THQ Files Chapter 11 Bankruptcy, Selling Assets

THQ announced this afternoon that they have filed for Chapter 11 bankruptcy and have entered into an asset purchase agreement with the private equity firm Clearlake Capital Group.

The agreement will see Clearlake acquire “substantially all” of THQ‘s assets — which includes the company’s four studios and all the current games in development — in a “stalking horse bidder” deal. This type of arrangement will have Clearlake’s bid for the struggling publisher’s assets act as the minimum that all potential buyers must meet, thereby allowing THQ to avoid any low-ball offers.

Per the Chapter 11 filing, the NASDAQ is expected to remove THQ‘s shares from the stock exchange within nine days, however, the company will be able to continue with its business operations without interruption during the sale period (pending approval by the Bankruptcy Court). During this period all of the company’s studios will remain open and development teams will continue to work on their projects.

The company noted that their foreign operations, which include Canada, are not included in today’s filings.

Chairman and CEO Brian Farrell commented on today’s announcement, saying “The sale and filing are necessary next steps to complete THQ’s transformation and position the company for the future, as we remain confident in our existing pipeline of games, the strength of our studios and THQ’s deep bench of talent… we hope to complete the sale swiftly to make the process as seamless as possible.”

Full press release below:

THQ Inc. Secures Asset Purchase Agreement with Affiliates of Clearlake Capital Group, L.P.
Clearlake Offers to Acquire THQ’s Assets Via Section 363 under Chapter 11;
Company Obtains Commitment for Interim Financing to Fund Operations Without Interruption

AGOURA HILLS, Calif.–(BUSINESS WIRE)–Dec. 19, 2012– THQ Inc. (NASDAQ: THQI), a leading worldwide developer and publisher of interactive entertainment software, today announced that it entered into an Asset Purchase Agreement with a “stalking horse bidder,” affiliates of Clearlake Capital Group, L.P., to acquire substantially all of the assets of THQ’s operating business, including THQ’s four owned studios and games in development. The sale will allow THQ to shed certain legacy obligations and emerge with the strong financial backing of a new owner with substantial experience in software and technology.

To facilitate the sale, THQ and its domestic business units have filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Court for the District of Delaware. The company’s foreign operations, including Canada, are not included in the filings. The company has obtained commitments from Wells Fargo and Clearlake for debtor-in possession (DIP) financing of approximately $37.5 million, subject to Court approval.

THQ will continue operating its business without interruption during the sale period, subject to Court approval of THQ’s first-day motions. All of the company’s studios remain open, and all development teams continue. The company remains confident in its existing pipeline of games. THQ maintains relationships with some of the top independent development studios around the globe. As part of the sale, the company is seeking approval to assume the contracts of these studios, and Clearlake will assume these contracts.

“The sale and filing are necessary next steps to complete THQ’s transformation and position the company for the future, as we remain confident in our existing pipeline of games, the strength of our studios and THQ’s deep bench of talent,” said Brian Farrell, Chairman and CEO of THQ. “We are grateful to our outstanding team of employees, partners and suppliers who have worked with us through this transition. We are pleased to have attracted a strong financial partner for our business, and we hope to complete the sale swiftly to make the process as seamless as possible.”

According to Jason Rubin, who joined THQ as President last May, “We have incredible, creative talent here at THQ. We look forward to partnering with experienced investors for a new start as we will continue to use our intellectual property assets to develop high-quality core games, create new franchise titles, and drive demand through both traditional and digital channels.”

Clearlake has agreed to serve as the “stalking horse bidder” for a Section 363 sale process, which allows other interested parties to come forward with competing bids. Aggregate consideration offered by Clearlake for the purchase totals approximately $60 million, including a new $10 million note for the benefit of the company’s creditors. The company is asking the Court for a schedule to complete the sale process in about 30 days.

Consumers and retailers should see no changes while the company completes a sale. The new financing will support business operations throughout the period. THQ does not intend to reduce its workforce as a result of the filing, and employees will continue to work their usual schedules and receive normal compensation and benefits, pending customary Court approval.

As is the case after a Chapter 11 filing, THQ expects to receive notice from NASDAQ informing the company that its shares will be delisted from the exchange within nine calendar days of notification.

THQ is being advised by Centerview Partners LLC and FTI Consulting as its financial advisors and Gibson, Dunn & Crutcher as legal counsel. Clearlake is being advised by DLA Piper as legal counsel.

For additional information about THQ, please visit www.thq.com. For information regarding the Chapter 11 case, please visit www.kccllc.net/thq.