💥Pour One Out for RNDC💥
Also: Serta Simmons outs its losers & Lazard Inc. ($LAZ) reports earnings. Trajector Holdings LLC files.
💥New Chapter 11 Bankruptcy Filing - Republic National Distributing Company LLC💥
On July 26, 2026, Atlanta-based Republic National Distributing Company, LLC (“RNDC”) and seventeen affiliates (collectively, together with RNDC, the “debtors” and together with their non-debtor affiliates, the “company”) filed chapter 11 bankruptcy cases in the Southern District of Texas (Judge Lopez). Up until recently, the company was a conglomerate that owned and operated the US’s second largest alcohol beverage distributor and if you feel compelled to take a deep drive into the pre-Prohibition era founding of its constituent parts, you are in luck. AlixPartners LLP’s (“Alix”) John Castellano, the company’s CRO, provides a wealth of unnecessary (but still interesting!) info in his first day declaration, going all the way back to 1898.
The TL;DR version is that Newman Goldring, Chris Carlos, Al Davis, and Edward Block …
… got into or re-entered the liquor distribution biz post-Prohibition, grew their businesses over decades, and consolidated into one big happy family through the late ‘90s and ‘00s. The descendants of those long-gone farts still own the company today through New BG Distribution Partners, LLC (“NBG”) and NDC Partners, LLC (“NDC”), which, respectively, have a one-third and two-thirds stake in RNDC.
The company then grew from ‘07 to ‘23 through twelve+ acquisitions and partnerships, bringing its distribution skills to ~19 new states over the following years. At its peak, that generated ~$12b in annual revenue across a cumulative ~40 states and had 10k+ employees.
This is where the story catches up to modern times: COVID happened. Here’s Mr. Castellano with the specifics:
“Before the COVID-19 pandemic, the alcohol industry experienced a prolonged period of steady growth. As government shutdowns forced the closure of restaurants and bars in April 2020, Americans were confined to their homes and increasingly turned to retail stores to purchase alcohol for in-home consumption. Retail and online sales channels saw a corresponding boom, resulting in an approximate 35% increase in retail alcohol sales during the spring of 2020.[] Distributors like RNDC raced to meet this incredible surge in demand by stockpiling unprecedented levels of inventory. Given that retail customers have historically generated the vast majority of RNDC’s revenue, and because RNDC was one of the only distributors with an eCommerce sales channel, RNDC was able to fully capitalize on this historic demand.”
The pandemic waned, demand did too, and the company was left with too much inventory. The kicker? That inventory doesn’t appear to be going anywhere. Back to Mr. Castellano:
“Since 2022, fewer and fewer Americans have reported drinking alcohol; the percentage of adults in the United States that report themselves as regular consumers of alcohol is the lowest it has been in nearly 90 years.”
The US drinking rate is now ~54% because, among other things, the younger crowd seems to prefer CBD/THC — Johnny sure as sh*t does too — and the older ones are on Ozempic. The upshot of which is that the company is obligated to purchase more booze from its distillery, winery, and brewery suppliers than it can sell to its bar, restaurant, and retail customers.
Those same suppliers are taking a beating too, which, from late ‘22 to ‘25, resulted in the loss of suppliers accounting for $3b+ in annual revenue, including Sazerac, the minds, taste buds, and livers behind Buffalo Trace, Pappy Van Winkle, SoCo, and Blanton’s.
Then mishaps with acquisition partners, and just like that, the company wasn’t able to service its funded debt: ~$1.3b in 1L, ~$260mm in equity-owned 2L, ~$7mm in equipment loans, and $47.7mm in owner notes (PETITION Note: we didn’t include a chart on purpose; you’ll see why). In September and October ‘25, the debtors retained the aforementioned Alix, Kirkland & Ellis LLP (“K&E”), and Lazard Frères & Co. LLC (“Lazard”) to advise, who shook the magic eight ball to reveal the company’s fortunes:
Time for the independents. In November ‘25, Scott Vogel and Charles Piper received the call, followed by John Young, Jr. in December. Meanwhile, the debtors’ 1L lenders and agent — Wells Fargo Bank, N.A. (“Wells”), repped by Paul Hastings LLP — pushed for a 363 sale process.
Which the company didn’t want. Given the heavy regulatory overlay in the alcohol industry, as well as the lack of legal documentation prevalent in it,** it and its advisors didn’t think that would come together in a BK and the debtors would instead be forced to liquidate for pennies on the dollar. Letter-writing ensued,*** but in January ‘26, the company got its way; the lenders pumped in another $250mm to facilitate a sale of the debtors assets in seven, later increased to eleven, markets to Reyes Holdings, L.L.C. (“Reyes”), which closed, subject to an end of year transition services agreement, on May 29, 2026.
