🚘 New Chapter 11 Bankruptcy Filing - Advantage Holdco Inc. (a/k/a Advantage Rent-a-Car) 🚘

Advantage Holdco Inc.

May 26, 2020

Florida-based Advantage Holdco Inc. (along with six affiliates, the “debtors”) is the second car rental business to file for chapter 11 bankruptcy in the last week. The debtors list at least $500mm in liabilities against $100mm-$500mm in assets. Rut roh. They also noted that “[a]fter any administrative expenses are paid, no funds will be available to unsecured creditors.” RUT ROH.

Get ready for the “private equity bros destroyed car rental” argument: Catalyst Capital Group Inc., a Toronto-based private equity firm, owns, through affiliates, 100% of the debtors’ equity after purchasing assets (from The Hertz Corporation as luck would have it) out of the 2014 Simply Wheelz LLC d/b/a Advantage Rent-a-Car bankruptcy and merging it with a subsequent acquisition of E-Z Rent-a-Car in 2015. As powerful as private equity firms tend to be, however, they, despite what some might think, didn’t conspire to shutdown the global economy. By extension, they didn’t have any hand in the pandemic stopping nearly all air travel — affecting, in turn, businesses like Advantage that depend on customers coming in and out of airports (much like Hertz). Nor did they have any control over people deciding not to go visit Las Vegas, Nevada — perhaps one of the gnarliest cities in the world — where Advantage also happens to have certain hotel partnerships it leverages to rent cars to people who want to say…blow sh*t up in the desert. Shocking we know! PE doesn’t control G-d.

Unlike Hertz, Advantage tends to target the leisure-discount segment of the rental car sector. Similar to Hertz, though, it generates predominantly all of its revenue from vehicle rentals (from airports mostly), ancillary products like insurance and navigation services and the wholesale disposition of automobiles previously used in the rental fleet. Sound familiar? Only so much room for creativity in this business model, broheims.

In 2019, the debtors did ~$271.5mm in revenue with $165.1mm attributable to rental and $106.4mm to the other stuff we previously noted. Which just goes to show how much of a money maker that bullsh*t insurance you always debate is.

There’s more bankruptcy Inception at play here: The Hertz Corporation ($HTZ) once owned this company but divested it to avoid antitrust scrutiny. Earlier this week, HTZ filed for bankruptcy. Not it is also involved in this bankruptcy; it is the debtors’ 11th largest general unsecured creditor. Whoops.

  • Jurisdiction: D. of Delaware (Judge Dorsey)

  • Capital Structure: $30.2mm unsecured loan (Aberdeen Standard Investments Inc.)

  • Professionals:

    • Legal: Cole Schotz PC (Justin Alberto, Norman Pernick, Patrick Reilley, J. Kate Stickles)

    • Financial Advisor: Mackinac Partners (Matthew Pascucci)

    • Claims Agent: Epiq (*click on the link above for free docket access)

  • Other Parties in Interest:

🚘 Special Edition: The Hertz Corporation ($HTZ) 🚘

The Hertz Corporation

May 22, 2020

Go here for our free a$$-kicking write-up about the situation.

  • Jurisdiction: D. of Delaware (Judge Walrath)

  • Professionals:

    • Legal: White & Case LLP (Thomas Lauria, Matthew Brown, J. Christopher Shore, David Turetsky, Ronald Gorsich, Aaron Colodny, Doah Kim, Jason Zakia) & Richards Layton & Finger PA (Mark Collins, John Knight, Brett Haywood)

    • Canadian Legal: McCarthy Tetrault LLP (David Galainena)

    • Financial Advisor: FTI Consulting Inc. (Michael Buenzow)

    • Investment Banker: Moelis & Co.

