Posted on Sun, Oct. 15, 2006
Tower Records' inferno: liquidation order in bankruptcy court
By Dale Kasler
SACRAMENTO - For nearly two days this month in a Wilmington, Del., conference room, Tower Records fought for its life.
It fell more than $2 million short.
Tower's 30-hour, closed-door bankruptcy auction ended the way it started, with liquidating firm Great American Group in the lead. Tower officials, to their shock and horror, felt they had no choice but to urge a U.S. bankruptcy judge to approve Great American as the buyer for the legendary music retailer from West Sacramento.
In court Oct. 6, lawyers for the major record companies urged the judge to order Tower to sell to Trans World Entertainment, a retail chain that says it would have kept most of Tower's stores open, even though its bid was lower. But Tower believed, and the judge agreed, that Great American had won fair and square.
``I was devastated,'' said a Tower source who was part of the auction. ``But we set up a rule and process and we had to follow it.''
Great American's bid of $134.3 million for Tower's inventory was a mere $500,000 higher than Trans World's -- providing ammunition for the record companies to argue on Trans World's behalf. But the real gap was about $2.3 million. That's because Tower's investment banker, Houlihan Lokey Howard & Zukin, was in line for a higher fee if Tower was sold as a going concern, according to court records.
The result will mean the demise of a global icon. About 2,700 workers will lose their jobs.
The auction marked the culmination of a fall from grace that began about 10 years ago. The company steadily lost customers to discounters and the Internet, had made questionable management decisions and was facing a huge loan payment and other ills. Its Aug. 20 bankruptcy filing was its second in two years. The filing was made in Wilmington because Tower, like many companies, is technically incorporated in business-friendly Delaware.
Despite its woes, Tower had reason to be optimistic on the eve of the auction. True, Great American's initial offer of $90 million to $95 million in September had earned it the designation of ``lead bidder.''
But that bid merely established a minimum. Three bidders wanted to keep the chain alive: Trans World and two private investment firms, Radius Equity Partners of Chicago and Orchard Capital of Los Angeles. Radius lined up a ``creative team'' of heavyweights that included record producer Nile Rodgers.
Tower's chances of survival took an immediate hit the night before the auction. Radius sent word to Tower that it wasn't going to Wilmington. It hadn't lined up all its financing.
The auction proceeded in stages. The Tower team, led by recently hired Chief Executive Joseph D'Amico, decided it would first sell off the ``component parts'' -- lease rights, its Web site and so on. Then, once prices were established, the parts would be bundled with Great American's initial bid, setting a minimum against which Trans World and Orchard Capital would have to compete.
It quickly came down to Trans World. A source said Orchard made two bids, then dropped out. Orchard officials couldn't be reached for comment.
The bidding went back and forth; at least 24 bids were made in all, said Michael Bloom, a lawyer for the record companies.
As the bidding continued, the various parties periodically retreated to offices at the law firm, discussing strategy before returning to the conference room.
Restaurant reservations were made for 11 p.m. and canceled. Pizza was ordered about 1 a.m. The adrenaline kept everyone going. ``The time just flew,'' Trans World Chief Financial Officer John Sullivan said.
The next day, Oct. 6, a court hearing was set for 1 p.m. to confirm the auction results. It was postponed to 3 p.m., then 4. A little before 4, Great American Chief Executive Harvey Yellen offered $134.3 million, topping Trans World by $500,000.
``It's like chess. Their move, then our move,'' Yellen said. ``We made the last move, and we won.''
Trans World would go no further. ``It's important to be disciplined and not get caught up in the moment,'' Sullivan said.
Along with the component parts, the price for Tower now stood at about $150 million. Everyone hustled over to U.S. Bankruptcy Court, a couple of blocks away.
The hearing had its share of drama. It was revealed that one of Trans World's partners -- liquidator Hilco Merchant Resources, which would sell the inventory in the stores Trans World was planning to close -- was willing to kick in an additional $500,000 to match Great American.
That was a long shot. Yellen said such post-auction bids are almost completely unheard of. Even Trans World figured it wouldn't fly. ``The game was over at the end of the auction,'' Sullivan said. Judge Brendan Shannon wouldn't allow it.
Those trying to save Tower had one last card to play. Bloom, representing the record companies, argued that even if Trans World's bid was lower, it was in everyone's best interests to sell to the Albany chain.
The judge disagreed. He signed an 11-page order -- with last-minute corrections hastily scribbled in the margins -- sealing Tower's fate. The order authorized Great American to begin holding going-out-of-business sales the following morning.
D'Amico, the last Tower CEO, sent out an e-mail from Wilmington apologizing to employees. ``The judge has now ruled and the decision is final,'' he wrote.