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May 22, 2023 – The Court hearing the Nielsen & Bainbridge cases issued an order authorizing the Debtors to amend their existing debtor-in-possession (“DIP”) financing arrangements to increase new money borrowings by $6.3mn, with the further DIP borrowings comprised of: (i) an additional $1.7mn of new money borrowing headroom under the DIP financing facility generally and (ii) $4.6mn earmarked to fund the Debtors going concern Quoizel business [Docket No. 471, with the Amended DIP Credit Agreement attached at Exhibit 1].
The additional financing also comes with a 3:1 roll-up (ie $5.1mn) of the $1.7mn of unrestricted new money funding.
With a February 10th interim DIP order and a March 6th final DIP order, the Debtors were earlier given authority to access up to $10.0mn, and then $30.0mn, of new money and roll-up an equivalent amount of prepetition debt.
Ironically, the need for extra funding reflects bad news, ie that going concern hopes for the Debtors business holistically have noe been dashed with the Debtors' Chief Transformational Officer Amy Lee summing up: "Despite efforts to reorganize the entire business, it became clear in late April that a reorganization of the Debtors’ entire business was highly unlikely. The emergence capital requirements were greater than anticipated, and no agreeable solution could be found. Then, on April 27, 2022, the ABL Lenders sent the Debtors a notice of default and cash collateral termination event in accordance with the Final Order.
The Debtors' requesting motion provides more background as to the additional DIP financing: "When the Debtors commenced these chapter 11 cases over three months ago, their aim was to reorganize the entire business as a going concern. Unfortunately, the Debtors will not be able to meet that goal with respect to the entire business as the emergence capital need for the entire business was greater than anticipated. Significantly, the Initial Plan Sponsors are working towards keeping the Debtors’ hardwired lighting business—operating under the Quoizel Lighting brand—operating as a going concern, and the Debtors and the Initial Plan Sponsors are working to facilitate a reorganization around Debtor Quoizel, LLC in the coming weeks….But the ABL Lenders are not consenting to any additional use of their cash collateral to make payments to support the ongoing Quoizel business under the current circumstances. Accordingly, by this Motion, the Debtors seek authority to upsize the new-money component of the DIP Facility by $1.7 million, which will be available immediately upon entry of an order approving the Motion, for the purposes of the Initial Plan Sponsors funding the Quoizel business. Additionally, the Debtors seek authority to enter into a further amendment or amendments to the DIP Facility to increase the DIP Facility loans for the purposes of funding the Quoizel business on an as needed and as agreed basis by an additional $4.6 million in the aggregate (for a total potential increase under this Motion of $6.3 million in new money). Any additional amendment(s) will be on the same terms as the proposed DIP Amendment (as defined herein).
This incremental financing will be used for the specific purpose of funding payments related to the Quoizel business, including wages, overhead, and vendor payments (the “Designated Purpose”). The ABL Lenders are allowing those funds to be funded into a bank account which may otherwise by subject to the deposit control agreement but used for the Designated Purpose.
With respect to the Debtors' other business operations, the Debtors and the ABL Lenders are working through an orderly wind-down plan that will allow the Company to continue selling its existing inventory to customers and pay employee and overhead obligations as they come due.
The DIP Facility approved by the Court provided for $30 million in new liquidity. On April 4, 2023, the Debtors were fully drawn on the DIP Facility. To date, the Debtors, with consent from the ABL Lenders, have utilized cash from receipts from ongoing sales to make necessary employee, vendor, and overhead payments and have preserved cash by limiting vendor payments for future orders and other non-essential payments as they work with their lenders on a path forward. But, in light of the wind-down of part of the Debtors’ business and the lack of consent for continued use of the ABL Lenders’ cash collateral for funding Quoizel under the current circumstances, the Debtors need additional financing now in order to preserve the opportunity for a sale or reorganization of the Quoizel business, which would save approximately 125 jobs. Additionally, the DIP Credit Agreement included certain Milestones—including entry of a confirmation order no later than fifty days after the Petition Date and reaching the Plan’s effective date no later than sixty days after the Petition Date—that have not been satisfied. The DIP Amendment provides a limited forbearance of the ongoing defaults related thereto."