    • Claims Agent: Prime Clerk LLC (*click on the link above for free docket access)

  • Other Parties in Interest:

    • Barclays Bank PLC

      • Legal: Latham & Watkins LLP (George Davis, Suzzanne Uhland, Christopher Harris, Adam Goldberg, Heather Waller, Adam Ravin, Andrew Sorkin) & Morris Nichols Arsht & Tunnell LLP (Derek Abbott, Andrew Remming)

    • Indenture Trustee: Wells Fargo Bank NA

      • Legal: Foley & Lardner LLP (Mark Hebbeln, Harold Kaplan) & Dorsey & Whitney LLP (Eric Lopez Schnabel, Alessandra Glorioso)

    • Ad Hoc Group of Litigation Creditors

      • Lega: Pachulski Stang Ziehl & Jones LLP (John Fiero, Colin Robinson)

    • Official Committee of Unsecured Creditors

      • Legal: Kramer Levin Naftalis & Frankel LLP (Thomas Moers Mayer, Amy Caton, Daniel Eggermann, Alice Byowitz) & Benesch Friedlander Coplan & Aronoff LLP (Jennifer Hoover, Kevin Capuzzi, John Gentile)

🚗 New Chapter 11 Bankruptcy Filing - Techniplas LLC 🚗

Techniplas LLC

May 6, 2020

Wisconsin-based Techniplas LLC and seven affiliates (the “debtors”), producers and manufacturers of plastic components used primarily in the automotive and transportation industries, filed for bankruptcy in the District of Delaware. “The Company produces, among other things, automotive products, such as fluid and air management components, decorative and personalization products, and structural components, as well as nonautomotive products, such as power utility and electrical components and water filtration products.” After cobbling together acquisitions over the course of the decade, the debtors’ business is now global in scale and its main customers are the leading OEMs in the US, Europe and Asia; it had net sales of $475mm and a net loss of $21mm in fiscal ‘19.

A bit more about the business. The debtors’ primary operating unit, “Techniplas Core,” acts “…as a manufacturer of technically complex, niche products across a wide range of applications and end markets, including the automotive and truck, industrial, and commercial markets.” This is roughly 83% of the business. In addition, the debtors have “Techniplas Prime,” which, aside from sounding like a Transformer that may or may not have it out for the human race, acts as a matchmaker between excess manufacturing capacity and customers in need of manufacturing. Per the debtors:

Serving as a nexus between customers, including OEMs, and other manufacturing companies, Techniplas Prime acts as an extension of Techniplas Core by delivering to customers the manufacturing capabilities of its Prime Partners. This makes Techniplas Prime asset-light and creates a “win-win” scenario for customers and Prime Partners.

Interestingly, this business segment was once dubbed “The Airbnb of Auto Manufacturing,” a moniker that makes almost zero sense and completely misunderstands the Airbnb model but, yeah sure, cheap “by-association” points, homies! Per Forbes:

[Founder George] Votis saw Techniplas Prime as an e-manufacturing platform from which customers could order parts electronically according to their own specifications, and have them built by local factories with unused capacity.

Except it’s not a platform. Like, at all. Airbnb is a digital two-sided platform that brings hosts and travelers together and seemlessly connects them. Techniplas Prime…well…

Screen Shot 2020-05-08 at 11.57.58 AM.png

…well…page not found. Airbnb may be struggling in this COVID environment but we can assure you that you’re not EVER getting a 404 when going to their site. Platform…pssssfft. The Forbes article later contradicts itself saying:

…they focused on 3-D printing and advanced manufacturing technology companies that had spare capacity available for contract operations, for which Techniplas Prime is essentially the broker.

Right. Being a broker is different than being a platform y’all. But we digress.

The debtors have a simple capital structure consisting of a $17.59mm ABL, $175mm in 10% ‘20 notes, and a $6.77mm interim financing agreement for total funded debt around $200mm. The debtors, primarily due to this capital structure, began pursuing strategic alternatives in early 2017. Both an attempted sale process and debt refinancing failed. Thereafter, the debtors explored in 2018 a term loan refinancing of the preptition notes and/or a public equity listing in London. Those, too, failed. For this, the debtors blame a downturn in the automotive market and uncertainty from Brexit (PETITION Note: we’ve been foreshadowing that declining production capacity by the major OEMs was going to rattle through the supply chain so nobody should be surprised by this revelation).

