SSG Advises ICON Aircraft in the Sale of Substantially All Assets

SSG Capital Advisors served as the investment banker to ICON Aircraft in the sale of substantially all assets to an affiliate of Dürkopp Adler (DA). The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in June 2024.

ICON faced liquidity constraints driven by rising input costs, supply chain disruptions, certification delays and disputes with management and shareholders. These issues required the company to borrow additional capital from investors and led to an unsustainable capital structure.

SSG was retained in August 2023 as ICON’s exclusive investment banker to conduct a comprehensive marketing process and solicit interest from new investors or a sale of the business. No party was willing to move forward with an investment outside of a bankruptcy process, so, in an effort to preserve ongoing operations, ICON filed for relief under Chapter 11 in April 2024 to pursue a sale of the company’s assets.

In preparation for the company’s filing in April 2024, SSG was tasked with securing debtor-in-possession (DIP) financing to fund the bankruptcy sale process. SSG contacted a variety of potential alternative lenders, including third-party financial institutions experienced in distressed lending and financing, as well as existing unsecured lenders and shareholders. Although several parties considered the opportunity, FeiRen International was the only lender to submit a term sheet for a DIP facility, which was ultimately approved by the bankruptcy court.

Once the DIP financing was secured, SSG commenced a post-petition marketing process and re-solicited interest for a sale of the company’s assets. After extensive diligence coordination and negotiations, an asset purchase agreement submitted by DA was approved as the stalking horse bid. Following an expedited re-marketing of the stalking horse bid and the receipt of one additional qualified overbid, an auction was held. After multiple rounds of bidding at the auction and subsequent bids made the night before the sale hearing, the stalking horse bid was increased by over 20%, and the debtors ultimately deemed the final bid from DA to be the highest and best offer. The sale to DA was approved by the bankruptcy court in June 2024 and closed thereafter receiving Chinese government approval required due to DA’s Chinese parent company.

Other professionals who worked on the transaction include:

Samuel A. Newman, Vijay S. Sekhon, Charles M. Persons, Banks Bruce, Feifei Bian, Daniel F. Burkhart, Jeri Leigh Miller, BinQuan Zhuang, Ph.D., Nathan Elner, Mary Kathryn Field, Hannah M. Brown, Francesca L. Sadler and Amanda Rahie of Sidley Austin, co-counsel to ICON Aircraft

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Michael R. Nestor, Sean M. Beach, Ashley E. Jacobs, S. Alexander Faris, Jared Kochenash and Soumya P. Venkateswaran of Young Conaway Stargatt & Taylor, co-counsel to ICON Aircraft

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Thomas M. McCabe (Chief Restructuring Officer), H. Michael Hogan III, Andrew Hyde, Agnes Han, Becca Yang and Camden East of Armanino, financial advisor to ICON Aircraft

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