The article is essentially a point-for-point rebuttal to Adrian Swartout’s rejection letter. Personally, I think it is either  an appeal to Ms. Swartout to reconsider the rejection or, in the alternative, it might also be a backdoor plea to the debtors and or the judge to force the sale, regardless of Gen Con’s wishes. We shall see if either is true.

Anthony Gallela and the Gen Con Acquisition Group Article

Trask, The Last Tyromancer

Trask

Many of you have heard speculation about a pending Gen Con sale and I’d like to take this opportunity to address the situation.

On the eve of our deadline to file our final reorganization plan and disclosure statement, Gen Con counsel received an unsolicited “Letter of Intent” from Gen Con Acquisition Group for purchase of all the assets of Gen Con. We believe this offer was clearly timed to disrupt our ability to get a plan confirmed and is an attempt at a hostile takeover with the intention of ousting Peter Adkison as the owner.

The offer was suspiciously cryptic, with no letter of introduction, good will, or summary of intentions for forward management and opportunities for current staff. Given the date of submission, the lack of prior outreach from this group, and the overt omission of intentions regarding management of business operations, it was difficult to take this offer seriously. It’s from an anonymous group that clearly does not understand the value Peter brings to Gen Con.  Any acquisition offer that relies on future profits of the business to service the outstanding debt that does not have a provision for Peter’s continued involvement is not a sound offer.

Challenges with considering the offer aside, I have a responsibility to our creditors to consider any alternatives to reorganization. As such I have diligently reviewed the offer in conjunction with our creditor committee and we have determined it is a high risk proposition with far too many negative implications and is not in the best interest of our creditors. It is our intent to disregard this offer and continue toward confirmation of a plan substantially similar to the offer filed with the Court.

Our goal this last year has been to stabilize our operations and establish that Gen Con Indy could be operated profitably. As such we had our first profitable year since 2005 and are confident in our ability to fund our reorganization plan. Throughout this process we’ve cooperated and worked closely with our creditor committee – we believe they support our plan. We’re expecting our creditors will vote to accept the plan and are currently scheduled to reemerge from Chapter 11 in early January.

The last few months have been very busy here in the office and the plans for Gen Con Indy 2009 couldn’t be shaping up any better. I have the distinct pleasure of leading a small team of dedicated and passionate individuals who live, breath, eat and sleep Gen Con. In any organization there is always room for improvement, but it is truly a labor of love for all of us here and an incredible honor for me to be the steward for an event that is as unique and special as Gen Con is. It’s more than a business – it’s more than a convention – it’s an experience that touches each of us in a deeply personal manner and brings us together as a community.

We’re excited to bring you the Best Four Days of Gaming! for years to come and we thank you for your support and faith in us.

Adrian Swartout
President
Gen Con, LLC

A “Letter of Intent for the Purchase of the Assets of Gen Con LLC Chapter 11” was filed on 11-20-2008 with the bankruptcy court. The “Letter of Intent”  is a summary of the terms and conditions of a potential  Gen Con purchase by the “Gen Con Acquisition Group.”  I summarized the highlights below and have a download link for the original document at the bottom of this post.

• The purchase price is the amount sufficient to pay off all of Gen Con’s outstanding claims (debts.)
• Buyer will pay $500,000.00 on closing day and $400,000.00 30 days later. Then $400,000.00 every six months until all claims are paid in full.
• They buyer is paying 6% interest on all claims, payable from the date of closing.
• Buyer will pay the Make-A-Wish charity claim, plus 6% interest from the initial date of claim
• Buyer will purchase all contracts, rights, licenses, intellectual property, leases and franchise agreements. (This is a partial list, check the original for the full list, but it is basically everything Gen Con owns.)
• Closing date is December 31st, 2008

Gen Con accomplishes two things by this sale. Primarily they escape bankruptcy, since the purchase price is the cost of Gen Con’s outstanding debt. Secondly, Gen Con LLC and by extension, Peter Atkison will no longer own Gen Con. An earlier Chapter 11 reorganization filing, made mention of attempts to sell Gen Con before the bankruptcy filing that failed and how Mr. Atkison was not as involved in the day to day operations as he once was.  This sounds like a winning solution for all parties.

I am especially happy that the “Make-A-Wish” charity receives their promised monies. I always felt that this debt to a worthy charity cast a pall over Gen Con.

It is also likely that this pending sale  was a factor in the dismissal of Lucasfilm v. Gen Con.  Since the buyer promises to pay off all debts, which includes Lucasfilm, the court case is pointless. Assuming Lucasfilm’s attorneys knew of the pending sale and approved, it also implies that the offer is sincere and backed up with sufficient funds. I am not a lawyer, but I would not dismiss my case unless I checked that the buyer had enough money to complete the purchase contract and pay the debt owed to my client.

The buyer, “Gen Con Acquisition Group” is identified by name, but the document does not list the members or backers of the group. The document lists the group as “to be formed,” so there is probably no paper trail on it yet, but I tried to find something nonetheless.  The letter of intent has this line,” This LOI shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.” The lawyer that filed the LOI resides in Kentucky. Starting from those clues, I did some checking on the Kentucky Secretary of State’s website and checked for trademark, business licenses or LLC filings for the “Gen Con Acquisition Group.” There was nothing. I hope future filings reveal more information about this group.

Remember, this is all still in the realm of a potential sale. There are many hurdles to clear before Gen Con changes hands. I just hope the new owners are worthy stewards of this gaming institution.

“Letter of Intent for the Purchase of the Assets of Gen Con LLC Chapter 11″

Trask, The Last Tyromancer