In mid-’19, an attempted sale to a strategic buyer, private equity firm The Jordan Company, kicked off but that, despite some forward-moving progress involving a note purchase agreement and an unexercised call option for 100% of the membership interests in the debtors, ultimately fell through due to the inability to refi out the pre-petition notes. Subsequent attempts — now involving ad hoc group of noteholders and Jordan — also came close but ultimately failed due to deteriorating operating performance that pre-dated OOVID. COVID merely exacerbated things. Per the debtors:

Many customers suspended or drastically reduced production, resulting in a swift drop in demand for the Debtors’ products. Additionally, many of the locations where the Company had offices and manufacturing plants worldwide issued lockdown orders and permitted only essential business to remain open in an effort to control the outbreak and protect the health and safety of the public.

All of this was too much to handle: Jordan peaced out. Liquidity increasingly became an issue and so the debtors obtained a $6.7mm super senior priority bridge financing from the ad hoc group. Indeed, the ad hoc group is stepping up big here: in addition to providing the liquidity the debtors needed to get in chapter 11, they’ve agreed to provide a DIP ($20-25mm new money with a $100mm roll-up) and serve as stalking horse bidder — offering $105mm to purchase the debtors’ international operations and three remaining US-based manufacturing facilities. The debtors hope to close the sale within 44 days of the petition date.

  • Jurisdiction: D. of Delaware (Judge Silverstein)

  • Capital Structure: See above.

  • Professionals:

    • Legal: White & Case LLP (David Turetsky, Andrew Zatz, Fan He, Robbie Boone Jr., John Ramirez, Sam Lawand, Thomas MacWright) & Fox Rothschild LLP (Jeffrey Schlerf, Carl Neff, Johnna Darby, Daniel Thompson)

    • Financial Advisor/CRO: FTI Consulting Inc. (Peter Smidt, Andrew Hinkelman)

    • Investment Banker: Miller Buckfire & Co. LLC (Richard Klein)

    • Claims Agent: Epiq Corporate Restructuring LLC (*click on the link above for free docket access)

  • Other Parties in Interest:

    • Stalking Horse Purchaser: Techniplas Acquisition Co. LLC

    • Pre-Petition ABL & DIP ABL Agent: Bank of America NA

      • Legal: Sidley Austin LLP (Dennis Twomey, Elliot Bromagen) & Richards Layton & Finger PA (Mark Collins, Amanda Steele, David Queroli)

    • DIP Term Agent: Wilmington Savings Fund Society FSB

      • Legal: Cole Schotz PC (Daniel Geoghan, J. Kate Stickles, Patrick Reilley)

    • Indenture Trustee: US Bank NA

      • Legal: Dorsey & Whitney LLP (Eric Lopez Schnabel, Alessandra Glorioso)

    • Ad Hoc Noteholder Group ‘20 10% Senior Secured Notes

      • Legal: Arnold & Porter Kaye Scholer LLP (Jonathan Levine, Brian Lohan, Jeffrey Fuisz, Gerardo Mijares-Shafai)

🚗New Chapter 11 Bankruptcy Filing - Total Finance Investment Inc.🚗

Total Finance Investment Inc.

February 13, 2019

We’ve been asking about distress in the automotive industry since our inception and most recently noted in “🚗The Auto Sector is Quietly Restructuring🚗 that activity is picking up in the space. Admittedly, this case isn’t exactly what we had in mind. Nevertheless, earlier this week, Total Finance Investment Inc. and Car Outlet Holding Inc. (and affiliated debtors) filed for bankruptcy in the Northern District of Illinois; the debtors are an integrated chain of buy-here pay-here used vehicle dealerships in Illinois and Wisconsin.

