November 19, 2021 – The court hearing the aluminum profile case issued an order approving the sale of almost all of the debtor’s assets to VV9000 LLC (the “buyer”) [File No. 282] for US$32 million. The order ended a somewhat confusing sales/auction process. It has been seen that (i) Reich Bros, (ii) the newly formed Delaware entity called CGPN, LLC and (iii) Norsk Hydro, the Norwegian aluminum giant Norsk Hydro, all take turns The presumptive buyer (the debtor and the buyer deliberately avoided its ownership details) as the presumptive buyer prior to tracking the horse or acquiring the vehicle eventually became the presumptive new owner of the New Jersey property (the transaction is not yet closed). The debtor’s assets consisted primarily of a single location at 9000 Delaire River Road, New Jersey, which included approximately 500,000 square feet of industrial space, including foundries, foundries, and processing areas.

On November 11, following the court’s September 30 bidding procedure order [Volume No. 122] and the auction held on November 10, 2021, the debtor notified the court that VV9000 LLC had been selected as the winning bidder [Volume No. 263]]. 

Although 6 qualified bidders participated in the auction on November 10, and the winning bidder and reserve bidder were obviously selected (see below), the debtor did not designate a reserve bidder (and the sales order did not approve one). In opposing the proposed sale (see below), Aspen 9000, LLC ("Aspen") objected to the conduct of the auction and argued that it was willing to bid higher than the winning bid price ($33 million), otherwise the same terms, Aspen Peng claimed that the debtor had fully understood the offer before, and Aspen concluded that a side deal was reached with the buyer: “Under Aspen’s strong opposition, the debtor somehow asked the bidder to submit a sealed final bid. This decision took as long as an hour. The news was announced after the break. During this period, according to information and beliefs, the debtor and the representatives of VV9000 met privately..."

There was no mention in the Aspen sale order, and neither the debtor nor any of the debtor’s advisers mentioned the merits of the objection in the court documents.

There is also no public information about VV9000 LLC (or an archived copy of APA VV9000 on November 12), despite the name (9000 is the address of the debtor) and lack of public information indicating that it was recently established (or will soon be established) acquisition tool.

On October 1, the debtor filed a notice listing CGPN, LLC as the stalking horse bidder who intends to sell its assets [File No. 127]; as the debtor refused to provide further background on stalking horses at that time (and since) Laware State LLC was established on September 30 (CGPN APA is only available on request, VV9000 LLC does not appear to be submitted). 

The current sales order stipulates that "CGPN has the right to charge a total of 400,000.00 US dollars of break-up fees at the end of the transaction; the debtor can repay CGPN's reasonable and documented out-of-pocket expenses and expenses, up to 75,000 US dollars..."

The debtor’s investment banker (Cowen and Company, LLC or "Cowen") provided the following [File No. 267]: "Six bidders qualified for the auction. No potential bidders were excluded. In addition, the debtor authorized any qualified bidder to make Provide any lot to ensure the maximum number of participants in the auction.

After selling the debtor’s assets in batches, the debtor conducted an auction of all of its assets. A fierce bid was made for the debtor’s assets.

After several rounds of auctions and consultations with professionals and consultants, the debtor used its reasonable business judgment and the rights granted by the bidding procedures to change its procedures for requesting sealed bids and open bids at the same time. And at least one representative from the remaining bid participants is present. The physically sealed bids that have been opened are retained by Obermayer Rebmann Maxwell and Hippel, LLP.

The sealed bid of VV 9000, LLC was determined to be the highest and best bid for the debtor’s assets, and the cash bid was US$32,000,000.00 ("Successful Bidder"). .... According to the bidding procedure order, the second highest bidder is designated as the standby bidder. The purchase price far exceeds the DIP lender's post-application lien of approximately US$18,000,000.00... The auction is open and active, and has led to a substantial increase in the bidding for tracking horses. "

Cowen did not mention Aspen and did not update its statement to reflect Aspen's objections (this was raised after Cowen's statement).

However, Cowan’s statement did add a previously undisclosed chapter to a very unusual auction/sale process; note that the debtor had been with strategic buyers before the Norwegian aluminum giant Norwegian aluminum giant abruptly withdrew from the deal on November 6. Norsk Hydro reached a short-term deal, although “Norsk Hydro paid the debtor’s estate 2,250,000.00 Hydro) to conduct further due diligence to make it possible to purchase the debtor’s assets as a continuing business... November 6, 2021 , The debtor was notified that Norsk Hydro would not make a strategic purchase. This triggered the debtor’s obligation to continue auctioning its assets..."

Aspen Objection [File No. 266] states: "At the end of the auction, although the qualified bidder group 3 led by Aspen was willing and able to continue to bid in excess of VV9000, VV9000 was still declared the winner." "Winning" bid and matched the bid of VV9000 in all important respects. During the entire auction process, Aspen, who was present through Zoom, informed the debtor’s representative that it wanted to continue the bid. Despite this, and with Aspen’s strong opposition, the debtor asked inexplicably The bidder submits the sealed final bid. 

