Kscriv Posted September 2, 2009 Report Share Posted September 2, 2009 The Press Release A.D.VISION, INC. CONCLUDES SERIES OF ASSET TRANSACTIONS HOUSTON, September 1, 2009 — A.D. VISION, INC. ("ADV" or the "Company") announced today that June 1, 2009, the Company concluded a series of transactions that are expected to result in seamless delivery of home video products and television programming to customers. Through an asset purchase agreement, AEsir Holdings, LLC ("Aesir") acquired a subordinated interest in selected programming from ADV's film library together with other intellectual property subject to all liens and security interests of the Company's senior secured lender. The transaction requires Aesir to assume specific obligations and scheduled liabilities of the Company under legacy license agreements associated with the acquired programming. Concurrently, the Company concluded an asset purchase agreement with SXION 23, LLC, doing business as "Section23 Films," a home video distribution company, under which it assumes account servicing and distribution operations in connection with the library acquired by Aesir, subject to all liens and security interest of the Company's senior secured lender. John Ledford, ADV's President and CEO, states "We believe the actions we initiated and completed provided the same or more value to the Company's secured lender and its programming licensors while giving other key stakeholders such as employees and customers some potential value or the reasonable probability of realizing value." In a separate transaction, Valkyrie Media Partners, LLC ("Valkyrie") acquired a 100% equity position in Anime Network, Inc. ("ANI"), formerly ADV's television unit, pursuant to a stock purchase agreement between ADV and Valkyrie. That transaction includes an assumption by Valkyrie of specific liens and security interests of the Company's senior secured lender. In another separate transaction, Seraphim Studios, LLC acquired Amusement Park Media, the production unit of A.D.Vision, Inc. Further announcements are expected from the respective acquiring entities over the coming days. ANN's article A.D. Vision, the parent company of ADV Films, has announced that it is shutting down after transfering its assets to several other companies that will continue its operations. AEsir Holdings has acquired selected programming from ADV's film library along with other intellectual property. The SXION 23 (Section23 Films) home video distribution company will assume account servicing and distribution operations for AEsir's assets. Valkyrie Media Partners has acquired 100% of ADV's Anime Network television unit, while Seraphim Studios has acquired ADV's Amusement Park Media production unit. Former ADV Films staffer Chris Oarr has notified ANN that several former staffers have been hired by SXION 23 and the other companies. Update: All of the new companies are officially based in Houston, the home of A.D. Vision. SXION 23's business filing was dated on May 20, while AEsir Holdings, Valkyrie Media Partners, and Seraphim Studios were filed eight days later on May 28. SXION 23, Valkyrie Media Partners, and Seraphim Studios share the same address in western Houston, 8 miles (13 kilometers) from A.D. Vision. Sentai Filmworks, another business entity for which A.D. Vision and Amusement Park Media handled distribution and production, is also located in western Houston. Update 2: SXION 23, Valkyrie Media Partners, and Seraphim Studio are filed under Griffin D. Vance IV's name. Griffin Vance was A.D. Vision's former Senior Vice-President of Business and Legal Affairs, but he now operates his own law practice. Vance's law firm shares the same postal address as SXION 23, Valkyrie Media Partners, and Seraphim Studio. Update 3: The Anime Network confirms that, since it "has always been a separate entity from ADV," it will continue to operate. Update 4: According to Anime Corner Store owner Robert Brown, former ADV Films Senior Vice President of Sales and Marketing Mike Bailiff will now head up Sales and Marketing at SXION 23 (Section 23). Brown reports that SXION 23 has all of ADV's former licenses and most of its staff, but not ADV's former owner John Ledford. SXION 23 will continue to distribute the current orders and future pre-orders that ADV used to fulfill, without changing their schedules. ANN Editorial with some good backstory to this whole thing By now, everyone has read the news that ADV Films is "no longer." Unsurprisingly, the comment in various internet forums, including ANN's own, make it obvious that many people haven't read between the lines. Unfortunately ANN's editorial policy forbids us from pointing out the obvious conclusions in the news article itself (no editorializing is permitted in our news articles). Fortunately there are other vehicles with which we can address issues like these. Often times the ANN staff pop in to our forums to offer our insight on big news, but today I've decided to address the ADV story on the front page. Before going forward though, I must make it absolutely clear that most of the following is informed speculation. So don't quote me on Wikipedia or anywhere else as a factual source. First, a bit of history for those that aren't familiar with the story to date. Back in early 2007 A.D.Vision, Inc., the parent company of ADV Films, entered