Entertainment Distribution Company

About Entertainment Distribution Company

Entertainment Distribution Company, LLC (EDC) is a Delaware company that held the optical disc manufacturing and distribution business bought from Universal Music Group in May 2005.^[1][2] Supply agreements with initial ten-year terms, signed with the purchase, made it the exclusive manufacturer and distributor of Universal's CD and DVD requirements for the United States and central Europe.^[1] Its own site described it as a supplier of supply-chain services to music, film and gaming companies, majority owned by Entertainment Distribution Company, Inc., itself a wholly owned subsidiary of the NASDAQ-listed EDCI Holdings, Inc.^[3] EDCI held 97.99 per cent of its units indirectly at the end of 2009, when EDC was the group's only reportable business segment.^[1]

The buyer above it was Glenayre Technologies, Inc., which renamed itself Entertainment Distribution Company, Inc. with effect from 10 May 2007, by merging a wholly owned subsidiary into itself under section 253 of the Delaware General Corporation Law for that sole purpose, and which became a wholly owned subsidiary of the newly formed EDCI Holdings, Inc. when the holding-company reorganisation was consummated on 25 August 2008.^[4][5] Those are two corporations, not one company renamed twice. In July 2006 EDC added a CD manufacturing operation at Blackburn in England.^[1] Its site gave its global headquarters as 11 East 44th Street in New York, with the plants held by EDC Blackburn Ltd and EDC GmbH.^[6]

EDCI announced on 31 October 2008, and closed on 31 December 2008, the sale of substantially all of EDC's United States business to Sony DADC U.S., Inc. for $26.0 million in cash: the distribution operations at Fishers, Indiana, the United States supply agreements with Universal, all of the equipment in the Fishers facility, certain manufacturing equipment in the Kings Mountain, North Carolina plant, and certain other United States customer relationships.^[1] The plant itself was not part of that transfer. It stayed with Entertainment Distribution Company (USA), LLC, idle and carried in assets held for sale, listed for sale from the second quarter of 2009 and still unsold in August 2010, when EDC expected up to $7.3 million of liquidating proceeds from that subsidiary, most of it the plant's price.^[1][7] The English Wikipedia article dates the Sony sale to November 2008, which the filings do not support, and says the company's previous name was Glenayre Technologies, which is true of the corporation above it rather than of this one.^[8] Exhibit 21.1 to the 2009 annual report lists the group's subsidiaries at 31 December 2009, among them this company, Entertainment Distribution Company (USA), LLC, the Delaware company GEI EDC Holding Company, the German companies Entertainment Distribution Holding GmbH and Entertainment Distribution Company GmbH, Entertainment Distribution Company Netherland Holdings Company B.V., EDC UK Holdings Limited and EDC Blackburn Limited; it does not say which of them held which.^[2] EDC's board resolved on 20 March 2009 to move the Blackburn volume into the Hannover plant and ceased substantially all Blackburn operations on 31 December 2009, EDCI's stockholders approved a plan of complete liquidation on 7 January 2010, and in 2011 a private management team bought all the shares of the German plant company.^[1][9] Wikipedia records that the EDC business became insolvent and its assets were auctioned in May and June 2017, by which time the plant had been out of this company's hands for years.^[8][9]