The decision was announced after a one-hour break, during which, based on information and beliefs, the debtor and VV9000 representatives met privately. After the intermission, they refused to disclose the content of the discussion, but announced after the meeting the decision to stop bidding and request that the bid be sealed. When the bid was opened, it was revealed that the bid for VV9000 was 32 million U.S. dollars. Aspen Group’s sealed bid price was $30,750,000, but it was not announced in the records. Even if the debtor's representative was told that Aspen Group was willing to bid higher, the debtor refused to consider further bids.

….Aspen hereby irrevocably proposes to pay $33,000,000 for the debtor’s assets on the same terms and conditions as the so-called "winning bid" of VV9000. Aspen will immediately execute the VV9000 asset purchase agreement as it is, with the only modification that the purchase price will increase by $1,000,000. "

On September 30, the court hearing the aluminum profile case issued an order approving (i) a bidding process for the sale of almost all of the debtor’s assets, (ii) an asset purchase agreement, and (iii) a timetable for the end of the auction10 Sales hearings on October 25 and October 28 [File No. 122]. These dates were subsequently extended.

The role (if any) of Reich Brothers, LLC ("Reich Bros.") has still not been clarified, which (described below) was named a presumptive tracker on the date of the debtor's application. The debtor has disclosed that Reich Bros. has a place in DIP financing provided by Tiger Finance, LLC ("Tiger", $15.5 million, including an aggregate of $9.3 million), Tiger is considered a qualified bidder in the asset sale process, and No further action is required.

Debtor’s Proposal for Bidding Procedure [File No. 94] A "form" with an asset purchase agreement, completed by aspiring qualified bidders, states that the proposed purchase price is $28 million plus the liabilities assumed. The APA form also requires a 3% deposit of US$28 million, although the bidding procedure separately indicates the 7.5% honesty deposit of all qualified bidders. The price is roughly equivalent to the amount owed to DIP lenders Tiger Finance, LLC ($15.5 million, including a combined $9.3 million) and unsecured creditors ($13 million, including PPP loans and union pension/health/benefits obligations), but Its existence in a formal APA without any further context adds to the general weirdness of this application and sales process. The possibility that this was just a drafting error seems to have been eliminated because the bidding procedure order specifically cited the form APA contained in the September 15 motion.

When submitting the documents, the debtor stated that it “received the Stalking Horse proposal from Empire Brothers LLC ('Empire Brothers'), which will be further disclosed in connection with the debtor’s proposed sale motion.” The debtor also In particular, the Imperial Brothers are referred to as the "stalking horse proposed under the sale motion". In fact, there is no further discussion on the potential role of the imperial brothers in tracking horses in the current (sales) motion; although the motion does refer to the debtor’s “contingent bid” and requires the court to authorize a contingent bidder (but not a horse stalker). ) Reimbursement of up to 75,000 US dollars of expenses. Probably the Empire Brothers, these 28 million US dollars may be their intentional opening remarks. In any case, the debtor hopes to act quickly, the bid will expire on October 11, and a sales hearing will be held on October 19.

The motion continues: "On or about June 18, 2021, the debtor shall hire Cowen and Company, LLC ('Cowen') to provide investment banking services for the debtor’s business and assets, including the exploration of all restructuring, financing and merger and acquisition alternatives.

The debtor instructed Cowen to look for buyers who can continue to operate the debtor’s business as a going concern. After the reservation, Cowen immediately began due diligence on the business and assets. During the period before the petition date, Cowen began a lot of outreach work and cast a wide net on behalf of the debtor to solicit the interest of potential purchasers of business or assets. 

Cowen contacted more than 160 potential buyers, more than 60 of which were implementing non-disclosure agreements ('NDA'), and conducted extensive investigations of the business and assets. The debtor had many meetings with potential buyers. The debtor has received multiple signs of interest from potential buyers, and as of the date of this motion, many other potential buyers are actively reviewing their businesses and assets. Cowen continues to actively market its business and assets to a wide range of stakeholders, including potential financial and strategic buyers. 

The debtor and Cowen are and will continue their marketing process after the request, which will provide the debtor with the best opportunity to maximize the value of business or asset sales in the auction ("auction"). 

According to the bidding process, and with its petitioned lender Tiger Finance, LLC ("DIP Lender"), its advisors and the official committee of unsecured creditors (the "Committee"; and negotiated with the DIP lender), the debtor and Its advisers reserve the right to implement any transaction or restructuring strategy that will maximize the value of its assets in the debtor’s business judgment. If the debtor receives multiple offers for business or assets, the debtor intends to conduct an auction to determine the highest or best offer for the business or asset. "

The Empire Brothers as a stalking horse?

