WILMINGTON, Del, March 3 (Reuters) - Investor Carl Icahn
has offered to buy the assets of Marvel Entertainment Group Inc
if a court will certify his claim that Marvel controls the
board of Toy Biz Inc , Reuters has learned.
Icahn attorney Edward Weisfelner said in a telephone
interview, "We've made a proposal to the trustee to acquire all
of Marvel's assets subject to a court ruling that in fact
(Marvel subsidiary) Marvel Characters Inc retains the right to
control the Toy Biz Board."
Icahn has asserted that when he led bondholders of Marvel's
parent company in taking control of the comic book publisher
from financier Ronald Perelman last year, Icahn inherited an
agreement giving Marvel control of the Toy Biz board. In return
for control, Marvel, which owns 27 percent of Toy Biz shares,
had agreed to a royalty-free license for Toy Biz to make toys
based on Marvel characters.
Weisfelner said Westgate LP and Icahn's High River LP
offered to buy Marvel's assets for $450 million. That includes
$350 million in cash, Icahn's "surrender" of his $60 million
claim in bank debt, and a note to cover up to $40 million in
any bank debt remaining after the proposed liquidation of
Marvel's Italian subsidiary, Panini spA.
Icahn's offer, which Weisfelner said could be incorporated
in a plan of reorganization, is intended to elbow aside a Toy
Biz plan scheduled for a confirmation hearing on May 4.
Toy Biz president Joseph Ahearn told Reuters that Icahn's
plan "is not a significantly different offer from his last one.
His last offer was not predicated on retaining corporate
governance (of Toy Biz) so I guess this is his way of putting
the pressure on the trustee."
In December, presiding Judge Roderick McKelvie of the U.S.
District Court in Delaware ordered that a trustee be appointed
to oversee the Marvel estate. Trustee John Gibbons has since
replaced Icahn and his board appointees and will be in charge
of Marvel until it emerges from the chapter 11 bankruptcy
protection it was placed in by Perelman in December 1996.
Ahearn said "Toy Biz and the (secured lender) banks
continue to push toward getting the confirmation of (our)
plan...and we continue to negotiate with the unsecured
creditors committee," which wants a larger payout under the Toy
Biz plan.
For now most members of a bank consortium of secured
lenders, led by Chase Manhattan Bank , favor the Toy Biz
plan. That plan calls for a merger of Toy Biz and Marvel, with
Toy Biz stockholders receiving 41 percent of the new shares and
the banks receiving 40 percent plus $230.2 million in cash.
Ahearn said that under the Icahn proposal, "the banks are
taking a haircut and not getting their full $610 million" in
secured claims.
A source close to the case pointed out that even if the
judge agrees that Marvel should control the Toy Biz board, that
control would be vested in trustee John Gibbons and not in
Icahn.
But Weisfelner said "A number of banks would be interested
in the (Icahn) deal...and if the court determines that (Marvel)
controls Toy Biz, then the banks (will) walk away" from the Toy
Biz merger."
Icahn's proposed buyout will be considered by Judge
McKelvie at a hearing on March 12. |
