Judge approves $15 million sale of energy drink maker


Bankruptcy Judge Mike Nakagawa on Tuesday approved the sale of Xyience Inc., the Las Vegas-based maker of energy drink Xenergy, for $15 million to Manchester Consolidated Corp.

The judge rejected a last-minute offer to pay $15.5 million in cash from a New Zealand company that missed the bidding deadline.

Manchester Consolidated is affiliated with Toronto-based Manchester Capital, which has Anthony Pallante as its chairman and chief executive officer.

The sale price will cover only part of the secured debt at Xyience, debtor attorney Laurel Davis said after the hearing. As a result, unsecured creditors and stockholders in Xyience will recover none of their money, she said.

Xyience's January Chapter 11 filing has attracted media attention because the company's energy drink is a sponsor of the Ultimate Fighting Championship. UFC is a televised mixed-martial arts contest that Station Casinos owners Lorenzo and Frank Fertitta own.

Investors and unsecured creditors complain that the Fertittas have influenced management of the company since Zyen, another company controlled by the Fertittas, made a $12 million loan to Xyience in October. In addition, Zyen made another loan of $2.7 million loan to Xyience this year so the drink maker could continue operations while seeking a buyer.

The terms of those loans gave Zyen the right to recover debt before other creditors.

At the hearing Tuesday, unsecured creditor attorney Jim Morgan urged the judge to delay the sale of Xyience for two days to give another potential bidder time to respond.

In a call 90 minutes before the hearing, Medici Group Holdings of New Zealand said it would make offer $15.5 million in cash for Xyience, financial analyst Edward Burr testified.

"This is a substantially better offer to the estate (of Xyience), because it is cash and it is not the assumption of debt," Morgan said.

Manchester, which submitted the only approved bid, will pay $200,000 in cash and will assume $14.8 million in debt.

However, Medici wasn't present at the hearing, missed deadlines for bidding, and failed to meet the bid requirements or make a deposit, said Greg Garman, an attorney for Zyen.

Garman opposed the delay, saying it would cost his clients more money.

"All we have is a ghost (bidder)," Garman said. The Manchester offer is "the only deal here."

Separately, unsecured creditors on Monday filed a lawsuit in federal court, saying the judge should take $14.8 million in assets from the Fertittas for the benefit of Xyience creditors.

The lawsuit is one of three filed by dissident shareholders and creditors of Xyience against Zyen. Garman said the claims in the latest lawsuit aren't supported by the evidence and he expects all three to be dismissed.

The latest lawsuit, filed by attorney Matthew McClintock, accuses the Fertittas of "siphoning off" money Zyen loaned to Xyience. The lawsuit says that $4.5 million of the $12 million loan was paid to a Fertitta company that controlled licensing for UFC name and sponsorship rights.

The lawsuit complains that Xyience board members Adam Frank and Kirk Sanford received payments of $250,000 each and that Fertitta Enterprises was paid $1 million from proceeds of the Zyen loan in October.

Contact reporter John G. Edwards at jedwards@reviewjournal.com or (702) 383-0420.

 

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