by Stephen Garner

Footwear maker The Rockport Group has announced that it intends to sell “substantially all” of Rockport’s assets to CB Marathon Opco, an affiliate of Charlesbank Equity Fund IX.

The transaction with Charlesbank is intended to “ensure the continuation of Rockport’s deep heritage and great brands, and provides a clear path forward for the company by focusing on its global wholesale, independent and e-commerce operations,” a statement from the company said. “With the alignment of its operations and the financial strength, consumer expertise and support of Charlesbank, Rockport will be better positioned in today’s evolving retail landscape.”

To facilitate the sale, Rockport and its U.S. and Canadian subsidiaries today filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for Delaware. The transaction is being undertaken pursuant to Section 363 of the U.S. Bankruptcy Code. Accordingly, Charlesbank will serve as the “stalking horse bidder” in a court-supervised sale process, and the agreement is subject to higher and better offers, among other conditions.

All of the company’s businesses around the world currently are open and operating in as normal. Rockport has obtained $20 million in new-money debtor-in-possession (“DIP”) financing from its existing noteholders, which, in addition to its existing $60 million credit facility, will provide the company with liquidity to maintain its operations through the sale process. The company has filed a series of first day motions seeking authorization to pay employee wages and benefits, honor customer commitments and otherwise manage its day-to-day operations in the ordinary course through the sale process.

Rockport expects to pay for all goods and services delivered on or after May 14, 2018 in the normal course. Payment for goods and services delivered prior to the filing will be addressed through the Chapter 11 process. Under the terms of the agreement, Charlesbank will assume responsibility for payment of certain pre-petition obligations to product suppliers of the acquired assets. This will enable the company to maintain the long-standing supplier and vendor partner relationships that are essential to the success of Rockport’s business, and help ensure seamless continuity of the manufacturing and delivery of merchandise.

The agreement with Charlesbank includes Rockport’s global wholesale assets, e-commerce platform and retail operations in Asia and Europe. In addition, Charlesbank will have the opportunity to evaluate Rockport’s North American retail operations and determine whether it will pursue an acquisition of certain of these locations. In this regard, Rockport is seeking court authorization to close the North American retail stores that are not acquired by Charlesbank or another party. Details about such store closings will be provided by Rockport at a later date.