New Chapter 11 Bankruptcy Filing - WYNIT Distribution LLC

September 09, 2017 by PETITION in Chapter11

WYNIT Distribution LLC

9/8/17 Recap: Minnesota-based technology wholesaler filed for bankruptcy to pursue a sale process. The company seeks approval of a $15mm DIP credit facility to finance the cases. Major customers include Best Buy, Amazon, Costco, Walmart and Target. Fitbit and Symantec are listed among the companies largest creditors.
Jurisdiction: D. of Minnesota
Capital Structure: $76.7mm RCF (Wells Fargo)
Company Professionals:
- Legal: Stinson Leonard Street LLP (Robert Kugler, Edwin Caldie, Phillip Ashfield, Andrew Glasnovich)
- Financial Advisor: Conway MacKenzie Inc. (Peter A. Richichi)
- Claims Agent: JND Corporate Restructuring (click on the case name above for free docket access)
Other Parties in Interest:
- Prepetition Lender/DIP Lender: Wells Fargo
  - Legal: Greenberg Traurig LLP (David Kurzweil, John Dyer, DeWitt Perkins) & (local) Lindquist & Vennum LLP (Charles Perkins)
- Prepetition Creditor: Fitbit Inc.
  - Legal: Akin Gump Strauss Hauer & Feld LLP (Arik Preiss, Deborah Newman, Kevin Zuzolo) & (local) Maslon LLP (Clark Whitmore, Jason Reed)
- Official Committee of Unsecured Creditors
  - Legal: Lowenstein Sandler LLP (Jeffrey Cohen) & (local) Barnes & Thornburg LLP (Connie Lahn)

Updated 9/21/17

New Chapter 11 Filing - Model Reorg Acquisition LLC (aka Perfumania Inc.)

August 27, 2017 by PETITION in Chapter11

Model Reorg Acquisition LLC (Perfumania Inc.)

8/26/17 Recap: New York-based vertically-integrated specialty retailer (226 retail locations, mostly mall-based) and wholesale distributor of perfumes and fragrances (to the likes of Sears, Target, Walmart and Walgreens) filed for bankruptcy pursuant to a prepackaged plan of reorganization. The company is seeking approval of a $83,750,000 Wells Fargo DIP facility ("DIP") which will roll into an exit facility. What caused the filing? The overall retail bloodbath, naturally. Since 2015, the company has lost tens of millions of dollars, closed 105 retail locations, decreased the pace of brick-and-mortar openings and focused efforts - like the rest of the retail world - on e-commerce expansion. This way you could buy your one gallon bottle of CK One online rather than in a crappy mall stall. Awesome. The structure of this case is as follows: the DIP requires a completed case within 90 days to ensure that the reorganized (and newly private) company can take advantage of Q4 seasonality. The prepackaged plan leaves general unsecured creditors unimpaired and reinstates the unsecured notes. It also provides a $2/share recovery for shareholders who opt-in to a release of principals (notably, the shares were trading at $1.33/share at Friday's market close). The stockholder consideration will be paid via a $14.26mm equity infusion, which also serves as consideration for 100% of the reorganized equity. The transaction also preserves approximately $40mm of net operating losses and other tax attributes that will inure to the benefit of the owners.
Jurisdiction: D. of Delaware (Judge Sontchi)
Capital Structure: $175mm senior credit facility ($18.78mm funded)(Wells Fargo Bank), $125.4mm unsecured debt +$54.8mm accrued and unpaid interest (3 different notes). Public equity ($PERF).
Company Professionals:
- Legal: Skadden Arps Slate Meagher & Flom LLP (J. Gregory Milmoe, Lisa Laukitis, Raquelle Kaye, Anthony Clark)
- Financial Advisor: Ankura Consulting Group LLC (Stephen Marotta)
- Investment Banker: Imperial Capital LLC (Robert Warshauer)
- Real Estate Advisor: A&G Realty Partners LLC (Andrew Graiser)
- Liquidators: Hilco Merchant Resources LLC & Gordon Brothers Retail Partners LLC
- Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name above for free docket access)
Other Parties in Interest:
- Agent to Senior Credit Facility: Wells Fargo Bank
  - Legal: Otterbourg P.C. (Daniel Fiorillo)
- CIII Holdings LLC
  - Legal: Nastasi Partners PLLC (Ancela R. Nastasi, Marshall E. Tracht, Moshie Solomon, William S. Katchen, Andrew Gottesman) & (local) Morris Nichols Arsht & Tunnell LLP (Robert Dehney, Curtis Miller)

Updated 9/18/17

New Chapter 11 Filing - Gordmans Stores Inc.

