| News Corp
Sues CB Neptune Late Friday in SDNY Year
After $235M Marketing Sale
By Matthew
Russell Lee, Patreon
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SDNY COURTHOUSE,
May 21 – It was late on a
Friday night when News
Corporation sued CB Neptune
Holdings, LLC.
In the
docket of the U.S. District
Court for the Southern
District of New York, found by
Inner City Press, there is
was: a complaint filed by
Gibson Dunn, seeking a
declaratory judgment.
Quick
research found in a News Corp
SEC filing: "Item
2.01
Completion of Acquisition or
Disposition of Assets. On May
5, 2020, News Corporation (the
“Company”) completed the
previously announced sale of
its News America Marketing
business (“NAM”) to CB Neptune
Holdings, LLC and CB Neptune
Canada Sub Inc., affiliates of
Charlesbank Capital Partners
(the “Transaction”). The
aggregate purchase price for
the Transaction consists of
(a) up to approximately $235
million, comprised of (i) $50
million in cash at closing,
subject to working capital and
other adjustments, less cash
reinvested to acquire a 5%
equity interest in the
business at closing, and (ii)
additional deferred cash
payments payable on or before
the fifth anniversary of
closing in an aggregate amount
of between $125 million and
approximately $185 million,
depending on the timing of
such payments, and (b) a
warrant to purchase up to an
additional 10% equity interest
in the business, which is
exercisable on or prior to the
seventh anniversary of
closing. In the Transaction,
the Company retained certain
liabilities relating to NAM,
including those arising from
its ongoing legal proceedings
with Valassis Communications,
Inc. and Insignia Systems,
Inc." No honor
among thieves.
The case is News
Corporation sued CB Neptune
Holdings, LLC, et al.,
21-cv-4610 (Unassigned)
***
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