Customized Solutions. Superior Execution.
Western Reserve’s professionals have handled over 60 restructuring and bankruptcy assignments. We advise publicly- and privately-held businesses, debtors, creditors and other parties in connection with a variety of businesses that are over-leveraged, operationally distressed or otherwise undergoing a renewal process.
Specific restructuring and bankruptcy services include:
Complementing these capabilities is our extensive experience in mergers and acquisitions, capital raising and financial opinions and valuations. This superior combination of expertise enables us to assist our clients in identifying, analyzing and pursuing the best strategic option for our client’s role (debtor, creditor or other party), the setting (out of court, pre-packaged Chapter 11 case or full insolvency or reorganization case) and the end goals of the assignment (stand-alone reorganization, recapitalization or refinancing or sale).
Western Reserve acted as exclusive financial advisor to Dan T. Moore Company, Inc. in its acquisition of Delaware Machinery and Tool Company, Inc.
Dan T. Moore Company, Inc., founded in 1969 and based in Cleveland, Ohio, is an R&D and acquisition entity and business incubator focused on the industrial sector.
Delaware Machinery and Tool Company, Inc., founded in 1938 and based in Muncie, Indiana, is a leader in the full service design, engineering, manufacturing, testing and sampling of highly complex tools utilized to manufacture die cast components for the automotive, defense, medical and other industrial markets.
Delaware was placed into receivership by the Delaware County Circuit Court after defaulting with its senior lender. Western Reserve assisted Dan T. Moore Company in rapidly preparing a bid model and developing a bid strategy. Through numerous discussions with Delaware’s receiver, senior creditors and legal parties, Dan T. Moore Company was able to develop and present a detailed model to receive pre-approved financing and credibly bid on Delaware’s assets. At the December 2010 auction, Dan T. Moore Company topped the stalking horse bid and was declared the new owner of Delaware Machinery and Tool Company.
Western Reserve acted as exclusive financial advisor to the Bankruptcy Estate of Driggs Farms of Indiana, Inc. in its sale to Land-O-Sun Dairies LLC, a subsidiary of Dean Foods Company (NYSE: DF).
Founded in 1911 and based in Decatur, Indiana, Driggs was a leading private label manufacturer of ice cream and frozen novelties. The company manufactured its own Delicious®, El Premio® and Driggs Farms® labels, as well as private labels for national grocery retailers and distributors.
Western Reserve was retained as the company’s exclusive investment banker. After seeking numerous liquidity alternatives through a traditional sale process, Driggs Farms filed a motion to sell the business through a Section 363 asset sale to a stalking horse bidder, Fieldbrook Foods Corporation, which had entered into a definitive asset purchase agreement after negotiations led by Western Reserve.
In accordance with procedures approved by the bankruptcy court, Western Reserve solicited written offers from other prospective purchasers to “top” the stalking horse bid. Among the more than 60 potential buyers contacted, Dean Foods entered the auction process with Fieldbrook, and over the course of the September 2008 auction, the bid changed hands 35 times before Dean Foods emerged as the highest bidder. As a result, the primary secured creditor was paid in full, and other creditors of Driggs realized a significantly higher recovery than was originally expected.
Dean Foods is one of the nation’s leading food and beverage companies, producing a full line of dairy and soy products. At the time of the transaction, it operated more than 100 U.S. plants employing over 26,000 people.
Western Reserve acted as exclusive financial advisor to International Outsourcing Services, Inc. (“IOS”) in the sale of its coupon redemption operations to ProLogic Redemption Solutions, a portfolio company of Marlin Equity Partners.
IOS was one of the world’s largest coupon processing companies and remains a provider of outsourced data services to a variety of end markets. The company’s coupon division regularly processed more than one billion coupons annually for customers such as Food Lion, Kroger, SUPERVALU and Winn Dixie. IOS’ data services division provides data entry, forms processing, mail resolution and other back-office functions.
In March of 2007, a federal grand jury indicted IOS and 11 of its executives on 25 counts and $250 million worth of coupon fraud; subsequently, 23 of the largest consumer product companies, including Kellogg Co., Kraft Foods, General Mills, Johnson & Johnson and PepsiCo., filed a civil lawsuit against IOS for $150 million in damages. Western Reserve was hired by IOS’ board-appointed interim management company, FTI Palladium Partners, to sell the company’s coupon redemption operations.
Western Reserve worked in conjunction with FTI, IOS’ board of directors, the company’s five-member bank group and its indicted founding family to facilitate a complex multiparty transaction. ProLogic acquired IOS’ coupon redemption operations in June 2008. ProLogic was a newly-formed portfolio company of Marlin Equity, a private investment firm based in El Segundo, California focused on providing corporate parents, shareholders and other stakeholders with tailored solutions that meet their business and liquidity needs.
Western Reserve represented Signature Styles, LLC in its bankruptcy reorganization pursuant to Section 363 of the Bankruptcy Code. Based in New York, NY, Signature Styles is a direct-to-consumer marketer of women’s fashion apparel comprising three distinct brands: Spiegel, Newport News and Shape FX.
Signature Styles commenced a Chapter 11 bankruptcy case in June and filed a motion to sell the company to a stalking horse bidder, Artemiss, LLC. Artemiss had entered into an asset purchase agreement for aggregate consideration of the assumption of certain liabilities and obligations of the company. In its final form, Artemiss also paid cash consideration of $2.0 million to unsecured creditors.
