We were shocked to learn that LVI Print Optimization has filed for creditor protection. LVI formerly called LaVigne Inc. is a century old company known for its tech-savvy culture and investment in state of the art technology -- LVI is the poster child of evolving into the new communications firm many printers are striving to become.

The company posted a net loss of $950,000 on revenue of $4.7 million during the first eight months of the company's current fiscal year. As noted in the company's press release, the LVI expects to continue paying employee salaries and benefits as well as to continue to provide the same services to its clients through the restructuring process.

HubCast has offered to pay cash consideration of $1,385,0000, subject to offset by any amounts outstanding as of the closing date under certain debtor-in-possession financing being provided by HubCast, and to assume certain liabilities, including any liability for cure payments due to contract and lease counterparties upon assumption and assignment.

To try to decipher what went wrong we took a look at the bankruptcy filing of LaVigne (PDF) and largest unsecured claims (PDF) and discovered some interesting items:

LVI owes almost $1.8 Million to the largest unsecured claims; a mix of industry suppliers, insurance, and good and/or services. The company's largest unsecured claim is to INS LLC. The owner of the building LVI leases. Toby LaVigne is the sole shareholder of INS LLC. Other creditors include:

John Hancock Insurance, $202,617; Unisource Worldwide $167,352; xpedx $145,087; Berkshire-Westwood Graphics Group, $142,730; Key Equipment Finance, $170,899; Indigo America, $124,390; Lindenmeyr Munroe, $110,373; Kodak, $54,003.96.

The bankruptcy filing reveals:

- The assets to be purchased include accounts receivable, intellectual property, certain equipment, and shareholder notes due to LVI from insiders.

- Toby LaVigne is also an insider of LVI. Mr. LaVigne is LVI's majority shareholder and is chairman of the board of directors. Mr. LaVigne is also the sole shareholder of INS LLC, which owns the building in which LVI's headquarters are located and which LVI leases under the terms of a triple net lease calling for rent in the amount of $20,000 per month. Finally, Mr. LaVigne is an obligor under one of the shareholder notes due to LVI, and being acquired by HubCast in the proposed purchase.

- LVI anticipates that, if HubCast is ultimately determined to be the winning bidder, Christopher Wells, the president and CEO of LVI, will be offered employment in the post-closing acquisition entity.

- Any person who wishes to participate in the bidding process must become a “Qualifying Bidder.” As a prerequisite to becoming a Qualifying Bidder (and, thus, being able to conduct due diligence), a Potential Bidder: (a) must deliver an executed confidentiality agreement in form and substance acceptable to the Debtor no later than thirty (30) calendar days subsequent to the Petition Date; and (b) must be able, as determined by the Debtor, to consummate a transaction based upon the Asset Sale.

- The Debtor (LVI) has agreed to provide the Proposed Purchaser (HubCast) with a right to expense reimbursement of $75,000 to reimburse the Proposed Purchaser for out-of-pocket expenses in connection with the sale transaction.

- Under the terms of Mr. Ippolito's (LVI's investment banker) proposed engagement, a success fee of $125,000 will come due to Mr. Ippolito at closing, less prepayments made in periodic installments for which authority has also been sought.

- Due to liquidity constraints, Mr. McDermott (LVI's financial advisor) has agreed to defer a portion of his normal and customary fee until closing. Therefore, although it is anticipated that Mr. McDermott will devote forty (40) hours per week to the Debtor's operations and sale efforts during the post- petition period, which at his normal and customary rate would yield a fee of $12,000 per week, Mr. McDermott has agree to accept a flat rate of $6000 per week provided that he receive a payment of $50,000 from the closing proceeds.

WhatTheyThink editors are working on further analysis.