In Re Vice Group Holding Inc.

652 Bankr. 423 (2023)

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Nature Of The Case

This section contains the nature of the case and procedural background.

Facts

Debtors and Showtime are parties to an agreement for the production and licensing of a television documentary series (Vice Series), which Debtors seek to assume and assign to Purchaser. Purchaser is an acquisition vehicle formed by three asset management companies: Fortress Credit Advisors LLC, Monroe Capital LLC, and Soros Fund Management LLC (the 'Prepetition Secured Lenders'). The Prepetition Secured Lenders lent Debtors $474.6 million under a prepetition secured debt facility, $57 million in new money loans to fund Debtors' operations, and $10 million of new money debtor-in-possession financing. Purchaser is acquiring Debtors' assets as a going concern and anticipates retaining management and key employees. The Vice Series is a weekly newsmagazine docuseries. Under the terms of the Showtime Contract, Debtors were to 'produce, deliver, and license . . . a documentary series' up to eight seasons for exhibition on Showtime's premium television network. Showtime has approval rights over creative elements and key personnel involved in creating the Vice Series, including 'talent, executive producers, showrunner, director, line producer, production accountant, production counsel, and department heads.' Showtime also has takeover rights if the 'approved director of the [Vice] Series shall be incapacitated from performing directing services.' Debtors are current on their obligations under the Showtime Contract, and no cure amount exists. The Showtime Contract is executory in nature. The remaining issues are (i) whether the Showtime Contract is a contract for personal services and therefore unassumable and unassignable, and (ii) whether Purchaser has provided adequate assurance of future performance of the Showtime Contract as required for assignment under 11 U.S.C. § 365(f)(2)(B).

Issues

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Holding & Decision

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Legal Analysis

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