Full title: Affidavit (re:16 Miscellaneous motion (first day motions only)) filed by Tea Olive I, LLC. (Brand, James) (Entered: 01/11/2021)
Document posted on Jan 10, 2021 in the bankruptcy, 3 pages and 0 tables.
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF MINNESOTA
Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037
Chapter 11 Case
UNSWORN DECLARATION OF JAMES H. CULLEN
James H. Cullen makes the following declaration in support of the motion of Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) to for Interim And Final Orders: (I) Granting Expedited Relief, (II) Authorizing The Debtor To Assume The Consulting Agreement With Liquidation Consultant, (III) Authorizing and Approving The Conduct of Store Closing Sales, with Such Sales to be Free and Clear of all Liens, (IV) Permitting The Debtor To Abandon Any Property That Is Burdensome Or Of Inconsequential Value, and (V) Granting Related Relief (the “Motion”).
1. I am the managing partner of Steeplechase Advisors, LLC (“Steeplechase”).
Steeplechase is a leading investment banker and provider of financial advisory services.
Steeplechase provides a wide range of financial advisory and investment banking services with expertise in mergers and acquisitions, financial restructurings, valuations, capital markets, and strategic consulting. Steeplechase serves corporations, financial institutions, and nonprofits with offices in Minneapolis, Boston and North Carolina.
2. Steeplechase’s professionals have extensive experience working with financially troubled entities in complex financial restructurings. Steeplechase’s Financial Restructuring
Group has eight professionals. Over the course of my career, I advised on restructuring transactions, in and out of court, with aggregate debt claims in excess of $1 billion.
3. Steeplechase was engaged by the Debtor in October 2020 to manage a going-concern asset sale solicitation process and to locate potential refinancing opportunities for the Debtor.
4. With respect to the going-concern asset sale solicitation process, Steeplechase identified fifty-two (52) financial sponsor targets and seventeen (17) strategic buyer targets.
Steeplechase prepared and sent a “teaser” to sixty-two targets. Twenty-two of those targets executed non-disclosure agreements and received a Confidential Information Memorandum and access to a data room. Only one target provided a term sheet, which required a substantial equity or subordinated debt infusion from another party to meet working capital needs. After negotiations and due diligence, and with no interested parties willing to provide subordinated working capital, the parties could not reach agreement on acceptable terms.
5. With respect to the refinancing solicitation process, Steeplechase identified and sent a teaser to twenty-four (24) potential lenders. Eleven (11) potential lenders executed non-disclosure agreements and received a Confidential Information Memorandum and access to a data room. Two potential lenders provided term sheets for proposed refinancing. However, as both term sheets required a substantial equity or subordinated debt infusion, and with no interested parties will to provide that infusion, the parties could not reach agreement on acceptable terms.
6. In connection with the going-concern asset sale and refinancing solicitation processes, Steeplechase ran a parallel path solicitation process for liquidation bids, structured either as an equity bid or fee-based bid. Steeplechase sent a teaser to five (5) asset monetization