North American Specialty Glass, LLC (NASG) has been a global leader in the development of glass and polycarbonate laminate technology for almost 50 years. Serving customers around the world, the U.S. manufacturer is one of the largest domestic producers of specialty safety and security glass for architectural, transportation, military and other applications. NASG employs approximately 100 people and operates its manufacturing facilities near Quakertown, Pennsylvania.
Despite strong sales, the summer of 2012 posed substantial cash shortage to the company. Coupled with a lack of financing options, on September 26, 2012, NASG was forced to shut down and terminate all of its employees. NASG filed a voluntary petition for Chapter 7 liquidation in the United States Bankruptcy Court for the Eastern District of Pennsylvania the next day. Chapter 7 Trustee, Robert H. Holber, immediately engaged William J. Burnett and Steven D. Usdin of Flaster Greenberg PC, along with financial advisors Stanley Mastil and Edward T. Gavin of Galvin/Solmonese LLC, to represent him in the workout. After nearly two weeks of intense negotiations, NASG reopened its doors under new ownership.
On October 5, 2012, a Boulder, Colorado, private equity firm, Grey Mountain Partners Fund II LP (Grey Mountain), made a formal offer to purchase NASG’s assets. The parties worked around the clock and through the weekend, to complete negotiations, which resulted in an executed asset purchase agreement favorable to all parties with interest, including NASG’s secured lender. The Flaster Greenberg team prepared and filed an emergency 363 sale motion to obtain expedited consideration of bidding procedures and approval of the sale. After intense bidding at a contested auction, the Trustee accepted Grey Mountain’s bid of $2.3 million. With help from NASG's largest unsecured creditor, Ironwood Partners LLC, and an eclectic group of former employees, the Chapter 7 Trustee was able to convince the bankruptcy judge that although the Grey Mountain bid contained a lower purchase price, that it was overall the highest and best bid for the assets.
As a result, the Grey Mountain deal was approved by the Court. The Court's decision to accept the proposal was based in significant part on the buyer’s commitment to reopen the manufacturing facility and rehire substantially all laid-off employees. In addition, Ironwood Partners LLC agreed to waive its substantial unsecured claim.
On October 17, 2012, the transaction closed, enabling the business to reopen and preserve nearly every job. In less than two weeks, the Chapter 7 Trustee and the Flaster Greenberg team, through the diligent efforts of the key stakeholders, were able to negotiate an asset purchase agreement, advertise the offer, complete a contested auction, obtain court approval, and consummate the transaction.
Without this swift action, NASG’s business would not have been resurrected.
Today NASG is thriving and operating profitably. The quick, successful transaction allowed NASG to remain in business with a better capital structure, preserve nearly 100 U.S. manufacturing jobs and supply critical products to their customers, with minimal disruption to final delivery deadlines.
While this representation is not by any stretch our largest matter, the turnaround time, continuation of operations and saved jobs in an area in need of good jobs are accomplishments of which Flaster Greenberg is very proud.
Flaster Greenberg attorneys William J. Burnett and Steven D. Usdin were selected to be the recipients of theTransaction of the Year - Small Company Award by the Turnaround Management Association for their role in the Chapter 7 transaction of NASG. This prestigious award honors professionals involved in transactions that produced a significant, positive impact for distressed companies with less than $50 million in revenue, while simultaneously saving jobs.