Vintage Wine Estates, Inc. Announces Bankruptcy Filing and Voluntary Delisting and SEC Deregistration
Vintage Wine Estates (VWE) has filed for Chapter 11 bankruptcy and announced plans to voluntarily delist from Nasdaq and deregister its securities. The company aims to address its $310 million debt and pursue asset sales. VWE has secured $60.5 million in debtor-in-possession financing and completed the sale of Cosentino Winery assets for $10.5 million. The bankruptcy filing follows financial challenges and is intended to establish a structured process for asset sales. VWE expects to continue operations during the restructuring and is evaluating multiple indications of interest for potential asset sales. The company cautions that trading in its securities during this period is highly speculative and poses substantial risks.
Vintage Wine Estates (VWE) ha presentato istanza di fallimento ai sensi del Capitolo 11 e ha annunciato l'intenzione di delistarsi volontariamente da Nasdaq e disregistrare i propri titoli. L'azienda intende affrontare il suo debito di 310 milioni di dollari e perseguire la vendita di beni. VWE ha assicurato 60,5 milioni di dollari in finanziamenti per debitori in possesso e ha completato la vendita degli attivi di Cosentino Winery per 10,5 milioni di dollari. La richiesta di fallimento segue a sfide finanziarie ed è destinata a stabilire un processo strutturato per le vendite di beni. VWE prevede di continuare le operazioni durante la ristrutturazione e sta valutando molteplici manifestazioni d'interesse per potenziali vendite di beni. L'azienda avverte che il trading dei propri titoli durante questo periodo è altamente speculativo e comporta rischi sostanziali.
Vintage Wine Estates (VWE) ha solicitado quiebra bajo el Capítulo 11 y ha anunciado planes para deslistar voluntariamente de Nasdaq y deregistrar sus valores. La empresa tiene como objetivo abordar su deuda de 310 millones de dólares y seguir con la venta de activos. VWE ha asegurado 60,5 millones de dólares en financiamiento como deudor en posesión y ha completado la venta de activos de Cosentino Winery por 10,5 millones de dólares. La solicitud de quiebra sigue a desafíos financieros y busca establecer un proceso estructurado para las ventas de activos. VWE espera continuar operando durante la reestructuración y está evaluando múltiples expresiones de interés para posibles ventas de activos. La empresa advierte que el comercio de sus valores durante este período es altamente especulativo y conlleva riesgos sustanciales.
빈티지 와인 이스테이츠(VWE)는 챕터 11 파산을 신청하고 나스닥에서 자발적 상장 폐지와 증권 등록 해지 계획을 발표했습니다. 회사는 3억 1천만 달러의 부채를 해결하고 자산 매각을 추진할 계획입니다. VWE는 채무자 보유 자금으로 6천5백만 달러를 확보했으며, Cosentino Winery 자산을 1천 5백만 달러에 매각하는 거래를 완료했습니다. 파산 신청은 재정적 어려움에 따른 것으로, 자산 매각을 위한 구조화된 절차를 마련하기 위한 것입니다. VWE는 재구성 과정에서도 운영을 지속할 계획이며, 잠재적인 자산 매각을 위한 다양한 관심의 표시를 평가하고 있습니다. 이 회사는 이 기간동안의 증권 거래가 매우 투기적이며 상당한 위험을 초래할 수 있다고 경고합니다.
Vintage Wine Estates (VWE) a déposé une demande de faillite sous le Chapitre 11 et annoncé des plans pour se désinscrire volontairement du Nasdaq et se désenregistrer de ses titres. L'entreprise vise à traiter sa dette de 310 millions de dollars et à poursuivre des ventes d'actifs. VWE a sécurisé 60,5 millions de dollars de financement pour débiteurs sous possession et a achevé la vente des actifs de Cosentino Winery pour 10,5 millions de dollars. La demande de faillite fait suite à des défis financiers et vise à établir un processus structuré pour les ventes d'actifs. VWE s'attend à continuer ses opérations durant la restructuration et évalue plusieurs manifestations d'intérêt pour des ventes d'actifs potentielles. L'entreprise met en garde que le commerce de ses titres pendant cette période est hautement spéculatif et comporte des risques substantiels.
Vintage Wine Estates (VWE) hat Kündigung nach Kapitel 11 beantragt und Pläne zur freiwilligen Delistung von Nasdaq sowie zur Abmeldung seiner Wertpapiere bekannt gegeben. Das Unternehmen beabsichtigt, seine Schulden von 310 Millionen Dollar zu begleichen und Asset-Verkäufe durchzuführen. VWE hat 60,5 Millionen Dollar an Darlehen für den Schuldner in Besitz gesichert und den Verkauf von Vermögenswerten der Cosentino Winery für 10,5 Millionen Dollar abgeschlossen. Der Konkursantrag folgt auf finanzielle Schwierigkeiten und soll einen strukturierten Prozess für Asset-Verkäufe schaffen. VWE erwartet, während der Umstrukturierung den Betrieb fortzusetzen und bewertet verschiedene Interessensbekundungen für potenzielle Asset-Verkäufe. Das Unternehmen warnt davor, dass der Handel mit seinen Wertpapieren in diesem Zeitraum hoch spekulativ ist und erhebliche Risiken birgt.