To close out other pending sales, including (i) those of Nebraska, North Dakota, and South Dakota to Quality Brands Distribution, LLC, (ii) its wine-searcher.com business, and (iii) JV interests in an Idaho op, the lenders put in another $74mm.
Anyway, the net proceeds brought down the 1L debt ~$1.1b to this petition date figure:
But the lenders still aren’t done. They’re going to toss in another $75mm in new money ($50mm interim) under a DIP to try to find buyers for the assets in ~18 other states and otherwise liquidate the estates, for which they will receive (i) an interim roll-up of the $66.3mm in delay draw term loans ☝️ and (ii) a final order roll-up of ~$108.7mm on the revolver.**** The DIP requires the debtors to (i) file a plan and disclosure statement within five business days, (ii) execute binding purchase agreements for a majority of the going concern sales within thirty days, and (iii) confirm a plan and go effective within, respectively, seventy and seventy-five days.
The plan will also address the 2L and owner notes, and attached to Mr. Castellano’s declaration is the proposed settlement. Under it:
📍One-thirds equity owner New BG Distribution Partners, LLC and its related parties (collectively, “NBG”) will (i) pay $10.25mm to the debtors directly, (ii) waive any claim for expense reimbursement in negotiating the settlement, (iii) waive deferred compensation claims, (iv) waive any right to recovery on their prepetition debt, and (v) agree to the contribution of claims against them to a GUC trust, provided it is covered by a debtor D&O policy.
📍Two-thirds equity owner NDC Partners, LLC and its related parties (collectively, “NDC”) will (i) pay $40mm to the debtors directly and (ii) otherwise agree to the same framework above.
Which, if you’re wondering the reason for the generosity, Mr. Castellano has that too:
“Since 2018, RNDC LLC …”
… which is a pass-through entity for tax purposes …
“… has made more than $700 million in tax distributions to its direct equityholders, New BG Partners and NDC Partners, in proportion to their ownership of RNDC LLC.”
The Goldring, Carlos, Davis, and Block families be clingin’ onto that bag and don’t want too much heat from the debtors’ GUCs, who are estimated to be owed ~$400mm.
While on the topic of decision-making, let’s go back to governance for a moment. All of the sales consummated to date were prepetition. Like within a handful of months. Obviously that could be problematic for Messrs. Vogel, Piper and John Young, Jr. They had a leading role in seeking out, approving, and closing the sales, and naturally, they will want a release under the plan too.
So. What’s a debtor to do?
Simple: add more governance. On June 25, 2026, Jill Frizzley got the call-up as the debtors’ fourth independent and sole member of an “additional special committee.” It’s tasked to look under the hood and … bless her peers’ prior decision-making, 🙄.
Whether that’s ever an issue is for another time. No doubt an official committee of unsecured creditors will have their own estate-funded peek too — at the prepetition sales prices and any assertable claims against the board members and equity.
The court held a ~1.33-hour long first day hearing on July 27, 2026, where the US trustee expressed new, negative feelings toward carveouts but was quickly overruled as all requested relief was granted. The second day hearing is scheduled for August 24, 2026 at 1pm CT.
The debtors are represented by K&E (Joshua Sussberg, Christopher Marcus, Maddison Levine, Joshua Raphael, Rachel Golden, Jennifer Davis) and Porter Hedges LLP (John Higgins, M. Shane Johnson, Megan Young-John, Joanna Caytas) as legal counsel, Alix (John Castellano) as financial advisor and CRO, and Lazard (Christian Tempke) as investment banker. The debtors’ independent managers are Scott Vogel, Charles Piper, John Young, Jr., and Jill Frizzley. Wells, as prepetiton and DIP agents, is represented by Paul Hastings LLP (Justin Rawlins, Geoffrey King, Lindsey Henrikson, Charles Persons) as legal counsel. One-third equity owner NBG is represented by Katten Muchin Rosenman LLP (Steven Reisman, Cindi Giglio, Rachel Riley, Stephen Rochester) as legal counsel, while two-thirds owner NDC is represented by Seward & Kissel LLP (John Ashmead, Robert Gayda, Thomas Hooper, Kwame Akuffo) as legal counsel.