On February 8, 2023, Nielsen & Bainbridge, LLC and 13 affiliated debtors (dba NBG Home*, “NBG” or the “Debtors”) filed for Chapter 11 protection noting estimated assets between $100.0mn and $500.0mn; and estimated liabilities between $500.0mn and $1.0bn ($413.0mn of funded debt). At filing, the Austin, Texas-based Debtors, "a leading global designer, manufacturer and marketer of affordable home décor products," highlighted their reliance on Chinese-sourced goods (95%), and the correspondingly significant impact of the China "trade war" and COVID-driven increases (peaking at a 400% rise) in shipping costs.
*Sycamore Partners acquired NBG Home from Kohlberg & Company, L.L.C. in April of 2017.
Further to the Debtors’ restructuring support agreement (the “RSA”), Silver Point and KKR have also agreed to serve as a stalking horse bidder and to purchase the emerged Debtors’ New Common Stock for an amount comprised of ”Allowed DIP Claims [up to $60.0mn] as of the Effective Date, plus the total amount outstanding under the ABL Facility [$58.2mn].”
On February 9th, the Debtors filed their Plan and Disclosure Statement, with the latter approved for solicitation purposes on March 1st.
Also on February 9th, the Debtors filed a bidding procedures motion, which seeks approval of bidding procedures in relation to a sale of the reorganized Debtors’ equity (the “New Common Stock”) with the DIP Lenders having agreed to serve as stalking horse. On March 1st, the Court issued a bidding procedures order.
Key Terms of DIP Facility (as revised by May 22nd order)
- DIP Borrower: KNB Holdings Corporation
- DIP Guarantors:
- NBG Topco Holdings Inc.,
- NBG PropCo LLC,
- NBG Intermediate Holdings Inc.,
- N&B Industries, Inc.,
- Nielsen & Bainbridge, LLC,
- Design Solutions International, Inc.,
- Cheyenne Products LLC,
- Dwell & Decor Outdoor LLC,
- Home Decor Holding Company, Patton Picture Company, Jimco Lamp & Manufacturing Company, Quoizel, LLC,
- and Dwelling & Decor, LLC.
- DIP Lenders: Certain entities advised by, managed by, or affiliated with KKR Credit Advisors (US) LLC and Silver Point Capital, L.P.
- DIP Commitments : The DIP Facility consists of a secured, superpriority, priming debtor-in-possession multidraw term loan facility with a maximum principal availability of $71.1m ($60.0mn originally), to be funded as follows:
- $10 million upon the Bankruptcy Court’s entry of an interim order approving the DIP Facility;
- $20 million upon the Bankruptcy Court’s entry of the Final Order and other conditions in the DIP Credit Agreement; and
- “roll-up” term loans equal to $30 million, whereby Prepetition 1L Obligations shall be converted into DIP Roll-Up Loans on a dollar for dollar basis based on the amount of New Money DIP Term Loans actually funded and on such day as the New Money DIP Term Loans are actually funded.
- Amounts paid or prepaid under the DIP Facility may not be reborrowed. For the avoidance of doubt, any Roll-Up Amount may not be reborrowed.
- with the amended order, (i) $1.7mn of unrestricted new money, (ii) an additional $5.1m roll-up and (iii) up to $4.6mn to fund Quoizel business.
- New Money: $31.7mn ($10.0mn with interim order, a further $20.0mn with final order and $1.7mn with amended final order). Up to $4.6mn of additional funding now available to support Quoizel business.
- Roll-up: $35.1mn The firts $30.0mn came with a 1:1 roll up with the additional $1.7mn coming with a 3:1 roll-up
- Interest Rate: SOFR+10% per annum and shall be paid monthly in kind. SOFR shall be determined based upon 3-month tenors and shall be subject to a floor of 1%.
- Default Interest: 2% above applicable rate
- Maturity: means the earliest of (i) the date that is two (2) months following the Closing Date, (ii) the effective date and the date of the substantial consummation (as defined in section 1102(2) of the Bankruptcy Code) of an Approved Plan of Reorganization that has been confirmed by an order of the Bankruptcy Court (the “Plan Effective Date”), (iii) the consummation of a sale or other disposition of all or substantially all of the assets of the Debtors under Section 363 of the Bankruptcy Code; (iv) the date the Bankruptcy Court orders the conversion of the bankruptcy case of any of the Loan Parties to a Chapter 7 liquidation, (v) the acceleration of the Loans or termination of the Commitments under the Facility, including as a result of the occurrence of an Event of Default, (vi) the date that is 35 days after the Interim DIP Order Entry Date if the Final DIP Order Entry Date shall not have occurred by such date and (vii) the date of consummation of one or more sales that, in the aggregate, constitutes a sale of all or substantially all of the DIP Collateral (as defined in the Bankruptcy Court DIP Order). If such date is not a Business Day, the immediately succeeding Business Day.