into a partnership with Sojitz Corp of Japan. In return for a small cash infusion (a couple million dollars) and various business services, Sojitz acquired an approximately 20% equity stake in A.D. Vision, while John Ledford, ADV's founder and CEO, maintained control of the remaining 80%. As a part of this arrangement, Sojitz, along with a few Japanese partners, set up ARM Corp, a licensing entity that would acquire North American rights for anime that ADV Films would release. At first it seemed like a marriage made in heaven. Sojitz brought to ADV a ton of resources and connections in Japan. Unfortunately it quickly became evident that ADV's management style and Sojitz' were so incompatible that they would not be able to continue working together. After about 1-year they ended the relationship, and in the process ADV lost the rights to distribute virtually all the titles that had been acquired during that 1 year, as those titles were actually licensed to ARM Corp and not ADV. One thing that didn't change is that Sojitz continued to own 20% of A.D.Vision, Inc. This is a big problem because it's very, very hard for a corporation with a major hostile shareholder to acquire financing or investment. Unsurprisingly, ADV sought to protect itself and new investors from this environment. In 2008, A.D. Vision announced a new partnership with Switchblade Films and Sentai Filmworks. Both companies would act as licensing partners that would acquire titles and contract the localization, sales and marketing to A.D. Vision and it's subsidiaries. Although the actual ownership of these two firms has never been fully disclosed, it's worth noting that the person on record for them is none other than John R. Ledford II (I've heard that Switchblade Films is someone else's baby though). Today, several new companies have emerged, and these companies have acquired a large number of A.D. Vision's assets. AEsir Holdings has acquired “a subordinated interest in selected programming from ADV's film library together with other intellectual property.” What I've been told is that they've acquired all the “ADV Films assets.” Meanwhile, Valkyrie Media Partners, LLC has acquired Anime Network Inc. from A.D. Vision, and SXION 23, LLC , or "Section23 Films," has assumed “account servicing and distribution operations in connection with the library acquired by AEsir.” Finally, Seraphim Studios, LLC acquired Amusement Park Media from A.D. Vision. It may be important to note that the press release doesn't state anything about the titles owned by Switchblade FIlms or Sentai Filmworks. These include all the recent additions to ADV's catalog such as Appleseed, Clannad and Ghost Hound. What does this mean? (this is where I speculate) It means that AEsir Holdings owns most of ADV Films' former catalog, and that Section23 Films will handle marketing and sales of said catalog. I'm willing to bet that Section23 will also handle marketing and sales for Sentai and Switchblade, or AEsir may make a separate announcement where it acquires some titles from those companies. Amusement Park Media will continue to produce the English versions of all these titles. So here are the two big questions. Who are these companies, and what will happen to ADV Films? SXION 23, LLC, Valkyrie Media Partners, and Seraphim Studios, LLC are all recently registered Texas corporations with Griffin D. Vance, ADV's former SVP Business & Legal Affairs, as the person on record. This doesn't mean that Vance owns these corporations, he merely registered them on behalf of third parties. Given Vance's former employment with A.D. Vision, it's safe to assume that parties formerly involved with A.D. Vision are behind the new companies (we already know that various employees from ADV have been hired by SXION 23), possibly John Ledford , possibly others. AEsir is registered as a subsidiary of Net Master Hosting, LLC, a company we are otherwise unfamiliar with. So what happens to ADV Films? This may be the end of ADV Films as a label, or possibly, if the ADV Films trademark was among the “intellectual property” that AEsir Holdings acquired from A.D.Vision, Inc., Aesir may continue to use the long established an well respected ADV Films brand. I know it certainly is what I would do. That said, I was told that today's press release would be the last press release ever from ADV Films. So really, what was announced today? While the details will come out in the next few days, it's pretty obvious that it's not much more than a corporate restructuring that moves intellectual assets away from a dysfunctional corporate entity that has credit problems and hostile shareholders. P.S., Long live / R.I.P. Animation Dubbing Vision, whatever the case may be. This is worse than when Geneon shut down, much worse. In the case of this closure I fear that we may have heard the last of some very talented voice actors and actresses and that some titles are going to be hard pressed to find. This sucks. A small list of shows ADV owns rights to: -Air -Azumanga Daioh -Chrono Crusade -D.N.Angel -Excel Saga -Fist of the North Star -Full Metal Panic -Gantz -Kaleido Star -Magical Shopping Arcade Abenobashi -Neon Genesis Evangelion -Nerima Daikon Bros. -Oh My Goddess -RahXephon Quote Link to comment Share on other sites More sharing options...
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