7-23-09
SEATTLE, July 22 /PRNewswire-FirstCall/ -- Eddie Bauer Holdings, Inc. (Pink Sheets: EBHIQ - News) announced today that it has received Bankruptcy Court approval to proceed with the sale of its business to Golden Gate Capital for $286 million in cash. With the Court's approval, the transaction is on track to close in early August.
Golden Gate is a premier private equity firm with approximately $9 billion of assets under management and deep expertise in multi-channel specialty retail. The sale will enable Eddie Bauer to emerge quickly from bankruptcy as a new company positioned for success, with a well-capitalized partner, a substantially lower cost structure, little or no long-term debt and a much stronger balance sheet.
Golden Gate has indicated its support for Eddie Bauer's management team and its strategy, including operating as a tri-channel retailer with an extensive store fleet. Golden Gate plans to maintain the substantial majority of Eddie Bauer's stores and employees in the newly formed company. In addition, under the terms of the transaction, Eddie Bauer gift cards will be honored in the ordinary course of business.
Additional information on the bankruptcy and sale process is available on the Company's website at http://investors.eddiebauer.com.
About Golden Gate Capital
Golden Gate Capital is a San Francisco-based private equity investment firm with approximately $9 billion of assets under management. The firm's charter is to partner with world-class management teams to make equity investments in situations where there is a demonstrable opportunity to significantly enhance a company's value. The principals of Golden Gate have a long and successful history of investing with management partners across a wide range of industries and transaction types, including corporate divestitures, leveraged buyouts, and recapitalizations. Golden Gate has a deep experience base in specialty retailing and direct marketing including recent investments in Express, J. Jill, Blair, Haband and Norm Thompson, among others. For additional information, visit www.goldengatecap.com.
2009/07/23
2009/07/20
Chapter 11 update
7-20-09
To all EBI Suppliers,
Friday last week, Eddie Bauer completed the planed auction as part of the previously shared bankruptcy proceedings. There was very strong interest in acquiring Eddie Bauer with seven parties involved in the bidding process. Golden Gate Capital, a private equity company, had the highest and best offer for the company with a final bid of $286 million USD in cash. Attached please find a letter from Eddie Bauer’s CEO, Neil Fiske, to you our valued supplier. The next and final step in the process is to get formal court approval on the final bid which is scheduled for July 22nd.
We would like to thank you for your patience through out this process and are confident about what the future will hold for Eddie Bauer, Eddie Bauer International, and you as a our valued supplier.
Unquote
Best regards Barbara Caalim Managing Director Eddie Bauer International Ltd.
To all EBI Suppliers,
Friday last week, Eddie Bauer completed the planed auction as part of the previously shared bankruptcy proceedings. There was very strong interest in acquiring Eddie Bauer with seven parties involved in the bidding process. Golden Gate Capital, a private equity company, had the highest and best offer for the company with a final bid of $286 million USD in cash. Attached please find a letter from Eddie Bauer’s CEO, Neil Fiske, to you our valued supplier. The next and final step in the process is to get formal court approval on the final bid which is scheduled for July 22nd.
We would like to thank you for your patience through out this process and are confident about what the future will hold for Eddie Bauer, Eddie Bauer International, and you as a our valued supplier.
Unquote
Best regards Barbara Caalim Managing Director Eddie Bauer International Ltd.
2009/07/19
Chapter 11
7-19-09
US Eddie Bauer facing on Chapter 11 -June 2009
In June 17, 2009, Eddie Bauer filed for Chapter 11 bankruptcy protection. The company had just emerged from a previous Chapter 11 protection in 2005, after its previous owner, Spiegel Catalog, sought bankruptcy protection in 2003.[22] The company said it planned to sell itself for $202 million to CCMP Capital Advisors, a private equity firm. Bank of America, GE Capital and the CIT Group have agreed to provide up to $100 million in financing during the bankruptcy case. The sale to CCMP will proceed through what is known as a 363 sale process in bankruptcy court. A judge would need to approve the sale, and other potential bidders could emerge. CCMP, as a so-called stalking horse bidder, is entitled to a $5 million breakup fee if it loses during the court-supervised auction process. "We’re not looking to liquidate the company or close most of the stores," said Jonathan Lynch, a CCMP managing director, as quoted in The New York Times report. The report continued: "CCMP first took a look at Eddie Bauer in 2004, but was dissuaded from making an investment because the company was then focused on becoming a women’s casual apparel chain, along the lines of J. Jill or Talbots. ... A new management team led by Mr. Fiske began returning the company ... toward its outdoor adventure roots" and led to the renewed contacts with CCMP.[23]
Chapter 11 in General
When a business is unable to service its debt or pay its creditors, the business or its creditors can file with a federal bankruptcy court for protection under either Chapter 7 or Chapter 11.
