IMPERIAL Pacific International does not provide any warranties nor any representations, express or implied, with respect to its casino assets being sold at an auction, according to a notice of hearing filed in the bankruptcy division of the District Court for the NMI.
“Purchaser shall acquire the purchased assets at the closing ‘as is, where is’…. Seller is making no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Purchased Assets,” the notice stated.
Recently, IPI and the committee of unsecured creditors requested the court to sell the casino assets –– subject to overbid and court approval — to Hong Kong businessman Loi Lam Sit on the terms and conditions set forth in an asset purchase agreement.
IPI and its creditors also asked the court for an order “(1) approving sale of all or substantially all of the debtor’s [IPI] assets, free and clear of all liens, claims, and encumbrances, subject to overbids; and (2) authorizing the assumption and assignment of certain contracts to the successful bidder.”
According to the parties, “a sound business justification exists” for the sale of the casino assets.
The hearing to consider the motion will be held before Bankruptcy Judge Robert J. Faris on March 25, 2025, at 9 a.m.
Loi Lam Sit, the designated stalking horse bidder, will pay “an aggregate amount” of $12.5 million for the casino assets.
Loi Lam Sit, according to the parties, “made a good faith deposit of $1.25 million on Feb. 10, 2025, to purchase IPI’s casino assets.”
A stalking horse bidder is an “initial bidder chosen by the debtor (or the seller) to set a baseline price for assets being sold through an auction process. The stalking horse bid serves as a starting point to attract other potential bidders and ensure a fair market price.”
According to the notice, IPI “shall pay purchaser the amount of $200,000” in the event the assets purchase agreement is terminated as a result of 1) default by IPI or 2) breach by IPI. The “break up” fee will be considered as an administrative expense claim if the agreement is terminated because of a superior bid and be payable at closing from the proceeds of an alternative transaction.
The minimum bid for IPI casino assets is $12.5 million.
According to the notice, any objections to the motion must be in writing and be filed before March 5, 2025.
IPI filed for Chapter 11 bankruptcy in the District Court for the NMI on April 19, 2024, saying it owed creditors over $165.8 million.
IPI operated a casino on Saipan for four years until the Covid-19 pandemic forced its closure in March 2020.
Chapter 11 bankruptcy allows a business corporation to restructure its debts and continue operating.
