The US Bankruptcy Court gave an order approving the bidding procedures relating to the sale of substantially all the assets of Sequential Brands Group, Inc on September 24, 2021. The Court approved the asset purchase agreement between the debtors(Sequential Brands Group, Inc., Galaxy Brands LLC, The Basketball Marketing Company, Inc., American Sporting Goods Corp and Gaiam Americas, Inc.) and Gainline Galaxy Holdings LLC, the stalking horse bidder, for a purchase price of $333 million (i.e. $55.5 million in cash, (ii) $227.5 million in debt financing (funded by the Term B Lenders), and (iii) $50.0 million in the form of equity in Galaxy) pursuant to the asset purchase agreement, dated August 31, 2021; Joe’s Holdings LLC and Centric Brands LLC, the stalking horse bidder, for a total consideration of $42 million comprised of $38.25 million payable upon closing of the transaction, and for each of the five consecutive years following the closing of the transaction, an annual cash payment equal to 1.0% of net wholesale sales for the applicable year, subject to a minimum payment of $0.75 million per year (the “Earnout Payments”), pursuant to the asset purchase agreement, dated August 31, 2021. The debtor’s assets include Joe’s Jeans brand. To qualify as a qualified bidder, interested parties should submit their bids by October 25, 2021, along with good-faith deposit in the amount of 10% of the proposed purchase price for the applicable assets. The auction shall commence at the baseline bid determined by the debtor prior to auction. The debtor has scheduled an auction on October 28, 2021. At the auction, the subsequent bids would be in increments of amounts determined by the debtor at the outset of the auction. The stalking horse bidder would be entitled to a break-up fee equal to 3.9% of the purchase price under the Galaxy APA, which amount is $12.99 million, and a break-up fee and expense reimbursement collectively equal to 3.9% of the purchase price under the Centric APA, which amount is approximately $1.40 million for the break-up fee and up to $0.20 million for the expense reimbursement in case of termination of the asset purchase agreement. The sale hearing is scheduled for November 4, 2021. Gregory B. Astrachan, Paul V. Shalhoub and Jonathan S. Kubek of Willkie Farr & Gallagher LLP acted as legal advisor to Gainline Galaxy Holdings LLC, Joshua Brody, William Sorabella and Jason Zachary Goldstein of Gibson, Dunn & Crutcher LLP acted as legal advisors to Sequential Brands Group, Inc. Daniel I. Fisher and Brad Kahn of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to Centric Brands LLC.