Brookstone – Court Approves Sale of Assets to Bluestar Subsidiary and Apex Digital

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October 5, 2018 – The U.S. Bankruptcy Court hearing the Brookstone case has approved (i) the Debtors’ sale motion of August 8, 2018, (ii) the Debtors’ asset purchase agreement with BKST Brand Holdings LLC, a subsidiary of Bluestar Alliance LLC, (the “Bluestar APA”) and (iii) the Debtors’ asset purchase agreement with Apex Digital Inc (the “Apex APA“).
The Bluestar APA, filed as an attachment to the order, replaces in its entirety an earlier asset purchase agreement between the Debtors and the Bluestar parties dated as of September 18, 2018. Pursuant to the terms of the Bluestar APA, BKST Brand Holdings will purchase the Debtors’ intellectual property rights and certain real property for consideration including (i) a cash price of $63.55 million, (ii) the release of claims held by Sanpower and SSG, and (iii) further non-cash consideration, including the payment of certain cure costs and the assumption of certain liabilities. 
The Apex APA relates to the sale of (i) all of the Debtors’ existing inventory in airport stores and (ii) rights in respect of certain real property associated with the Debtors’ airport store operations. The purchase price, subject to certain inventory-related adjustments, is set at $1.1 million.
In a press release issued on October 2, 2018, the Debtors stated, “BKST Brand Holdings LLC (a designee of Bluestar Alliance, LLC) and Apex Digital Inc. (together, the ‘Buyers’), are the winning bidders for its assets at auction. The Buyers’ bid includes cash and assumption of liabilities that Brookstone values at approximately $66 million to $74 million, plus additional value in the form of waivers of approximately $85 million to $126 million of secured and unsecured debt. The Buyers plan to maintain substantially all of Brookstone’s existing airport retail stores and distribution center, as well as an operating team in New Hampshire, continuing Brookstone’s legacy as a long-standing New England based brand. Importantly, in connection with the sale, the Buyers will make bona fide offers of employment to over 300 of Brookstone’s current employees. The sale is anticipated to be completed within the next 10 days and the Buyers will work with the company to determine resource needs going forward. Under the agreement, Brookstone will provide transitional support services to Apex for up to 90 days.”

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