Chapter 11 Bankruptcy Filing - Aerosoles International Inc.

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Aerosoles International Inc.

  • 9/15/17 Recap: Remember that once-popular trope that footwear was impervious to Amazon and e-commerce? People want to go to stores to try on shoes, we've been told. Lost in that, however, is that free returns make it THAT much easier to try/err with sizing via delivery. And, so, not-so-shockingly, another private equity (Palladin Partners LP) owned specialty retailer is in bankruptcy court. The New Jersey based company has "approximately 78 stores" (PETITION Note: how does it not know the exact number?) in the United States that cater towards providing women with "feel good" footwear. The stores are located in malls, lifestyle centers, street locations and outlet centers. This 78-count footprint is down dramatically: the company has already reduced its store count by over 30 stores in the last year or so. The company also generates revenue through its (i) direct e-commerce business (which, seemingly, is fairly well built out with 1.4mm visitors a month...note, pretty good sales right now!), (ii) wholesale business, (iii) "first cost business" (which sounds like a middleman situation where the company aids other companies in the design and production of their own separately branded footwear, and (iv) international licensing. The company blames a highly competitive women's footwear market, a large sourcing disruption (to the tune of $4mm of lost EBITDA), shifting trends from bricks to clicks and other operationally-specific reasons for the chapter 11 filing. Like what? Glad you asked. First, the company had a hard time servicing its debt while also making the significant cash outlays needed to inventory-up for the critical spring and fall seasons. Second, the company - in a showing of REALLY FRIKKEN HORRIBLE TIMING - expanded its retail store footprint considerably in 2012 and 2013, subjecting itself to onerous leases in the process. Third, the company lost its Asian sourcing agent in spring 2016 and has subsequently had difficulty restoring lost customer confidence and maintaining order load. MAGA! And so now what? Ready for this shocker? The company intends to refocus its efforts towards the non-brick-and-mortar aspects of its business. Remember those "approximately 78" stores we noted above? Well, the company is saying "PEACE" to 74 of them in bankruptcy. Finally, the company intends to use the bankruptcy process to find a buyer for the company (and its new business plan). 
  • Jurisdiction: D. of Delaware 
  • Capital Structure: $72.3mm of total debt. $22.9mm ABL (Wells Fargo Bank NA), $19.7mm TL (THL Corporate Finance Inc.), $19.1mm senior notes, $8.9mm sub notes, and $1.7mm sub loan. 
  • Company Professionals:
    • Legal: Ropes & Gray LLP (Gregg Galardi, Mark Somerstein, William Alex McGee) & Bayard PA (Scott Cousins, Erin Fay, Gregory Flasser)
    • Financial Advisor: Berkeley Research Group LLC (Mark Weinsten)
    • Investment Banker: Piper Jaffray & Co.
    • Liquidation Agent: Hilco Merchant Resources LLC 
    • Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • ABL Agent: Wells Fargo Bank NA
      • Legal: Choate Hall & Stewart LLP (Kevin Simard, Jonathan Marshall) & (local) Womble Carlyle Sandridge & Rice LLP (Mark Desgrosseilliers, Matthew Ward)
    • TL Agent: THL Corporate Finance Inc.
      • Legal: Paul Hastings LLP (Matthew Murphy) & Young Conaway Stargatt & Taylor LLP (M. Blake Cleary)
    • Prepetition Senior Noteholders & Subordinated Noteholders (ORIX Funds Corp., Palladin Partners LP)
      • Legal: Weil Gotshal & Manges LLP (Jacqueline Marcus) & (local) Richards Layton & Finger PA (Mark Collins, Paul Heath, Joseph Barsalona II)
    • Official Committee of Unsecured Creditors (ICB Asia Co. Ltd., Rival Shoe Design Ltd., Moveon Componentes E Calcado SA, Simon Property Group, GGP Limited Partnership)
      • Legal: Cooley LLP (Michael Klein, Sarah Carnes) & (local) Gellert Scali Busenkell & Brown LLC (Michael Busenkell, Ronald Gellert, Shannon Dougherty Humiston)

Updated 10/5/17 11:17 am CT 

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

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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 - BCBG Max Azaria Global Holdings LLC

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BCBG Max Azaria Global Holdings LLC

