CIII Holdings LLC — Chapter 11 Bankruptcy Cases

Model Reorg Acquisition LLC (Perfumania Inc.)

8/26/17 Recap: New York-based vertically-integrated specialty retailer (226 retail locations, mostly mall-based) and wholesale distributor of perfumes and fragrances (to the likes of Sears, Target, Walmart and Walgreens) filed for bankruptcy pursuant to a prepackaged plan of reorganization. The company is seeking approval of a $83,750,000 Wells Fargo DIP facility ("DIP") which will roll into an exit facility. What caused the filing? The overall retail bloodbath, naturally. Since 2015, the company has lost tens of millions of dollars, closed 105 retail locations, decreased the pace of brick-and-mortar openings and focused efforts - like the rest of the retail world - on e-commerce expansion. This way you could buy your one gallon bottle of CK One online rather than in a crappy mall stall. Awesome. The structure of this case is as follows: the DIP requires a completed case within 90 days to ensure that the reorganized (and newly private) company can take advantage of Q4 seasonality. The prepackaged plan leaves general unsecured creditors unimpaired and reinstates the unsecured notes. It also provides a $2/share recovery for shareholders who opt-in to a release of principals (notably, the shares were trading at $1.33/share at Friday's market close). The stockholder consideration will be paid via a $14.26mm equity infusion, which also serves as consideration for 100% of the reorganized equity. The transaction also preserves approximately $40mm of net operating losses and other tax attributes that will inure to the benefit of the owners.
Jurisdiction: D. of Delaware (Judge Sontchi)
Capital Structure: $175mm senior credit facility ($18.78mm funded)(Wells Fargo Bank), $125.4mm unsecured debt +$54.8mm accrued and unpaid interest (3 different notes). Public equity ($PERF).
Company Professionals:
- Legal: Skadden Arps Slate Meagher & Flom LLP (J. Gregory Milmoe, Lisa Laukitis, Raquelle Kaye, Anthony Clark)
- Financial Advisor: Ankura Consulting Group LLC (Stephen Marotta)
- Investment Banker: Imperial Capital LLC (Robert Warshauer)
- Real Estate Advisor: A&G Realty Partners LLC (Andrew Graiser)
- Liquidators: Hilco Merchant Resources LLC & Gordon Brothers Retail Partners LLC
- Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name above for free docket access)
Other Parties in Interest:
- Agent to Senior Credit Facility: Wells Fargo Bank
  - Legal: Otterbourg P.C. (Daniel Fiorillo)
- CIII Holdings LLC
  - Legal: Nastasi Partners PLLC (Ancela R. Nastasi, Marshall E. Tracht, Moshie Solomon, William S. Katchen, Andrew Gottesman) & (local) Morris Nichols Arsht & Tunnell LLP (Robert Dehney, Curtis Miller)

Updated 9/18/17