iMedia Brands Completes Successful Transaction for Asset Sale to IV Media, LLC

Rhea-AI Summary

Global media company iMedia Brands, Inc. has been acquired by IV Media, LLC for approximately $55 million. The acquisition includes iMedia Brands' assets and businesses, such as ShopHQ Networks and Christopher & Banks. The transaction has been approved by the Bankruptcy Court.

Positive

• IV Media, LLC has successfully acquired iMedia Brands, Inc. for approximately $55 million
• The acquisition includes iMedia Brands' assets and businesses, such as ShopHQ Networks and Christopher & Banks
• The transaction has been approved by the Bankruptcy Court

Negative

• None.

IV Media Acquires Substantially All of iMedia Brands’ Assets

Company’s Operations Will Continue Uninterrupted

Transaction Approved by Bankruptcy Court on August 14, 2023

MINNEAPOLIS--(BUSINESS WIRE)-- Global media company iMedia Brands, Inc. (the “Company” or “iMedia”) (OTC: IMBIQ) today announced that it has successfully closed its Asset and Equity Purchase Agreement (“AEPA”) with IV Media, LLC (“IV Media”), a subsidiary of Innovation Ventures, LLC, the producer and distributor of 5-hour ENERGY^® shots. Through the AEPA, IV Media has acquired substantially all assets of iMedia Brands on a going-concern basis, including its ShopHQ Networks, 1-2-3.tv, iMDS, J.W. Hulme, and Christopher & Banks businesses for approximately $55 million of transaction value, plus the assumption of certain liabilities, contracts, and ongoing expenses.

“On behalf of iMedia, I am pleased to announce the purchase of iMedia’s operating assets by IV Media,” said James Alt, Chief Transformation Officer, iMedia. “Under new ownership, both companies will be well positioned to grow and achieve great success together well into the future. With IV Media’s partnership, iMedia will continue delivering customers the diverse range of brands they desire through captivating content. Today’s announcement is a great outcome for iMedia, and I thank our valued team and partners for their continued support during this process.”

“We are pleased with the outcome and the process and are looking forward to working closely with iMedia going forward,” said Vince Bodiford, Head of Communications, Innovation Ventures, LLC and 5-hour ENERGY^®.

Following completion of the court-approved auction process on August 10, 2023, and in consultation with lenders and the Official Committee of Unsecured Creditors, the Company selected IV Media, LLC as the winning bidder. At the Sale Hearing on August 14, 2023, the U.S. Bankruptcy Court for the District of Delaware approved iMedia’s entry into the AEPA pursuant to Section 363 of the U.S. Bankruptcy Code.

Additional information regarding the Company’s Chapter 11 process is available at cases.stretto.com/iMediaBrands. Stakeholders with questions may call the Company’s Claims agent Stretto at (855) 794 – 3801 (U.S.) or (949) 340 – 0398 (outside the U.S. or Canada), or email at iMediaInquiries@stretto.com.

Ropes & Gray LLP and Pachulski Stang Ziehl & Jones LLP are serving as legal counsel, Lincoln International LLC is serving as investment banker, Huron Consulting Group is serving as financial advisor, and C Street Advisory Group is serving as strategy and communications advisor to the Company.

Greenberg Traurig, LLP and Oakland Law Group, PLLC are serving as legal counsel to IV Media.

About iMedia Brands, Inc.
iMedia Brands, Inc. (OTCMKTS: IMBIQ) is a global media company capitalizing on the convergence of entertainment, ecommerce, and advertising. The Company owns and operates four television networks, which are ShopHQ, ShopBulldogTV, ShopHQHealth and 123tv. ShopHQ, the company’s flagship television network with a thirty-year history, is nationally distributed in the U.S. to over 90 million homes via its affiliation agreements in cable, satellite, and broadcast, and reach viewers through its social platforms and its OTT App on Roku, Apple TV, Amazon Fire and Samsung Smart-televisions.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This document contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact, including statements regarding anticipated timing of filings with the SEC are forward-looking. The Company often uses words such as anticipates, believes, estimates, expects, intends, seeks, predicts, hopes, should, plans, will, or the negative of these terms and similar expressions to identify forward-looking statements, although not all forward-looking-statements contain these words. These statements are based on management's current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): variability in consumer preferences, shopping behaviors, spending and debt levels; the general economic and credit environment, including COVID-19; interest rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive pressures on sales and sales promotions; pricing and gross sales margins; the level of cable and satellite distribution for the Company’s programming and the associated fees or estimated cost savings from contract renegotiations; the Company’s ability to establish and maintain acceptable commercial terms with third-party vendors and other third parties with whom the Company has contractual relationships, and to successfully manage key vendor and shipping relationships and develop key partnerships and proprietary and exclusive brands; the ability to manage operating expenses successfully and the Company’s working capital levels; the ability to remain compliant with the Company’s credit facilities covenants; customer acceptance of the Company’s branding strategy and its repositioning as a video commerce Company; the ability to respond to changes in consumer shopping patterns and preferences, and changes in technology and consumer viewing patterns; changes to the Company’s management and information systems infrastructure; challenges to the Company’s data and information security; changes in governmental or regulatory requirements; including without limitation, regulations of the Federal Communications Commission and Federal Trade Commission, and adverse outcomes from regulatory proceedings; litigation or governmental proceedings affecting the Company’s operations; significant events (including disasters, weather events or events attracting significant television coverage) that either cause an interruption of television coverage or that divert viewership from its programming; disruptions in the Company’s distribution of its network broadcast to customers; the Company’s ability to protect its intellectual property rights; the Company’s ability to obtain and retain key executives and employees; the Company’s ability to attract new customers and retain existing customers; changes in shipping costs; expenses related to the actions of activist or hostile shareholders; the Company’s ability to offer new or innovative products and customer acceptance of the same; changes in customer viewing habits of television programming; logistics costs including the price of gasoline and transportation; and the risks described from time to time in the Company’s reports filed with the SEC, including, but not limited to, the Company’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this announcement. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230816017281/en/

iMedia Brands, Inc. Investors

Ken Cooper

kcooper@imediabrands.com

(952) 943-6119

iMedia Brands, Inc. Media

C Street Advisory Group

imedia@thecstreet.com

Innovation Ventures, LLC Media

Vince Bodiford

(307) 287-9860

vince.bodiford@newsmakersmedia.com

Source: iMedia Brands, Inc.

FAQ

What is the value of the acquisition?

The acquisition is valued at approximately $55 million.

Which businesses are included in the acquisition?

The acquisition includes iMedia Brands' assets and businesses, such as ShopHQ Networks and Christopher & Banks.

Has the transaction been approved?

Yes, the transaction has been approved by the Bankruptcy Court.