- Secured $60.5 million in debtor-in-possession financing to support operations during restructuring
- Completed sale of Cosentino Winery assets for $10.5 million to pay down debt
- Evaluating multiple preliminary indications of interest for potential asset sales
- Expects to continue commercial operations largely business-as-usual during Chapter 11 proceedings
- Filed for Chapter 11 bankruptcy due to severe liquidity issues
- Outstanding debt obligations of approximately $310 million
- Voluntarily delisting from Nasdaq and deregistering securities
- Received Nasdaq notification of non-compliance with minimum bid price requirement
- Potential for shareholders to experience significant or complete loss on investment
Vintage Wine Estates, Inc.'s bankruptcy filing and subsequent voluntary delisting mark significant turning points for the company and its stakeholders. From a financial perspective,
The filing under Chapter 11 allows Vintage Wine Estates to manage its debts while continuing operations, which is important for a structured recovery process. By filing motions to proceed with operations and to establish bidding procedures for asset sales, the company aims to maximize value from its current assets. The automatic stay on debt enforcement provides temporary relief from creditors, giving the company time to restructure without immediate pressure. However, the outcome heavily depends on the court's approval of their plans and the successful execution of asset sales. The involvement of Jones Day and Riveron Consulting indicates a robust advisory team, but the bankruptcy court's approval process will be rigorous and time-consuming. Retail investors should be aware that such legal proceedings rarely guarantee favorable outcomes for equity holders.
The decision to voluntarily delist from Nasdaq and deregister its securities indicates a strategic move to reduce compliance costs and administrative burdens during the restructuring process. However, this delisting significantly reduces liquidity and transparency for retail investors. The potential move to the OTC Pink Open Market is less regulated and could lead to more speculative trading with higher risk. The company's warning about trading being highly speculative emphasizes the uncertainty surrounding the recovery of investments in the company's securities. For retail investors, this is a red flag that suggests a high risk of significant or complete loss of investment, depending on the restructuring outcomes.
- Chapter 11 filing is intended to enable Company to address debt obligations and pursue asset sales
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debtor-in-possession financing$60.5 million -
Sale of Cosentino real property and equipment with proceeds of
$10.5 million
Over the preceding months, the Company experienced negative financial headwinds that severely impacted its liquidity position. In response, the Company explored several solutions to overcome these challenges, with the monetization of all assets being the most viable path forward to maximize value.
In connection with the Chapter 11 Cases, the Company has filed customary motions authorizing it to proceed with its operations in the ordinary course. In addition, the Debtors have also filed a motion seeking approval of certain procedures relating to the marketing auction (if necessary) and sale of all or substantially all of the Company's assets (the “Bidding Procedures Motion“). No trustee has been appointed and each Debtor will continue to operate its business as a “debtor-in-possession“ subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.
Subject to approval of the Bankruptcy Court, the Company, as borrower, intends to enter into a debtor-in-possession financing facility (the “DIP Facility“) with the prepetition lenders under the Credit Agreement (as defined below), pursuant to which the lenders will make available to the Company a credit facility in the amount of
The filing of the Chapter 11 Cases constitutes an event of default that accelerated the Company’s obligations under the Second Amended and Restated Loan and Security Agreement with BMO Bank N.A.(as amended from time to time, the “Credit Agreement“). As of the petition date, the Company had an aggregate of approximately
The Credit Agreement provides that as a result of the Chapter 11 Cases, and to the extent permitted by applicable law, all outstanding amounts thereunder are automatically due and payable. However, any efforts to enforce payment obligations under the Credit Agreement are automatically stayed as a result of the filing of the Chapter 11 Cases and the lenders’ rights of enforcement in respect of the Credit Agreement are subject to the applicable provisions of the Bankruptcy Code.
The decision to file for the voluntary petition for reorganization under chapter 11 was made after a careful evaluation of the Company's financial situation and a determination that it is in the best interests of the Company and its stakeholders. The Company expects commercial operations to continue largely business-as-usual and is committed to serving a diverse range of customers during the Chapter 11 Cases. For more information on the chapter 11 cases, please read the Company’s Current Report on Form 8-K, to be filed with the
For Bankruptcy Court filings and other additional information related to the chapter 11 cases available from time to time, please see https://dm.epiq11.com/VintageWine, a website administered by Epiq Corporate Restructuring, LLC, the Company’s third-party bankruptcy claims and noticing agent.
The Company also announced today its intention to voluntarily delist its common stock and warrants from the Nasdaq Stock Market LLC (“Nasdaq“) and deregister its common stock and warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act“).