In accordance with procedures approved by the bankruptcy court, written offers were solicited by Western Reserve from over 270 other prospective purchasers to “top” the stalking horse bid. Artemiss emerged from the process as the prevailing bidder, and its acquisition of Signature Styles was approved by the court on September 7, 2011.
Western Reserve acted as financial advisor to Island One, Inc. in its reorganization by Timeshare Acquisitions LLC.
Island One, based in Orlando, Florida, is one of the largest privately-held timeshare developers in the U.S. At the time of the transaction, the company had grown from a single site to an organization that had acquired, developed and re-developed nine properties in Florida and the U.S. Virgin Islands. Island One’s affiliate, Club Navigo, allowed customers to gain access to a larger network of 29 affiliate resorts.
Initially engaged in 2009, Western Reserve represented Island One in a pre-bankruptcy recapitalization process and eventually a Chapter 11 bankruptcy case. During bankruptcy, Western Reserve executed both a bankruptcy recapitalization process and a fee for service sale process, producing the chosen reorganization partner, Timeshare Acquisitions LLC. Timeshare Acquisitions LLC is a holding company owned and formed by a hedge fund to acquire the reorganized equity interest in Island One. Western Reserve collaborated with the existing creditors and the reorganization partner to develop an innovative solution that was satisfactory to the bankruptcy court. Island One retained operation of its eight resorts in Florida and divested of certain other inventory and assets, and the company’s executive team remained intact.
Deborah Linden, Board Co-Chair of Island One, said, “Western Reserve was instrumental in finding and maintaining the interest of a capital partner that understands the industry and can integrate and implement our growth strategy. For the past 20 months, the team has provided great service and advice, helping our company to arrive at the best possible outcome for all vested parties. We are now financially and structurally well-positioned to capitalize upon a very deliberate strategy for growth.”
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The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others. The testimonials are not paid and are not indicative of future performance or success.
Western Reserve acted as financial advisor to the Bankruptcy Estate of Schwab Industries, Inc. in the sale of its assets to Oldcastle Materials, Inc., a division of CRH plc (NYSE: CRH), and Resource Land Holdings, LLC (“RLH”).
Schwab was a leading producer, supplier and distributor of ready-mix concrete, concrete block, cement and related supplies to commercial, municipal and residential contractors in Northeast Ohio and Southwest Florida. Schwab’s ready-mix operations consisted of Medina Supply Company, Quality Block & Supply, Inc. and Twin Cities Concrete in Ohio and Schwab Ready-Mix, Inc. in Florida. The company’s assets also included Eastern Cement Corporation (“ECC”), a deep-water port on the gulf coast of Florida, and Schwab Materials, Inc. (“SMI”), an orange grove with significant identified limestone reserves in Fort Myers, Florida.
Schwab commenced a Chapter 11 bankruptcy case and filed a motion to sell the company to Cement Resources LLC, a newly formed holding company jointly owned by two private equity firms, Atlas Holdings LLC and GarMark Partners. Cement Resources emerged as the stalking horse bidder for all of Schwab’s assets and entered into a definitive asset purchase agreement with the company. In accordance with procedures approved by the bankruptcy court, Western Reserve solicited written offers from other prospective purchasers, including Oldcastle and RLH, to “top” the stalking horse bid. A live 363 auction was held and included eight different interested parties.
Over the course of the June 2010 auction, bids were solicited for some or all of the assets, and the leading bid changed hands several times among several different groups (including combinations of groups). Ultimately, Oldcastle emerged as the winning bidder of the Ohio and Florida ready-mix assets as well as ECC, and RLH emerged as the winning bidder of SMI.
Oldcastle is the leading vertically integrated supplier of aggregates, asphalt, ready mixed concrete and paving services with 1,400 locations nationwide. Oldcastle consists of strong, established companies who retain their identity while leveraging the technology, expertise and financial resources of the larger organization. RLH was founded in 1998 to invest in agricultural, timber and mining properties in the U.S. Through partnerships with local brokers, operators and entrepreneurs, RLH invests in properties across a broad range of resource-rich asset classes. To date, RLH has organized and managed two separately funded entities as well as four private equity funds.
Western Reserve Partners served as financial advisor to Creative Cabinet Systems, Inc. in the sale of certain assets to idX Corporation. The transaction was led by Managing Director David Dunstan, Director Charles Aquino and Vice President Andrew Male of the firm’s Business Services and Consumer group, who were supported by Analyst Alexander Trouten.
Founded in 1968, Dayton, Ohio-based Creative Cabinet Systems is a leading manufacturer of custom store fixtures and woodworking projects for national retailers. Products and services include fixtures composed of hardwood, veneer, laminate, metal and glass and a full suite of engineering capabilities including prototyping and national rollout programs.
Incorporated in 1999 and headquartered in St. Louis, Missouri, idX Corporation manufactures wood, metal, glass, laminate, veneer and acrylic store display fixtures. Products include kiosks, loose fixtures, retail counters, retail display fixtures and signage for the banking, financial, hospitality and point-of-purchase industries. idX operates through thirteen locations globally and is a portfolio company of Acon Investments.