Vantage Travel receives confirmation of Chapter 11 liquidation plan

By Sarah Lizee

Olympia, Wash., Nov. 28 – Vantage Travel Services, Inc. received confirmation of its Chapter 11 plan of liquidation from the U.S. Bankruptcy Court for the District of Massachusetts, according to an order.

The plan was modified to address the court’s ruling concerning the extent to which customer claims are eligible for priority, the scope of permitted exculpation of the debtor, estate professionals and their representatives, implementation of the plan, and other matters.

The order said these changes don’t materially adversely change the treatment of claims under the plan for any creditor who has not accepted the modifications.

As background, the liquidation of the debtor’s estate has been accomplished mainly through a sale of the debtor’s business assets.

Specifically, the debtor sold the assets on Aug. 18 to Pacific Travel Partners, LLC (PTP) for $2 million in cash, and an earnout provision computed on certain revenues generated by PTP over the next five years.

In addition, PTP is providing a credit for future travel to the debtor’s customers equal to 100% of those customers’ claims against the debtor.

The plan provides for the creation of a creditor trust for the benefit of the debtor’s customers and unsecured trade creditors.

Chief among the creditor trust assets are possible claims and causes of action against third parties, principally avoidance actions arising under Chapter V of the bankruptcy code.

The class 1 claim consists of a portion of the secured claim of prepetition lender Henry R. Lewis and the Henry R. Lewis Trust. Subject to committee challenge rights and the resolution of any challenge proceeding, on the effective date, all assets of the estate that constitute prepetition lender collateral, other than the creditor trust assets, will be transferred to the prepetition lender with full power to collect, monetize, liquidate, sell, dispose or otherwise administer such assets and to use the proceeds thereof to reduce the amount of the prepetition lender claim.

Any deficiency claim following the monetization of the assets and reduction of the class 1 claim will constitute a class 6 general unsecured claim. The amount of the deficiency claim will be determined through an estimation proceeding or will be otherwise agreed to by the lender, creditor trustee and plan administrator.

The class 2 and class 3 claims, held by United States Surety Co. and American Contractors Indemnity Co., and Brookline Bank, Alitalia, Delta Air Lines and Societe Air France, respectively, are unimpaired.

For class 4, on the effective date, JPMorgan Chase Bank will pay up to $1.12 million of the customer deposit funds to Henry R. Lewis and the HRL trust on account of its secured claim in class 1, and the remaining balance after the satisfaction of the adequate protection liens and adequate protection super-priority claims, if any, will be paid to the creditor trust.

On and after the effective date, JPMorgan will retain the $1 million of remaining funds constituting the customer deposit funds and may exercise its setoff rights with respect to the JPMorgan setoff account up to the amount of its allowed claim arising out of the debtor’s customers’ ACH chargeback claims that have been properly honored by JPMorgan.

To the extent that there remain funds in the JPMorgan setoff account after July 13, 2025, JPMorgan will pay over the remaining funds to the prepetition lender on account of the prepetition lender claim to the extent of any adequate protection liens and adequate protection super-priority claims, and any remaining balance after the payment in full of the adequate protection liens and adequate protection super-priority claims shall be paid to the creditor trust.

To the extent that the amount of the JPMorgan ACH claim exceeds the amount of funds in the JPM setoff account, the excess claim will constitute a class 6 general unsecured claim.

Class 5 priority non-tax claims are unimpaired.

Each holder of a class 6 general unsecured claim will be deemed to hold a pro rata beneficial interest in the creditor trust. However, the amount of each customer claim (and therefore the value of any such beneficial interest) will be reduced by the amount of any travel credit that has been used or remains subject to use as of the date of the allowance or disallowance of the claim. And, at any time prior to the creditor trustee’s initial distribution (if any) to the holders of creditor trust interests, each holder of a customer claim may, on written notice to PTP and the creditor trustee, irrevocably waive any remaining unused portion of their travel credit, in which case the holder will be provided a creditor trust interest based on the amount of the travel credit that was waived.

Class 7 interests will be canceled with no distribution.

Vantage is a Boston-based river cruise, small ship cruise and escorted land tour operator. The company filed bankruptcy on June 29 under Chapter 11 case number 23-11060.

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