  • 3/1/17 Recap: Fashion powerhouse founded in 1989 filed for bankruptcy yesterday with a plan to optimize optionality: within the next six months, the company will dual track a potential debt-for-equity transaction (its second in 2 years) and a sales process to allow the business to continue as a going concern. This process comes on the heels of an operational restructuring which dramatically decreased the company’s brick-and-mortar footprint, with ~120 of ~550 stores already closed and attendant headcount reductions initiated. This is another sad retail story: macro retail headwinds (read: Amazon and decreased brand loyalty), too much debt, poor wholesale and IP licensing strategies, and too much unjustifiable stateside and global growth. Make no mistake: Amazon is a big story in all of this recent retail bloodshed but these bankruptcies wouldn’t be happening if that story wasn’t compounded by tunnel vision and poor strategy - here, marked, notably, by no recognizable online presence. Now, the restructuring professionals are going to earn their keep, devising a fast-track multi-tier process to try and keep this thing out of the liquidation bin. On an aside, we'd like to point out that, again, Simon Property Group and GGP Limited Partnership have made notices of appearances in this case so anyone who says that the A Mall operators are unharmed by the recent bloodbath in retail is smoking crack. Footnote: neither Twitter nor Sears can catch a break; they are both owed hundreds of thousands of dollars.
  • Jurisdiction: S.D. of New York
  • Capital Structure: ~$460mm debt. $82mm ABL Facility (Bank of America), $35mm TL Tranche A, $4.2mm TL Tranche A-1, $48.5mm Term Loan Tranche A-2, $0 (undrawn) Term Loan Tranche A-3, $289.4mm Term Loan Tranche B (Guggenheim Corporate Funding LLC).     
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (Jayme Sprayragen, Christopher Marcus, Joshua Sussberg, Benjamin Rhode, John Luze)
    • Financial Advisor: AlixPartners LLC (Holly Feder Etlin, Deborah Reiger-Paganis)
    • Investment Banker: Jefferies LLC (Jeffrey Finger)
    • Liquidators: Hilco Merchant Resources LLC & Gordon Brothers Retail Partners LLC
      • Legal: Malfitano Partners (Joseph Malfitano)
    • Claims Agent: Donlin Recano (*click on company name for docket)
  • Other Parties in Interest:
    • Bank of America (as ABL DIP Agent and Prepetition ABL Agent)
      • Legal: Morgan Lewis & Bockius LLP (Julia Frost-Davies, Christopher Carter, Robert Barry, Matthew Ziegler)
    • Guggenheim Corporate Funding LLC (as TL DIP Agent and Prepetition Tranche B TL Lenders)
      • Legal: Weil (Matthew Barr)
    • Allerton Funding LLC
      • Legal: Winston & Strawn LLP (Daniel McGuire, Gregory Gartland)
    • Silvereed (Hong Kong) Limited
      • Legal: Kramer Levin Naftalis & Frankel LLP (Robert Schmidt, Jonathan Wagner)
    • Official Committee of Unsecured Creditors (GGP Inc. & Simon Property Group)
      • Legal: Pachulski Stang Ziehl & Jones LLP (Robert Feinstein, Bradford Sandler, Jeffrey Pomerantz, Maria Bove)
      • Financial Advisor: Zolfo Cooper LLC

Updated 3/28/17

New Chapter 11 Bankruptcy Filing - Limited Stores Company LLC

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Limited Stores Company LLC

  • 1/17/17 Recap: Sun Capital owned multi-channel retailer with 250 locations (down from a peak of 750) filed for bankruptcy to continue its Hilco-assisted liquidation and sell its IP and e-commerce channel for a proposed ~$25.5mm sum to Sycamore Partners. Looks like some "A Malls" owned by Simon Property Group and GGP Limited Partnership just got nicked.  
  • Jurisdiction: D. of Delaware
  • Capital Structure: $50mm RCF (unfunded, BofA), $13.4 TL (Cerberus Business Finance LLC)   
  • Company Professionals:
    • Legal: Klehr Harrison Harvey Branzburg LLP (Domenic Pacitti, Michael Yurkewicz)
    • Financial Advisor: RAS Management Advisors LLC (Timothy Boates)
    • Investment Banker: Guggenheim Securities LLC (Durc Savini, Ryan Mash, Michael Gottlieb, Ben Loveland, Justin Kundrat, Grace Dai)
    • Sponsor: Sun Capital Partners Inc.
    • Claims Agent: Donlin Recano (*click on company name for docket)
  • Other Parties in Interest:
    • Cerberus Business Finance LLC
      • Legal: Klee Tuchin Bogdanoff & Stern LLP (Michael Tuchin, David Fidler, Jonathan Weiss)
    • Sycamore Partners
      • Legal: Kirkland & Ellis LLP (James Stempel)
    • TradeGlobal LLC
      • Legal: Squire Patton Boggs (US) LLP (Elliot Smith) & (local) Polsinelli PC (Christopher Ward)
    • Official Committee of Unsecured Creditors
      • Legal: Kelley Drye & Warren LLP (Jason Adams, James Carr, James Shickich, Kristin Elliott) & Pachulski Stang Ziehl & Jones LLP (Bradford Sandler, James O'Neill)
      • Financial Advisor: CBIZ Accounting Tax and Advisory of New York (Esther DuVal)

Updated 3/30/17