Transactions by INTERNATIONAL PAPER CO (IP*) in the last 6 months

National Envelope Corporation filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware on June 10, 2013. The debtor listed both its assets and liabilities in the range of $100 million to $500 million. The largest unsecured creditors include International Paper Company, Mid Indiana Transportation Experts, Plastic Suppliers, Inc., Gadge USA, Inc., Bielomatik jagenberg, Inc., E. I. du Pont de Nemours and Company, ... Henkel Corporation, Xpedx, Inc., Constellation NewEnergy, Inc. and Precise Rotary Die Inc. The debtor is represented by Paul Noble Heath, John Henry Knight, Robert Charles Maddox, Michael Joseph Merchant and Tyler D. Semmelman of Richards, Layton & Finger, P.A as its legal counsels. Perry Mandarino of PricewaterhouseCoopers LLP is appointed as financial advisor to the debtor for an hourly rate of $800 and retainer of $400,000. Jennifer M. Meyerowitz of Epiq Systems is appointed as claims and noticing agent and administrative advisor to the debtor for an hourly rate of $325 and retainer of $15,000. The US Bankruptcy Court gave an order to National Envelope Corporation to obtain DIP financing on an interim basis on June 11, 2013. As per the order, the debtor has been authorized to obtain a revolving credit facility in the amount of $67.50 million from Salus Capital Partners, LLC and International Paper Company. Salus Capital Partners, LLC is also acting as the administrative agent and collateral agent. The DIP financing include Tranche A of $47.50 million, Tranche A-1 of $17.50 million and Tranche B of $2.50 million. The DIP loan would carry an interest rate of base rate plus 5.25% p.a. for Tranche A loans, base rate plus 9.25% p.a. for Tranche A-1 and base rate plus 10% p.a. for Tranche B, along with an additional 4% p.a. interest in the event of default. As per the terms of the DIP agreement, the loan carries a commitment fee of 0.75% p.a., collateral monitoring fee of $0.3 million, Tranche A closing fee of $0.48 million, Tranche A-1 closing fee of $0.44 million and DIP exit fee of $0.28 million. The DIP facility would mature on June 10, 2014. Adequate protection would be provided to the DIP lenders in the form of super-priority administrative expense claims which is subject to a carve-out of $0.5 million towards unpaid professional fees / administrative expenses and first priority lien upon and security interest in the debtor’s collateral. The final hearing on DIP financing is scheduled for July 1, 2013.
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Eurofresh, Inc. filed a voluntary petition for reorganization under Chapter 11 in the US Bankruptcy Court for the District of Arizona on January 27, 2013. The debtor listed its assets of $10.76 million and liabilities of $69.51 million. The largest unsecured creditors include Southwest Gas Corporation, John Christner Trucking, LLC, Squire Sanders & Dempsey LLP, Kent H. Landsberg Company, Fertizona, International Paper Company, Montis BVBA, Voshol Warmte-Elektrotechniek, ... Priva Holding B.V. and Peter Dekker Installaties. The debtor is represented by Michael W. McGrath, Frederick J. Peterson and Isaac D. Rothschild of Mesch, Clark & Rothschild PC as its legal counsels and Piper Jaffray & Co. as financial advisor and investment banker. Paul Kizel, Tania Ingman, Kimberly Adams and Ken Rosen of Lowenstein Sandler LLP, and Carolyn J. Johnsen and Kami M. Hoskins of Jennings, Strouss & Salmon, PLC of acted as legal counsel to official committee of unsecured creditors. Squire Sanders (US), LLP acted as special counsel for the debtor. Debtor filed a motion in the Court seeking the sale of substantially all its assets on January 27, 2013. Zona Acquisition Company, LLC, an affiliate of NatureSweet Ltd. has emerged as the stalking horse bidder to purchase substantially all the assets of Eurofresh for a purchase price of $51.19 million plus all monies lent post-petition and accruing interest, fees and costs pursuant to an asset purchase agreement dated January 27, 2013. The buyer will purchase the debtor’s business as a going concern. In the event of termination of the asset purchase agreement, the stalking horse bidder will be entitled to an expense reimbursement of $0.2 million. At the auction, the initial overbid should exceed the purchase price by a minimum of the amount that would be owed if the debtor would be required to pay the expense reimbursement plus cash consideration in an amount not less than $0.25 million. Subsequently, bidding will continue in minimum increments of at least $0.25 million. The debtor has retained and Piper Jaffray & Co. as financial advisor and investment banker. NatureSweet Ltd. has retained David D. Cleary of Greenberg Traurig, LLP as its legal advisor. The US Bankruptcy Court approved the bidding procedure related to the sale of substantially all of assets of Eurofresh, Inc. on March 4, 2013. Zona Acquisition Company, LLC is the stalking horse bidder with a purchase price of $51.19 million. The US Bankruptcy Court gave an order to Eurofresh, Inc. to obtain DIP financing on a final basis on March 5, 2013. As per the order, the debtor has been authorized to obtain a post petition line of credit in the amount of $4 million from NatureSweet Limited. The DIP loan would carry an interest rate of 9% p.a., and the credit line will also be subject to a $25,000 fee to the post petition lender. The maturity date will be the earlier of 90 days from interim order, the sale of substantially all of the debtor’s assets or confirmation of a plan of reorganization as more fully described in the term sheet. Adequate protection would be provided to the DIP lenders in the form of super-priority administrative expense claims which is subject to a carve-out towards unpaid professional fees / administrative expenses and first priority lien upon and security interest in the debtor’s collateral. Court has granted interim DIP approval on January 29, 2013. The US Bankruptcy Court approved Eurofresh, Inc. to sell substantially all the assets on March 28, 2013. As per the order, debtor has been authorized to sell the assets to Zona Acquisition Company, LLC for $51.19 million, as per the amended asset purchase agreement dated March 15, 2013. Greenberg Traurig, LLP acted as legal counsel for the buyer.
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