*Namely, the debtors’ entry into CA and AZ was a disaster. In August ‘19, the company purchased a 50% stake in Young’s Market Company, LLC (“YMC”) from Young’s Holdings, Inc. (“YHI”) for $297mm, with respective put and call options for the other 50%. In August ‘22, YHI exercised the put, and the parties disputed the price. Ultimately, the company bought the other half of the equity for $422mm in November ‘22. Another dispute, relating to the termination of the Sazerac relationship, arose too, and to cut to the chase, the company paid YHI another $7.5mm to put it to bed.
**Suppliers and distributors seemingly operate on a handshake model.
***The dec attaches a well-written, January ‘26 letter from K&E to PH about the need for a DIP and the disastrous results that would befall the company if they pursued a wholly in-court transaction. Kudos to the writers.
****The DIP bears interest at SOFR + 8.50% and features a 3% closing fee, a 2% exit fee, and a $375k arranger fee.
💰How Are the Investment Banks Doing? (Lazard Edition)💰
Given Lazard Inc.’s ($LAZ)(“Lazard”) involvement in RNDC 👆, we figured we’d check in on our boys’ financial performance.
On Thursday, July 23, 2026, Lazard reported its Q2’26 results and they were … decidedly mixed. Featuring a top-line revenue beat, the firm sharply missed analysts’ EPS expectations mostly due to (i) an unusually high quarterly tax rate and (ii) bankers getting paid too damn much (or hiring … whatever). Well, also, financial advisory — that’s where our friends in RX sit — comped pretty poorly on a YOY basis (though, to be fair, LAZ lumps all financial advisory together so we have no way of measuring how RX fared on a sequential or YOY basis other than Head of Strategy and IR, William Murdock, saying that the group “…delivered strong results, achieving its best first-half performance in almost a decade.”).
In terms of highlights, the firm reported $786mm in adjusted net revenue (⬆️ 2% YOY) and GAAP net income of $5mm, a 91% YOY drop. Generally speaking financial advisory net revenue has followed an up/down/up/down/up pattern, like LAZ is strumming to some kinda sh*tty 311 track.* Meanwhile its asset management segment has been showing pretty strong growth. You can see for yourself here👇:
We would note that at least some of that there financial advisory revenue stems from the firm’s role advising Xerox Corporation ($XRX)** in connection with its IP joint venture transaction and associated new money financing from TPG Credit Solutions — something we wrote about here:***
But enough about that. We don’t really give a sh*t how much these guys are making or what the firm’s stock is doing … oh, by the way, it’s doing this …
… read: down 14% YTD as of July 28, 2026 … what we do care about is what they say about the future of RX activity.
Unfortunately, the answer is: not a heck of a whole lot. Asked about what level of momentum the RX group is seeing across different geographies, all CEO Peter Orszag had to say, in the bro-iest way imaginable, was that “[t]he restructuring team is flat out. Sorry, I should say restructuring and liability management since most of it’s liability management.” Illuminating, Peter, uber-f*cking “flat-out” illuminating.
Whatever. Get ready for more “another failed liability management exercise” entries in PETITION’s pages.
*Random, we know. There was a recent video of them playing in the NYC subway that, for whatever reason, got fed to Johnny’s social feed.
**The firm also highlighted several other roles, including:
“Lazard’s restructuring and liability management practice has been engaged in a broad range of mandates including debtor roles involving Deutsche Glasfaser, Republic National Distributing Company, Searles Valley Minerals, and Xerox Holdings, and creditor roles involving Dish, Gigaclear, Saks Global, and Trinseo.
In addition, Lazard is the preeminent financial advisor to governments and public sector entities across the world with recent mandates including the Government of Morocco, SriLankan Airlines, and the Government of Zambia.”
***As we subsequently discussed here, there ought to be some good follow-on work there too.
💥Serta Simmons: Another Failed Liability Management Exercise. Part IX.💥
On July 19, 2026 we noted …
… that the losers third-party defendants in the Serta Simmons Bedding LLC drama …
… were trying to perform a little bit of (literal) damage control and hide the hit they’d be taking from Judge Lopez’s decision. Specifically, the losers third-party defendants sought to keep the “apportionment schedule” under seal but the plaintiffs noted that they “…believe the Court should enter the Apportionment Schedule along with the Judgment on the public docket” — to which we said “[n]ame and shame, fellas, name and shame!”
We got our wish.
On July 20, 2026, the damages apportionment schedule hit the docket with the defendants named and damages and pre-judgement interest allocations delineated. In summary — and to finally close the book on this matter — the results are as follows:
Check in on your friends y’all.
