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December 31, 2020 – The Debtors notified the Court that their Amended Plan of Reorganization had become effective as of December 31, 2020 [Docket No. 286]. The Court had previously confirmed the Debtor’s Plan on December 21, 2020 [Docket No. 277].
On July 10, 2020, MUJI U.S.A. Limited (“Muji” or the “Debtor”) filed for Chapter 11 protection with the U.S. Bankruptcy Court in the District of Delaware, lead case number 20-11805. At filing, the Debtor, a minimalist lifestyle brand/retailer owned by Japan’s Ryohin Keikaku Co., Ltd. (“Ryohin”), noted estimated assets between $50.0mn and $100.0mn; and estimated liabilities between $50.0mn and $100.0mn. In a subsequently filed Schedule A/B, the lead Debtor noted $54.1mn of assets and $66.7mn of liabilities [Docket No. 110].
The Debtors were represented by (i) Greenberg Traurig LLP as local bankruptcy counsel, (ii) Mackinac Partners LLC as financial advisors, (iii) B. Riley Real Estate, LLC as real property lease consultant and (iv) Donlin, Recano & Company, Inc. as claims agent.
A deadline of February 1, 2021 has been set for filing administrative claims and professional fee claims.
Overview of the Plan
The Debtor's memorandum of law in support of Plan confirmation [Docket No. 269] provided the following pre-Plan confirmation hearing summary: "The Plan, which has 100% support from the Voting Classes (as defined herein), is the result of significant compromise by and among the Estate’s most significant stakeholder, RKJ, to ensure that the Debtor’s business will continue and prosper. If confirmed, the Plan will (i) deleverage the Debtor’s balance sheet—with RKJ contributing approximately $63 million in outstanding obligations as capital in the Reorganized Debtor; (ii) allow for a leaner, more profitable retail business after emergence, with a right-sized footprint and the assumption of re-negotiated leases that will reduce future operating expenses; (iii) provide the Reorganized Debtor with access to additional liquidity in the form of a $22 million senior-secured credit facility that will, among other things, fund Plan distributions and future operations, including the Reorganized Debtor’s efforts to grow its online retail business; (iv) provide for cure payments to the Debtor’s creditors of over $860,000, and (v) provide a recovery to general unsecured creditors in the form of a $4 million guaranteed cash pool to be used exclusively for funding pro rata distributions to unsecured creditors in accordance with the Plan. Simply put, the Plan will allow the Debtor to achieve a fresh start and an opportunity to thrive as a going concern for years to come.
The Disclosure Statement [Docket No. 217] details a Plan which will, absent the application of cramdown provisions which the Debtor has effectively waived, require the support of general unsecured creditors in Class 3. That class is to split a cash pool of $4.0mn which will deliver an estimated recovery of 50% – 66.67%.
The Disclosure Statement provides : “The Plan contemplates a reorganization of the Debtor’s operations pursuant to which the Reorganized Debtor will operate a leaner and more profitable MUJI-branded store portfolio than prior to the bankruptcy Filing, all while continuing its growth of online sales. To that end, the Plan preserves the going-concern value of the Debtor’s business, maximizes recoveries to constituents, and protects jobs of the Debtor’s employees. More specifically, pursuant to the terms of the Plan:
- All Allowed Administrative Claims (other than DIP Facility Claims) and Allowed Priority Tax Claims shall be paid in full in cash.
- Allowed DIP Facility Claims shall receive a principal portion of the Exit Facility equal to the DIP Facility Claim Amount (less certain fees and expenses that will be paid to the DIP Lender on the Effective Date).
- All Allowed Other Secured Claims and Allowed Other Priority Claims shall be paid in full in cash or receive such other treatment that renders such Claims Unimpaired.