- Commitment Premium. The DIP Lenders shall receive a PIK premium totaling 5.0% of their DIP Commitments with respect to the New Money DIP Term Loan, payable on a pro rata basis in proportion to the amounts of the New Money Term Loan funded upon entry of the Interim Order and upon entry of the Final Order.
- Use of Proceeds: The proceeds of the DIP Facility will be used strictly in accordance with the terms of the Approved Budget, including:
- to pay (i) Allowed Professional Fees (as defined in the DIP Credit Agreement) and other restructuring charges arising on account of these chapter 11 cases, including statutory fees of the U.S. Trustee and allowed professional fees and expenses of a Committee (as defined in the DIP Credit Agreement), and (ii) all professional fees and expenses (including legal, financial advisor, appraisal, and valuation-related fees and expenses) incurred by the DIP Agent and/or the DIP Lenders as provided under the DIP Facility, including those incurred in connection with the preparation, negotiation, documentation, and court approval of the DIP Facility, and
- to provide working capital, and for other general corporate purposes of the Debtors, and to pay administration costs of these chapter 11 cases and claims or amounts approved by the Bankruptcy Court.
- Milestones: The DIP Loan Documents shall contain the following milestones (NB: the amended final DIP order includes a forbearance in respect of Plan confirmation and effectiveness dates noted below):
- The Debtors shall file an acceptable plan of reorganization and related disclosure statement; on February 9, 2023.
- The Bankruptcy Court shall enter the Interim DIP Order; no later than three (3) days after the Petition Date.
- The Debtors shall have entered into new or amended terms with vendors in a sufficient number and on terms and conditions necessary to support the Debtors’ business, in each case, that are acceptable to the Debtors and the Required DIP Lenders; no later than thirty (30) days after the Petition Date.
- The Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance satisfactory to the Required DIP Lenders; no later than seventeen (17) days after the Petition Date.
- The Bankruptcy Court shall have entered a Final Order; no later than thirty-five (35) days after the Petition Date.
- The Bid Deadline (as defined in the Restructuring Support Agreement) shall have occurred; no later than forty (40) days after the Petition Date.
- The Auction (as defined in the Restructuring Support Agreement), if needed, shall have occurred; no later than forty-two (42) calendar days after the Petition Date.
- A hearing to consider confirmation of an acceptable plan of reorganization shall have occurred; no later than forty-five (45) days after the Petition Date.
- The Bankruptcy Court shall have entered a final order, in form and substance satisfactory to the Required DIP Lenders, confirming an approved plan of reorganization; no later than fifty (50) days after the Petition Date.
- The plan effective date shall have occurred. no later than sixty (60) days after the Petition Date.
Upon the failure of the Debtors to satisfy any of the milestones set forth above which has not been waived or extended by the Required DIP Lenders, the Required DIP Lenders shall have the option to require the Debtors to initiate a process to market and sell substantially all of their assets, which process shall be acceptable to the Required DIP Lenders and the Debtors (a “Toggle Event”).
Upon a Toggle Event, the Milestones set forth above that occur after such Toggle Event shall be replaced in their entirety by the following milestone:
- The Bankruptcy Court shall have entered an order approving the sale of substantially all of the Debtors’ assets, which order shall be acceptable to the Required DIP Lenders; no later than twenty-eight (28) days after the Toggle Event.
DIP Financing Background
The DIP Motion
The Debtors' requesting motion [Docket No. 20] states: “The Debtors commenced these chapter 11 cases to save the NBG Home business— including over 700 jobs—through consummation of the restructuring transactions described in the First Day Declaration. Because the Debtors were effectively out of cash as of the Petition Date, the debtor-in-possession financing contemplated by the Restructuring Support Agreement and this Motion is essential for the Debtors to operate their businesses during these chapter 11 cases, run a value-maximizing sale process, and confirm a chapter 11 plan.