When submitting the document, the Meyers Declaration provided: “The debtor cooperates with Cowan as an investment banker for the marketing process. Cowen and the debtor have prepared a copy of more than 140 potential investors (including various financial sponsors and strategic purchases). Those investors are considered to be possible participants in the sales process.

After initial contact with identified parties, these parties were provided with information to gauge their interest before signing a non-disclosure agreement ('NDA'). About 40 parties executed the confidentiality agreement, and then they were granted access to the data room.

The debtor’s counsel in Cowen has received a Stalking Horse proposal from Reich Brothers, LLC ("Reich Bros."), which will be further disclosed in the debtor’s proposed sale. Reich Bros.’s Stalking Horse offer was assisted by TigerFN, the debtor’s pre-application lender. "

FN: Participant of Prepetition financing documents...and the DIP facility is Align Business Finance LLC (f/k/a Reich Bros Business Solutions LLC) 100% owned by ABF Intermediate Holdings LLC, and then 100% owned by ABF Ultimate Holdings limited liability company. ABF Ultimate Holdings LLC is 50% owned by Jonathan and Adam Reich, who own the shares of Reich Brothers [%], which is the Stalking Horse proposed under the proposed sale. 

Reich Bros. describes itself as: "Reich Brothers is a national industrial real estate company that specializes in the acquisition, reuse, and management of manufacturing and distribution facilities in the United States. Reich Brothers has multiple collaborative departments across multiple disciplines, providing global Large enterprises, financial institutions and owner-operators provide one-stop solutions."

According to the debtor: "At Aluminium Shapes, we start the production process by melting scrap and primary ingots to cast billets ranging from 7 to 16 inches in diameter. The billets are then extruded in small, medium and large presses. At this point Many extruders think that their work has been completed, and our value has just begun.

Shapes uses more than 200 manufacturing equipment for punching, precision cutting, forming and even welding. For high-volume jobs, we use custom-made machines for best efficiency.

All these services are concentrated under one roof. A supply chain and a company are responsible for all stages of quality and service. For large OEM customers, Shapes employs experienced VA VE engineers who are good at cooperating with your managers and engineers on cost reduction projects-mold redesign, waste reduction, processing solutions, and outsourced manufacturing.

With six (6) large-tonnage presses—more than any other North American manufacturer—Shapes can produce and transport more than 600 metric tons of extruded aluminum in various press diameters and alloys per year. In addition, Shapes is capable of casting more than 182 metric tons of aluminum logs of various sizes and alloys each year.

The Meyers Declaration added: "The debtor is an aluminum processor ("Enterprise"). The Debtor was founded by Ben Corson in 1948 and began to operate as an extruded aluminum supplier for aluminum doors and windows. Since then, the debtor has developed into A major aluminum manufacturer east of Mississippi, and one of the few processors in the country that can and has a fully vertically integrated factory and business for processing, annealing, cutting, aluminum manufacturing, welding, and Squeeze. The debtor was incorporated in 1956 and subsequently acquired fifty-five (55) acres of land at its current location in Delaire, New Jersey, on which aluminum processing facilities were developed and constructed. With the U.S. economy During the boom in the 1960s, debtors began to squeeze aluminum for the truck and trailer industry. At that time, the debtors undertook a major capital investment plan by commissioning four state-of-the-art new extrusion presses. These acquisitions greatly increased production capacity. Later, The debtor will build a "foundry" foundry to process aluminum into billets, thereby significantly reducing its raw material costs. In 1995, the debtor carried out a further capital plan and acquired the Danieli press, which was the most advanced in the industry at the time Printing presses. The addition of Danieli Press has increased the aluminum processing capacity to nearly 30 million pounds per year. The debtor’s large number of machinery, fixtures and equipment, including a valuable foundry and casting furnace, several presses and processing equipment ("FFE "), are the most advanced.

The debtor is internationally renowned for some of its projects, including manufacturing and providing scaffolding for the reconstruction of the Statue of Liberty, for which it was recognized by the Guinness Book of World Records because it was the largest free-standing aluminum structure at the time. In 1998, it provided scaffolding for the restoration of the Washington Monument. About 70 years after its establishment, the debtor has become and will continue to be an industry leader in aluminum metal manufacturing, processing and extrusion.

The debtor owns and operates a site on 9000 River Road in Delaire, New Jersey that includes approximately 500,000 square feet of industrial space, including a foundry, foundry, and processing area ("real estate"). Located on the real estate is the FFE of the building and the debtor. (FFE together with real estate, "assets"). Currently, the debtor does not operate a foundry.

The debtor is a privately held New Jersey limited liability company. Jacky Cheung is an Australian national and a Vietnamese resident, owns 100% of the membership rights and is the only member of the debtor. The debtor’s current managers ('managers') are Jacky Cheung, Charles Pok and Solomon Rosenthal (CEO), who are responsible for the daily operations of the debtor. "

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