What does “buy-here pay-here” mean? The debtors sold used vehicles, provided financing, AND operated an insurance broker to assist customers with procurement of automobile insurance coverage from third-party insurance providers. They “specifically catered to the fast-growing and underserved population of “unbanked” and “underbanked” Hispanic consumers in Northern Illinois and Milwaukee, which historically made up approximately 70% of the Debtors’ customer base.” There’s just one problem with all of this? Competition is BRUTAL. Per the company:

In recent years, BHPH dealerships have been subject to increasing industry-wide pressures that have negatively impacted their operating results, driving a number of the Debtors’ BHPH competitors out of business. The used vehicle dealership market is highly fragmented and fiercely competitive—with approximately 1,800 used car dealerships in Illinois alone—and the Debtors historically competed with other large used car dealerships like CarMax and DriveTime, as well as other BHPH operations. The fragmented nature of the industry and relatively low barriers to entry have led to steep competition between dealerships, putting significant downward pressure on the margins BHPH dealerships earn on vehicle sales. Further, as a result of a protracted period of increased capital availability, indirect auto lenders such as banks, credit unions, and finance companies have in recent years moved to originate subprime auto loans and offer attractive financing terms to customers with lower than average credit scores, putting pressure on BHPH operators’ market share among their traditional customer base.

Because, like, why not? Nothing has ever gone wrong when there has been excessive competition fiercely pursuing the subprime market. 🙈Ironically, the day before this filing, The Washington Post reported that 7mm Americans have, to the surprise of economists, stopped paying their auto loans. Whooooops. Per the WP:

The data show that most of the borrowers whose auto loans have recently moved into delinquency are people younger than 30 years old and people with low credit scores. Eight percent of borrowers with credit scores below 620 — otherwise known as subprime — went from good standing to delinquent on their auto loans in the fourth quarter of 2018.

No. Bueno. Anyway, back to the debtors. Read this part and tell us you don’t suffer PTSD circa-2008:

…capital markets became increasingly accessible for indirect auto lenders, many of which began to originate subprime loans and offer attractive financing terms to borrowers that historically had been overwhelmingly BHPH customers. The Debtors’ prior management team responded to the change in market conditions by providing larger loans with longer terms, accepting smaller down payments, and accepting transactions with increasingly negative equity in order to increase sales volume. The shift to offering riskier loans to subprime customers ultimately led to the Debtors experiencing historically high delinquency rates and losses beginning in the second half of 2015.

But wait. There’s more:

In addition to increased competition in the auto lending industry, the Debtors have also incurred significant expenses to ensure compliance with new regulations enacted by the Consumer Financial Protection Bureau. Furthermore, the political climate following the 2016 presidential election has had a negative impact on the spending habits of the Debtors’ traditional customer base in a manner that negatively impacted the Debtors’ operating results.

The debtors, therefore, suffered a consolidated pre-tax loss of approximately $29.9mm. MAGA!!!

The company has been trying to improve cash flows and operating results for years. One major initiative included, as far back as 2016, tightening underwriting standards to reduce consumer finance portfolio losses. We sure hope that there are others who took similar steps given the Washington Post report. But we digress.

Back in 2017, the debtors also received an $84mm equity infusion from Marubeni Corporation. Nevertheless, the debtors continued to hemorrhage to the point of compromising compliance with certain financial covenants under their senior secured debt facility with BMO Harris Bank NA. Thereafter, the company entered into a series of forbearance agreements with BMO as it attempted to figure out either a refinancing or an asset sale. In the end, the debtors obtained a restructuring support agreement and filed for bankruptcy to liquidate the used auto business and transfer its auto loan servicing business to a third-party servicer (PETITION Note: earlier this week, The Wall Street Journal reported that the mortgage servicing business is en fuego — notwithstanding the Ditech Holding Corporation bankruptcy (see here). We wonder: what sort of demand is there for subprime auto loan servicing businesses?). BMO Harris will fund the estates with a $4mm DIP credit facility.

So we’re left with this question: is this chapter 11 filing the canary in the coal mine for subprime auto lenders?

  • Jurisdiction: N.D. of Illinois (Judge Doyle)

  • Capital Structure: see below.

  • Professionals:

    • Legal: Sidley Austin LLP (Bojan Guzina, William Evanoff, Jackson Garvey)

    • Conflicts Legal: Togut Segal & Segal LLP

    • Financial Advisor: Portage Point Partners LLC

    • Interim Management: Development Specialists Inc.