- Each Holder of Allowed Class 3 General Unsecured Claim shall receive its pro rata share (calculated based on the proportion that such Holder’s Allowed General Unsecured Claim bears to the aggregate amount of Allowed Class 3 General Unsecured Claims) of the $4 million GUC Cash Distribution Pool; provided, further, if Class 3 votes to accept the Plan, each Holder of an Allowed Class 3 Claim shall also receive a release from the Debtor and its Estate of any Avoidance Action against such Holder of the Allowed Class 3 Claim, which release shall be effective as of the Effective Date.
- Ryohin Keikuku Co., Ltd. (‘RKJ’) will contribute its RKJ Unsecured Claims as capital in the Reorganized Debtor.
- In consideration of, among other things, RKJ’s agreement to: (1) in its capacities as the DIP Lender and the Exit Facility Lender, roll the DIP Facility Claims into a portion of the Exit Facility, (2) forego distributions from the GUC Cash Distribution Pool on account of its RKJ Unsecured Claims, (3) fund the GUC Cash Distribution Pool (via proceeds from the Exit Facility) for the benefit of, and pro rata distribution to, Holders of Allowed Class 3 General Unsecured Claims, and (4) provide the Exit Facility to, among other things, fund distributions under the Plan and provide the Reorganized Debtor with additional liquidity that may be drawn on from time to time, as necessary, by the Reorganized Debtor to, among other things, fund business operations in the future and provide the Reorganized Debtor with a flexible and sustainable capital structure, on the Effective Date, RKJ will retain its Interest in the Reorganized Debtor
The Debtor is seeking to confirm the Plan pursuant to section 1129(a) of the Bankruptcy Code and will not be seek a ‘cramdown’ pursuant to section 1129(b) of the Bankruptcy Code. Accordingly, the Plan can be confirmed only if Class 3 votes to accept the Plan.”
The following is a summary of classes, claims, voting rights and expected recoveries (defined terms are as defined in the Plan and/or Disclosure Statement, see also the Liquidation Analysis below):
- Class 1 (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is $0 and expected recovery is 100%.
- Class 2 (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is $28,000 and expected recovery is 100%.
- Class 3 (“General Unsecured Claims”) is impaired and entitled to vote on the Plan. The aggregate amount of claims is $6.0mn – $8.0mn and expected recovery is 50%-66.67%. Each Holder of an Allowed Class 3 General Unsecured Claim shall receive its pro rata share (calculated based on the proportion that such Holder’s Allowed Class 3 General Unsecured Claim bears to the aggregate amount of Allowed Class 3 General Unsecured Claims) of the $4.0mn GUC Cash Distribution Pool; provided, further, if Class 3 votes to accept the Plan, each Holder of an Allowed Class 3 General Unsecured Claim shall also receive a release from the Debtor and its Estate of any Avoidance Actions against such Holder of the Allowed Class 3 Claim, which release shall be effective as of the Effective Date.
- Class 4 (“RKJ Unsecured Claims”) is impaired and entitled to vote on the Plan. The aggregate amount of claims is $63.4mn and on the Effective Date, the RKJ Unsecured Claims shall be deemed contributed as capital in the Reorganized Debtor. For the avoidance of doubt, the Holder of the RKJ Unsecured Claims shall be not receive any distribution on account of its RKJ Unsecured Claims from the GUC Cash Distribution Pool.
- Class 5 (“Interests in MUJI”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is N/A. The Plan leaves unaltered the legal, equitable and contractual rights to which such Holder is entitled on account of such interests.
On December 18, 2020, the Debtor's claims agent notified the Court of the Plan voting results [Docket No. 264], which were as follows.
- Class 3 (“General Unsecured Claims”): 11 claim holders, representing $12,597,421.96 (100%) in amount and 100% in number, voted in favor of the Plan.
- Class 4 (“RKJ Unsecured Claims”) 1 claim holder, representing $61,241,717.99 (100%) in amount and 100% in number, voted in favor of the Plan.
