Interactive Game Developer THQ Files For Chapter 11, Secures DIP Financing

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THQ Inc. and four affiliated businesses filed for Chapter 11 protection Dec. 19 in the U.S. Bankruptcy Court for the District of Delaware (In re THQ Inc., Bankr. D. Del., No. 12-13398, petition filed, 12/19/12).

Debtor's Business
Headquartered in Agoura Hills, Calif., the debtor is a developer and publisher of interactive entertainment software, according to its website. Some of its most popular video games include Darksiders II, WWE'13, and a game involving the characters from the show South Park.

Stalking Horse Bidder
In a press release dated Dec. 19, the debtor announced that it had agreed to be purchased by Clearlake Capital Group LP as a stalking horse bidder. “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 press release further stated that debtor-in-possession financing of approximately $37.5 million will be provided by Wells Fargo and Clearlake. Looking to the debtor's future, THQ's president Jason Rubin stated, “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.”

Debtor's Schedules
Court documents indicate that the debtor has between $100,000,001 and $500,000,000 in both total estimated assets and total estimated liabilities.

The creditors with the largest unsecured claims, and the amounts of the claims, follow: Wilmington Trust N.A., $101,902,173; World Wrestling Entertainment Inc., $45,076,041; Yuke's Co. Ltd., $17,771,188; Mattel Inc., $12,750,000; Viacom International Inc., $10,000,000; Jakks Pacific Inc., $4,000,000; Microsoft Licensing Inc., $2,911,684; Starcom MediaVest Group Inc., $2,628,869; Zuffa LLC, $1,928,772; Technicolor, $1,663,127; Pipeworks Software, $1,121,366; Sony Pictures Television, $793,662; Lucasfilm Ltd., $267,105; Acquia, Inc., $251,758; Binari Sonori S.R.L., $244,734; MediaVest Worldwide, $221,536; Transavision Ltd., $184,047; ImaginEngine, $165,057; Mosaic Sales Solutions, $114,370; Frame Machine, LLC, $110,364; Random House Inc., $100,000; Microsoft Ireland Operations Ltd., $97,534; Ms MCC Highland, LLC, $91,176; Machinima, Inc., $80,755; High Voltage Software, Inc., $72,000; WorkforceLogic LLC, $70,826; House of Moves, $65,467; Rokkan, LLC, $62,500; Winking Entertainment Ltd., $51,975; Lieberman Research Worldwide, Inc., $50,000; Media Planning Group USA LLC, $50,000; Deloitte & Touche LLP, $50,000, American International Relocations, $49,786; NBC Universal Television Distribution, $49,294; Games Workshop Ltd., $48,512; Electronic Entertainment Design, $44,000; Oxford Realty & Holding LLC, $42,515; Technicolor, $34,270; JCCE-Palomar, LLC, $34,258; and Hammer Creative, $32,500.

Michael R. Nestor of Young Conaway Stargatt & Taylor, LLP, Wilmington, Del., represents the debtor.

Full text of the Chapter 11 petition is available at: /uploadedfiles/BNA_V2/Images/From_BNA_V1/News/THQ(1).pdf

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