B&T Will Pay $76 Million

by Jim Milliot, PW Daily -- Publishers Weekly, 2/14/2007

According to documents filed with the bankruptcy court, Baker & Taylor will pay approximately $76.3 million for selected AMS assets. The price includes $20 million for what is called "enterprise value"; $50.3 million for accounts receivable (excluding PGW); and between $6 million and $11.3 million for Advantage Publishing Group inventory. B&T will pay 75% of the full cost of accounts receivable (valued at $65 million) and for the APG inventory (valued at $8 million to $15 million).

Among the assets being acquired are rights to the Indianapolis returns center; facilities in Sacramento, Calif.; Ashland, Ore.; and Bentonville, Ark.; the stock of AMS Mexico and AMS UK plus trademarks. The deal does not include the Indianapolis distribution center, which is used primarily by PGW. B&T will also not be acquiring AMS Singapore and AMS Australia assets or AMS's stake in Raincoast. In addition, it will not be responsible for any penalties associated with the SEC and Justice Department investigations of AMS.

A hearing will be held February 16 to approve the so-called stalking horse offer. A final hearing to approve the sale is currently set for March 2. Any company that wants to counter the B&T offer must exceed the proposal by at least $500,000 and the bid must be made two days prior to the March 2 hearing. If a higher bid is accepted, B&T is entitled to a breakup fee, which could amount to $2.4 million. B&T has the right to withdraw its offer if the deal isn't finalized by March 15.