Togut, Segal & Segal LLP, as restructuring counsel, and King & Spalding LLP, as special corporate and finance counsel, assisted Pareteum Corporation and certain affiliates (“Debtors”), a global cloud communications platform company, in closing the going concern sale of the substantially all of their assets, effective as of July 11, 2022. The closing follows a June 30, 2022 order issued by Bankruptcy Judge Lisa Beckerman (SDNY) approving the proposed sale to the stalking horse purchasers Circles MVNE Pte. Ltd. (which is also serving as DIP financing lender) and Channel Ventures Group LLC (the former minority holder of the Pareteum’s first lien debt and agent and lender under an existing junior subordinated secured debt facility). The purchase price consideration, including the assumption of claims, is estimated at more than $70 million.
As discussed in a prior press release, the debtors filed their chapter 11 cases on May 15, 2022, with the primary purpose of consummating a going concern sale on or prior to July 12, 2022, and to solicit higher or better offers compared to the stalking horse offer. The Togut Firm and King & Spalding successfully negotiated a largely uncontested sale process having resolved the limited objections of the official committee of unsecured creditors through a global settlement which will result in, among other things, a liquidation trust to be established under a Chapter 11 plan for the Debtors which will be funded with not less than $1,250,000, so that the Liquidation Trustee can pursue claims and causes of action in favor of the Debtors’ estates.
The Togut Firm has substantial recent experience with Chapter 11 cases requiring an expeditious section 363 sale process. In 2021, the Firm filed Greensill Capital, Inc., the U.S. subsidiary of the global Greensill supply chain finance enterprise, and consummated a section 363 sale of the debtor’s wholly-owned subsidiary, Finacity Corporation. In 2020, the Firm filed Rubie’s Costume Company, Inc. and its affiliated debtors, a 65-year-old family-owned company and the world’s largest designers, manufacturers, and distributors of costumes and related accessories. The Togut Firm, along with co-counsel Meyer, Suozzi, English & Klein, P.C., assisted Rubie’s with consummating a section 363 sale for substantially all of their assets. The Firm also currently represents JPA No. 111 Co., Ltd. and JPA No. 49 Co., Ltd., in their chapter 11 cases. The JPA cases recently culminated in the sale of the debtors’ primary assets, two Airbus A350 aircraft, in June 2022, which resulted in all non-insider creditors being paid in full.