Bankruptcy sale of Boscov's chain nears completion

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RANDALL CHASE | November 18, 2008 06:54 PM EST | AP


WILMINGTON, Del. — The bankruptcy sale of regional department store chain Boscov's to two former executives moved a step closer to fruition following a court hearing on Tuesday

While several issues surrounding the sale were resolved Tuesday, a final sale order remains pending with another hearing scheduled for Friday.

The proposed agreement calls for Boscov's to be bought by the families of Albert Boscov and Edwin Lakin, the son and the son-in-law of the privately held company's founder. The deal is valued at between $275 million and $300 million.

Boscov is former chairman of the Reading, Pa.-based company. Lakin is a former president and co-owner.

Boscov's filed for Chapter 11 protection in August and said it would close 10 of its 49 stores.

The two men made a last-minute bid for the company, which terminated an earlier agreement to sell its assets to Versa Capital Management, a Philadelphia-based private equity firm, for $11 million and the assumption of debts.

Brad Erens, an attorney representing Boscov's, told judge Kevin Gross on Tuesday that final details on financing and the payment of administrative claims must still be nailed down.

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"We have a few loose ends to tie up, but we are very optimistic that we will get there," said Claudia Springer, an attorney representing Boscov, Lakin and other shareholders.

During a break in the hearing, Albert Boscov said he hopes the deal can be completed soon so that stores can be stocked and ready for holiday shoppers.

"We don't have adequate stock right now," he said, adding that every postponement in the case raises uncertainty in the minds of vendors and leads to interruptions in deliveries.

At the same time, Boscov said, the loyalty of Boscov's customers has been "amazing."

"We're going to be fine," he asserted. "We've got to get out of this. We need to get merchandise."

Several objections to the sale were filed by various parties, but most were resolved before Tuesday's hearing.

Gross did hear arguments on an objection by HSBC Bank Nevada, which administers Boscov's credit card program and is seeking to renegotiate its contract rather than allow the buyers to take it over. The judge overruled HSBC's objection and HSBC attorney Gregory Schwed said he planned to appeal.

Erens accused HSBC of trying to use the bankruptcy case to get a better deal in its credit card agreement with Boscov's.

"This is probably the most valuable contract of the company," he said.

According to Schwed, Boscov's customers used their private label credit cards to buy $525 million of goods in 2007, representing more than 40 percent of Boscov's overall sales.

Schwed said his client has offered to consider a modification of the existing contract but has not received a response.

"We freely concede that the terms are not what we would like," said Schwed, who nevertheless denied trying to take advantage of the bankruptcy case to force a better deal.

Meanwhile, Versa Capital Management is asserting that it is entitled to a $4 million breakup fee because its bid was rejected.

Anup Sathy, an attorney for Versa, said his client did a lot of the legwork before members of the Boscov family submitted their bid.

"A lot of the documents looked very familiar to us," he said, adding that Versa spent a lot of time and millions of dollars trying to fashion a deal, even though it knew the family was very interested in keeping the business.

"When the seller is a bidder, then that adds a whole new level of concern for other bidders," Sathy said, adding that Versa's $4 million claim is appropriate.

Attorneys for Boscov's and its unsecured creditors said Versa is not entitled to a breakup fee because it was not able to obtain financing and wanted to push back the closing until January, even though it had asserted that closing before the lucrative holiday shopping period was critical.

Gross indicated that he would schedule an evidentiary hearing later to consider Versa's claim.