The Company’s board of directors made the decision to delist and deregister the Company's securities following careful consideration of the Company’s current situation, including filing of the Company’s chapter 11 cases. In addition, the board of directors determined that it is in the Company’s best interest to withdraw the listing and registration to reduce the Company’s costs of compliance with the rules of the SEC and Nasdaq. In addition, and as previously disclosed, the Company has received a notification from Nasdaq's Listing Qualifications Department dated September 13, 2023 indicating that the Company no longer satisfies Nasdaq Listing Rule 5450(a)(1), which requires listed companies to maintain a minimum bid price of at least
The Company has notified Nasdaq of its intent to voluntarily delist its common stock and warrants, and intends to file a notice on Form 25 relating to such delisting with the SEC on or about August 5, 2024. The Company expects the delisting of the common stock and warrants to be effective on or about August 15, 2024. Following such delisting, the Company intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC on or about August 15, 2024, requesting the termination of registration of the Company’s common stock and warrants under Section 12(g) of the Exchange Act, if any, and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
The Company has not arranged for listing or registration of its common stock or warrants on another national securities exchange or for quotation in a quotation medium. Following delisting, the common stock and warrants may be eligible to be quoted on the Pink Open Market operated by the OTC Markets Group Inc. if a market maker sponsors the security and complies with Rule 15c2-11 under the Exchange Act, but the Company can provide no assurances that a public market for trading the common stock and warrants will exist now or in the future.
The Company is committed to working closely with its stakeholders to minimize the impact of the bankruptcy process and to ensure that its creditors are treated fairly. The Company has engaged GLC Advisors & Co., LLC and GLC Securities, LLC to advise on its strategic options, including the pursuit of the sale of all or substantially all of the Company's assets as contemplated by the Bidding Procedures Motion. The Company has received and is currently evaluating multiple preliminary indications of interest with respect to the potential sale of various of its assets. Any of those sales would be subject to review and approval by the Bankruptcy Court and compliance with Bankruptcy Court-approved bidding procedures pursuant to the Bidding Procedures Motion or as otherwise approved by the Bankruptcy Court. In addition, the Company is consulting with Jones Day as legal advisors, Riveron Consulting as financial advisors and Richards, Layton & Finger as
The Company also announced that on July 19, 2024, the Company completed the sale of Cosentino Winery's real property and equipment to Gene Wines, LLC, a
Cautionary Note Regarding the Company's Securities
The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. The Company expects that holders of the Company’s securities, including common stock, could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
Forward-Looking Statements
This release contains “forward-looking statements“ within the meaning of federal securities laws. Forward-looking statements are all statements other than those of historical fact and may be identified by the use of words such as “expect,“ “anticipate,“ “could,“ “should,“ “intend,“ “plan,“ “believe,“ “seek,“ “see,“ “may,“ “will,“ “would,“ or “target.“ Forward-looking statements are based on management’s current expectations, beliefs, assumptions and estimates and may include, for example, statements regarding the Chapter 11 Cases, the Debtors’ ability to consummate and complete a plan of reorganization and their ability to continue operating in the ordinary course while the Chapter 11 Cases are pending. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements, including risks and uncertainties regarding the Debtors’ ability to successfully complete a restructuring under Chapter 11, including: consummation of a plan of reorganization; potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; the Debtors’ ability to obtain timely approval by the Bankruptcy Court with respect to the motions filed in the Chapter 11 Cases; objections to any plan of reorganization or other pleadings filed that could protract the Chapter 11 Cases; employee attrition and the Company’s ability to retain senior management and other key personnel due to distractions and uncertainties resulting from the Chapter 11 Cases; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, including holders of the Company’s common stock; the Bankruptcy Court’s rulings in the Chapter 11 Cases, including the approvals of the terms and conditions of any plan of reorganization or DIP Facility; inability to consummate asset sales; the outcome of the Chapter 11 Cases generally; the length of time that the Company will operate under Chapter 11 protection and the availability of operating capital during the pendency of the Chapter 11 Cases; risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to consummate a plan of reorganization or an alternative restructuring; increased administrative and legal costs related to the Chapter 11 process; finalization and receipt of the DIP Facility, the conditions to which the DIP Facility is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company's control; potential delays in the Chapter 11 process due to unanticipated factors; and potential or existing litigation or administrative or regulatory proceedings and inherent risks involved in a bankruptcy process.
Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports the Company files with the SEC, including those in the Company’s most recent Annual Report on Form 10-K and any updates thereto in the Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These risks and uncertainties may cause actual future results to differ materially from those expressed in or implied by such forward-looking statements. The Company has no obligation to update or revise these forward-looking statements and does not undertake to do so, except as required by law.
About Vintage Wine Estates, Inc.
Vintage Wine Estates brings to market a unique portfolio of cider and Super Premium+ wines at
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Source: Vintage Wine Estates, Inc.
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