Middleton Partners has agreed to pay $39 million to acquire Maurice Sporting Goods in bankruptcy proceedings. Middleton Partners will service as the stalking horse bidder to support an auction in bankruptcy court in Wilmington, DE.

According to a motion seeking approval of the sales procedure and stalking horse bidding protections, the purchase price consists of: (a) $3 million for the closing assets; (b) approximately $5 million for new inventory, when and as purchased by the stalking horse bidder following the closing, for a purchase price equal to 90 percent of seller’s cost; (c) approximately $21 million for current inventory, when and as purchased by the stalking horse bidder following the closing, and (d) approximately $10 million for non-current inventory, when and as purchased by the stalking horse bidder following the closing.

Middleton will receive a breakup fee of $500,000, or approximately 1.3 percent of the purchase price, in the event it’s outbid. The competing bid must be at least $1.5 million higher to be considered higher and better than Middleton’s price.

The company’s lawyers note that its post-petition financing facility and the use of their cash collateral is conditioned, among other things, on the approval of the sale procedures in a form that’s satisfactory to lenders by no later than December 5.

Maurice Sporting Goods in its motion requested the following timeline to advance the case:

  • Deadline for Sale Procedures: November 30, 2017 at 4:00 p.m. (ET) (requested)
  • Sale Procedures Hearing Date: December 5, 2017 at 2:00 p.m. (ET)
  • Cure Amount Objection Deadline: December 15, 2017 at 4:00 p.m. (ET) (requested)
  • Sale Objection Deadline: December 15, 2017 at 4:00 p.m. (ET)
  • Sale Hearing Date: December 20, 2017 at 10:00 a.m. (ET)

The filing noted that Middleton’s offer came only after Maurice Sporting Goods reached a deal to be acquired by Peak Global Holdings, the parent company of Big Rock Sports, Head Quarters Taxidermy Supply and Bluefield Brands, on October 9 but Peak Global Holdings pulled the acquisition on October 19.

As a result of Peak Global Holdings’ exit, Livingstone continued to market Maurice Sporting Goods’ assets, which ultimately resulted in a single draft letter of intent on November 5 from Middleton and a formal letter of intent on November 20.

The Northbrook, IL-based company, one of North America’s largest distributors of outdoor sporting goods, has a particular focus on the hunt & fish space.