VICE Media Group today announced that it has agreed to the terms of an asset purchase agreement (“APA”) with a consortium of its lenders (the “Lender Consortium”), pursuant to which the Lender Consortium has agreed to purchase the Company, subject to higher and better bids from other parties and to the terms of the APA. The Lender Consortium includes Fortress Investment Group, Soros Fund Management and Monroe Capital, and has agreed to provide total purchase consideration of approximately $225 million in the form of a credit bid for substantially all of the Company’s assets, in addition to the assumption of significant liabilities upon closing.
To facilitate the sale, VICE has filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the Southern District of New York. The Company is seeking approval of the proposed transaction pursuant to Section 363 of Chapter 11 of the U.S. Bankruptcy Code, which will allow outside parties to submit higher or better bids for the Company. In addition, the transaction is subject to Bankruptcy Court approval, antitrust approval, any other approvals that may be required by law, and other customary conditions.
VICE has also obtained commitments for debtor-in-possession (“DIP”) financing from the Lender Consortium, as well as consent to use more than $20 million of cash that constitutes the cash collateral of the Lender Consortium. VICE anticipates that this financing, as well as the cash generated from ongoing operations, will be more than sufficient to fund its business throughout the sale process, which it expects to conclude in the next two to three months.
All of VICE’s multi-platform media brands, including VICE, VICE News, VICE TV, VICE Studios, Pulse Films, Virtue, Refinery29 and i-D, will continue to produce and deliver award-winning content across platforms. Substantially all of the company’s international entities, and the VICE TV joint venture with A&E, are not part of the Chapter 11 filing.
“VICE serves a huge global audience with a unique brand of news, entertainment and lifestyle content,” said Bruce Dixon and Hozefa Lokhandwala, VICE’s Co-Chief Executive Officers. “This accelerated court-supervised sale process will strengthen the Company and position VICE for long-term growth, thereby safeguarding the kind of authentic journalism and content creation that makes VICE such a trusted brand for young people and such a valued partner to brands, agencies and platforms. We will have new ownership, a simplified capital structure and the ability to operate without the legacy liabilities that have been burdening our business. We look forward to completing the sale process in the next two to three months and charting a healthy and successful next chapter at VICE.”
VICE has filed a number of customary first day motions with the U.S. Bankruptcy Court seeking authorization to support its operations during the court-supervised sale process, including the continued payment of employee wages and benefits without interruption and the payment to vendors and suppliers on normal terms for goods and services provided on or after the filing date. The Company expects to receive Court approval for these requests.
VICE Media Group is a global multi-platform media company. Its Emmy and Peabody Award-winning News division just launched its fourth season of VICE on Paramount+ with Showtime and its coverage of the war in Ukraine has been watched on TikTok by hundreds of millions of people. Its studio group, including Pulse Films, produced Bamarush for HBO Max, Lewis Capaldi: How I’m Feeling Now for Netflix, American Gladiators for ESPN, Gangs of London for Sky, and Tell Me Lies for Hulu. Its advertising, commercial and music video teams work with brands and artists ranging from Coke to Target, and Harry Styles to Stormzy and created award-winning campaigns such as “Backup Ukraine” and “Unfiltered History.” VICE TV is home to shows including Tales from the Territories, produced by Dwayne “the Rock” Johnson and the Dark Side franchise, including Dark Side of the Ring, Dark Side of Comedy and Dark Side of the 90s. And its publishing division, including Refinery29 and the fashion bible i-D, enjoys an unmatched level of brand engagement with Gen Z.
Additional information regarding the court-supervised process is available at https://www.vmgrestructuring.com/. Court filings and other information about the claims process are available at https://cases.stretto.com/vice, or by calling the Company’s claims agent, Stretto, toll-free at 855-620-5725, or 949-620-1618 for calls originating outside of the U.S., sending an email to ViceInquiries@stretto.com.
Togut, Segal & Segal LLP and Shearman & Sterling LLP are serving as legal counsel, PJT Partners/LionTree are serving as financial advisor, and AlixPartners is serving as restructuring advisor.
Gibson, Dunn & Crutcher LLP is serving as legal counsel to the Lender Consortium, and Houlihan Lokey is serving as financial advisor.
About VICE Media Group:
VICE Media Group is a global multi-platform media company. Launched in 1994, VICE has offices across multiple countries and a focus on five key businesses: VICE.com, an award-winning international network of digital content; VICE Studios, a feature film and television production studio; VICE TV, an Emmy-winning international television network; a Peabody award-winning News division with the most Emmy awarded nightly news broadcast; and Virtue, a global, full-service creative agency. VICE Media Group’s portfolio includes Refinery29, the leading global media and entertainment company focused on women; Pulse Films, a London-based next-generation production studio with an office in Los Angeles; and i-D, a global digital and quarterly magazine defining fashion and contemporary culture and design.