NEW
YORK, Dec. 7, 2023 /PRNewswire/ -- Troika
Media Group, Inc. (Nasdaq: TRKA) ("Troika" or the "Company"), a
consumer engagement and customer acquisition group, has announced
that it has entered into a restructuring support agreement with
certain funds managed by Blue Torch Finance LLC ("Blue Torch"), the
Company's senior secured lenders, pursuant to which Blue Torch
would acquire substantially all of the assets of the Company via a
stalking horse credit bid.
To facilitate the acquisition and the restructuring of the
Company's balance sheet, the Company and certain of its affiliates
have filed voluntary petitions for relief under chapter 11 in
the United States Bankruptcy Court
for the Southern District of New York. The Company is seeking
approval of the proposed stalking horse credit bid pursuant to
section 363 of the United States Bankruptcy Code. The
stalking horse credit bid will be subject to competing bids via a
court-supervised auction to ensure the highest or best possible
price for the Company's business.
The Company's secured lenders are supportive of the transaction
and have committed to provide $11 million of
debtor-in-possession financing. The Company anticipates that
this financing, as well as cash generated from ongoing operations,
will be more than sufficient to fund its business operations
through the sale process, which it expects to conclude within the
next few months.
Grant Lyon, Interim Chief
Executive Officer of Troika stated that "We expect that the process
will be relatively short and that the Company will have adequate
liquidity to operate the Converge business normally throughout the
process. We anticipate that the Company will emerge from
Chapter 11 as a private company with a stronger balance sheet and
with Michael Carrano and
Maarten Terry, two long term leaders
of the Converge business, in leadership roles."
The Company has filed a number of customary first-day motions
with the Bankruptcy Court seeking authorization to support its
operations during the court-supervised sale process, including the
continued payment of employee wages and benefits without
interruption and continued payments to key vendors and suppliers
for goods and services. The Company expects the Bankruptcy
Court to approve these requests, which should minimize the impact
of the sale process on the Company's customers, employees, and
other key stakeholders.
Additional information regarding the Company's chapter 11
process is available at https://cases.ra.kroll.com/troika.
Stakeholders with questions may call the Company's Claims
Agent, Kroll Restructuring Administration LLC, at (844) 647-8506
(U.S. and Canada toll free) or +1
(646) 493-0388 (International toll free).
Willkie Farr & Gallagher LLP
is serving as the Company's legal counsel. Jefferies LLC and
Areté Capital Partners are serving as the Company's investment
banker and financial adviser, respectively.
King & Spalding LLP and Ankura Consulting Group, LLC are
serving as legal counsel and financial advisor, respectively, to
Blue Torch as collateral agent and administrative agent and to its
affiliated secured lenders.
About Troika Media Group, Inc.
Troika Media Group, Inc. ("TMG") is a consumer engagement and
customer acquisition consulting and solutions group based in
New York. We deliver resilient
brand equity, amplifying brands through emerging technology to
deliver performance driven business growth. TMG's expertise is in
large consumer sectors including Insurance, Financial Services,
Home Improvement, Residential Services, Legal, Professional
Services, Media and Entertainment. For more information,
visit www.troikamedia.com.
About Blue Torch
Blue Torch Capital is a US middle market direct lender providing
bespoke credit solutions to stakeholders and management teams of
companies requiring capital support for growth, acquisitions,
operational challenges and financial distress. Blue Torch has
deployed more than $7.2BN of capital
across 118 transactions.
Forward-Looking Statements
This press release includes statements that are, or may be
deemed, "forward-looking statements." In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes,"
"estimates," "anticipates," "expects," "plans," "intends," "may,"
"could," "might," "will," "should," "approximately" or, in each
case, their negative or other variations thereon or comparable
terminology, although not all forward-looking statements contain
these words. These forward-looking statements reflect the
current beliefs and expectations of management made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. We caution you that forward-looking statements are not
guarantees of future performance and that our actual results of
operations, financial condition and liquidity and the development
of the industry in which we operate may differ materially from the
forward-looking statements contained herein. Any
forward-looking statements that we make in this press release speak
only as of the date of such statement, and we undertake no
obligation to update such statements to reflect events or
circumstances after the date of this press release or to reflect
the occurrence of unanticipated events. The Company's
forward-looking statements in this press release include, but are
not limited to, statements about the Company's plans to sell its
assets pursuant to chapter 11 of the Bankruptcy Code and the timing
of such sales and ability to satisfy closing conditions; the
Company's intention to continue operations during the Cases; the
Company's belief that the 363 Sale Process will be in the best
interest of the Company and its stakeholders; and other statements
regarding the Company's strategy and future operations, performance
and prospects among others. These forward-looking statements are
based on current expectations and beliefs concerning future
developments and their potential effects. There can be no assurance
that future developments affecting the Company will be those
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond the Company's
control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, the risks associated
with the potential adverse impact of the Cases on the Company's
liquidity and results of operations; changes in the Company's
ability to meet its financial obligations during the Cases and to
maintain contracts that are critical to its operations; the outcome
and timing of the Cases and any potential asset sale; the effect of
the filing of the Cases and any potential asset sale on the
Company's relationships with vendors, regulatory authorities,
employees and other third parties; possible proceedings that may be
brought by third parties in connection with the Cases or the Sale
Transaction; uncertainty regarding obtaining Court approval of a
sale of the Company's assets or other conditions to the potential
asset sale; and the timing or amount of any distributions, if any,
to the Company's stakeholders.
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SOURCE Troika Media Group, Inc.