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Subsequent Event
9 Months Ended
Sep. 30, 2014
Subsequent Event

6. Subsequent Event

On October 31, 2014, the Company announced in a Current Report on Form 8-K filed with the Securities and Exchange Commission that the executive board of Three Lions, in a meeting held on October 27, 2014, considered and unanimously voted to (i) approve a plan proposed by Three Lions’ management, with the assistance of its advisors, to proceed with the voluntary liquidation and dissolution of Three Lions in accordance with Delaware law, and (ii) appoint Three Lions’ Chief Operating Officer and Chief Financial Officer, Stacey Bain, as the liquidating trustee for Three Lions. Due to a confluence of a number of adverse factors, but in particular, a ratings performance well below expectations on Three Lion’s initial Fashion RocksTM broadcast on September 9, 2014, and the resultant decision to cancel further production on other projects, Three Lions recorded unanticipated losses which exceeded the $4.3 million carrying value of such investment at June 30, 2014, resulting in a write off of the Company’s investment in Three Lions on the accompanying unaudited condensed consolidated financial statements of the Company. Based upon financial information provided by Three Lions’ management and Three Lions’ inability to raise additional capital, the executive board concluded that Three Lions would not have adequate funds to continue to operate. Subsequently, and upon the recommendation of Three Lions’ management and its advisors, the executive board voted to liquidate and dissolve Three Lions.

The Company is party to a Pledge Agreement with SunTrust pursuant to which the Company pledged all of its equity interests in Three Lions and any and all proceeds therefrom (the “Pledged Securities”), to SunTrust as security for Three Lions’ obligations under its credit facility with SunTrust. The Pledge Agreement provides, among other things, that upon an event of default under the SunTrust credit agreement, SunTrust would be entitled to exercise all voting and other rights with respect to the Pledged Securities and to foreclose on the Pledged Securities. Three Lions is in default under the express terms of the credit agreement, and has commenced repayment of the facility, making $6.1 million in aggregate payments on the SunTrust loan, which has an outstanding principal balance of $1.8 million as of November 11, 2014. The Company does not know what, if any, actions SunTrust may seek to take against the Pledged Securities or the Company. The Pledge Agreement expressly provides that SunTrust shall not have any claim, remedy or right to proceed against the Company for any deficiency in payment or performance of the obligations under the SunTrust credit agreement, from any source other than the Pledged Securities pledged by the Pledge Agreement. The Company does not expect to receive any amounts in respect of the Pledged Securities from a liquidation of Three Lions regardless of whether SunTrust elects to foreclose on the Pledged Securities or not, as the proposed liquidation plan does not provide for any distributions to be made to the equity holders in respect of their equity interests in Three Lions.

The Company believes that the liquidation of Three Lions will have a material adverse effect on the Company, its financial condition and results of operations. Since its initial investment in Three Lions in March 2013, the Company’s business has substantially consisted of acting as the majority equity holder of, and holding a membership interest in, Three Lions. Accordingly, the Company’s results of operations and financial condition depend on the successful operations of Three Lions. To the extent that the Company is unable to identify and obtain an alternate source of funds, it may itself be forced to liquidate. However, management believes it has sufficient capital resources and liquidity to operate the Company for at least another twelve (12) months.

The Company’s Board of Directors has instructed management to explore all possible strategic options for the Company to secure additional financing and/or an operating business, however, there can be no assurances whatsoever that the Company will be able to identify a viable strategic option to enable it to continue operations.