As committed in the Restructuring Support Agreement, certain affiliates of KKR Credit Advisors (US) LLC and Silver Point Capital, L.P. (collectively, the ‘DIP Lenders’) have agreed to provide the Debtors with a $60 million ($30 million new money (the ‘New Money DIP Term Loans’)) super-priority, multiple draw debtor-in-possession term-loan (the ‘DIP Facility’), of which $10 million will be available upon entry of the Interim Order (the ‘Interim Draw’)FN4, and the remainder will be available upon the entry of the Final Order (subject to certain conditions). The DIP Facility includes a ‘roll up’ of up to $30 million of the Prepetition 1L Obligations held by the DIP Lenders (as defined in the Interim Order), which will convert into DIP Obligations (the ‘DIP Roll-Up Loans’)FN5. The DIP Facility is critical both to the Debtors’ ability to operate in these cases and to the Initial Plan Sponsor’s support for the Restructuring Support Agreement. Significantly, the Prepetition ABL Lenders are allowing the Debtors to use their cash collateral on a consensual basis (on the terms set forth in the Interim Order).
The DIP Financing is the product of extensive negotiations over the last two weeks. During that time, the Debtors and DIP Lenders (through their respective advisors) exchanged multiple drafts of the DIP term sheets and held multiple phone conferences negotiating the terms of the DIP Facility and related matters. The DIP Facility will provide the Debtors with access to the amount of capital that the Debtors, in consultation with their advisors, believe is necessary to effectively and efficiently administer these chapter 11 cases on the proposed timeline.
While negotiating with the Debtors’ existing lenders, the Debtors, with the assistance of Guggenheim Securities, LLC (‘Guggenheim Securities’), explored opportunities for in-court financing, including engaging with third-party financing sources to determine the availability of third-party financing either on a priming or junior-lien basis. The Debtors, with the assistance of Guggenheim Securities, contacted 11 third-party financial institutions and five executed confidentiality agreements and received materials related to, among other things, the Debtors’ financials, business plan, and organizational structure. Unfortunately, the Debtors did not receive any financing proposals on account of this marketing process. The proposed DIP Financing is the only option available to the Debtors.
If approved, the proposed DIP Facility will provide the Debtors with access to much needed liquidity that will enable the Debtors to, among other things, honor employee wages and benefits, procure goods and services, fund general and corporate operating needs and the administration of these chapter 11 cases, and, most importantly, preserve and maximize the value of their assets for the benefit of all parties in interest, in each case in accordance with the agreed upon Initial DIP Budget…”
FN4: $5.7 million of the Interim Draw will be available as of the Closing Date (as defined in the DIP Credit Agreement) and the remainder of the Interim Draw will be available prior to entry of the Final Order (subject to certain conditions).
FN5: The DIP Lender’s Prepetition 1L Obligations will roll up into DIP Roll-Up Loans on a dollar-for-dollar basis as New Money DIP Loans are funded to the Debtors.
As of the Petition date, the Debtors have approximately $413.3mn in total funded debt, consisting of the following:
- ABL Credit Agreement. The Debtors are party to an April 2017 ABL Credit Agreement further to which they were provided with an asset-based revolving credit facility in an aggregate principal amount of $75.0mn, with Wells Fargo serving as administrative agent and collateral agent for the ABL Lenders. The ABL Credit Facility matures on July 9, 2026, and as of the Petition Date approximately $58.2mn is outstanding under the facilty
- First Lien Initial Term Loan. The Debtors are party to an April 2017 First Lien Credit Agreement, with Deutsche Bank AG New York Branch as administrative and collateral agent for the First Lien Term Loan Lenders. The “First Lien Term Loans” mature on April 26, 2024 and as of the Petition date, $282.0mn is outstanding on the loans.
- Second Lien Term Loan. The Debtors are party to an April 2017 Second Lien Credit Agreement, with Cortland Capital Market Services LLC as administrative and collateral agent for the Second Lien Term Loan Lenders. The “Second Lien Term Loans” mature on October 26, 2024 and as of the Petition date, $73.0mn is outstanding on the loans.
The following table summarizes the Debtors’ prepetition capital structure:
Petition Date Highlights
- Sycamore Partners-Controlled Home Décor Leader Files for Bankruptcy with $413.0mn of Funded Debt and $82.0mn of Trade Payables
- Highly Reliant on Chinese Goods (95%), Debtors Cite China Trade War and 400% Increase in Shipping Costs
- Restructuring Support Agreement Executed Amongst Sycamore Partners, First Lien Debt Holders (@52% support of $282.0mn outstanding) and Second Lien Debt Holders (100%)
- Silver Point and KKR to Serve as Initial Plan Sponsors and Stalking Horse (Bid to Cover "At Least" Outstandings Under $60.0mn DIP and $58.2mn Owed Under Prepetition ABL Facility)
- Debtors, Down to Last $2.0mn of Liquidity, Line Up $60.0mn DIP Facility ($30.0mn New Money) from First Lien Lenders
- Debtors File Plan and Disclosure Statement, with Just 52% of First Lien Support Shy Away from "Pre-Arranged" Characterization
Goals of the Chapter 11 Filing
"The Restructuring Transactions embodied in the Restructuring Support Agreement and the Plan will enable the Debtors to substantially reduce their funded-debt obligations and to emerge from the Chapter 11 Cases on an expedited basis with a right-sized balance sheet and a streamlined business model poised for success
in a dynamic retail environment."