March 13, 2017 by PETITION in Chapter11

Gordmans Stores Inc.

3/13/17 Recap: Clearly Warren Buffett doesn't own this dog. The Omaha, NE-based publicly-traded (GMAN) specialty retailer (apparel and home fashions) with 72 stores in 16 states (according to PE sponsor Sun Capital Partners) or 106 stores in 22 states (according to the company) filed bankruptcy to continue the 5-month long evisceration of Sun Capital Partners' retail portfolio. Oh, and liquidate. Choice quote: "It is likely that other retailers may commence chapter 11 cases in the near term, as retail is set to replace the troubled oil and gas industry as the most distressed sector this year." Just in case anyone is scratching their heads as to how this liquidation could possibly be happening, note that e-commerce made up less than 1-percent of the Company's sales. This REALLY begs the question: what value was Sun Capital Partners bringing to the table? Do they not have operating partners? Sheesh.
Jurisdiction: D. of Nebraska
Capital Structure: $68.75mm RCF (Wells Fargo) + $31.25mm RCF (PNC Bank NA) of which $29mm in total outstanding, $30mm TL (Wells Fargo - $15mm, Pathlight - $7.5mm & Gordon Brothers Finance - $7.5mm)($27.9mm outstanding).
Company Professionals:
- Legal: Kirkland & Ellis LLP (Jayme Sprayragen, Patrick Nash, Brad Weiland, Jamie Netznik, Alexandra Schwarzman) & Kutak Rock LLP (Lisa Peters, Jeffrey Wegner)
- Financial Advisor: Clear Thinking Group LLC (Joseph Marchese)
- Investment Banker: Duff & Phelps Securities LLC (Joshua Benn)
- Proposed Stalking Horse Liquidators: Tiger Capital Group LLC & Great American Group LLC
- Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
Other Parties in Interest:
- Wells Fargo Bank, NA
  - Legal: Riemer & Braunstein LLP (Donald Rothman, Steven Fox) & Greenberg Traurig LLP (Jeff Wolf) & (local) Croker Huck Kasher DeWitt Anderson & Gonderinger LLP (Robert, Gonderinger, David Skalka)
- Sponsor: Sun Capital Partners
  - Legal: Morgan Lewis & Bockius LLP (Neil Herman)
- Potential Bidder: Hilco Merchant Resources LLC & Gordon Brothers Retail Partners LLC
  - Legal: Paul Hastings LLP (Chris Dickerson, Matthew Murphy, Marc Carmel) & (local) Telpner Peterson Law Firm LLP (Charles Smith, Nicole Hughes)
- Official Committee of Unsecured Creditors
  - Legal: Frost Brown Todd LLC (Ronald Gold, Douglas Lutz, Adam J. (A.J.) Webb) & (local) Koley Jessen PC (Brian Koenig)
  - Financial Advisor: Province Inc. (Paul Huygens)

Updated 4/14/17

New Chapter 11 Filing - Gander Mountain Company

March 10, 2017 by PETITION in Chapter11

Gander Mountain Company

3/10/17 Recap: Preppers alert! The Minneapolis-based outdoor retailer that specializes in guns guns and more guns has run out of "dry powder" (score!) and finds itself in chapter 11. This comes around the same time that the Cabela's/Bass merger looks to be hanging by a thread. Tough time for outdoor retail. On the brightside, folks who are so scared by the recent election can now get a break on MREs and other survival gear as they go off-grid or to Canada. So, there's that.
5/3/17 Update: The company has sold to Camping World Inc. and, attendant to the sale, entered into an agency agreement with a JV of liquidating firms noted below to handle the assets left out of the sale.
Jurisdiction: D. of Minnesota
Capital Structure: $390mm ABL (Wells Fargo Bank NA) & $35mm TL (Pathlight Capital LLC) debt
Company Professionals:
- Legal: Fredrikson & Byron PA (Ryan Murphy, Clinton Cutler, Cynthia Moyer, James Brand, Sarah Olson, Steven Kinsella)
- Financial Advisor: Lighthouse Management Group (Timothy Becker, James Bartholomew)
- Investment Banker: Houlihan Lokey Capital Inc. (Stephen Spencer)
- Real Estate Advisor: Hilco Real Estate LLC (Ryan Lawlor)
- Liquidators: Tiger Capital Group LLC (Dan Kane, Michael McGrail), Great American Group LLC (Scott Carpenter, Alan Forman), Gordon Brothers Retail Partners LLC (Mackenzie Shea), Hilco Merchant Resources LLC (Ian Fredricks)
  - Legal for Liquidators: Wachtell Lipton Rosen & Katz (Scott Charles, Neil Snyder) & Riemer & Braunstein LLP (Steven Fox)
- Claims Agent: Donlin Recano (*click on the company above for free docket)
Other Parties in Interest:
- Prepetition ABL & DIP Lender: Wells Fargo Bank NA
  - Legal: Choate Hall & Stewart LLP (Sean Monahan, Kevin Simard)
- Term Loan Agent: Pathlight Capital LLC
  - Legal: Morgan Lewis & Bockius LLP (Mark Silva, Julia Frost-Davis, Amelia Joiner)
- Official Committee of Unsecured Creditors
  - Legal: Lowenstein Sandler LLP (Jeffrey Cohen, Keara Waldron, Barry Bazian) & (local) Barnes & Thornburg LLP (Connie Lahn, Peter Clark, Christopher Knapp, Roger Maldonado)
  - Financial Advisor: FTI Consulting LLC (Steven Simms, Dewey Imhoff, Matt Diaz, Timothy Gaines, Jessica Jedynak, Clement Chiun)
- Buyer: Camping World Inc.
  - Legal: Latham & Watkins LLP (Zachary Judd, Caroline Reckler, Matthew Warren, Jason Gott)

