tax identification numbers, are: Diamond Comic Distributors, Inc. (3158); Diamond UK Holdings, LLC (6585). The Debtors' mailing address is: 10150 York Road, Suite 300, Hunt Valley, Maryland 21030.

Capitalized terms not defined in this notice are used as defined in the Bidding Procedures Motion or the Bidding Procedures, as applicable.

PLEASE TAKE FURTHER NOTICE

Objections to the Sale(s) or conduct of the Auction . If any, must (i) be in writing, (ii) state with particularity the grounds for the objection, (iii) conform to the Bankruptcy Rules and the Local Bankruptcy Rules, (iv) be filed with the Court by the Sale Objection Deadline or the Adequate Assurance Objection Deadline, as applicable, and (v) be served on the following parties: (a) proposed counsel to the Debtors, Saul Ewing LLP, 1001 Fleet Street, 9th Floor, Baltimore, MD 21202, Attn: Jeffrey C. Hampton ([email protected]) and Adam H. Isenberg ([email protected]); (b) counsel to the Stalking Horse Bidder, Pepper Hamilton LLP, 1313 Market Street, Suite 5100, Wilmington, DE 19801, Attn: Paige N. Topper ([email protected]); (c) counsel to the DIP Lender, Troutman Pepper Locke LLP, 1111 Market Street, Suite 2300, Wilmington, DE 19801, Attn: Jonathan W. Young ([email protected]); (d) proposed counsel to the Committee, (i) Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, NY 10020, Attn: Bruce S. Nathan ([email protected]) and Gianfranco Finizio ([email protected]), (ii) Tydeco Ventures LLC, 300 E. Pratt St., Suite 901, Baltimore, MD 21201, Attn: Marybeth Stephenson ([email protected]), and Denis J. Shaffer ([email protected]); and (e) any Successful Bidder(s).

CONSEQUENCES OF FAILING TO TIMELY FILE AN OBJECTION

ANY PARTY WHO FAILS TO MAKE A TIMELY SALE OBJECTION OR OBJECTION RELATED TO THE IDENTITY OF THE SUCCESSFUL BIDDER(S) (OTHER THAN THE STALKING HORSE BIDDER) OR ADEQUATE ASSURANCE OF FUTURE PERFORMANCE BY THE SUCCESSFUL BIDDER(S) ON OR BEFORE THE SALE OBJECTION DEADLINE OR ADEQUATE ASSURANCE OBJECTION DEADLINE, AS APPLICABLE, IN ACCORDANCE WITH THE BIDDING PROCEDURES ORDER, MAY BE FOREVER BARRED FROM ASSERTING ANY SALE OBJECTION, INCLUDING WITH RESPECT TO THE TRANSFER OF THE ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS.

Sale Free and Clear

The Sale(s) will be free and clear of, among other things, any claims arising from any conduct of the Debtors prior to the closing of the Sale(s), whether known or unknown, due or to become due, absolute or contingent, inchoate or otherwise, long as such claims arise out of or relate to events occurring prior to the closing of the Sale(s). Accordingly, as a result of the Sale(s), the Purchaser(s) will not be a successor to the Debtors under any theory of law or equity, and the Purchaser(s) will have no liability, except as expressly provided in any Sale Order or Asset Purchase Agreement, for any liens, claims, encumbrances and other interests against or in any of the Debtors under any theory of law, including successor liability theories.

Obtaining Additional Information

Copies of the Bidding Procedures Motion, the Bidding Procedures, the Stalking Horse Agreement and all other documents filed with the Court, are available free of charge on the Debtors' case information website, located at https://dm.epiq11.com/case/diamond-3721, or can be requested by calling the Debtors' claims and noticing agent Omni Agent Solutions, at 866-751-0554 (U.S. & Canada) toll free or 818-639-5749 (International).

FAILURE TO ABIDE BY ANY OF THE BIDDING PROCEDURES, THE BIDDING PROCEDURES ORDER OR ANY OTHER ORDER OF THE COURT IN THE CHAPTER 11 CASES MAY RESULT IN THE REJECTION OF YOUR BID.