Global media company iMedia Brands, Inc. announced that it has entered into an asset and equity purchase agreement (the “AEPA”) with an affiliate of RNN National Media Group (“RNN”), a privately owned portfolio of independent broadcast assets and production and distribution capabilities, to sell substantially all of the Company’s assets, including its ShopHQ Networks, 1-2-3.tv, iMDS, J.W. Hulme, and Christopher & Banks businesses for approximately $50 million of transaction value, plus the assumption of certain liabilities, contracts and ongoing expenses.
The Company intends to effectuate the transaction with RNN through its ongoing Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) pursuant to Section 363 of the U.S. Bankruptcy Code.
“We are excited to announce this major transaction, which will provide the company with the platform to grow and build value for all of our stakeholders,” said James Alt, Chief Transformation Officer of iMedia. “RNN is the ideal partner to position iMedia for its next growth phase and we look forward to being a part of RNN’s suite of broadcast assets and providing our valued customers the assortment of brands they’re looking for through engaging and informative content. Our employees, vendors, partners, and hosts remain our priority as we work together to position the business for its next chapter."
“Today’s announcement will position iMedia to continue serving our dedicated customer base as we strive to capitalize on the convergence of entertainment, ecommerce, and advertising,” said Tim Peterman, Chief Executive Officer of iMedia. “RNN’s television platform in the U.S., together with its culture, reputation, and expertise, provides a strong partner for our company.”
“RNN is excited to acquire iMedia Brands, its assets, and its talented staff,” said Richard E. French, Jr. President and CEO of RNN. “As an incredibly important player in the retail space with strong customer relationships, iMedia is poised for unprecedented success as part of the RNN portfolio. We look forward to working with iMedia’s partners to continue providing desirable products to customers well into the future.”
The proposed transaction, which remains subject to higher or better offers, will be implemented pursuant to the terms of the AEPA and is otherwise expected to close in August 2023. The AEPA is subject to certain customary closing conditions, including approval of the Bankruptcy Court.
In connection with the proposed transaction, the Bankruptcy Court approved $15 million in new debtor-in-possession financing from certain of the Company’s existing secured lenders and RNN. The new financing, together with cash generated from ongoing operations, will provide sufficient liquidity to support the Company’s operations during the sale process. iMedia has also received the Bankruptcy Court’s approval of a number of customary motions to continue supporting its operations during the Chapter 11 cases, including the continued payment of employee wages and benefits and normal programming on its networks without interruption, and other relief measures customary in Chapter 11 cases.
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 Teamimedia@stretto.com.
Due to the pending asset sale and related court proceedings, the Company has suspended its earnings calls and future investor conference participation. iMedia will use its SEC filings and press releases for its updates for the foreseeable future.
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. Fried, Frank, Harris, Shriver & Jacobson LLP and Morris, Nichols, Arsht & Tunnell LLP are serving as legal counsel to RNN.
About iMedia Brands, Inc
iMedia Brands, Inc 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.
About RNN
RNN is a privately held portfolio of independent broadcast assets and production/distribution capabilities headquartered in Rye, NY. In 1993 RNN was established with a single broadcast station in New York’s Hudson Valley, reaching less than 250,000 homes. Over the subsequent years, RNN has grown to own the largest group of independent broadcast stations in the United States reaching one third of US TV Households and owning ten TV stations in eight of the top ten television markets. The station group reaches over 20 million cable and satellite households and over four million over the air only households.