Automotores Gildemeister’s noteholder support agreement OK’d

By Sarah Lizee

Olympia, Wash., April 28 – Automotores Gildemeister SpA received court approval of an additional noteholder support agreement, which adds noteholder Baion Group LLC to the agreement and modifies treatment of unsecured noteholders under the company’s plan, according to an order filed Wednesday with the U.S. Bankruptcy Court for the Southern District of New York.

Automotores Gildemeister had originally entered into a restructuring support agreement with holders of about 90.9% of its outstanding 7½% notes due 2025.

The debtors had negotiated with Baion, a holder of the 7½% notes and unsecured legacy notes, regarding treatment of claims under the debtors’ proposed plan. However, on April 14, Baion filed an objection to the debtors’ solicitation procedures scheduling motion, and subsequently served discovery requests relating to its anticipated objections to the plan and disclosure statement.

As a result of continued negotiations between the debtors, Baion and the consenting noteholders, the parties agreed to certain modifications of the plan, resolving Baion’s anticipated objections to the plan. Then, on April 22, Baion executed the additional noteholder support agreement.

Baion has agreed to vote to accept the plan as modified and grant releases, and withdraw any discovery requests it has previously served.

Under the modified plan, holders can elect to receive either:

• $0.1939 in principal amount of new junior tranche secured notes for each $1.00 of allowed claims; or

• $0.1939 in cash for each $1.00 of allowed claims, subject to a total aggregate cap of $3 million, and $0.1939 of new junior tranche secured notes for each $1.00 of allowed claims for which no cash distribution was made due to the cash distribution cap.

No holder of allowed unsecured notes and related party claims will receive a recovery more than $0.1939 in cash and new junior tranche secured notes combined for each $1.00 of their allowed claims.

“With the addition of Baion, the debtors have achieved overwhelming support of the plan among holders of claims in classes 4 and 5,” the company said in its motion.

Automotores Gildemeister is a Santiago, Chile-based vehicle importer and distributor primarily in Chile and Peru. The company filed bankruptcy on April 12 under Chapter 11 case number 21-10685.

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