PTS Enters into Letter of Intent for the Sale of Substantially All of Its Assets to Allied Systems Holdings, Inc.
Files Voluntary Chapter 11 Petition to Facilitate Sale
DETROIT, Nov. 20 -- Performance Transportation Services, Inc. ("PTS"), a domestic carrier of new automobiles, sport-utility vehicles and light trucks in North America, today announced that it has entered into a non-binding letter of intent with Allied Systems Holdings, Inc. ("Allied"), pursuant to which it would sell substantially all of its assets to Allied for $67 million in cash plus the assumption of certain liabilities as well as the issuance of warrants to certain of PTS's creditors. As required under the terms of the letter of intent and in order to facilitate the transaction in a manner acceptable to Allied, PTS and certain of its subsidiaries have filed voluntary petitions for reorganization under chapter 11 of the U.S. Bankruptcy Code.
In conjunction with the filing and pursuant to Section 363 of the Bankruptcy Code, PTS will be filing a motion within the next week for the establishment of bidding procedures to allow other companies to have an opportunity to submit bids through a Court supervised competitive bidding process to purchase the assets being sold. The Company anticipates the sale transaction (which is subject to customary closing conditions) will be completed within 45 to 60 days.
"This transaction represents the best result for our customers, employees and stakeholders," said Jeffrey L. Cornish, PTS President and Chief Executive Officer. "Our goal is to preserve as many jobs as possible and maximize the value of our estate for our creditors. The sale to Allied does just that. In reaching this agreement with Allied, we are able to secure ongoing employment and benefits for our drivers and mechanics while maintaining superior service levels for our customers."
Mr. Cornish noted that the Chapter 11 case and the sale process will have no impact on the Company's ability to fulfill its obligations to its customers and employees. "During the sale process, we will continue our commitment to provide our customers with the on time, consistent delivery and service they demand. Our daily operations will continue as usual, our vendors will be paid for all supplies furnished and services rendered subsequent to the filing, and all day-to-day aspects of the business will continue without interruption. Taking care of customers is, and will remain, our number one priority."
Mr. Cornish also emphasized that employees and customers should not notice any difference in operations as a result of the filing or during the sale process. "Daily operations will continue as usual, service center hours will remain the same and all aspects of the business will go on as before the Chapter 11 filing. Our employees will continue to be paid as usual during this transaction," he said.
New Financing Secured
PTS also announced it has received a commitment for up to $15 million in debtor-in-possession (DIP) financing from Black Diamond Commercial Finance, L.L.C., subject to court approval. The DIP financing will be used to maintain uninterrupted service and delivery of product to PTS' customers during the completion of the sale transaction, and to ensure payment to vendors for post- petition purchases in the ordinary course.
The decision to seek a strategic partner to ensure the long-term continuation of the company and preserve as many jobs as possible was the result of the of the rapid demise of sub-prime market and the continued downturn trend in automotive industry which significantly impacted PTS's revenue and ability to meet its business plan goals.
"Today's action lays the foundation for PTS's future," Cornish commented. "By aligning with Allied there will be continuity of service for our customers and a more stable future for our operations."
"This transaction represents good news for our employees, our customers, and our other constituents. It will provide PTS with greater access to the financial resources necessary to continue to prosper and grow. By utilizing the Chapter 11 process, we are able to ensure an expedited and orderly sale transaction," Mr. Cornish concluded.
The Company's Chapter 11 petitions were filed in the United States Bankruptcy Court for the Western District of New York, Buffalo.
About PTS
Performance Transportation Services, Inc. is the second largest transporter of new automobiles, sport-utility vehicles and light trucks in North America. PTS operates under three key transportation business lines including: E. and L. Transport, Hadley Auto Transport and Leaseway Motorcar Transport, which together deliver approximately 2.8 million new cars and light trucks annually.