Proposed Chapter 11 363 Sale of Thornton & Company, Inc. Assets to Axxom LLC; Subject to Overbid at Auction

Polymer resin broker agrees to sell substantially all assets to Axxom LLC for $3.7 million; Competing Qualified Bids to be accepted through November 19.

Nov 03, 2015, 18:19 ET from Thornton & Company, Inc.

SOUTHINGTON, Conn., Nov. 3, 2015 /PRNewswire/ -- Thornton & Co., Inc. ("TCI" or the "Company"), a plastics distributor and brokerage firm specializing in the distribution of polymer resins, announced today that it has entered into an asset purchase agreement ("APA") with Axxom LLC ("Axxom") whereby Axxom will acquire substantially all of the business of TCI pursuant to Section 363 of the Bankruptcy Code, subject to the receipt of higher or better offers.

"We are gratified with the market interest in investing in TCI and very pleased that Axxom has faith in our ability to once again run a thriving business that allows us to service our valued suppliers and customers", commented Paul Thornton, TCI's founder and Chief Executive Officer.

The proposed transaction is subject to a Section 363 bankruptcy auction, where qualified bidders may seek to overbid the Axxom bid, and that auction is expected to take place on November 23, 2015 (see below for details).

If Axxom is the winning bidder, it is expected that TCI will resume normal-course resin brokerage operations as a part of Axxom. 

The bidding procedure documents filed with the Court contemplate a Court-supervised auction process that is designed to achieve the highest or best offer for TCI's assets.  

Under the terms of the APA, Axxom will acquire the inventory, PP&E, and intellectual property assets of TCI for $3.7 million (inclusive of $1 million from TCI Management) plus an "earn-out" provision for the benefit of the Chapter 11 estate.  The Company's accounts receivable and other litigation assets will not be acquired by Axxom under the terms of the APA. The initial minimum overbid amount is $175,000.

TCI has proposed that the Bankruptcy Court schedule the auction for November 23, 2015 at 10:00 a.m. EST at the William R Cotter Federal Building, located at 450 Main Street Hartford, CT 06103. The proposed auction is subject to receiving Qualified Bids by the deadline of November 19, 2015 at 4:00 p.m. EST. A sale hearing confirming the purchase is expected to be held the immediately after the closing of the auction.

Parties interested in participating in the bidding process should contact TCI's investment bank, Gordian Group LLC, for additional information. Formal inquiries should be addressed to Liam Ahearn (lda@gordiangroup.com) and Thomas McCarthy (tcm@gordiangroup.com), who can also be reached telephonically at 212-486-3600. A signed copy of the APA and other documents relevant to the sale and auction can be found here.

Green & Sklarz LLC and Pullman Conley LLC are serving as legal advisors to TCI.  Gordian Group LLC is the Company's financial advisor and investment banker.

SOURCE Thornton & Company, Inc.