SSG Capital Advisors (“SSG”) served as the investment banker to Publishers Clearing House LLC in the sale of substantially all assets to ARB Interactive, Inc. (“ARB Interactive”). The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the Southern District of New York. The transaction closed in July 2025.
Publishers Clearing House is a heritage brand that pioneered personalized direct-to-consumer marketing through free-to-play, chance-to-win propositions. The Company utilizes its popular sweepstakes to attract user engagement with its web and mobile platforms. In exchange for demographic and personal interest information, users receive chances to win monetary prizes. This process enables PCH to gather authenticated consumer data and provide high-quality advertising and data solutions to marketers, brands, and agencies.
PCH was founded over 70 years ago as a direct mailer and marketer of magazine subscriptions and quickly became a household name upon the introduction of its world-famous sweepstakes. The Company grew to include a commerce division, online advertising services, and online gaming entertainment. However, after several decades of operational and financial success, PCH’s commerce and direct mail divisions faced heightened competition, rising shipping and import costs, and the decline of catalog and magazine publishing. PCH consolidated around the data collection platform, but was still burdened by the liabilities associated with its legacy commerce business and elected to file for protection under Chapter 11 of the U.S. Bankruptcy Code.
SSG was retained in February 2025 to explore the Company’s strategic alternatives, including a sale of the business. SSG launched a comprehensive marketing process that attracted interest from domestic and international strategic and financial buyers. The process generated significant interest and resulted in several qualified bids. Leveraging its deep expertise in virtual auction execution, SSG created a dynamic and competitive auction environment that led to multiple rounds of bidding. The final bid submitted by ARB Interactive was not only the highest and best offer, but it also represented a substantial increase over the opening bid. SSG’s extensive Chapter 11 transaction experience and ability to create a competitive auction environment enabled the Company to repay its secured creditor in full and preserve the business as a going concern for the benefit of stakeholders.
ARB Interactive is a developer of social gaming platforms based in Miami, Florida. The company was founded in 2022 and operates its free-to-play social gaming platform, Modo Casino.
Other professionals who worked on the transaction include:
- Tracy L. Klestadt, Stephanie R. Sweeney, Lauren C. Kiss and Andrew C. Brown of Klestadt Winters Jureller Southard & Stevens, LLP, counsel to Publishers Clearing House LLC;
- William H. Henrich and Laurence Sax, co-chief restructuring officers of Publishers Clearing House LLC, and Nick Drepanos of Getzler Henrich & Associates LLC, financial advisor to Publishers Clearing House LLC;
- Adam J. Goldberg, Daniel Mun and Ozden Samur-LaBruna of Latham & Watkins LLP, counsel to ARB Interactive, Inc.;
- Vincent J. Roldan of Mandelbaum Barrett PC, counsel to the secured lender; and
- Kenneth P. Silverman, Brian Powers, Courtney M. Roman and Haley L. Trust of Rimon, P.C., counsel to the unsecured creditors committee.