TP RemainCo, LLC and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a Plan of Liquidation and a Disclosure Statement on July 9, 2020.
The Ad Hoc Group agreed to provide debtor-in-possession financing, enable the Debtors to fund such cases and to conduct a competitive sale and auction process to market the Debtors’ assets and ensure the value of such assets are maximized. This was the only debtor-in-possession financing available to the Debtors in the marketplace. Miller Buckfire had engaged in significant marketing of the proposed DIP financing among potential lenders. Without such financing, the Debtors would have been unable to continue as a going concern, with the inevitable result of jobs lost, plants closed, and losses in value for all the Debtors’ stakeholders.
The Ad Hoc Group made a stalking horse bid of at least $105 million to purchase the Company’s international operations and the Debtors’ three remaining manufacturing facilities still in operation in the United States. In late April, Miller Buckfire would commence a marketing process with respect to the assets subject to the proposed sale by the Ad Hoc Group. The presence of a stalking horse bid ensured that a sale transaction would be consummated for the Debtors’ assets which provided a path forward for continuing the Debtors’ business as a going concern, preserved jobs and maximized the value of the Debtors’ estates, while enabling a competitive sale process to proceed.
In contemplation of a chapter 11 filing and the sale process, the Prepetition ABL Agent on behalf of the Prepetition ABL Lenders agreed to provide additional DIP financing in conjunction with the DIP Term Facility provided by the Ad Hoc Group, subject to the same priority scheme as pertains to the Prepetition Notes and Interim Financing Obligations, on the one hand, and the Prepetition ABL Obligations, on the other hand.
An auction scheduled for June 4, 2020 was postponed to June 9, 2020. At the conclusion of the auction, the Debtors designated Revere Plastics Systems, LLC, as the successful bidder and its bid to be the successful bid. The Successful Bid by Revere contemplated the purchase of the Non-Designated Assets for the purchase price of $2,126,500 in cash.
As of June 19, 2020, the Debtors had sold substantially all of their assets. As such, they commenced a wind down of their operations. Among other things, this entails the rejection of various executory contracts and unexpired leases and disposition of any remaining property. The pursuit of a chapter 11 plan of liquidation is a component of the wind down process and enables the Committee Settlement to be implemented, and distributions made to creditors.
General Unsecured Claims are classified as Class 4 of the Plan. Class 4 Claims are impaired and are entitled to vote to accept or reject the Plan. All holders of Allowed General Unsecured Claims shall receive their Pro Rata share of the GUC Beneficial Interests in the Liquidating Trust and receive Liquidating Trust Distributions.
On the Effective Date, all Equity Interests in TP RemainCo shall be deemed cancelled and extinguished. The holders of Equity Interests will not receive any Liquidating Trust Distribution or any other distribution under the Plan, or be entitled to retain any property or interest in property, on account of such Equity Interests. Holders of Equity Interests shall not be required to surrender their certificates or other instruments evidencing ownership of such Equity Interests.
A full-text copy of the Disclosure Statement dated July 9, 2020, is available at https://tinyurl.com/y8az5r6m from PacerMonitor at no charge.
Counsel to Debtors:
Jeffrey M. Schlerf
Carl D. Neff
Daniel B. Thompson
FOX ROTHSCHILD LLP
Citizens Bank Center
919 North Market Street, Suite 300
Wilmington, Delaware 19801
Telephone: (302) 654-7444
David M. Turetsky
Andrew T. Zatz
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 819-8200
Fan B. He
Robbie T. Boone Jr.
WHITE & CASE LLP
200 S Biscayne Blvd
Miami, FL 33131
Tel: (305) 371-2700
About Techniplas LLC
Techniplas, LLC, headquartered in Nashotah, Wisconsin USA, is a privately held producer of technical plastic components for the automotive, transportation and electrical industry. Techniplas is specialized in thermoplastic and thermo-set molding and has expertise in metal-to-plastic conversion, light weighting and tool design. Techniplas employed about 2,357 employees in its operations as of December 2018 and generated revenue of $529 million in 2018.
As of December 2020, Techniplas had total assets worth $258.6 million and liabilities worth $331 million, according to court filing.
Techniplas, LLC, and its affiliates sought Chapter 11 protection (D. Del. Lead Case No. 20-11049) on May 6, 2020. The Debtors were estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing.
The Debtors tapped WHITE & CASE LLP as counsel; FOX ROTHSCHILD LLP as restructuring counsel; MILLER BUCKFIRE & CO., LLC as investment banker; FTI CONSULTING, INC., as restructuring advisor; and EPIQ CORPORATE RESTRUCTURING, LLC, as claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Techniplas, LLC and its affiliates. Potter Anderson & Corroon LLP, and Akin Gump Strauss Hauer & Feld LLP, as co-counsel; Berkeley Research Group, LLC, as financial advisor.
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Techniplas, LLC, et al., were renamed to TP Remainco, et al., following a sale of the assets. As of June 19, 2020, the Debtors had sold substantially all of their assets. As such, they commenced a wind down of their operations.