💥New Chapter 11 Bankruptcy Filing - Trajector Holdings LLC💥
On July 23, 2026, Trajector Holdings LLC (“holdco”) and twenty-one affiliates (collectively, together with holdco, the “debtors”) filed chapter 11 bankruptcy cases in the Middle District of Florida (Judge Brown). Founded in ‘14 by James Hill, II, Gina Uribe, and Richard Blaser, the debtors attempt to help clients “… understand, access, and navigate …” the US’s convoluted benefits programs. Their two principal businesses focus on programs under the U.S. Department of Veterans Affairs (the “VA business”), where they help ensure vets “… have complete and credible medical evidence …” for their applications, and the Social Security Administration (the “SSA business”), where it’s typically more straightforward: eligibility verification, paperwork, filing claims, yada yada yada.
The debtors are in chapter 11 because Mr. Hill and Ms. Uribe — each of whom owns ~44.67% of the company — don’t play well in the sandbox any more. You see, the holdco LLC agreement gives Ms. Uribe decision-making authority over “… technical medical consulting operations …” and Mr. Hill gets it over everything else. A spat arose about the delineation, and while the debtors thought they worked it out in August ‘24 via an addendum, surprise, they didn’t. It arose anew in early ‘26. Which maybe would’ve been fine if the debtors weren’t preoccupied with refinancing a ~$62.9mm, Deutsche Bank AG New York Branch (“DBAG”)-agented facility. But they were, 😔.
Delaware litigation for clarification ensued in May ‘26, and yes, technically, the company and Mr. Hill carried the day, but lack of agreement with their lenders — as well as the filing of two putative class actions in ‘26 alleging the VA business, which isn’t accredited, unlawfully charges fees “… for assisting with the preparation, presentation, and prosecution of VA disability claims,”* — made that victory Pyrrhic.
So chapter 11 it is — good, LOL, to see Mr. Hill and Ms. Uribe could agree on that. To get that process underway, the court held the first day hearing on July 24, 2026, where it granted all requested relief, and scheduled the second day hearing for August 17, 2026 at 11am ET.
The debtors are represented by Berger Singerman LLP (Jordi Guso, Clay Roberts, Edward Peterson) as legal counsel and Michael Moecker & Associates (Mark Healy) as financial advisor and CRO. DBAG is represented by White & Case LLP (Andrew Zatz, Kristin Schultz, Clint Simkins) and Smith Hulsey & Busey (John Thomas, Allan Wulbern, Carli Frederick) as legal counsel. Mr. Hill and his related entities — Blackfin Capital, LLC and Turner Raymond & Associates LLC — are represented by Burr & Forman LLP (J. Ellsworth Summers Jr.) as legal counsel.
*The debtors dispute the class actions, arguing they only create medical evidence. Think that’s right? It probably doesn’t matter. Many states have enacted, or are enacting, legislation similar to the state law cited in the two pending suits, so the business is likely dead any which way you cut it.
📚Resources📚
There’s a lot of jittery market activity out there so you’ll have to forgive us for having market dysfunction on our minds. As you know, we’ve had a long-standing list of a$$-kicking resources on the topics of restructuring, tech, finance, investing, and disruption which, in case you forgot,💥you can find here💥. We do occasionally update it and this week you’ll now find a number of titles we’ve been dabbling in related to financial bubbles/crises. Take a look and read until your heart’s discontent.
📤 Notice📤
Amanda Rush (Partner) joined Kirkland & Ellis LLP from Jones Day.
Daniel Prieto (Partner) joined Kirkland & Ellis LLP from Jones Day.
Sean Davis (Partner) joined Baker Donelson from Winstead PC.
Stephanie Marshak (Partner) joined Simpson Thacher & Bartlett LLP from Wachtell Lipton Rosen & Katz LLP.
NOTE: do you have exciting news to share? Feel free to email us — especially if you’re a firm administrator — with any and all personnel news at petition@petition11.com.
💰New Opportunities💰
PETITION is looking for MBA and JD candidates to work with us as paid interns. This is primarily a research and writing position for up to 10-20 hours a week that will give awesome exposure to the worlds of distressed investing, bankruptcy and restructuring. Work is remote. If interested, email us your resume at petition@petition11.com with the subject line “Internship” and we’ll be happy to answer questions. Cheers.
We’re also seeking a freelance social media manager to give life to PETITION’s accounts on Instagram and potentially other platforms. The ideal candidate has experience managing social for a media brand or creator, is fluent in Canva and/or Illustrator, can adapt newsletter content into sharp, on-brand social posts (feed, stories, reels), and understands and enjoys financial storytelling. If you’re interested or know someone who could be a great fit, please send your/their portfolio, relevant social handles, and a short note about your/their availability to petition@petition11.com.