In Chapter 7 the business ceases operations, a trustee sells all of its assets, and then distributes the proceeds to its creditors. Any residual amount is returned to the owners of the company. In Chapter 11, in most instances the debtor remains in control of its business operations as a debtor in possession, and is subject to the oversight and jurisdiction of the court.[1]
[edit] Features of Chapter 11 bankruptcy
Chapter 11 bankruptcy retains many of the features present in all, or most bankruptcy proceedings in the United States. It also provides additional tools for debtors as well. Most importantly, 11 U.S.C. § 1108 empowers the trustee to operate the debtor's business. In Chapter 11, unless appointed for cause, the debtor acts as trustee of the business.[2]
Bankruptcy affords the debtor in possession a number of mechanisms to restructure its business. A debtor in possession can acquire financing and loans on favorable terms by giving new lenders first priority on the business' earnings. The court may also permit the debtor in possession to reject and cancel contracts. Debtors are also protected from other litigation against the business through the imposition of an automatic stay. While the automatic stay is in place, most litigation against the debtor is stayed, or put on hold, until it can be resolved in bankruptcy court, or resumed in its original venue.
If the business's debts exceed its assets, the bankruptcy restructuring results in the company's owners being left with nothing; instead, the owners' rights and interests are ended and the company's creditors are left with ownership of the newly reorganized company.
All creditors are entitled to be heard by the court.[citation needed] The court is ultimately responsible for determining whether the proposed plan of reorganization complies with the bankruptcy law.
[edit] The chapter 11 plan
Chapter 11 is reorganization, as opposed to liquidation. Debtors may "emerge" from a Chapter 11 bankruptcy within a few months or within several years, depending on the size and complexity of the bankruptcy. The Bankruptcy Code accomplishes this objective through the use of a bankruptcy plan. With some exceptions, the plan may be proposed by any party in interest.[3] Interested creditors then vote for a plan. Upon its confirmation, the plan becomes binding and identifies the treatment of debts and operations of the business for the duration of the plan.
Debtors in Chapter 11 have the exclusive right to propose a plan of reorganization for a period of time (in most cases 120 days). After that time has elapsed, creditors may also propose plans. Plans must satisfy a number of criteria in order to be "confirmed" by the bankruptcy court. Among other things, creditors must vote to approve the plan of reorganization. If a plan cannot be confirmed, the court may either convert the case to a liquidation under Chapter 7, or, if in the best interests of the creditors and the estate, the case may be dismissed resulting in a return to the status quo before bankruptcy. If the case is dismissed, creditors will look to nonbankruptcy law in order to satisfy their claims.
[edit] Automatic stay
As with other forms of bankruptcy, petitions filed under Chapter 11 invoke the automatic stay of § 362. The automatic stay requires all creditors to cease collection attempts, and makes post-petition debt collection void. Under some circumstances, creditors or the United States Trustee can ask the court to convert the case to a liquidation under Chapter 7, or to appoint a trustee to manage the debtor's business. The court will grant a motion to convert to Chapter 7 or appoint a trustee if either of these actions is in the best interest of all creditors. Sometimes a company will liquidate under Chapter 11, in which the pre-existing management may be able to help get a higher price for divisions or other assets than a Chapter 7 liquidation would be likely to achieve. Appointment of a trustee requires some wrongdoing or gross mismanagement on the part of existing management, and is relatively rare.
[edit] Executory contracts
Some contracts, known as executory contracts, may be rejected if canceling them would be financially favorable to the company and its creditors. Such contracts may include labor union contracts, supply or operating contracts (with both vendors and customers), and real estate leases. The standard feature of executory contracts is that each party to the contract has duties remaining under the contract. In the event of a rejection, the remaining parties to the contract become unsecured creditors of the debtor.
[edit] Priority
Chapter 11 follows the same priority scheme as other bankruptcy chapters. The priority structure is defined primarily by § 507 of the Bankruptcy Code (11 U.S.C. § 507.)
As a general rule secured creditors—creditors who have a security interest, or collateral, in the debtor's property—will be paid before unsecured creditors. Unsecured creditors' claims are prioritized by § 507. For instance the claims of suppliers of products or employees of a company may be paid before other unsecured creditors are paid. Each priority level must be paid in full before the next lowest priority level may receive payment.