Updated 5/3/17

New Chapter 11 Filing - hhgregg Inc.

March 07, 2017 by PETITION in Chapter11

hhgregg Inc.

3/6/17 Recap: Indianapolis-based (and formerly publicly-traded - HGGG) brick-and-mortar retailer of appliances, consumer electronics, home products (read: all things that millennials don't buy) FINALLY filed for bankruptcy after an endless barrage of negative news stories, including reports of 88 store closures. The company's distress - brought on by trends afflicting the retail space generally and repeated to death in each and every retail bankruptcy filing, e.g., declining mall traffic, onerous leases, etc., - was exacerbated by its credit card program with Synchrony Bank and the need to post letters of credit to collateralize Synchrony's acquired receivables ($3mm paid, another $14mm owed). Note: there's a commentary here about consumer lending. The filing is intended to enable the company to continue with store closing sales and potentially find a buyer for its remaining locations.
Jurisdiction: S.D. of Indiana
Capital Structure: $300mm '21 credit facility ($56mm out)(Wells Fargo)
Company Professionals:
- Legal: Morgan Lewis & Bockius LLP (Neil Herman, Rachel Jaffe Mauceri, Benjamin Cordiano, Katherine Lindsay, Matthew Ziegler, Michaela Dragalin) & (local) Ice Miller LLP (Jeffrey Hokanson, Sarah Fowler)
- Financial Advisor: Berkeley Research Group (Robert Duffy)
- Investment Banker: Stifel & Miller Buckfire & Co. (James Doak)
- Liquidators: Hilco Merchant Resources LLC (Ian Fredericks) and Gordon Brothers Retail Partners LLC (Michael Chartock)
  - Legal: Kirkland & Ellis LLP (Patrick Nash, Bradley Weiland, Timothy Bow)
- Real Estate Advisor: Hilco Real Estate LLC (Ryan Lawlor)
- Asset Disposition Advisor: Malfitano Advisors LLC (Joseph Malfitano)
- Claims Agent: Donlin Recano (*click on company name for free docket)
Other Parties in Interest:
- Agent for Prepetition Secured Lender & DIP Lender: Wells Fargo
  - Legal: Choate Hall & Stewart LLP (John Ventola, Sean Monahan, Jonathan Marshall) & Faegre Baker Daniels LLP (Jay Jaffe, Terry Hall)
- Official Committee of Unsecured Creditors
  - Legal: Cooley LLP (Cathy Hershcopf, Seth Van Aalten, Richelle Kalnit, Robert Winning, Melissa Boyd) & (local) Bingham Greenebaum Doll LLP (Whitney Mosby, Thomas Scherer, James Irving)
  - Financial Advisor: Province Inc. (Stilian Morrison)

Updated 4/3/17

New Chapter 11 Filing - Vanity Shop of Grand Forks Inc.

March 01, 2017 by PETITION in Chapter11

Vanity Shop of Grand Forks Inc.

