

Search
Liquidating book retailer Borders Group Inc. has received approval to go ahead with the sale of its intellectual property and real estate leases.
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York approved bidding procedures for the two sales on Wednesday, according to Bruce Buechler at Lowenstein Sandler PC, counsel to the official committee of unsecured creditors.
Streambank LLC has been appointed to market the intellectual property for sale.
The debtor does not yet have a stalking-horse bidder in place for the IP sale, which will include its borders.com website, but there has been a lot of interest in the assets, Streambank principal David Peress said.
Under the bidding procedures, the debtor can still select a stalking-horse bidder for the IP before the auction. If a stalking-horse bidder is secured, the debtor would provide it with $250,000 in expense reimbursement if it doesn't win the auction.
Borders has set a Sept. 8 bid deadline for the IP. It will hold an auction Sept. 14, and the sale hearing has been scheduled for Sept. 20. The debtor is hoping to complete the IP sale by Sept. 30. A 10% deposit is required for bids.
The IP sale includes all trademarks, service marks, trade names, brands, logos, Internet domain names, corporate names, membership lists, customer information and other assets.
Borders also received approval of bidding procedures for the sale of its real estate leases at the Wednesday hearing.
Borders will sell its real estate leases as going-out-of-business sales are completed at the store locations.
The debtor will solicit bids for the leases in two separate auctions. For the first, Borders has set an Aug. 26 bid deadline, an auction on Aug. 31 and a sale hearing scheduled for Sept. 8.
The second auction has a Sept. 7 bid deadline, with the auction scheduled for Sept. 13 and a sale hearing set for Sept. 20.
Under the bidding procedures, a deposit of 10%, or $15,000, per lease is required. Interested bidders must offer at least the cure amount, which is the amount owed to repay the default on a lease, plus $10,000 in cash for each lease, court papers said.
DJM Realty is marketing the real estate leases for sale.
According to David L. Pollack at Ballard Spahr LLP, counsel to landlords covering 19 properties, DJM has indicated that there is some interest in the leases. However, Pollack said he doesn't expect more than 100 of the roughly 400 leases to be sold because of the large amount of real estate available.
A consortium of liquidators -- Hilco Merchant Resources LLC, SB Capital Group LLC, Tiger Capital Group LLC, Gordon Brothers Retail Partners LLC and Great American Group LLC -- are conducting going-out-of-business sales at Borders' stores.
According to court filings, the sales are expected to generate a minimum of $252 million and up to $284 million in cash.
The debtor had hoped to save up to 35 stores from liquidation through a sale to Books-A-Million Inc., but the deal collapsed July 25 because the parties could not agree on terms and GOB sales at the stores had already started.
Borders faced a July 1 deadline to secure a stalking-horse bid under the terms of its $505 million debtor-in-possession loan from a group of lenders including GE Capital Corp., GA Capital LLC, Tennenbaum Capital Partners LLC, Stone Tower Credit Funding I Ltd. and GB Merchant Partners LLC.
The liquidation will allow the Ann Arbor, Mich., debtor to repay its DIP in full in cash, court papers said.
Phoenix private equity firm Najafi Cos. withdrew its $450 million proposed stalking-horse bid on the eve of a July 14 bidding procedures hearing after Najafi affiliate BB Brands LLC refused to eliminate a provision in the bid agreement that would have allowed it to liquidate the company after purchasing it.
Borders owned a chain of 642 mall-based and freestanding stores under the Borders, Waldenbooks, Borders Express and Borders Outlet names when it filed for bankruptcy protection on Feb. 16 because of low consumer spending, tight liquidity, issues with its suppliers and a $168.2 million net loss for 2010 as of Dec. 25.The company has 399 retail stores left after closing outlets. Liquidators Hilco, SB Capital, Tiger Capital and Gordon Brothers sold the inventories at the stores.
All but three of Borders' locations are in the United States. The other three are in Puerto Rico. Borders has about 6,100 employees.
Debtor counsel Andrew Glenn, David Rosner, Jeffrey Gleit and David Friedman of Kasowitz Benson Torres & Friedman LLP did not return calls for comment.
In addition to Buechler, unsecured creditors' counsel is also Bruce Nathan and Paul Kizel at Lowenstein Sandler.
Holly Felder Etlin, Pilar Tarry and Clayton G. Gring of AP Services LLC are Borders' crisis managers.

Goldman, Sachs & Co. veteran Tracy Caliendo will join Bank of America Merrill Lynch in September as a managing director and head of Americas equity hedge fund services. For other updates launch today's Movers & shakers slideshow.
When will companies stop refinancing and jump back into M&A? More video