Plan and RSA Overview
The Disclosure Statement provides: "In order to capitalize on the Debtors’ prepetition marketing efforts, the Plan contemplates a sale of 100% of the New Common Stock to either (a) certain funds affiliated with Silver Point Capital, L.P. ('Silver Point') and KKR Credit Advisors (US) LLC ('KKR'), which have agreed to serve as initial plan sponsors (the 'Initial Plan Sponsors'), or (b) a prospective third-party purchaser that submits a bid pursuant to the Bidding Procedures that the Debtors determine, in their reasonable business judgment, to be higher or otherwise better. To establish a minimum bid and facilitate the Marketing Process on a postpetition basis, the Initial Plan Sponsors have committed to purchase 100% of the equity in Reorganized NBG (the 'New Common Stock') for an amount in cash at least equal to the total amount of Allowed DIP Roll-Up Claims attributable to the initial principal amount of DIP Roll-up Loans, plus any Additional Cash Amount (the 'Stalking Horse Bid'). Consideration for the Stalking Horse Bid shall equal the total amount of Allowed DIP Claims as of the Effective Date, plus the total amount outstanding under the ABL Facility as of the Plan Effective Date. (such consideration, collectively, the “Stalking Horse Bid Consideration”). Should the Debtors receive a higher or otherwise better bid, any value above the Stalking Horse Bid Consideration ('Additional Value') will be distributed as set forth in the Plan; in the event that such a bid does not materialize, the Debtors will consummate a sale transaction with the Initial Plan Sponsors."
Restructuring Support Agreement
The Disclosure Statement provides: "The restructuring support agreement [attached at Exhibit C, the "RSA"]… enjoys the support of (a) the Debtors’ current equity holder, Sycamore Partners Management, L.P. collectively with its affiliated investment funds and affiliates and portfolio companies of the foregoing (collectively, 'Sycamore,' or the 'Sponsor'), (b) certain holders representing over 52% of the aggregate principal amount outstanding under the Debtors’ first lien term loan facility…(the 'First Lien Term Loan,' and such holders, the 'Consenting First Lien Term Loan Lenders'), (c) certain holders representing 100% of the aggregate principal amount outstanding under the Debtors’ second lien term loan facility…(the 'Second Lien Term Loan,' and such holders, the 'Consenting Second Lien Term Loan Lenders'); and (d) certain holders representing 100% of the aggregate principal amount outstanding under the ABL credit facility …(the 'ABL Facility,' and such holders, the 'Consenting ABL Lenders')."
Events Leading to the Chapter 11 Filing
The Disclosure Statement provides: "The onset of the COVID-19 pandemic and its aftermath—including a challenging market environment, supply chain disruption, and increasing freight costs—created a difficult operating environment for the Debtors over the past two years. Freight costs, at their peak, soared nearly 400% at their peak from a pre-COVID average of $5,000 to over $19,500 per shipping container. Delays brought about by supply chain disruption caused a seasonal misalignment as many products arrived too late for the intended season. In addition, the U.S.-China trade war has amplified these challenges by indirectly passing tariff costs on to the Debtors and further raising the fixed costs of importing internationally sourced materials and products. Finally, the Debtors have experienced the 'second wave' effect of COVID-19 as consumer demand has declined in the face of inflationary pressure. The cumulative effect of these events has been to depress revenues as costs increased, severely undercutting profitability.
Faced with these challenges, the Debtors and their advisors have spent the past half year analyzing options for addressing long-term maturities on their funded-debt facilities while continuing to fulfill short-term obligations to vendors, customers, and other business partners. In addition to taking other practical steps, the Debtors made significant progress toward stabilizing operations by performing extensive, data-driven analyses to right-size their product catalogue, overhead, and profitability. Short-term cash flows declined unexpectedly in mid-January 2023, however, when Wells Fargo Bank, N.A. ('Wells Fargo') notified the Debtors that it would no longer be purchasing accounts receivables pursuant to the account purchase agreement between the parties. With the need for cash growing more pressing by the day, the Debtors began proactively engaging with their key stakeholders to discuss the terms of a comprehensive restructuring transaction."
