Real Estate Workout
Zalis was asked to provide a senior restructuring executive to manage a French property company that was in receivership and owned a recently constructed pharmaceutical laboratory. The shareholders of the property company had been put into receivership following a U.K. High Court Order, and Zalis was asked to intervene by the court-appointed receivers of these shareholders.
The assignment was to manage the ongoing day-to-day activities of the company with a view to maximising the realisation of its assets for the creditors of its shareholders. Zalis took the company into voluntary liquidation with the agreement of its receivers, who were appointed liquidators, and oversaw the sale of the assets and the settlement of the remaining liabilities, against the background of ongoing conflictual and contested court
proceedings in the U.K. between the shareholders of the company and their creditors.
Zalis also conducted a forensic investigation into the historical cash flows of the company, as the U.K. High Court Order had been issued as a result of evidence presented to the court of the fraudulent obtention and use of funds by the company and its shareholders.
Townsend Jaguar Rover
We were appointed the financial adviser to the debtor in the Townsend bankruptcy cases. The dealerships were in a heated dispute with the manufacturer leading to the BK. The team were able to market the dealerships in the BK based on the projected future profitability rather than the recent historical profitability.
As a result, the dealerships sold for one of the largest goodwill prices ever paid for Jaguar Rover stores. GlassRatner won a category Middle Market Deal of the Year Award for this transaction.
Honda of Downtown LA
We were appointed receiver of the franchised dealership in 2011. The dealership was over $7M out of trust leading to the motion to appoint a receiver. The team operated the dealership for approximately 8 months and ultimately sold the dealership for a significant amount of goodwill given the lack of historical profitability and out of trust condition.
The team cut the operating expenses to minimize the losses while marketing the dealership based on the projected sales volume and composite financial metrics of Honda in the region, rather than the dismal historical performance of the dealership. This led to a sale price with a meaningful goodwill component.
The main activity of Groupe Arche was casting, machining and assembling aluminium parts for the automotive industry, mainly for engines (carters, oilpans, etc.). The group possessed three high pressure aluminium foundries, two in France and one in Spain, and in 2017 employed more than 900 people, including temporary staff. Its main customers were Renault, with whom the group had an interdependent relationship, and Daimler.
At the time that the company first came to Zalis for help the group had severe cash flow problems, the holding company and one of the group companies were in administration and two other group companies were under the protection of the court in a voluntary procedure called “sauvegarde”, which in some but not all aspects is similar to Chapter 11 in the USA.
In November 2016 following the abrupt departure of the entire senior group management team following the sale of a factory, Zalis was asked to conduct a flash analysis of the situation in order to establish a snapshot of the issues facing SAM (the group’s flagship factory that accounted for more than half of group turnover) and to make recommendations to improve the management and the financial results of the business.
At the time the aluminium foundry market in Europe had insufficient capacity and the combination of exceptionally high volumes and the legacy of historical under‐investment, together with the departure of the senior management team, meant that there many serious operational issues. There had been a significant deterioration in the levels of quality, productivity and customer service.
Following the initial report, in December 2016 Zalis was engaged for an operational assignment in order to provide experienced interim management for the group and to start the implementation of our recommendations, while the administrator launched a sale process for the group’s principal sites.
Zalis provided a full time CRO at SAM, the largest company in the group, as well as a finance director, a supply chain manager and a maintenance manager. Zalis also provided the chairman of FVM, the other French factory, and directors for the group holding company and two of the operating companies, to help guide the group towards the optimal outcome for all its stakeholders.
For various reasons the sale process lasted far longer than is normal in these circumstances, but Zalis provided operational support and strategic advice throughout the process. The sale process was in fact seriously disrupted, first by the strategy of the majority shareholder, which was to put itself in a position to make an uncontested offer for some of the group companies without making any further investment, and then by union disputes and strikes as the employees became more and more frustrated and concerned about their future.
Eventually, in December 2017 the three factories were sold in an asset deal to a Chinese industrial investor. More than 90% of the jobs at the factories were saved and the acquirer made firm commitments to make substantial long term investment in the three plants in order to bring them up to the levels of quality and efficiency that its customers required.
Amcast Industrial Corporation
100-year-old company manufacturing components for the automotive industry. Main products were wheels and steering assemblies. Operated five plants in the US and two in Italy.
The Italian plants, operated by the Speedline subsidiary, were poorly managed and plagued by union discord with management and disputes among the six independent unions representing the workforce. These plants operated at significant losses, consuming cash to the point where the US lenders felt their loans were at risk of default. Accordingly, they cut off all US funding of the Italian operations.
In addition, the Italian banks reduced Speedline’s availability because of their losses and their exposure to Fiat, which at the time was struggling.
