The United States Bankruptcy Court for the Southern District of New York has approved the sale of Publishers Clearing House LLC's assets to ARB Interactive, Inc. for $7.1 million in cash, plus assumption of certain liabilities. The sale marks a significant milestone in the bankruptcy case of the iconic sweepstakes and digital gaming company that filed for Chapter 11 protection in April.
Chief U.S. Bankruptcy Judge Martin Glenn issued a memorandum opinion on June 30, 2025, granting the debtor's motion to sell substantially all of its assets free and clear of liens, claims, and encumbrances. The court determined that the sale satisfies the requirements of the Bankruptcy Code and represents the best value for the debtor's estate and its creditors.
"The consideration provided by the Successful Bidder for the Acquired Assets... is fair and reasonable, is the highest or otherwise best offer for the Acquired Assets, and constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code," the court stated in its opinion.
ARB Interactive emerged as the winning bidder following a competitive auction held on June 17, 2025, after approximately 20 rounds of bidding. The purchase price includes $7.1 million in cash, approximately $378,096.75 in cure costs related to contracts to be assumed, and the assumption of certain prize winner liabilities. PCH Interactive, LLC was named as the next-highest bidder.
Prior to the bankruptcy filing, Publishers Clearing House had experienced "increasing financial headwinds due to changing consumer behavior, costs, and competition, as well as the COVID-19 pandemic and various legal and regulatory challenges," according to court documents. Once known primarily for its direct mail magazine offerings and TV commercials, the company had shifted to principally offering "free-to-play, chance-to-win digital games and entertainment across a network of web- and app-based entertainment platforms."
The sale process began before the bankruptcy filing, with the debtor retaining SSG Advisors, LLC as its investment banker on February 9, 2025. Through a marketing process that ran from March through June 2025, 52 potential buyers executed non-disclosure agreements, four submitted bid packages, and three qualified bidders participated in the auction.
A significant aspect of the sale involved consumer privacy considerations, given Publishers Clearing House's extensive customer database. The court appointed Lucy L. Thomson as Consumer Privacy Ombudsman, who issued a detailed report addressing privacy protection issues. The sale approval includes specific provisions to protect consumer data, including requirements that:
- "Sensitive personal information" will be excluded from the purchased assets
- All PCH data transferred to the Successful Bidder will be maintained in a separate entity and not mixed with any ARB or Modo data
- The buyer must comply with a prior FTC settlement agreement
- Customers will be provided with appropriate notice of the sale and opportunities to opt-in or opt-out of certain data sharing
- The buyer must employ appropriate information security controls to protect customer information
"Following the Court's approval of the Sale, a prominent notification will be posted on the PCH website announcing the Sale, and the Successful Bidder will notify PCH customers of the Sale by email," the order states.
The court also resolved an objection from Cigna Health and Life Insurance Company regarding the potential assumption and assignment of its contracts. The final order specifies that the Cigna contracts "shall not be assumed and assigned to the Successful Bidder."
Notably, the Successful Bidder is not purchasing the debtor's accounts receivable, estimated to be approximately $5.4 million. However, court documents indicate that ARB Interactive "is considering offers of employment to the Debtor's employees."
The bankruptcy case was filed under Case No. 25-10694 (MG) in the United States Bankruptcy Court for the Southern District of New York. The court waived the typical stay requirements under Bankruptcy Rules 6004(h) and 6006(d), allowing the sale to proceed immediately.
This article was prepared using Stretto Conductor, our new AI-powered assistant that's here to help. Stretto Conductor was able to create this summary of a 15 page court filing in less than a minute. Always review the underlying docket filings for accurate information. The information and responses generated by Stretto Conductor may contain errors or inaccuracies and should not be relied upon as a substitute for professional or legal advice.