Judge Isgur further stated that the plan doesn’t meet the standards under section 1129 of the Bankruptcy Code and that it’s so one sided that if this is the plan the debtors bring to their confirmation hearing, the judge “won’t even start the hearing” because he will just deny it. He encouraged the parties to continue to negotiate with each other to bring a consensual plan to the confirmation hearing.

A confirmation hearing is scheduled for 7 October.

Amended plan details

Incora amended its plan following Judge Isgur’s earlier ruling on a controversial prepetition transaction and after a status conference in early August where the parties attempted to clarify what the judge’s ruling meant for the debtors’ capital structure.

That ruling found that $250m of new money injected into the aerospace supplier in a 2022 uptiering transaction was unauthorized because it violated bond indentures governing the debt. The decision was a win for lenders such as JPMorgan and BlackRock that were excluded from the transaction and a blow to Incora’s financial sponsor Platinum Equity as well as deal participants Pimco and Silver Point.

The amended plan made changes to class 4 (1L notes claims) and a newly created class 6 (2026 notes claims). The 2026 notes claims were originally treated as general unsecured claims, but are now classified separately as secured claims and are treated pari passu with the secured portion of the 1L notes claims. Class 7c (2024 unsecured notes claims) is also newly created and will receive ratable treatment in the event they are determined to be secured in connection with an appeal of Judge Isgur’s ruling.

In addition to creating new classes, the amended plan also updated recoveries, including an adjustment to distributions for the 1L notes claims and the 2026 notes claims, as well as the creation of a mechanism to provide for the adjustment of recoveries in the event that an appeal of Judge Isgur’s ruling is successful. Recoveries for general unsecured claims and the 2024 unsecured notes claims will be economically equivalent, or potentially better than the proposed recovery under the prior plans.

Recoveries for the classes are:

• ABL claims — full payment in cash
• DIP notes — outstanding principal and exit premium to be exchanged into equivalent amount of new exit notes (approximately $324m in principal); other DIP financing claims to be repaid in cash
• 1L notes claims and 2026 notes claims — pro rata share of (a) $420m in principal amount of new takeback notes and (b) not less than 96.9% of new common equity, subject to adjustment based on cash payment of fees and expenses debtors have to pay 2026 notes professionals; claims do not include any 1L notes claims on account of new money unsecured notes
• Holders of 1L notes claims only will receive an additional pro rata share of up to 1.4632% of new common equity on account of any new money unsecured notes
• General unsecured claims — pro rata share of 1.5967% of new common equity; claims include allowed 2027 unsecured notes claims and allowed 2024 unsecured notes claims

The plan supplement also contains an outline of the appellate adjustment mechanism, which provides for the reallocation of recoveries in the event that any appeal of Judge Isgur’s ruling is successful. Recoveries for the 1L notes claims, 2026 notes claims and 2024 unsecured notes claims will be subject to increase or decrease, on account of the appellate adjustment mechanism.

Upon exit from Chapter 11, the plan provides that the company will have a up to $600m new asset-based revolver, $324m of new exit notes, $420m of new takeback notes and new common equity.

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