On August 11, 2020, the Court hearing the MUJI U.S.A. Limited case issued a final order authorizing the Debtor to (i) access a further $15.4mn in new money, debtor-in-possession (“DIP”) financing and (ii) roll-up $4.0mn of prepetition debt (provided in June 2020 by Ryohin Keikaku Co., Ltd, “RKC”) to see the Debtor through the run up to its Chapter 11 filing) [Docket No. 105]. RKC is also the Debtor’s parent/sole shareholder.
The total amount of DIP financing was $22.0mn: (i) $18.0mn of which was new money ($2.6mn made available by a July 14th interim order and $15.4mn by the final order) and (ii) the $4.0mn roll-up of the emergency bridge financing noted above.
The following documents were attached to the Disclosure Statement [Docket No. 217]:
- Exhibit A: Plan (separately filed at Docket No. 218)
- Exhibit B: Liquidation Analysis (separately filed at Docket No. 220)
- Exhibit C: Financial Projections (separately filed at Docket No. 220)
- Exhibit D: Tax Consequences (separately filed at Docket No. 220)
The Debtor filed Plan Supplements at Docket Nos. 247, 248, 250 and 251, and attached the following documents:
- Exhibit A: Composition of the Initial Board of Directors and Initial Senior Executive Officers of the Reorganized Debtor
- Exhibit B: New Organizational Documents
- Exhibit C: Schedule of Executory Contracts and Unexpired Leases to be Assumed, with Respective Cure Amounts (Amended at Docket No. 250 and 251)
- Exhibit D: Exit Facility Documents (Filed at Docket No. 248)
Events Leading to the Chapter 11 Filing
The Disclosure Statement notes, “…the Debtor opened the first of its stores in the United States in late 2007. The Debtor thereafter strategically expanded its footprint in the United States such that by December 31, 2019 the Debtor operated over twenty (20) stores in five states.
The Debtor experienced operating losses for each year since 2017, which losses were funded by an increase in the managed cash overdraft (discussed above) and issuance of common stock to RKJ. A large portion of these losses are directly attributable to the Debtor having expanded its footprint quickly and entered into expensive, above-market leases for numerous store locations.
The Debtor experienced continued operating losses in January and February 2020, and was struggling financially even prior to the outbreak of COVID-19. However, such issues were exacerbated by the COVID-19 pandemic as all of the Debtor’s stores were forced to close due to orders by various state and local authorities.
The Debtor ultimately determined that a proceeding under chapter 11 of the Bankruptcy Code was in the best interests of the Debtor and its stakeholders, with the intent of restructuring its operations and right-sizing its footprint, while also continuing to grow its online presence.
In preparation for a bankruptcy Filing, the Debtor negotiated with RKJ (in such capacity, the ‘DIP Lender’) to extend it debtor-in-possession financing consisting of up to $22.0 million in secured, delayed-draw term loans. The DIP Facility provided MUJI with timely access to liquidity while it restarted operations.”
Liquidation Analysis (See Exhibit 1 at Docket No. 233 for notes)
About the Debtor
According to Ryohin: "MUJI, first launched in December 1980 as a proprietary brand of Seiyu Store (now Seiyu GK) with 40 items primarily on food, is celebrating its 40th anniversary this year. During the past years, the number of products has been increased to around 7,000, and MUJI stores are now available in 31 countries and regions including Japan. MUJI products, which are produced by constantly returning to the starting point of "manufacturing no-frills quality products" and always taking into consideration the producers as well as the environment, have been enjoying continuous support from our customers around the world.
Based on our overall strategy of "To Serve a Purpose" for the people and society, today we are expanding beyond the concept of retailing to provide design for self-driving buses, collaborate on specialty food sales with local people in and outside Japan – seeking in all these efforts to revitalize local communities.
In a situation where uncertainties are expected to continue due to the enormous impact of the COVID-19 pandemic worldwide, we have been, and will continue to contribute to society as a sustainable global company that provides products and services trusted by people worldwide. We would very much appreciate the continued support and understanding of our stakeholders.
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