    • Investment Banker: Keefe Bruyette & Woods and Miller Buckfire & Co. LLC

    • Claims Agent: KCC (*click on the link above for free docket access)

  • Other Professionals:

    • Prepetition Lender: BMO Harris Bank NA

      • Legal: Chapman and Cutler LLP (David Audley, Mia D’Andrea)

Source: First Day Declaration

Source: First Day Declaration

New Chapter 11 Bankruptcy - Velocity Pooling Vehicle LLC

Velocity Pooling Vehicle LLC

  • 11/15/17 Summary: A few weeks ago we questioned whether the restructuring industry ought to be focusing more on the automotive space, asking whether the bankruptcy of GST Autoleather Inc. was the canary in the coal mine. Now, here, Velocity Pooling Vehicle LLC (d/b/a Motorsport Aftermarket), an Indianapolis-based motorcycle aftermarket parts seller has filed for bankruptcy to address its balance sheet in the face of declining trends in the motorcycle market. The company has announced a consensual restructuring pursuant to which it will equitize its debt; it intends to fast-track the case and emerge from bankruptcy in Q1 '18. The company has secured a $135mm DIP credit facility. Term lenders Monomoy Capital Partners, BlueMountain Capital and Contrarian Partners are coming out with the equity in the company. More to come.
  • Jurisdiction: D. of Delaware (Judge Carey)
  • Capital Structure: $295mm '21 TL (Wilmington Trust NA), $85mm '22 second lien TL     
  • Company Professionals:
    • Legal: Proskauer Rose LLP (Jeff Marwil, Paul Possinger, Christopher Hayes, Jeramy Webb) & (local) Cole Schotz P.C. (Norman Pernick)
    • Financial Advisor: AlixPartners LLP
    • Claims Agent: Donlin Recano & Co. Inc. (*click on company name above for free docket access once link appears)
  • Other Parties in Interest:
    • Administrative Agent: Wells Fargo Bank, NA
      • Legal: Goldberg Kohn Ltd. (Randall Klein, Prisca Kim) & (local) Richards Layton & Finger PA (John Knight, Brett Haywood)
    • Ad Hoc Group
      • Legal: Stroock & Stroock & Lavan LLP (Jayme Goldstein, Daniel Ginsberg, Matthew Garofalo) & (local) Young Conaway Stargatt & Taylor LLP (Edmon Morton, Matthew Lunn)

Updated 11/17/17 6:11 CT

New Chapter 11 Filing - GST AutoLeather Inc.

GST AutoLeather Inc.

