December 16, 2020 – Further to the October 19th bidding procedures order [Docket No. 113] and the December 10th auction cancellation notice, the Court hearing the Impresa Holdings Acquisition Corporation cases has approved the Debtors’ $10.5mn asset purchase agreement (the “APA”) with Crestview Aerospace LLC (the “Purchaser”) in relation to the sale of their assets [Docket No. 208].

In providing notice on December 10, 2020 that the auction was cancelled, the Debtors told the Court that they had designated Crestview Aerospace LLC as the successful bidders for their assets (purchase price of $10.5mn), with Twin Haven Special Opportunities Fund IV, L.P. designated as the back-up bidder [Docket No. 194]. The APA was attached to the notice as Exhibit A.

Notably, Twin Haven Special Opportunities Fund IV, L.P. (the back-up bidder), a fund controlled by private equity house Twin Haven Capital Partners (“Twin Haven”), the Debtors’ principal shareholder (88.9%) and also the Debtors’ most significant prepetition lender, was the Stalking Horse bidder for the Debtors’ assets.

The sale and bidding procedures motion, [Docket No. 24] stated, “‘In the expectation that it will “further foster interest in the Debtors’ assets and aid the Debtors in maximizing value,’ the Debtors and Twin Haven have agreed to proceed without bidder protections, including the payment of a break-up fee or expense reimbursement.” Of course, Twin Haven plays a substantial role as a shareholder and lender to the Debtors notwithstanding the outcome of the sale.

Sale Terms

• Seller: Impresa Holdings Acquisition Corporation, Impresa Acquisition Corporation, Impresa Aerospace, LLC and Goose Creek, LLC
• Purchaser: Crestview Aerospace LLC
• Purchase Price: The aggregate consideration for the sale and transfer of the Acquired Assets shall be: (i) $10,500,000 (the “Purchase Price”); plus (ii) the assumption by Purchaser of the Assumed Liabilities, including payment of the Cure Amounts, and plus (iii) the amount of any paid time off payable to employees of the Sellers as a result of the transactions contemplated by this Agreement (provided, in no event shall the amount under this item exceed $350,000). (Items (i), (ii) and (iii) collectively, the “Consideration”).

About the Debtors

According to the Debtors: “For more than 50 years, Impresa has provided end-to-end solutions for the Aerospace Industry. Capabilities range from traditional machine shop services like Sheet Metal Fabrication, Precision Machining, and Extrusions to advanced fabrication methods such as Hydroform and Titanium Hot Brake form. Innovative ‘Lean Cellular’ manufacturing gives Impresa the flexibility to support everything from one-off prototypes to large volume production.”

The Loye Declaration adds: “The Debtors are a premier supplier in the commercial and military aerospace industries. The Debtors began their existence in Southern California in 1973, under the name Venture Aircraft. In April 2012, Venture Aircraft acquired the assets of Swift-Cor Aerospace, which served the same industry for over 50 years. In connection with that acquisition, Venture Aircraft changed its name to Impresa Aerospace.

Since 2012, the Debtors have continuously evolved their production capacity to provide end-to-end solutions for their customers. Operating out of their facility in Gardena, California, the Debtors manufacture a wide variety of metallic products, including machined parts, fabricated components, assembled parts and tooling for the commercial aerospace and defense markets. In conjunction with producing parts, the Debtors offer a variety of manufacturing services from sheet metal fabrication, precision machining, and aluminum extrusion to more-advanced services such as hydroforming and titanium hot brake forming. The scope of the Debtors’ services allows the Debtors the flexibility to support a broad range of customers and customer applications, and tailor the parts to each customers’ request, including production of parts for a Low Rate Initial Production (LRIP) or a full production volume.

The Debtors service virtually all the key companies within the aerospace industry, including Boeing, Spirit AeroSystems, Collins Aerospace (a unit of Raytheon), Northrup Grumman, Cessna, Lockheed Martin, and Gulfstream. Notable commercial programs include the Boeing 787, 777, 747 and 737, Airbus A380, and Gulfstream G550 and G650. The Debtors’ largest customer is Boeing. Impresa maintains strong contractual positions with Boeing and provides essential product for Boeing’s full range of commercial airliners. Impresa also contracts with several other blue-chip aerospace companies including those mentioned above. The Debtors’ strong contractual relationships with these key companies enabled the Debtors to profitably grow revenue from $32 million in 2016 to $43 million in 2019.”

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