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