  • 10/3/17 Recap: Disruption, illustrated. The automobile industry is at the beginning of a downturn marked by auto price reductions and a drop in new vehicle production. Automobile output is down 4% over the past year as automobile dealers are placing fewer manufacturing orders and dealing with excess supply. Moreover, auto OEMs are decreasing the leather content in certain new vehicles. Finally, automobiles are lasting longer and "the climbing popularity of ride-sharing services, such as Uber and Lyft...diminish consumers' needs for their own cars." Put simply, there is a demand side decline. Consequently, here, the Southfield Michigan-based supplier of leather interiors filed a freefall bankruptcy with the hope of consummating an expedited (approximately 2-month timeframe) 363 asset sale. The company has secured a $40mm DIP credit facility to fund its bankruptcy; it continues talks with its senior lenders about a stalking horse bid to purchase the company. In addition to the aforementioned macro factors, the company blames its deteriorated financial performance on (i) issues associated with certain new customer launches in Europe, (ii) supply chain issues with a critical Chinese supplier who is using leverage to extract out-of-contract economics from the company and (iii) constraints imposed by significant working capital investments to mitigate supply chain disruption to its customers (which include the likes of major auto OEMs, e.g., Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen).
  • Jurisdiction: D. of Delaware (Judge Silverstein)
  • Capital Structure: $24mm '19 RCF, $140mm '20 TL-B (Royal Bank of Canada), $32mm mezz debt (Triangle Capital Corp./Alcentra Capital Corp.)
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (James Sprayragen, Ryan Blaine Bennett, Michael Slade, Alexandra Schwarzman, Timothy Bow, Benjamin Rhode, Luke Ruse) & (local) Pachulski Stang Ziehl & Jones LLP (Laura Davis Jones, Timothy Cairns, Joseph Mulvihill)
    • Financial Advisor/CRO: Alvarez & Marsal North America LLC (Jonathan Hickman, Jay Herriman)
    • Investment Banker: Lazard Middle Market (Jason A. Cohen)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Sponsor: Advantage Partners
    • Lender Group (Royal Bank of Canada, as DIP Admin Agent)
      • Legal: Paul Hastings LLP (Andrew Tenzer, Michael Comerford, Shlomo Maza) & Young Conaway Stargatt & Taylor LLP (Pauline Morgan, M. Blake Cleary, Justin Rucki)
      • Financial Advisors: FTI Consulting
    • Mezzanine Lenders:
      • Legal: McGuireWoods LLP (Anne Croteau, Douglas Foley) & (local) Benesch Friedlander Coplan & Aronoff LLP (Jennifer Hoover, William Alleman Jr.)
    • Official Committee of Unsecured Creditors
      • Legal: Foley & Lardner LLP (Erika Morabito, Brittany Nelson, John Simon, Richard Bernard, Leah Eisenberg) & (local) Whiteford Taylor & Preston LLC (Christopher Samis, L. Katherine Good, Kevin Shaw, Christopher Jones, David Gaffey)
      • Financial Advisor: Berkeley Research Group LLC (Christopher Kearns, Peter Chadwick, Michelle Tran, Kevin Beard, Jay Wu)
      • Investment Banker: Configure Partners LLC (Jay Jacquin)

Updated 11/15/17 7:55 am CT

New Chapter 11 Filing - Rent-a-Wreck of America, Inc.

Rent-a-Wreck of America, Inc.

  • 7/24/17 Recap: When we saw that this company filed for bankruptcy, we were practically drooling. We immediately thought: the narrative had to be an Uber-is-to-blame story for a company like Rent-a-Wreck filing for bankruptcy, didn't it? And so we decided to cover it, despite its relatively small size, writing the following: In Silicon Valley, "disruption" is a buzzword that wide-eyed startup founders use to drum up excitement about their new venture, raise funding, and determine product/market fit. 79-90% of the time - depending on which data you rely on - those companies flame out. But sometimes they don't. And in the even rarer case that a startup doesn't just succeed but becomes a unicorn - or maybe even a decacorn a la Uber - that success is usually to the detriment of other incumbent companies. Take Rent-a-Wreck ("RAWA"). RAWA, through its wholly-owned opco, Bundy, sells and administers franchises for the operation of vehicle rental/leasing/sharing, among other automobile business lines. There are 76 RAWA franchises in 28 US states in addition to some international operations. The company makes its money from franchise fees, servicing fees, and insurance underwriting via a non-debtor insurance subsidiary. Or, we should say, MADE its money. EXCEPT, according to the company's First Day Declaration, this isn't an innovation/disruption story. It's a more mundane cash-flow-draining-litigation story. How disappointing. The company filed for bankruptcy to rightsize its franchise network, stop the bleed from litigation/judgments, streamline ops, and try to maximize the value of its intellectual property. It seeks a $750k DIP from its prepetition lender/equityholder to do so. What a waste of a solid Silicon Valley commentary. 
  • Jurisdiction: D. of Delaware 
  • Capital Structure: $2.47mm secured debt     
  • Company Professionals:
    • Legal: Quarles & Brady LLP (Faye Feinstein, Christopher Combest) & (local) Saul Ewing LLP (Mark Minuti, Aaron Applebaum)
    • Claims Agent: KCC (*click on company name above for free docket access)
  • Other Parties in Interest (no UCC appointed):
    • 100% Equity Owner & DIP Lender: JJF Management Services Inc.