Implemented weekly cash management procedures, which included negotiating better terms with customers e.g. Mercedes Benz agreed to pay in 10 days instead of the customary 60 to 90 days. The weekly cash calls lead to an intense focus on operations including:
- Inventory turnover and just in time delivery
- Lean manufacturing
- Speeding up change overs from product to product to reduce downtime
- Tracking how far a part travelled in the plant to identify inefficient material handling
- Renewed attention to each plants safety performance
- Strict controls on overtime. For example at the Richmond plant, machines with 10 stations were running with 5, causing 7 day operations and excessive overtime.
- Strict controls and reporting on scrap and maintenance supplies
- Significant headcount reductions across the board
The Italian operations were eventually sold for virtually no net proceeds , but the US operations gradually improved as the turnaround effort took hold.
We negotiated a series of forbearances with the lenders that enabled Amcast to have sufficient liquidity to bid on new business and fund the required tooling to produce the newly awarded contracts.
Customers continued to apply price reduction pressure. This downward pressure on profitability was partially mitigated by a Chinese wheel manufacturing joint venture.
Eventually the turnaround attracted the attention of distressed investors , who were able to acquire the secured lenders debt at a discount. The hedge fund then implemented a “loan to own” in order to acquire the business through a Chapter 11 filing.
Unfortunately, the new owners decided not to retain, in spite of our strong recommendation, the management that had worked on the turnaround. New management took a very adversarial stance to Amcast’s major customer, resulting in that customer exercising its right to terminate and transfer the business to alternative suppliers. Having lost most of its business the company liquidated, resulting a total loss to the distressed investors.
OE Quality Friction Inc.
OE Quality Friction (OEQF) was founded in 1997 on the principle of marketing Original Equipment quality disc brake pads at competitive aftermarket prices.
As a result of breaches to the debtor’s borrowing base covenants we were initially appointed to complete a review of the business and its plans as well as a review of its projected cash flow forecast. It became evident that the business was suffering from high overhead costs due to an unnecessarily lengthy transition of its operations from Canada to Mexico as well as reduced gross margins.
Farber were appointed as receiver of the business in order to gain control over the cash bleed and complete a sale of the business.
The results were as follows:-
- Completed the transition of the operations from Canada to Mexico significantly reducing overhead costs.
- Oversaw creation of 3-week rolling production plan, thereby increasing profitability by prioritizing higher gross margin products and reducing change over time
- Worked with the corporate finance team to sell the business expeditiously.
- Created monthly and weekly forecasts including operational and financial key performance indicators.
- Prepared monitoring and reporting templates.
- Pursuit of realizations on all assets of the business including trapped inventory and litigious accounts receivable
Retail and Distribution
Farber accomplished the liquidation of Movie Gallery’s video and game rental business that operated approximately 181 retail stores across Canada, with more than 1,200 employees.
Farber acted as Trustee in a Proposal that was filed under the Bankruptcy & Insolvency Act (“BIA Proposal”) which was run in conjunction with Chapter 11 proceedings in the US. Bondholders in the US were contemplating “walking away” from Canada as they perceived immaterial value. However, the Canadian liquidation was executed exceedingly well and resulted in the Canadian creditors receiving 100 cents on the dollar.
As a result, he US parent company received full repayment of its secured loans and a repatriation of equity.
Retail and Distribution
Minute Muffler/Speedy Muffler
Minute Muffler operated as franchisor and buying group to a chain of 91 Minute Muffler franchisees across Canada, specializing in “while you wait” automotive services for cars and light trucks.
Farber was the Court Authorized Sale Agent, working in tandem with the Receiver to maximize value for the secured lenders. There were serious concerns about the Receiver’s ability to keep the franchise network intact.
Farber successfully managed an accelerated sales process to maximize the value of the franchise network before it became severely compromised.
Retail and Distribution
Clothing for Modern Times ("CMT")
CMT designed, produced and marketed trendy apparel styles for “fashion forward” men and women under the retail banners: Urban Behavior, Costa Blanca and Costa Blanca X.
They operated 116 leased store locations throughout Canada and had approximately 1,682 employees.
First under a BIA Proposal and then under CCAA, with Farber acting as Proposal Trustee and Monitor, CMT downsized the chain around its profitable stores and brands; self-liquidated inventory at certain locations; and ultimately, Farber sold the assets as a going concern in two separate transactions.
Retail and Distribution
Tall Girl Shop
Tall Girl Shop operated a specialty retail clothing chain serving the needs of tall women with 14 stores in Canada and 17 stores in the US.
Tall Girl had identified a strategic purchaser from the UK that was interested in acquiring its assets as a means of expanding into North America.
Farber acted as Proposal Trustee and ran a Court-authorized sales process, which resulted in a favourable deal being struck with the UK-based purchaser for the Canadian operations, IP, and online assets. Key retail locations were maintained and others disclaimed. Jobs were preserved for approximately 100 Canadian employees.
Farber maximized the value of US assets by way of a Court-authorized liquidation of the US inventory and fixtures, which necessitated recognition of the Canadian proceedings under Chapter 15 of the US Bankruptcy Code.