SAN FRANCISCO (AP) ¿ WPT Enterprises Inc., which produces the World Poker Tour television series, said Monday it has agreed to sell substantially all of the company's operating assets to Peerless Media Ltd. Peerless will pay $12.3 million, minus certain obligations, according to the regulatory filing with the Securities and Exchange Commission announcing the deal. Peerless will pay $1 million up front and the remainder when the deal closes. Peerless has agreed to pay WPT 5 percent of future gaming and other revenue from the use of WPT's brands. Peerless guaranteed that WPT will get at least $3 million during the three years following the close of the deal under the revenue-sharing agreement. WPT said it will use the cash proceeds to develop or acquire a non-poker related business. WPT will retain some parts of its business, including all of its original cash and cash equivalents, investments in debt securities and other investment and litigation assets, some future foreign sponsorship revenue and other items. Shares of WPT closed down a penny at $1.05.