To facilitate the ongoing process to sell its businesses, DCL Corporation, a leading manufacturer and reseller of color pigments, announced that, on December 20, 2022, its United States based subsidiaries have filed voluntary petitions for a court-supervised reorganization under Chapter 11 of the Bankruptcy Code (Chapter 11) in the U.S. Bankruptcy Court for the District of Delaware. Contemporaneously, the Company and its Canadian subsidiaries have also commenced court-supervised restructuring proceedings in Canada under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (CCAA).
As part of these filings, DCL has entered into a stalking horse asset purchase agreement (APA), under which DCL will sell substantially all of the Company's assets in a sale process under Section 363 of the U.S. Bankruptcy Code. The agreement is subject to court approval and any higher or better offers received pursuant to the bidding procedures proposed as part of the sale process.
DCL's international subsidiaries in the United Kingdom and the Netherlands are not included in the Chapter 11 or CCAA proceedings.
In support of the restructuring process, DCL's existing lender, Wells Fargo, has agreed to provide up to $55 million in debtor-in-possession financing. Following court approval, the Company expects this financing, together with cash flow from operations, to support the business in normal operations during the court-supervised process. The Company is continuing to serve customers and end users in the U.S., Canada, and globally.
Scott Davido, the Company's Chief Restructuring Officer, said, "We are pleased to enter into this asset purchase agreement, and to have the continued support of our lenders as we complete this process. The U.S. and Canadian restructuring proceedings will facilitate our sale process, address our liquidity challenges, strengthen our balance sheet and better position DCL for the future. Additionally, we thank all of the DCL employees for their continued dedication and tireless efforts, during these challenging times."
DCL is filing customary first-day motions with the courts that, once approved, will allow the Company to operate its business in the normal course under Chapter 11 and CCAA, including, among other things, granting authority to pay employee wages and benefits and honor customer commitments in the ordinary course of business. The Company will also pay all vendors in the ordinary course for all goods and services provided on or after the Chapter 11 filing date.
To assist with the Company's restructuring, Scott Davido of Ankura Consulting Group (Ankura) has been named as DCL's Chief Restructuring Officer, and Ankura Consulting Group is acting as the Company's financial advisor. The Company is represented by King & Spalding LLP and Blake, Cassels & Graydon LLP as legal counsel. TM Capital Corp is the Company's investment banker.