Drilling down on the "trade war," the Debtors provide: "NBG Home, with approximately 95% of purchase orders coming from China, could not escape the economic impact of the trade war. The tariffs incurred by the shipping vendors were passed on to NBG Home as a function of the shipping agreements. The trade war directly affected Company revenues from 2018 to 2019. During that time period, EBITDA decreased from $69 million in 2018 to $25 million in 2019. The impact of the trade war continues to create increased costs for the company today."
On COVID and shipping costs, the Debtors continue: "The Debtors experienced three long-lasting side effects as a result of COVID-19.
First, region-wide quarantines, the shuttering of physical stores, and the general closure of public spaces slowed the demand for the Debtors’ goods from select retail partners in the home goods space. These business lines were slow to recover—in general, online spending simply did not compensate for onsite spending for these retail stores as end consumers sought goods from specialized online sellers. For brick-and-mortars retailers already navigating formidable obstacles in the digital age, the transition to a predominantly work-from-home environment exacerbated these issues. The Debtors experienced the “second wave” resulting from the reduced consumer demand due to inflationary pressure. As the Debtors’ retail partners saw demand fall, they did not meet their expected sell-through of NBG Home product, resulting in excess inventory on their shelves. In turn, many customers, such as TJX and At Home, significantly reduced orders from the Company in order to sell through the excess inventory.
Second, a few months into the pandemic, the company saw fixed costs rise in dramatic fashion. NBG Home sources most goods internationally and ships them to the United States. The COVID-19 pandemic created unusually heightened freight costs in 2020 and 2021. During this time, the average container price across all ports of entry increased nearly fourfold from approximately $5,000 per shipping container in January 2021 to a peak of approximately $19,500 in October 2021.
Third, not only the did the price of shipping go up, but so did the arrival time of products. The pandemic caused additional labor shortages and impacted nearly every component of Debtors’ supply chain. The delay led to a backlog of shipments later on when satisfying the pent-up demand. The backlog meant the Debtors were not able to satisfy seasonal demand on time which severely affected sales."
The Debtors' declaration in support of first day motions adds: "In response to these challenges, the Company took a proactive data-driven approach to right-size their product assortment and overhead and restore profitability. While the Debtors’ management believes in this turnaround plan and it forms the basis of the go-forward business, the Company ultimately did not have the liquidity to fully implement and execute on its plan. As of the Petition Date, the Debtors have over $413 million in funded indebtedness and approximately $82 million in outstanding trade payables, but only approximately $2 million in available liquidity."
A timeline setting forth the Debtors’ numerous prepetition efforts to deleverage their balance sheet and offset increasing operating and financial pressures, as described above and in greater detail herein, is as follows:
About the Debtors
According to the Debtors: “Headquartered in Austin, Texas, NBG Home is the largest provider of affordable home décor products, including lighting, accent furniture, soft goods, wall décor, frames and other categories marketed under brands such as Pinnacle, Jimco, Patton, Plantation Patterns, THRO and its most recent acquisition Quoizel. Through its leading research, innovation and product development capabilities, NBG Home offers trend-right products at affordable price points, and serves a wide variety of retail partners, including mass merchants, specialty stores, discount stores, home centers, warehouse clubs, and internet retailers."
The Disclosure Statement adds: "The Debtors are…a key supplier of affordable home décor in the United States across a portfolio of product categories, including, among others, lighting, accent furniture, soft goods, wall décor, and frames marketed under brands such as Pinnacle Frame & Accents, Jimco Lamps & Home Decor, Patton Wall Decor, Plantation Patterns, and Quoizel Lighting. A true end-to-end service provider, the Debtors’ omni-channel business model facilitates partnerships with brick-and-mortar and eCommerce retailers from design and development to logistics and fulfillment. Today, the Debtors are the only business in the affordable home décor industry that offers domestic, direct import, port of entry, and drop-ship delivery logistic solutions, positioning the Company as a one-stop solution for its retail customers. The Debtors own certain manufacturing centers in Alabama, and otherwise lease offices, distribution centers, and manufacturing centers in Alabama, Arkansas, California, Illinois, Mississippi, North Carolina, New York, South Carolina, and Texas. The Debtors primarily provide shipping and logistics services by connecting principally internationally sourced goods with mass, wholesale, and online retailers. The Debtors are headquartered in Austin, Texas, and employ approximately 730 individuals."
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