Red Alert Media Matrix, which said in January it would pay $59 million to buy the newspaper and photo archives once owned by John Rogers of North Little Rock, has raised the bid to $1 billion, about 17 times more than its original offer, according to court documents released Monday.
The offer appears to have the approval of First Arkansas Bank & Trust of Jacksonville, which has sued Rogers and his companies, seeking about $30 million for loans Rogers has not repaid.
"To the extent that our understanding is accurate, First Arkansas Bank & Trust does not foresee filing an objection of record with respect to the agreement," Larry Wilson, chief executive officer of First Arkansas, said in a Friday email to Michael McAfee, the receiver in several lawsuits filed against Rogers.
Wilson said in the email that "it is our understanding" that if the offer closes, the debt owed to First Arkansas would be paid in full, including principal, interest and attorneys' fees.
The $1 billion value of the deal consists of $28 million in cash and 1 million shares of stock in Red Alert, the court filing said. Red Alert's parent firm, Red Alert Group, is an international security consultant.
McAfee reserved comment about the agreement Monday.
So did Mac Hogan, a former partner with Rogers who has sued Rogers. John Conner of Newport, who also has sued Rogers over almost $10 million in loans Conner made to Rogers, did not return a phone call seeking comment. Hogan and Conner approved of the deal with Red Alert by signing it, according to a court filing Monday.
The proposed agreement "appears to be a legitimate offer," Brett Myers, attorney for John Rogers, said on Friday. "I've seen correspondence from First Arkansas Bank & Trust that indicates [the bank] doesn't have any objections to the offer."
On April 14, Pulaski County Circuit Judge Chris Piazza agreed to wait for a month to allow Atlanta-based Red Alert to make another offer on the archives, which include more than 60 million photos from 50 newspapers.
In Monday's filings, Red Alert estimated Rogers' archives are worth more than $1.4 billion, based on an appraisal by Penelope A. Dixon & Associates of New York, a leading appraiser of documentary and fine arts photography.
Last year, Rogers used Penelope Dixon to appraise about 5.2 million of his photos from 15 newspapers at almost $130 million. At the time, Rogers claimed his photo archive businesses were worth at least $300 million.
Red Alert has identified a public company that will take possession of the archives in the deal, said Christopher Clark, general counsel for Red Alert.
"Our ultimate aim is to roll it into a public company and be able to create even a bigger value for our shareholders," Clark said.
Debt-holders of businesses once owned by Rogers will be included among the new public company's shareholders and more than 500 Red Alert shareholders based in The Netherlands and the United States also will be included, Clark said.
If the court approves the deal, it will end at least 15 lawsuits that were filed against Rogers and his former businesses, Clark said.
Under terms of the proposal, Red Alert's photo archive business would be based in Arkansas and would include many of Rogers' previous employees, Clark said. Rogers would not be hired by Red Alert, Clark said.
Red Alert, an investment group, never followed through on its $59 million bid this year because its lender withdrew its commitment to finance the loan.
Piazza is presiding over a lawsuit filed by First Arkansas Bank & Trust, which sued Rogers and several related businesses in November.
In an October divorce settlement, Rogers gave his ex-wife Angelica full ownership of Photo Archives LLC, which had been jointly owned by the two and another archive business, Photo Archive Partners LLC.
Business on 04/28/2015