[edit] Section 1110
Section 1110 (11 U.S.C. § 1110) generally provides a secured party with an interest in an aircraft the ability to take possession of the equipment within 60 days after a bankruptcy filing unless the airline cures all defaults. More specifically, the right of the lender to take possession of the secured equipment is not hampered by the automatic stay provisions of the U.S. Bankruptcy Code.
[edit] Stock
If the company's stock is publicly traded, a Chapter 11 filing generally causes it to be delisted from its primary stock exchange if listed on the New York Stock Exchange, the American Stock Exchange, or the NASDAQ. On the NASDAQ the identifying fifth letter "Q" at the end of a stock symbol indicates the company is in bankruptcy (formerly the "Q" was placed in front of the pre-existing stock symbol; a celebrated example was Penn Central, whose symbol was originally "PC" and became "QPC" after the company filed Chapter 11 in 1970). Many stocks that are delisted quickly resume listing as over-the-counter (OTC) stocks. In the overwhelming majority of cases, the Chapter 11 plan, when confirmed, terminates the shares of the company, rendering shares valueless.
Individuals may file Chapter 11, but due to the complexity and expense of the proceeding, this option is rarely chosen by debtors who are eligible for Chapter 7 or Chapter 13 relief.
[edit] Rationale
In enacting Chapter 11 of the Bankruptcy code, Congress concluded that it is sometimes the case that the value of a business is greater if sold or reorganized as a going concern than the value of the sum of its parts if the business's assets were to be sold off individually. It follows that it may be more economically efficient to allow a troubled company to continue running, cancel some of its debts, and give ownership of the newly reorganized company to the creditors whose debts were canceled. Alternatively, the business can be sold as a going concern with the net proceeds of the sale distributed to creditors ratably in accordance with statutory priorities. In this way, jobs may be saved, the (previously mismanaged) engine of profitability which is the business is maintained (presumably under better management) rather than being dismantled, and, as a proponent of a chapter 11 plan is required to demonstrate as a precursor to plan confirmation, the business's creditors end up with more money than they would in a Chapter 7 liquidation.
[edit] Criticism
Some critics have claimed that Chapter 11 bankruptcy is excessively lenient in giving a needless "escape hatch" to the incompetent management of a failing company, damaging the efficiency of the economy as a whole and allowing poor managers to continue managing. It is unusual for the management of a company in Chapter 11 to be fired, as it is usually assumed that the present management team knows far more about the company and its customers than would a new set of management. These critics note that in Europe, bankruptcy law is far less lenient for failing companies.
Another efficiency criticism is that a company undergoing Chapter 11 bankruptcy is effectively operating under the "protection" of the court until it emerges, in some cases giving the bankrupt company a great advantage against its competitors, distorting the market and harming more competitive businesses. Where a key market participant (or more than one) goes into Chapter 11, it can also result in significant over-capacity in the industry. The most-cited recent example is the airline industry in the United States; in 2006 over half the industry's seating capacity was on airlines that were in Chapter 11.[4] These airlines were able to stop making debt payments, freeing up cash to expand routes or weather a price war against competitors — all with the bankruptcy court's approval. This is especially important in the airline industry as fixed capital costs for the airplanes (and the debt on those costs) make up such a large part of the airlines' expenditures.
Others criticize the process on the basis that, by forestalling the creditors' rights to enforce their security in the event of non-payment, it reduces the economic value of collateral in the United States, and thereby increases the cost of secured lending. However, studies on the subject seem to reach different conclusions on the extent of this, or indeed whether it is in fact the case at all in practice.[5]
破產保護(Chapter 11)即係間公司由法院接管, 透過債務重組, 出售資產等方法希望救到間公司, 避免因為倒閉而出現的大量失業人口. 保護期間, 無人可以申請將公司清盤.如果唔成功就真係清盤(Chapter 7), 即係執笠.
