Red Alert Media Matrix Inc. asked for court approval to acquire the assets of embattled photo and sports memorabilia dealer John Rogers.
The new proposal, filed in Pulaski County Circuit Court late Friday, consists of $28 million and 1 million shares of unregistered, restricted common shares in Red Alert. Red Alert places the value of the cash-stock transaction at $1 billion.
Michael McAfee, court-appointed trustee of the Rogers assets, has not signed off on the deal, and Judge Chris Piazza will decide how to proceed. On April 14, Piazza gave Red Alert 30 days to make a deal happen.
As proposed by Red Alert, closing the deal would occur within 30 days of execution of the agreement or at a mutually agreeable time.
According to Red Alert, First Arkansas Bank & Trust of Jacksonville will be paid in full. The bank holds a $15.2 million judgment.
Who receives what of the remaining cash and/or stock is unclear. The proposed pecking order of payment to creditors after the bank includes:
- William “Mac” Hogan, an investor, $12.3 million claim from a string of deals he helped finance that include allegations of fraud against Rogers.
- John Conner Jr. and his Holden Conner Farms Inc. and Newport Archives, a $9.6 million claim related to five loans and a large unpaid bill that include allegations of fraud against Rogers.
- Bank of Little Rock, a $590,833 claim on a delinquent loan that include allegations of fraud against Rogers.
- IRS for outstanding federal taxes.
- Mary Brace, a $765,000 claim from on the sale of the epic George Burke & George Brace Collection of an estimated 250,000 original negatives of baseball players.
- All other creditors in an order to be determined by Piazza.
The famed Conlon Collection of historic baseball images, whose ownership remains in legal controversy, is excluded from the transaction. A provision in the agreement addresses inclusion of a sizable portion of the Fairfax photo archives.
The unfinished contract, initiated by Rogers before legal and financial problems removed him from operations in 2014, was in dispute and is currently being reworked by McAfee to address issues raised by Fairfax Media Management PTY Ltd.
Fairfax alleged breach of contract and asked for the return of the photo archives of Sydney Morning Herald (2.7 million images) and New Zealand publications (1.5 million images).
This portion of the collection is in North Little Rock under the care of McAfee, who oversaw the return of the entire photo archive of The Melbourne Age to Fairfax.
Fairfax Media alleged that its archive assets were being sold before digital copies were made available per its $244,000 purchase contract with Rogers.
The proposed asset purchase agreement makes provision for payments of 2.5 percent of the cash portion of the deal ($700,000) each to McAfee and Richard Mays Sr., Little Rock attorney and former Arkansas Supreme Court Justice.
For his legal services in connection with the proposed agreement, Mays also will receive 50,000 shares of unregistered restricted common shares of Red Alert stock.