| |
. |
If you wish to be added to any of our other lists, remove your self from this list, or simply stay in contact for any professional announcements or our holiday card, please use this link:
Update Profile/Email Address and choose the appropriate list.
As the e-mail indicates above, you are getting this e-mail because we may have recently met each other (either myself or someone else in our bankruptcy practice).
You can also follow this list on Twitter - @DELAWARECH11 and @ElliottAttys.
Please use the update links on this e-mail and you are welcome to forward the e-mails, just let me know to whom you are sending the update.
I have also provided a link to the petition and other documents in the column to the right. Please contact Sandra Roberts at
sir@elliottgreenleaf.com if you have any trouble with the link and would like to receive them.
Sincerely,
Rafael Zahralddin
ELLIOTT GREENLEAF
|
|
Southern District of New York Chapter 11: In re: Cenveo, Inc.
|
|
|
Rafael Zahralddin
Commercial Bankruptcy and Restructuring Practice Chair
Elliott Greenleaf
The I.M. Pei Building
1105 North Market Street
17th Floor
Wilmington, Delaware 19801
Direct: 302.384.9401
Cell: 302.545.2888
|
|
| |
|
|
Introduction
On February 2, 2018 (the "Petition Date"), Cenveo, Inc. (the "Debtor") filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York.
The Debtor is represented by Kirkland & Ellis LLP. The case has been assigned to the Honorable Judge Robert D. Drain. A hearing on the Debtors' first day motions was held on February 2, 2018.
The committee has been appointed and consists of
Wilmington Trust, National Association, the
Pension Benefit Guaranty Corporation, Graphic Communications Conference of the International Brotherhood of Teamsters National Pension Fund, United Steelworkers, Evergreen Packing, Inc., Gadge USA, Inc., and Citibank, N.A.
Background
Headquartered in White Plains, New York, the Debtor is one of the largest North American printing and envelope companies. The Debtor prints the comic books sold at the local bookstore, produces the specialized envelopes used to deliver credit card statements by recognizable financial institutions, manufactures prescription labels that are found on medication at national pharmacies, and produces point of sale roll receipts that are used in cash registers. The Debtor has approximately 5,200 employees in the United States, and approximately 1,380 employees abroad.
Through various court filings, the Debtors indicate that they have encountered financial difficulty due to a number of factors, including persistent negative industry trends, an unsustainable capital structure, vendors' contraction of trade terms causing rapidly deteriorating liquidity, and customer de-risking by reducing exposure with the Debtor.
Financial Condition
As of the Petition Date, the Debtor owes approximately $1 billion in debt obligations.
Bank of America, N.A. is owed approximately $125.6 million under an ABL revolving credit facility.
Bank of New York Mellon is owed approximately $50 million under 4% senior secured notes due 2021; approximately $540 million under 6% senior priority secured notes due 2019; approximately
$250 million under 8.5%
junior priority secured notes due 2022; and approximately $104 million of 6% senior unsecured notes due 2024.
In addition, the Debtor has ongoing pension obligations, consisting of two benefit pension plans: the Cenveo Corporation Pension Plan; and the Lancaster Press Pressmen and Bindery Workers Pension Plan. The minimum funding contributions for 2018 are $9,667,882, and $358,007, respectively.
The Debtor also contributes to two active multi-employer pension plans: the GCC/IBT National Pension Fund and the CWA/ITU Negotiated Pension Plan. As a result of plant closures, the Debtor has fully withdrawn from three additional multi-employer pension plans, with complete withdrawal liabilities of approximately $4.2 million of which remains outstanding; and partially withdrawn from two multi-employer pension plans, with partial withdrawal liabilities of approximately $51 million, which also remains outstanding.
The Debtor provides retirement benefits with a total expected cost for 2018 of approximately $1.9 million.
Finally, the Debtor has various other postretirement benefit plans, primarily focused on postretirement healthcare, such as medical insurance, life insurance, and related benefits for certain of its former employees and, in some instances, their spouses. Benefits, eligibility, and cost-sharing provisions vary by plan documents and collective bargaining arrangements. The total expected cost for 2018 is approximately $144,000.
Motion for DIP Financing
The Debtor is seeking authority to enter into a Debtor-in-Possession facility with Bank of America, N.A., which will provide post-petition financing in the principal amount of up to $190 million. The DIP Motion seeks to set the confirmation hearing for a plan of reorganization by July 2, 2018, and set the effective date of the plan for July 20, 2018.
Other Significant First Day Motions
NOL Motion
The Debtor seeks to establish certain notification and hearing procedures related to transfers of the Debtor's common stock or any beneficial ownership of the stock, as well as directing that any purchase, sale, other transfer of, or declaration of worthlessness with respect to common stock in violation of the procedures be null and void. The Debtor seeks to set a final hearing on the motion within approximately 25 days of the Petition Date.
Shippers and Warehouseman Motion
The Debtor seeks entry of an order authorizing the Debtor to pay up to $26.5 million, on an interim basis, and up to $29.6 million, on a final basis, for certain prepetition lien claims held by certain lien claimants, including the shippers and warehousemen claimants; and $17.4 million, on an interim basis, and up to $28.7 million, on a final basis, for prepetition 503(b)(9) claims.
Wages and Benefits Motion
The Debtor seeks authority to pay certain employee obligations and maintain and continue employee benefits programs and schedule a final hearing on the motion.
The Debtor employed approximately 5,200 employees, including approximately 5,100 full-time employees and approximately 100 part-time employees. As of the Petition Date, the Debtor is party to 17 unexpired collective bargaining agreements with respect to approximately 1,535 unionized employees. The Debtor asserts that no employee is being paid more than the $12,850 statutory cap on prepetition wages.
