Marvel Entertainment Group Inc. said today it filed for Chapter 11 bankruptcy protection to get $525 million in new capital under a plan that gives investor Ronald Perelman even greater control of the struggling comic book company.
Marvel, creator of Spider-Man, the Fantastic Four, X-men and Captain America, has suffered losses from a three-year slide in the comic book business and last month announced the elimination of 115 jobs, or one-third of its work force.
Perelman, who owns about 80.2 percent of Marvel, last month threatened the company's bondholders -- who include financier Carl Icahn -- with the bankruptcy filing unless they approved the reorganization plan, which massively dilutes public stockholders' ownership of Marvel.
Eight shareholder lawsuits have been filed seeking to block the deal. The suits contend that under the deal, Perelman would receive newly issued Marvel shares at a steep discount to the market price.
"We would have preferred to re-capitalize Marvel without having to seek the aid of the court, but the actions and positions taken by the bondholders prevented that approach," said Scott Sassa, chairman and chief executive of Marvel.
Marvel said the bankruptcy filing enables it to reorganize without bondholder consent being required.
Under the plan, New York-based Marvel would get $365 million in new equity from Andrews Group Inc., Perelman's investment group. In turn, Marvel's lender group would provide $160 million in new funds to finance Marvel's new strategic investment program and working capital requirements. Simultaneously, Andrews said it would acquire all of the class A shares of Marvel affiliate Toy Biz for $365 million and turn them over to Marvel, which only owns the company's class B shares.
The class A shares have voting and dividend rights, while the class B shares do not. Toy Biz would become a wholly owned Marvel subsidiary, helping to boost the reorganized parent's bottom line.
Perelman, through Marvel Holdings, Marvel (Parent) Holdings and Marvel III Holdings, owns about 80.2 million shares of Marvel Entertainment Group's roughly 101 million shares of common stock.
Marvel last traded at $2.37 1/2 on the New York Stock Exchange on Thursday.
Icahn, who through his High River L.P. holds an undisclosed amount of Marvel bonds, said it was "reprehensible" that Marvel filed for bankruptcy and "completely ignored a far more equitable alternative that had been presented and remains available.
"It is patently clear that Ron Perelman has adopted this course to realize a windfall profit for himself at the expense of those to whom he owes a fiduciary responsibility," Icahn said in a statement.