Lenox completes asset sale

By Caroline Salls

Pittsburgh, March 19 - Lenox Group, Inc. has completed the sale of substantially all of its assets to LDG-Delaware Opco, Inc., according to an 8-K filed Thursday with the Securities and Exchange Commission.

LDG is controlled by Lenox term loan lenders, including Clarion Capital Partners, LLC.

"The New Lenox has a clean balance sheet and a significant infusion of new capital to build and strengthen these trusted American brands," Clarion founder and managing partner Marc Utay said in a company news release.

Under the sale agreement, LDG bought substantially all of Lenox's assets for a consideration including $44.5 million of debt forgiveness, the assumption by LDG of specified liabilities, $18.22 million in cash equal to the outstanding obligations under Lenox's debtor-in-possession credit facility and cash equal to the sum of $2.15 million to pay allowed administrative, priority and secured tax claims, accrued professional fees, $250,000 for distributions to general unsecured creditors, $100,000 to fund the costs and expenses of a plan administrator to wind down Lenox's estates after the sale closing date, $7.66 million to pay professional fees, $218,872 in cash to Fidelity Title Insurance Co. to pay expenses and taxes and an additional $26,743 for transfer taxes.

LDG has also agreed to offer jobs to Lenox employees who are still with the company immediately before the sale closing date.

According to the 8-K, Lenox and LDG entered into an amendment to the asset purchase agreement on March 15 under which LDG was required to deliver a list of contracts that it planned to have assigned to it one day before March 16, instead of five business days after signing of the purchase agreement.

Lenox said the amendment also specified contracts LDG can elect to exclude from the assigned contracts list for up to 60 days after March 16 without any adjustment to the purchase price.

According to the release, former Waterford Wedgwood plc and All-Clad Metalcrafters LLC chief executive officer Peter Cameron will be the chairman and chief executive officer of New Lenox.

Eden Prairie, Minn.-based Lenox is a maker of tableware, collectibles and giftware. It filed for Chapter 11 bankruptcy protection on Nov. 23 in the U.S. Bankruptcy Court for the Southern District of New York, and its Chapter 11 case number is 08-14679.

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