The Relay Company (f/k/a The Rockport Company) – Files Combined Plan and Disclosure Statement, Confirmation Hearing Scheduled for November 19, 2018

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October 16, 2018 – The Relay Company (f/k/a The Rockport Company) filed a Combined Plan and Disclosure Statement [Docket No. 554] and a related blackline which notes changes from the version filed on September 21, 2018  Docket No. 555]. The Disclosure Statement notes, “This Combined Plan and Disclosure Statement contemplates the creation of a Liquidating Trust from which, under the terms of this Combined Plan and Disclosure Statement and the Liquidating Trust Agreement, Distributions shall be made for the benefit of Holders of Allowed Claims against the U.S. Debtors. The Combined Plan and Disclosure Statement also contemplates the establishment of the Rockport Canada Fund from which, under the terms of this Combined Plan and Disclosure Statement and the Rockport Canada Plan Administrator Agreement, Distributions shall be made for the benefit of Holders of Allowed Claims against Rockport Canada….’Additional Prepetition Notes’ means those certain Senior Secured Notes Due 2022 issued in the aggregate principal amount of $40,573,966.05 pursuant to the Prepetition Note Purchase Agreement….The Final DIP Order Supplement provided, among other things, that 

(1) following consummation of the Sale, the Wind-Down Reserve would be established; 
(2) any plan of liquidation would establish a Liquidating Trust for the benefit of General Unsecured Creditors vested with the Liquidating Trust Assets; 
(3) the budget for the Creditors’ Committee Professionals prior to the Closing Date would be increased to $750,000; 
(4) the Prepetition Noteholders would waive a distribution under the Liquidating Trust on account of any deficiency claim provided that the aggregate distributions by the Liquidating Trust to General Unsecured Creditors is less than the Threshold Distribution Amount ($2,000,000); 
(5) the Creditors’ Committee would agree to support the allocation of 18.4% of the Prepetition ABL Obligations to Rockport Canada; and 
(6) the Creditors’ Committee would agree to support a plan that included broad releases in favor of the Prepetition Noteholders and related parties.

As of the date of this Combined Plan and Disclosure Statement, the Debtors note the following regarding the reconciliation of Claims: (i) $2,797,898.41 of Administrative Expense Claims have been filed against the U.S. Debtors and the Debtors estimate that $25,818.75 are Allowed Administrative Expense Claims; (ii) $333,441.28 of Priority Claims have been filed against the U.S. Debtors and the Debtors estimate that $64,485.09 are Allowed Priority Claims; and (iii) $126,028.16 of 503(b)(9) Claims have been filed against the U.S. Debtors and the Debtors estimate that $115,935.74 are Allowed 503(b)(9) Claims.” 

The following is a summary of claims, classes, voting rights and projected recoveries:

  • Class 1(a) (“Other Secured Claims against U.S. Debtors”) is deemed unimpaired and deemed to accept. Expected recovery is 100%.
  • Class 1(b) (“Other Secured Claims against Rockport Canada”) is deemed unimpaired and deemed to accept. Expected recovery is 100%.
  • Class 2 (“Prepetition Note Secured Claims against U.S. Debtors”) is deemed impaired and entitled to vote and expected recovery is 26% – 28%.
  • Class 3(a) (“Other Priority Claims against U.S. Debtors”) is deemed unimpaired and deemed to accept. Expected recovery is 100%.
  • Class 3(b) (“Other Priority Claims against Rockport Canada”) is deemed unimpaired and deemed to accept. Expected recovery is 100%.
  • Class 4(a) (“General Unsecured Claims against U.S. Debtors”) is deemed impaired and entitled to vote. Expected recovery is 0-2%.
  • Class 4(b) (“General Unsecured Claims against Rockport Canada”) is deemed impaired and entitled to vote. Expected recovery is 68% -78%.
  • Class 5(a) (“Intercompany Claims against U.S. Debtors”) is deemed impaired and deemed to reject. Expected recovery is 0%.
  • Class 5(b) (“Intercompany Claims against Rockport Canada”) is deemed impaired and deemed to reject. Expected recovery is 0%.
  • Class 6(a) (“Equity Interests in U.S. Debtors”) is deemed impaired and deemed to reject. Expected recovery is 0%.
  • Class 6(b) (“Equity Interests in Rockport Canada”) is deemed impaired and deemed to reject. Expected recovery is 0%.
The Combined Plan and Disclosure Statement further attached the following exhibits:

  • Exhibit A: Pre-Sale Organizational Structure
  • Exhibit B: Post-Sale Organizational Structure
  • Exhibit C: Liquidation Analysis 
The Court subsequently approved the Combined Plan and Disclosure Statement on an Interim Basis [Docket No. 557].  The Combined Plan confirmation hearing is scheduled for November 28, 2018, with objections due by November 19, 2018. 

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