The ongoing tit-for-tat between bankrupt Aéropostale Inc. and its top pre-petition lender Sycamore Partners is close to getting nasty again.
According to an individual close to the situation, the New York-based private equity firm is eyeing claims it might have against the teen retailer. When Aérospostale filed for Chapter 11 on May 4, it claimed that deterioration of its relationship with Sycamore, particularly in connection with a dispute with a Sycamore sourcing affiliate, played a role in pushing it into bankruptcy. The retailer has until Friday to decide whether it intends to pursue any claims it may have against Sycamore. Aéropostale has been reviewing more than 11,000 documents it has received from Aero Investors, the Sycamore affiliate that is a secured pre-petition lender.
The source, who requested anonymity, said Sycamore’s thinking is that it “doesn’t believe the investigation [by Aéropostale] had turned up any legitimate support for the claims.”
Perhaps what could be more interesting in the Aéropostale case is how the sale process during the bankruptcy has been conducted. The source said that with the “circumstances that the company finds itself in today without a plan and without a stalking horse, and based on some pre-bankruptcy [information], Sycamore and its affiliates are going to investigate claims that the sale process has been done inappropriately.” This individual also said the private equity firm is taking a closer look at financial information given to it pre-bankruptcy.
An Aéropostale spokeswoman declined comment.
At one point, Sycamore was also Aéropostale’s largest shareholder. Aero Investors provided $150 million in pre-petition financing to the bankrupt chain. As a secured creditor, Aero Investors is expecting to be paid in full. But in paperwork filed with the Manhattan bankruptcy court last week, Aéropostale said it was considering asking the judge to place Aero Investor’s claim lower on the totem pole. The Sycamore sourcing affiliate involved in the dispute with Aéropostale, MGF Sourcing, was once a key supplier to the chain. That dispute has since been settled.
When the parties settled their dispute involving MGF in June, Sycamore was pushing the chain to identify a stalking horse for a bankruptcy court auction sooner rather than later. The parties bitterly tangled again, this time over timing before settling the matter. Aéropostale was given until Aug. 16 to conclude a sale or reorganize the company.
In the court papers filed last week, the retailer said a “reorganization on a stand-alone basis is not feasible.” It said that the purpose of a plan — Aéropostale has filed a Chapter 11 Plan of Reorganization and a Disclosure Statement — is to find a buyer for “substantially all of the debtor’s assets,” with a bid deadline date of Aug. 18 and an auction, if required, for Aug. 22.
While the court document refers to going-concern bidders and liquidators, there currently doesn’t appear to be much interest from a going concern buyer that would acquire the assets and keep the retailer operating. The company has been considering strategic alternatives since March, when it disclosed third-quarter results. It’s been pursuing a dual track plan — reorganization and sale — since May.
Friday’s paperwork included information on bid procedures for which the retailer was seeking court approval. Sometimes debtors will file separate paperwork at the same time, one naming the stalking horse bidder and the other setting forth bidding procedures.
With $390 million in debt and $354.4 million in assets at the time of its Chapter 11 filing, and no apparent going-concern bidder on the horizon, there’s an increasing chance for a liquidation of a retailer that was once part of the legendary three A’s: Abercrombie & Fitch, American Eagle Outfitters and Aéropostale. The three chains each tackled different components of the teen consumer market based on price points. If it were to liquidate, Aéropostale would follow on the heels of such “category killers” as Sports Authority, which is in the final throes of liquidation, selling off its fixtures and fittings.