US Eddie Bauer facing on Chapter 11 -June 2009
In June 17, 2009, Eddie Bauer filed for Chapter 11 bankruptcy protection. The company had just emerged from a previous Chapter 11 protection in 2005, after its previous owner, Spiegel Catalog, sought bankruptcy protection in 2003.[22] The company said it planned to sell itself for $202 million to CCMP Capital Advisors, a private equity firm. Bank of America, GE Capital and the CIT Group have agreed to provide up to $100 million in financing during the bankruptcy case. The sale to CCMP will proceed through what is known as a 363 sale process in bankruptcy court. A judge would need to approve the sale, and other potential bidders could emerge. CCMP, as a so-called stalking horse bidder, is entitled to a $5 million breakup fee if it loses during the court-supervised auction process. "We’re not looking to liquidate the company or close most of the stores," said Jonathan Lynch, a CCMP managing director, as quoted in The New York Times report. The report continued: "CCMP first took a look at Eddie Bauer in 2004, but was dissuaded from making an investment because the company was then focused on becoming a women’s casual apparel chain, along the lines of J. Jill or Talbots. ... A new management team led by Mr. Fiske began returning the company ... toward its outdoor adventure roots" and led to the renewed contacts with CCMP.[23]
Chapter 11 in General
When a business is unable to service its debt or pay its creditors, the business or its creditors can file with a federal bankruptcy court for protection under either Chapter 7 or Chapter 11.
In Chapter 7 the business ceases operations, a trustee sells all of its assets, and then distributes the proceeds to its creditors. Any residual amount is returned to the owners of the company. In Chapter 11, in most instances the debtor remains in control of its business operations as a debtor in possession, and is subject to the oversight and jurisdiction of the court.[1]
[edit] Features of Chapter 11 bankruptcy
Chapter 11 bankruptcy retains many of the features present in all, or most bankruptcy proceedings in the United States. It also provides additional tools for debtors as well. Most importantly, 11 U.S.C. § 1108 empowers the trustee to operate the debtor's business. In Chapter 11, unless appointed for cause, the debtor acts as trustee of the business.[2]
Bankruptcy affords the debtor in possession a number of mechanisms to restructure its business. A debtor in possession can acquire financing and loans on favorable terms by giving new lenders first priority on the business' earnings. The court may also permit the debtor in possession to reject and cancel contracts. Debtors are also protected from other litigation against the business through the imposition of an automatic stay. While the automatic stay is in place, most litigation against the debtor is stayed, or put on hold, until it can be resolved in bankruptcy court, or resumed in its original venue.
If the business's debts exceed its assets, the bankruptcy restructuring results in the company's owners being left with nothing; instead, the owners' rights and interests are ended and the company's creditors are left with ownership of the newly reorganized company.
All creditors are entitled to be heard by the court.[citation needed] The court is ultimately responsible for determining whether the proposed plan of reorganization complies with the bankruptcy law.
[edit] The chapter 11 plan
Chapter 11 is reorganization, as opposed to liquidation. Debtors may "emerge" from a Chapter 11 bankruptcy within a few months or within several years, depending on the size and complexity of the bankruptcy. The Bankruptcy Code accomplishes this objective through the use of a bankruptcy plan. With some exceptions, the plan may be proposed by any party in interest.[3] Interested creditors then vote for a plan. Upon its confirmation, the plan becomes binding and identifies the treatment of debts and operations of the business for the duration of the plan.
Debtors in Chapter 11 have the exclusive right to propose a plan of reorganization for a period of time (in most cases 120 days). After that time has elapsed, creditors may also propose plans. Plans must satisfy a number of criteria in order to be "confirmed" by the bankruptcy court. Among other things, creditors must vote to approve the plan of reorganization. If a plan cannot be confirmed, the court may either convert the case to a liquidation under Chapter 7, or, if in the best interests of the creditors and the estate, the case may be dismissed resulting in a return to the status quo before bankruptcy. If the case is dismissed, creditors will look to nonbankruptcy law in order to satisfy their claims.
[edit] Automatic stay
As with other forms of bankruptcy, petitions filed under Chapter 11 invoke the automatic stay of § 362. The automatic stay requires all creditors to cease collection attempts, and makes post-petition debt collection void. Under some circumstances, creditors or the United States Trustee can ask the court to convert the case to a liquidation under Chapter 7, or to appoint a trustee to manage the debtor's business. The court will grant a motion to convert to Chapter 7 or appoint a trustee if either of these actions is in the best interest of all creditors. Sometimes a company will liquidate under Chapter 11, in which the pre-existing management may be able to help get a higher price for divisions or other assets than a Chapter 7 liquidation would be likely to achieve. Appointment of a trustee requires some wrongdoing or gross mismanagement on the part of existing management, and is relatively rare.
[edit] Executory contracts
Some contracts, known as executory contracts, may be rejected if canceling them would be financially favorable to the company and its creditors. Such contracts may include labor union contracts, supply or operating contracts (with both vendors and customers), and real estate leases. The standard feature of executory contracts is that each party to the contract has duties remaining under the contract. In the event of a rejection, the remaining parties to the contract become unsecured creditors of the debtor.
