IN RE WEINSTEIN CO. HOLDINGS LLC

No. 20-1878.

997 F.3d 511 (2021)

IN RE: WEINSTEIN COMPANY HOLDINGS LLC, et al., Debtors. Y Movie, LLC; Y Theatrical, LLC; YFE Holdings, Inc.; OA3, LLC; RMF, LLC, Appellants.

United States Court of Appeals, Third Circuit.

Opinion filed: May 21, 2021.


Attorney(s) appearing for the Case

Matthew G. Bouslog , Gibson Dunn & Crutcher, 3161 Michelson Drive, Irvine, CA 92612, Blaine H. Evanson , Gibson Dunn & Crutcher, 3161 Michelson Drive, Suite 1200, Irvine, CA 92612, Robert A. Klyman (Argued), Gibson Dunn & Crutcher, 333 South Grand Avenue, Los Angeles, CA 90071, Michael R. Nestor , Young Conaway Stargatt & Taylor, 1000 North King Street, Rodney Square, Wilmington, DE 19801, Max Schulman , Gibson Dunn & Crutcher, 1050 Connecticut Avenue, N.W., Washington, DC 20036, Counsel for Appellants.

Rachel E. Albanese , DLA Piper LLP, 1251 Avenue of the Americas, 27th Floor, New York, NY 10020, Thomas R. Califano (Argued), DLA Piper LLP, Sidley Austin, 787 Seventh Avenue, New York, NY 10019, Maris J. Kandestin , R. Craig Martin , DLA Piper LLP, 1201 North Market Street, Suite 2100, Wilmington, DE 19801, Counsel for Appellee Spyglass Media Group, LLC.

Before: AMBRO, KRAUSE, and PHIPPS, Circuit Judges.


OPINION OF THE COURT

When a debtor sells its business in bankruptcy, it negotiates what assets and liabilities are transferred to the buyer, including contracts with continuing debtor obligations. The terms of the sale (often negotiated quickly)—embodying what is sold and what is left behind—are not...

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