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Here’s how the Gawker Media auction will work

Questions and answers — and the reason Gawker is like Lehman Brothers and GM.

Asa Mathat

Sometime in the next day or so, we should know who’s going to buy Gawker Media: Bids for the bankrupt blog pioneer are due by 5 pm ET today, and tomorrow Gawker’s banker will conduct an auction.

If you’re well versed in bankruptcy law, you know what’s going to happen next. Since I’m not, I asked people familiar with this case for some guidance. I also talked to Peter Friedman, who specializes in this stuff for O’Melveny & Myers LLP. He isn’t working on the case, but he was generous with his time.

We can’t call these frequent questions and answers. So let’s just call this an exchange between you — a person who has questions — and me, a guy trying to answer them.

Why is Gawker Media in bankruptcy?

That part’s easy. Hulk Hogan and Peter Thiel won a $140 million judgement in a privacy case, and Gawker doesn’t have that much.

Shouldn’t Hogan and Thiel end up owning Gawker Media?

That was Hogan and Thiel’s argument. But Gawker used a "Section 363" bankruptcy filing, which is designed to protect the "good" part of a business that’s overwhelmed by debts it can’t pay, and find it a new owner. This will leave Hogan, Thiel and Gawker’s other creditors with the rights to the "old" Gawker Media, which is essentially a toxic asset.

If this sounds familiar, there’s a reason: Lehman Brothers and GM both used 363 filings during the 2008-2009 meltdown.

So what will Hogan and Thiel end up with when this is all over?

That depends on whether they settle with Gawker, which is appealing the verdict. But in theory, if they don’t settle and their win is upheld, they’re supposed to get the proceeds from the auction — minus the money Gawker will use to fight Hogan and Thiel in court.

And if Gawker Media owner Nick Denton doesn’t settle and ends up winning the case, then he (and his new investor, Columbus Nova) keeps the proceeds.

I read that Ziff Davis put in a $90 million "stalking horse" bid for Gawker. What does that mean?

Two things: It means that Ziff Davis has an obligation to buy Gawker if no other bidders show up, and it means that any other bid needs to exceed $90 million.

Can anyone put in a bid? Could Peter Thiel bid a gazillion dollars and then shut the whole thing down?

Anyone can submit a bid. And yes, technically, Thiel might be able to do that. But since the point of a 363 filing is to elicit a "highest and best" bid, Gawker could argue that a bid designed to shut the company down isn’t the best way to go.

Who else is going to bid?

Good question. Univision, which has been on a digital media M&A spree, has been a likely suspect for sometime. Other names floated recently include New York Magazine, Penske Media and Vox Media, which owns this website.

I asked Vox Media CEO Jim Bankoff for comment but haven’t heard back. If we do have that uncomfortable conversation, I’ll update this post.

Good luck with that.

Thanks.

Not all of the bidders you’ve named seem like they have $90 million or more lying around. Do they have to buy all of Gawker Media?

Yes, pretty much, though it’s possible they can try to convince Gawker Media and U.S. bankruptcy court judge Stuart Bernstein that there’s no possible way they can operate Gawker.com, because it’s permanently tainted by the Hogan tape and other stories.

Okay. But do they have to keep all seven Gawker Media sites once they own it?

No. Ziff Davis, for instance, has already suggested that it doesn’t want to run Gawker.com, so it could shut it down or sell it off. It might also want to sell other stuff that doesn’t sync with its dudes-and-tech-centric publishing strategy. So it’s possible that, say, Jezebel might end up at Refinery29, or Bustle, or someone else that wants a site aimed at young women.

Could some bidders team up and split the sites among themselves?

Yes. That’s what the New York Post suggested Vox Media wants to do with Penske, the company that owns Variety and other trades.

Weird writing about your own company, right?

Right.

What happens after the bids come in today?

First, Gawker Media’s banker, Houlihan Lokey’s Mark Patricof, evaluates the bids to see what’s actually in them.

Isn’t that straightforward? I thought you said the bidders have to buy everything.

Yes, but they don’t have to take on all of the obligations. Gawker Media, for instance, has a multi-year lease on its new headquarters building, and a bidder doesn’t have to say they’re going to take that up.

And then? Biggest number wins?

Not yet. Today’s bids are the tickets to tomorrow’s main event. That’s when Patricof and the bidders will gather at the midtown offices of Ropes & Gray, Gawker’s attorneys*, and conduct an auction so he can raise the final amount.

What’s Gawker going to sell for?

That’s the point of the auction: We know it’s at least $90 million, but we don’t know how much more until sometime tomorrow. Prior to the Hogan verdict, Denton would have argued that Gawker Media was worth at least $250 million. If he can get half of that tomorrow, he would be happy.

And that’s that? Gawker Media has a new owner tomorrow?

Not quite. Judge Bernstein will have to sign off on the sale at a hearing later in the week. But after that, yeah, it’s basically done.

* Fun fact! Ropes & Gray is located in the same building as News Corp, which is likely what elicited this confusing tweet.


Nick Denton discusses the Hulk Hogan sex tape in June

This article originally appeared on Recode.net.

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