We advised Big Lots on the sale

Davis Polk advised Big Lots, Inc. and its affiliates (collectively, “Big Lots”) on the sale of substantially all of its assets pursuant to section 363 of the Bankruptcy Code to Gordon Brothers Retail Partners, LLC (GBRP). As part of the asset purchase agreement, GBRP acquired designation rights enabling it to assume and assign certain of Big Lots’ assets, including store leases, distribution center leases, contracts and intellectual property, to third-party purchasers. Variety Wholesalers, Inc. intends to acquire between 200 and 400 Big Lots stores and up to two distribution centers, which it plans to operate under the Big Lots brand moving forward. The purchase price was approximately $495 million.

On December 31, 2024, following a contested two-day sale hearing, Judge J. Kate Stickles of the United States Bankruptcy Court for the District of Delaware approved the sale to GBRP in its entirety. The sale subsequently closed on January 3, 2025.

Headquartered in Columbus, Ohio, Big Lots operated more than 1,300 stores across 48 states in the United States, as well as an e-commerce store with expanded fulfillment and delivery capabilities.

The Davis Polk restructuring team included partners Brian M. Resnick and Adam L. Shpeen, counsel Stephen D. Piraino and associates Ethan Stern, Vincent Cahill, Kevin L. Winiarski and Jacob Goldberger. The corporate team included partner Brian Wolfe, counsel Heather Weigel and associate Jonathan Bi. The finance team included partner Nikolaus Caro and counsel Jason Palios. The litigation team included partner James I. McClammy and associate Matthew R. Brock. Partner Corey M. Goodman and counsel Tracy L. Matlock provided tax advice. All members of the Davis Polk team are based in the New York office.

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