Updated 8/26/17

New Chapter 11 Filing - BICOM NY LLC

  • 7/10/17 Recap: Manhattan based group of Jaguar, Maserati, Ford car dealerships filed for bankruptcy to trigger the automatic stay, prevent JPMorgan Chase from enforcing its rights as secured lender, and buy it more time to pursue a sale of the dealerships.  
  • Jurisdiction: S.D. of New York (Judge Wiles)
  • Capital Structure: $82mm debt (JPMorgan Chase Bank NA)    
  • Company Professionals:
    • Legal: Wilk Auslander LLP (Eric Snyder, Eloy Peral)
    • Financial Advisor/CRO: Carl Marks Advisory Group LLC (Steven Agran) 
    • Claims Agent: JND Corporate Restructuring (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Prepetition & DIP Lender: JPMorgan Chase Bank NA
      • Legal: Sidley Austin LLP (Richard Fries, Andrew Propps, Kevin Lantry, Jeremy Rosenthal)

New Chapter 11 Filing - Takata Corporation

Takata Corporation

  • 6/25/17 Recap: The long-awaited chapter 11 (and Japanese Civil Rehabilitation Act) filing of the publicly-traded ($TKJP) airbag manufacturer is finally upon us after the Company endured a massive airbag recall (affecting 124mm automobiles that were deployed with non-desiccated PSAN Inflators, worldwide) and corresponding liability. The Company intends to consummate an agreement in principle with privately-held Key Safety Systems out of Sterling Heights Michigan for a sale of substantially all of the Company's assets for $1.588b. Use of proceeds include satisfying the requirements of a plea agreement with the US Department of Justice, paying administrative costs and expenses of the restructuring (cha-ching Weil, PwC, Lazard & Prime Clerk), and funding unsecured creditor recoveries. The Company has secured a $227mm revolving credit facility from Sumitomo Mitsui Banking Corporation to fund the cases; per its press release, it has also negotiated with its Japanese original equipment manufacturers ("OEMs") for valuable accommodations and liquidity enhancements and continues to negotiate with OEMs elsewhere. Every car manufacturer under the sun is listed as an "undetermined" general unsecured creditor including the likes of Toyota, FordTesla, Fisker, Ferrari, and, of course, the majors. 
  • Jurisdiction: D. of Delaware
  • Company Professionals:
    • Legal: Weil Gotshal & Manges LLP (Marcia Goldstein, Ronit Berkovich, Matthew Goren, Jessica Diab, Lauren Tauro) & (local) Richards Layton & Finger PA (Mark Collins, Michael Merchant, Amanda Steele, Brett Haywood)
    • Financial Advisor: PriceWaterhouseCoopers LLP (Bill Fasel, Stephen Hammond)
    • Investment Banker: Lazard Freres & Co. LLC
    • Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Daimler Trucks North America LLC 
      • Legal: White & Case LLP (Thomas Lauria, Michael Shepard, Richard Graham)
    • General Motors Holdings LLC
      • Legal: O'Melveny & Meyers LLP (George Davis, Daniel Shamah, Andrew Sorkin, Gary Svirsky)
    • General Motors LLC
      • Legal: Honigman Miller Schwartz & Cohn LLP (Joseph Sgroi, Chauncey C. Mayfield II, Scott Kitai)
    • Key Safety Systems Inc.
      • Legal: Skadden Arps Slate Meagher & Flom LLP (Ron Meisler, Felicia Gerber Perlman, Christopher Dressel, Christine Okike, Esther Adzhiashvili)
    • Honda North America Inc.
      • Legal: Sidley Austin LLP (Michael Andolina, Jessica Knowles Boelter) & (local) Cole Schotz PC (Norman Pernick, J. Kate Stickles)
    • FCA US LLC
      • Legal: Sullivan & Cromwell LLP (Brian Glueckstein, Andrew Dietderich, Alexa Kranzley)
    • Ford Motor Company
      • Legal: McGuireWoods LLP (Mark Freedlander, Frank Guadagnino, John Thompson) & (local) Morris Nichols Arsht & Tunnell LLP (Derek Abbott)
    • Jaguar Land Rover North America LLC
      • Legal: Mayer Brown LLP (Richard Ziegler)
    • Subaru of America Inc.
      • Legal: Kramer Levin Naftalis & Frankel LLP (Adam Rogoff, Anupama Yerramalli, Philip Bentley, David Braun)
    • Toyota Motor Corporation
      • Legal: Frost Brown Todd LLC (Robert Sartin, Patrica Kirkwood Burgess, Ronald Gold) & (local) Landis Rath & Cobb LLP (Adam Landis, Kimberly Brown, Travis Ferguson)
    • BMW Manufacturing Co LLC
      • Legal: Norton Rose Fulbright US LLP (David Rosenzweig, Michael Parker) & (local) Morris Nichols Arsht & Tunnell LLP (Derek Abbott)
    • Nissan Motor Corporation
      • Legal: Jones Day (Pedro Jimenez)
    • Mitsubishi Motors North America Inc.
      • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Daniel Youngblut, Kevin O'Neill)
    • Tesla Inc.
      • Legal: Irell & Manella LLP (Jeffrey Reisner, Michael Strub, Kerri Lyman) & (local) Reed Smith LLP (Kurt Gwynne, Emily Devan)
    • Volkswagen Group of America, Inc.
      • Legal: Davis Polk & Wardwell LLP (Timothy Graulich, Elliott Moskowitz, Darren Klein)
    • Volvo Group North America LLC
      • Legal: Baker Hostetler LLP (Eric Goodman) & (local) Morris Nichols
    • Official Committee of Unsecured Creditors
      • Legal: Milbank Tweed Hadley & McCloy LLP (Dennis Dunne, Tyson Lomazow, Abhilash Raval, Bradley Scott Friedman) & (local) Whiteford Taylor & Preston LLP (Christopher Samis, L. Katherine Good, Kevin Shaw)
    • Committee of Unsecured Tort Claimant Creditors
      • Legal: Pachulski Stang Ziehl & Jones LLP (Laura Davis Jones, James Stang)