Insurance Motion
The Debtor seeks authority to maintain existing insurance policies and pay all obligations and to renew, revise, extend, supplement, change, or enter into new insurance policies as needed. The Debtor pays approximately $3 million for the annual premium on insurance policies.
Customer Programs Motion
The Debtor is seeking authority to continue, maintain, and to pay pre-petition obligations related to, their pre-petition customer programs which includes rebates. The Debtor argues in the motion that the success of the Debtor's business depends upon the loyalty of their customers and requests authority to pay an amount as needed to preserve its customer programs.
Taxes Motion
The Debtors are seeking authority to pay certain prepetition taxes and fees that, in the ordinary course of business, accrued or arose before the Petition Date. As of the Petition Date, the Debtors owe approximately $3.17 million in prepetition taxes and fees, and approximately $2 million in sales and use taxes.
If we can be of service, please contact me.
Rafael X. Zahralddin-Aravena
Commercial Bankruptcy and Commercial Restructuring Chair
Elliott Greenleaf
The I.M. Pei Building
Wilmington, Delaware 19899
Direct: 302-384-9401
Cell: 302-545-2888
|
|
|
 |
 |
|
|
Top 50 Creditors
Bank of New York Mellon
New York, NY 10286
Unsecured Noteholder
$105,352,000.00
GCC/IBT National Pension Fund
City of Industry, CA
Pension
$35,522,126.98
CWA/ITU Negotiated Pension Fund
Colorado Springs, CO
Pension
$10,399,610.00
International Paper
Memphis, TN
Vendor
$5,670,344.39
Jenco Productions Incorporated
San Bernardino, CA
Vendor
$4,262,609.38
Fasson/Avery Dennison
Quakertown, PA
Vendor
$4,114,972.93
Oregon Printing Industry Pension Plan OPI Pension Trust
Portland, OR
Pension
$4,049,616.22
Evergreen Packaging Inc. Memphis, TN
Vendor
$3,477,233.00
FedEx Custom Critical Memphis, TN
Vendor
$2,932,014.44
Veritiv
Atlanta, GA
Vendor
$2,687,378.32
Transcendia
Franklin Park, IL
Vendor
$2,558,995.79
badge USA Inc.
Lake Success, NY
Vendor
$2,298,474.07
Old Dominion Freight Line Inc.
Thomasville, NC
Vendor
$2,240,117.03
Clifford Paper Incorporated
Upper Saddle River, NJ
Vendor
$2,183,333.17
Central National Gottesman Inc. Purchase, NY
Vendor
$2,167,850.49
Connemara Converting
Bolingbrook, IL
Vendor
$1,936,446.26
UPM Raflatac Inc
Palatine, IL
Vendor
$1,918,878.64
P.H. Glatfelter Paper
York, PA
Vendor
$1,588,860.60
C.H. Robinson Worldwide
Miramar, FL
Vendor
$1,557,851.01
Victory Packaging
Houston, TX
Vendor
$1,390,203.75
Johns Byrne Company
Niles, IL
Vendor
$1,266,736.97
Accent Group Solutions
Crestwood, MO
Vendor
$1,168,454.65
Daneels Graphic Press Inc.
Tustin, CA
Vendor
$1,027,320.40
DLS Worldwide - LTL
Parma Heights, OH
Vendor
$1,011,991.82
Graphics Arts Industry Joint Pension Plan
Washington, DC
Pension
$963,389.00
AGFA/Pitman
Elmwood, NJ
Vendor
$843,770.17
The Boston Consulting Group Inc.
Boston, MA
Vendor
$825,000.00
Centimark Corp
Canonsburg, PA
Vendor
$694,589.00
United Parcel Service
Atlanta, GA
Vendor
$667,476.89
INX International Ink Co
Schaumburg, IL
Vendor
$645,950.40
XPO Logistics Freight Inc.
Greenwich, CT
Vendor
$611,081.30
Manpower Incorporated
Milwaukee, WI
Vendor
$608,568.43
Acucote, Inc.
Graham, NC
Vendor
$564,325.54
Westrock
Atlanta, GA
Vendor
$530,021.10
Color Dynamics Inc.
Allen, TX
Vendor
$510,498.38
Multi Plastics Incorporated
Lewis Center, OH
Vendor
$499,792.97
Actega
Germany
Vendor
$497,759.65
Ricoh Electronics Incorporated
Tustin, CA
Vendor
$491,103.86
Ross Bindery Incorporated
Santa Fe Springs, CA
Vendor
$453,044.27
Eastman Kodak Company
Rochester, NY
Vendor
$420,537.94
USF Holland Inc.
Holland, MI
Vendor
$401,468.41
Creative Label Inc.
Elk Grove Village, IL
Vendor
$394,616.10
Bindagraphics Incorporated
Baltimore, MD
Vendor
$390,272.70
ServiceNow Inc.
Santa Clara, CA
Vendor
$389,275.69
ALG Worldwide Logistics LLC
Wood Dale, IL
Vendor
$377,110.04
Papercone Corporation
Louisville, KY
Vendor
$361,697.55
E-Pallet Incorporated
Lakewood, OH
Vendor
$358,091.76
Finch Paper LLC
Glen Falls, NY
Vendor
$337,454.68
Electronics for Imaging
Fremont, CA
Vendor
$331,690.30
Pension Benefit Guaranty
Washington, DC
Pension
Unliquidated
|
|
|
|
|
|
|
| |
|