3/1/17 Recap: As malls empty out across the country, the dominoes are starting to fall. If there is nothing but vacancy and tumbleweed around you, foot traffic will stall. If foot traffic stalls, revenue stalls. If revenues stall, landlords can't get paid. And if landlords can't get paid, well, say hello to the Grim Reaper. Okay, that's a little dramatic, but, to be fair, this does generally describe mall-based retail these days. And the latest chapter in this sad story is the liquidation of Vanity Shop's 137 stores - the affect of which in smaller geographies like North Dakota can't be underestimated (not to mention any ripple effect: 60% of the company's inventory came from US suppliers). In addition to the (now) regular laundry list of prior companies who have had a similar fate in the retail space, e.g., The Limited Brands, THIS was probably the most interesting disclosure in the company's filing: "The Debtor initially contemplated soliciting a bid from Hilco Merchant Resources, LLC (who has routinely performed inventory appraisals and liquidation analyses of Debtor's assets every six months) but was advised that Hilco is currently unavailable to take on another liquidation project at this time." (emphasis added). Now THAT is telling.
Jurisdiction: D. of North Dakota
Capital Structure: $4.3mm debt (Wells Fargo), $5mm subordinated debt
Company Professionals:
- Legal: Vogel Law (Jon Brakke, Caren Stanley)
- Liquidator: Tiger Capital Group LLC
  - Legal: Cohen Tauber Spievack & Wagner PC (Robert Boghosian)
- Claims Agent: KCC (*click on company name for docket)
Other Parties in Interest:
- Wells Fargo
  - Legal: Riemer Braunstein LLP (Donald Rothman, Alexander Rheaume)
- Official Committee of Unsecured Creditors (Washington Prime Group Inc., GGP Limited Partnership, Simon Property Group Inc.)
  - Legal: Fox Rothschild LLP (Mette Kurth, Paul Labov, Ellie Barragry, L. John Bird)
  - Financial Advisor: BGA Management LLC (Michael Knight)

Updated 4/27/17

New Chapter 11 Filing - Michigan Sporting Goods Distributors Inc.

February 14, 2017 by PETITION in Chapter11

Michigan Sporting Goods Distributors, Inc.

2/14/17 Recap: Happy Valentine's Day, honey, your favorite midwestern sporting goods store is going out of business and I picked up some sweet Nike kicks for you at (an alleged) 60% off. Great for you. Great for me. Not so great for the 1300 employees, Nike (who is owed $3.8mm), Under Armour (owed $2.4mm), and the company CEO who owns 86% of the equity. Berkeley Research Group is at the helm of another liquidation: never before has a single firm's use of "tombstones" been so literal.
Jurisdiction: W.D. of Michigan
Capital Structure: $49.4mm funded secured ABL debt (Wells Fargo)
Company Professionals:
- Legal: Warner Norcross & Judd LLP (Stephen Grow, R. Michael Azzi)
- Financial Advisor: Berkeley Research Group LLC (Steve Coulombe)
- Investment Banker: Stout Risius Ross Advisors LLC (Michael Krakovsky)
- Liquidators: Tiger Capital Group LLC and Great American Group LLC
- Intellectual Property Disposition Consultant: Hilco IP Services LLC (Gabriel Fried)
- Real Estate Advisors: A&G Realty Partners LLC (Michael Jerbich)
  - Legal: Wachtell Lipton Rosen & Katz (Neil Snyder) & (local) Dickinson Wright PLLC (Allison Bach)
- Claims Agent: Rust Consulting/Omni Bankruptcy (*click company name above for docket)
Other Parties in Interest:
- Wells Fargo NA
  - Choate Hall & Stewart LLP (Jonathan Marshall, Katherine Reynolds, Kevin Simard) & (local) Bodman PLC (Mark Bakst)
- Official Committee of Unsecured Creditors
  - Legal: Cooley LLP (Cathy Herschkopf, Seth Van Aalten, Robert Winning, Evan Lazerowitz)
- Phoenix Capital Management Co.
  - Legal: Sugar Felsenthal Grais & Hammer LLP (S. Jason Teele, Nicole Stefanelli)

Updated 4/2/17

New Chapter 11 Filing - United Road Towing Inc.

February 06, 2017 by PETITION in Chapter11

United Road Towing Inc.