Updated 7/11/17 6 pm (CT)

New Filing - DACCO Transmission Parts (Transtar Holding Company)

DACCO Transmission Parts (Transtar Holding Company)

  • 11/20/16 Recap: Ohio-based global supplier of products related to transmissions and drivetrains files for Chapter 11 to effectuate a prepackaged case handing the company over to the first lien lenders. The cases will be funded by Silver Point Finance LLC as DIP lender ($55mm).
  • Jurisdiction: S.D. of New York
  • Capital Structure: $376.6mm first lien TL (RBC), $48mm RCF (RBC), $170mm second lien TL (Cortland Capital Markets)     
  • Company Professionals:
    • Replacement Legal: Jones Day LLP (Scott Greenberg, Carl E. Black, Daniel Merrett, Stacey Corr-Irvine)
    • Original Legal: Willkie Farr (Rachel Strickland, Christopher Koenig, Jennifer Hardy, Debra McElligott)
    • Financial Advisor: FTI Consulting LLC (Daniel Hugo, Dewey Imhoff, Stuart Gleichenhaus, Joe Lu, Carl Jones, Scott Hoffman, Luke McCrory, Patrick Rauh)
    • Investment Banker: Ducera Partners LLC (Agnes Tang)
    • Lease Consultant: Hilco Real Estate LLC (Ryan Lawlor)
    • Claims Agent: Prime Clerk LLC (*click on company name for docket)
  • Other Parties in Interest:
    • RBC
      • Legal: Paul Hastings LLP (Randal Palach, Alexander Bongartz)
    • Ad Hoc Committee of Second Lien Lenders
      • Legal: Latham & Watkins LLP (Richard Levy, Matthew Warren)
    • Silver Point Capital (as DIP Lender)
      • Legal: Chapman & Cutler LLP (Steven Wilanowsky, Aaron Krieger)
    • Friedman Fleisher & Lowe LLC (as Sponsor)
      • Legal: Young Conaway (Michael Nestor)
    • Examiner
      • Legal: Jenner & Block LLP (Richard Levin)
    • Octagon Credit Investors LLC and Invesco Ltd.
      • Legal: King & Spalding LLP (Michael Rupe, Jeffrey Pawlitz)

Updated 3/30/17