Togut Firm Shepherds Global Digital Media Company Vice Group Holding, Inc. (n/k/a Venus Liquidation Inc.) and 32 Affiliated Entities Through Chapter 11 and Obtains Confirmation of Liquidating Plan

May 15, 2024 | News & Announcements

On May 15, 2023 (the “Petition Date”), less than six years removed from a $5.7 billion enterprise valuation and after decades of pioneering a new age for global independent and youth-oriented multimedia content, Vice Group Holding, Inc. and 32 of its affiliated entities (the “Debtors”) engaged Togut Segal & Segal LLP (the “Togut Firm”) to prepare and file petitions for Chapter 11 bankruptcy to effectuate an expeditious going concern sale of their businesses in the United States Bankruptcy Court for the Southern District of New York. At a hearing held on April 30, 2024 before Bankruptcy Judge John P. Mastando III, the Togut Firm, as restructuring counsel, and A&O Shearman, as co-counsel, successfully obtained confirmation of a chapter 11 plan of liquidation dated as of April 25, 2024 (“Plan”) on a consensual basis. Frank A. Pometti from Alix Partners served as the Debtors’ Chief Restructuring Officer with Alix Partners providing financial advisory support to the Debtors. PJT Partners and LionTree served as the Debtors’ co-investment bankers. Bankruptcy Judge Mastando, who oversaw the Debtors’ bankruptcy proceedings, congratulated the parties on confirmation and thanked the professionals for their efforts in achieving this result. The Plan went effective on May 14, 2024.

Due to severe liquidity constraints, the Debtors entered Chapter 11 seeking a highly expedited going concern sale to a stalking horse purchaser (the “Sale”) of their award-winning digital media assets to preserve and maximize value, as well as preserve a substantial part of their workforce who would be offered employment by the stalking horse purchaser. In less than 40 days from the Petition Date, following multiple hearings and the solicitation of higher or better offers, Bankruptcy Judge Mastando entered an order approving the Sale based on a $350 million “credit bid” to a consortium of stalking horse purchasers, including Fortress Investment Group, Soros Fund Management and Monroe Capital (the “Purchasers,” which also served as DIP financing lender). The closing of the Sale occurred, effective as of July 31, 2023, following a settlement among the Debtors, the Purchasers, and the Official Committee of Unsecured Creditors. Pursuant to the Sale, more than $20 million in payment obligations were assumed by the Purchasers to “cure” prepetition defaults under the executory contracts assumed and assigned under the Purchase Agreement in connection with the closing of the Sale.

Following the Sale, the Togut Firm and Mr. Pometti negotiated settlements with key creditor constituents that paved the way for a confirmable Plan. Under the Plan, a Plan Administrator will be funded with a $500,000 reserve for unsecured creditor recoveries, and approximately $1.5 million to allow the Plan Administrator to effectively pursue certain retained causes of action on behalf of unsecured creditors and to complete the administration of the chapter 11 cases.