2/6/17 Recap: These bada$$ strapping towing lads fought the law and the law won. Meaning: a $5mm judgment was rendered against the Illinois-based company for purportedly charging excessive fees and now the company has less money, mo' problems. The company filed chapter 11 to obtain cover under the automatic stay (and avoid enforcement of the judgment) and sell the company. No stalking horse bidder, however, is in tow (see what we did there?). First lien lender Wells Fargo is providing a $32.25mm DIP to fund the case.
Jurisdiction: D. of Delaware
Capital Structure: $32.3mm first lien credit facility ($13.8mm out - Wells Fargo) & $17mm second lien credit facility ($19.4 claim - Medley Capital)
Company Professionals:
- Legal: Winston & Strawn LLP (Daniel McGuire, Grace D'Arcy, Carrie Hardman) & (local) Young Conaway Stargatt & Taylor LLP (M. Blake Cleary, Ryan Bartley, Andrew Magaziner)
- Financial Advisor: Getzler Henrich & Associates LLC
- Investment Banker: SSG Advisors LLC
- Claims Agent: Rust Consulting/Omni Bankruptcy LLC (*click on company name for docket)
Other Parties in Interest:
- ABL/DIP Agent: Wells Fargo NA
  - Legal: Riemer & Brownstein LLP (Steven Fox) & (local) Ashby & Geddes (Gregory Taylor)
- Medley Capital Corporation
  - Legal: Greenberg Traurig LLP (Maria DiConza, Dennis Meloro)
- Official Committee of Unsecured Creditors
  - Legal: Pachulski Stang Ziehl & Jones LLP
  - Financial Advisor: Gavin/Solmonese LLC

Updated 2/16/17

New Chapter 11 Bankruptcy Filing - Memorial Production Partners LP

January 17, 2017 by PETITION in Chapter11

Memorial Production Partners LP

1/17/17 Recap: Utah-based oil and gas MLP filed bankruptcy to deleverage its balance sheet and swap out the entirety of its senior unsecured notes for equity. Shareholders set to receive a tip.
Jurisdiction: S.D. of Texas
Capital Structure: $700mm funded RCF (Wells Fargo), $646mm '21 7.625% senior unsecured notes, $465mm '22 6.875% senior unsecured notes (Wilmington Trust)
Company Professionals:
- Legal: Weil (Gary Holtzer, Alfredo Perez, Joseph Smolinsky, Edward Soto, Gabriel Morgan, Scott Bowling)
- Financial Advisor: AlixPartners LLC (John Castellano)
- Investment Banker: Perella Weinberg Partners
- Claims Agent: Rust Bankruptcy/Omni Consulting (*click on company name for docket)
Other Parties in Interest:
- Ad Hoc Group of Noteholders (Trust Asset Management, Brigade Capital Management, Citadel, Fir Tree Partners)
  - Legal: Davis Polk & Wardwell LLP (Brian Resnick, Angela Libby)
  - Financial Advisor: Miller Buckfire & Co., LLC
- Wells Fargo
  - Legal: Linklaters LLP (Margot Schonholtz, Penelope Jensen, Christopher Hunker) & (local) Vinson & Elkins LLP (Paul E. Heath, Bradley Foxman)
- Wilmington Trust
  - Legal: Stroock Stroock & Lavan LLP (Erez Gilad)

Updated 1/21/17

New Filing - Erickson Inc.

November 10, 2016 by PETITION in Chapter11

Erickson Inc.
11/08/16 Recap: Portland-based aviation services company with ties to the oil and gas and defense industries files for bankruptcy to delever balance sheet pursuant to a prenegotiated bankruptcy agreement with its lenders. The Company seeks a $180mm DIP credit facility (with $60mm of new money) to fund operations over the course of the restructuring.
Jurisdiction: N.D. of Texas
Capital Structure: $140mm RCF (Wells Fargo), $355mm '20 senior secured notes (Wilmington Trust)
Company Professionals:
- Legal: Haynes & Boone LLP (Ian Peck, Kenric Kattner, Kourtney Lyda, Eli Columbus, Arsalan Muhammed)
- Financial Advisor: Alvarez & Marsal LLC (Darrick Martin, Holden Bixler)
- Investment Banker: Imperial Capital (Chris Shepard)
- Claims Agent: KCC (*click on company name for docket)
Other Parties in Interest:
- Ad Hoc Group of Senior Secured Noteholders
  - Legal: Akin Gump (Scott Alberino, Brad Kahn, Marty Brimmage)
  - Investment Banker: Houlihan (Matthew Neiman, Andrew Morrow, Geoffrey Coutts)
- DIP Revolving Agent and ABL Agent (Wells Fargo)
  - Legal: Goldberg Kohn Ltd. (Randall Klein) & (local) K&L Gates LLP (David Weitman)
- DIP Lenders: (Wayzata Investment Partners and MHR)
- Wilmington Trust
  - Legal: Seyfarth Shaw LLP (Christopher Harney, Bret Harper)

Updated 12/30/16