Village Roadshow Entertainment Group has secured a significantly higher stalking horse bid for its film library assets in its chapter 11 bankruptcy case, with Alcon Media Group, LLC offering $417.5 million, representing a $52.5 million increase over the original stalking horse bid.
In a supplemental motion filed April 16 with the U.S. Bankruptcy Court for the District of Delaware, Village Roadshow sought court approval to designate Alcon as the new stalking horse bidder, replacing CP Ventura LLC, which had initially offered $365 million for the company's valuable library assets.
"The Alcon Stalking Horse Bid is $52.5 million dollars more than the original CP Stalking Horse Bid," the motion states. "The Debtors acted promptly, and on April 14, 2025, the Debtors' Board approved entry into the Alcon Stalking Horse APA and the selection of the Alcon Stalking Horse Bid, subject to higher and better bids at the Auction."
The enhanced offer emerged through a competitive bidding process that began when Alcon submitted an unsolicited proposal on April 3, just weeks after Village Roadshow filed for bankruptcy on March 17. While the debtors weren't actively seeking a replacement stalking horse bidder, they engaged with Alcon in what the filing describes as "good-faith, arms-length negotiations," recognizing their fiduciary duties to maximize value.
This engagement sparked a bidding war for the coveted stalking horse position. After notifying CP of Alcon's interest, CP raised its bid on April 11. Alcon subsequently topped CP's revised offer on April 13, prompting Village Roadshow's board to request best and final bids from both parties by 5:00 p.m. ET on April 14.
The new Alcon bid not only increases the purchase price substantially but also eliminates the $10 million break-up fee that was included in CP's original stalking horse agreement. Alcon's bid protections are limited to a $2 million expense reimbursement, representing approximately 0.5% of the purchase price, which the debtors describe as "incredibly reasonable given the total amount of the Sale and the complexity associated therewith."
"Even if the bid protections in the CP Stalking Horse APA were to be paid, the Alcon Stalking Horse Bid still provides a $40.5 million dollar increase in value to the Debtors and their estates," the motion notes.
The new stalking horse agreement also includes other favorable terms negotiated with input from the Official Committee of Unsecured Creditors, including removing Avoidance Actions and Insider Causes of Action from the definition of Purchased Assets and softening the debtors' representations and warranties.
"The Committee was apprised of these developments throughout the process, participated in negotiations regarding the Alcon Stalking Horse APA, and is supportive of designating Alcon as the new Stalking Horse Bidder," according to the filing.
Since filing for bankruptcy, Village Roadshow has seen significant interest in its assets, with 40 parties executing confidentiality agreements and gaining access to the data room. The motion states that "the marketing period is open," suggesting the company continues to seek potential buyers who may outbid Alcon at the eventual auction.
As part of the proposed agreement, Alcon will provide a good faith deposit of $41,750,000, representing 10% of the purchase price, within seven days after entry of the Bid Procedures Order. The targeted closing date is July 5, 2025.
The court will consider the motion at a hearing scheduled for April 22, 2025, with objections to be raised at the hearing.
Village Roadshow Entertainment Group USA Inc. and its affiliated debtors filed for Chapter 11 protection on March 17, 2025, in the U.S. Bankruptcy Court for the District of Delaware (Case No. 25-10475). The debtors are represented by Sheppard, Mullin, Richter & Hampton LLP and Young Conaway Stargatt & Taylor, LLP.
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