[edit] Priority
Chapter 11 follows the same priority scheme as other bankruptcy chapters. The priority structure is defined primarily by § 507 of the Bankruptcy Code (11 U.S.C. § 507.)
As a general rule secured creditors—creditors who have a security interest, or collateral, in the debtor's property—will be paid before unsecured creditors. Unsecured creditors' claims are prioritized by § 507. For instance the claims of suppliers of products or employees of a company may be paid before other unsecured creditors are paid. Each priority level must be paid in full before the next lowest priority level may receive payment.
[edit] Section 1110
Section 1110 (11 U.S.C. § 1110) generally provides a secured party with an interest in an aircraft the ability to take possession of the equipment within 60 days after a bankruptcy filing unless the airline cures all defaults. More specifically, the right of the lender to take possession of the secured equipment is not hampered by the automatic stay provisions of the U.S. Bankruptcy Code.
[edit] Stock
If the company's stock is publicly traded, a Chapter 11 filing generally causes it to be delisted from its primary stock exchange if listed on the New York Stock Exchange, the American Stock Exchange, or the NASDAQ. On the NASDAQ the identifying fifth letter "Q" at the end of a stock symbol indicates the company is in bankruptcy (formerly the "Q" was placed in front of the pre-existing stock symbol; a celebrated example was Penn Central, whose symbol was originally "PC" and became "QPC" after the company filed Chapter 11 in 1970). Many stocks that are delisted quickly resume listing as over-the-counter (OTC) stocks. In the overwhelming majority of cases, the Chapter 11 plan, when confirmed, terminates the shares of the company, rendering shares valueless.
Individuals may file Chapter 11, but due to the complexity and expense of the proceeding, this option is rarely chosen by debtors who are eligible for Chapter 7 or Chapter 13 relief.
[edit] Rationale
In enacting Chapter 11 of the Bankruptcy code, Congress concluded that it is sometimes the case that the value of a business is greater if sold or reorganized as a going concern than the value of the sum of its parts if the business's assets were to be sold off individually. It follows that it may be more economically efficient to allow a troubled company to continue running, cancel some of its debts, and give ownership of the newly reorganized company to the creditors whose debts were canceled. Alternatively, the business can be sold as a going concern with the net proceeds of the sale distributed to creditors ratably in accordance with statutory priorities. In this way, jobs may be saved, the (previously mismanaged) engine of profitability which is the business is maintained (presumably under better management) rather than being dismantled, and, as a proponent of a chapter 11 plan is required to demonstrate as a precursor to plan confirmation, the business's creditors end up with more money than they would in a Chapter 7 liquidation.
[edit] Criticism
Some critics have claimed that Chapter 11 bankruptcy is excessively lenient in giving a needless "escape hatch" to the incompetent management of a failing company, damaging the efficiency of the economy as a whole and allowing poor managers to continue managing. It is unusual for the management of a company in Chapter 11 to be fired, as it is usually assumed that the present management team knows far more about the company and its customers than would a new set of management. These critics note that in Europe, bankruptcy law is far less lenient for failing companies.
Another efficiency criticism is that a company undergoing Chapter 11 bankruptcy is effectively operating under the "protection" of the court until it emerges, in some cases giving the bankrupt company a great advantage against its competitors, distorting the market and harming more competitive businesses. Where a key market participant (or more than one) goes into Chapter 11, it can also result in significant over-capacity in the industry. The most-cited recent example is the airline industry in the United States; in 2006 over half the industry's seating capacity was on airlines that were in Chapter 11.[4] These airlines were able to stop making debt payments, freeing up cash to expand routes or weather a price war against competitors — all with the bankruptcy court's approval. This is especially important in the airline industry as fixed capital costs for the airplanes (and the debt on those costs) make up such a large part of the airlines' expenditures.
Others criticize the process on the basis that, by forestalling the creditors' rights to enforce their security in the event of non-payment, it reduces the economic value of collateral in the United States, and thereby increases the cost of secured lending. However, studies on the subject seem to reach different conclusions on the extent of this, or indeed whether it is in fact the case at all in practice.[5]
破產保護(Chapter 11)即係間公司由法院接管, 透過債務重組, 出售資產等方法希望救到間公司, 避免因為倒閉而出現的大量失業人口. 保護期間, 無人可以申請將公司清盤.如果唔成功就真係清盤(Chapter 7), 即係執笠.
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