Robertshaw: Lender-Led 363 Sale and Liquidation Plan

Robertshaw US Holding Corp. is a global manufacturer of flow control components used in appliances, HVAC systems, and transportation equipment. The company filed chapter 11 on February 15, 2024 in the U.S. Bankruptcy Court for the Southern District of Texas. Coverage described Robertshaw as an appliance parts company that supplies thermostats, valves, switches, and timers used across household and commercial appliances, including refrigerators, dishwashers, and laundry machines. The filing opened a lender-driven restructuring anchored by a 363 sale, cash-collateral access, and a liquidation plan that reset ownership and capital structure.

Robertshaw's debt stack and lender dynamics shaped the case. Prepetition funded debt totaled about $832.8 million across seven superpriority tranches and a Mexican promissory note, with trade debt of roughly $37 million. The company received a $56 million DIP facility and moved quickly to a sale process that culminated in a credit-bid transaction. In June 2024, Judge Christopher M. Lopez approved a sale to a lender-backed buyer, and Robertshaw later emerged from chapter 11 in early October after confirmation of a liquidation plan. The emergence announcement said the transaction eliminated approximately $650 million of debt and delivered recoveries to trade creditors, while litigation between lending groups continued to influence case posture.

Debtor(s)	Robertshaw US Holding Corp. (and affiliated debtors)
Case Number	24-90052 (CML)
Court	U.S. Bankruptcy Court, Southern District of Texas (Houston Division)
Judge	Hon. Christopher M. Lopez
Petition Date	February 15, 2024
Confirmation Date	August 16, 2024
Effective Date	October 1, 2024
Total Funded Debt	Approximately $832.8 million
DIP Facility	Up to $56 million delayed-draw term loan (PIK interest up to 9.5%)
Employees	5,200+ globally; 149 in the U.S.
Industry	Appliance and HVAC components manufacturing

363 Sale Restructuring Overview

Robertshaw entered chapter 11 with a negotiated path centered on a 363 sale supported by its superpriority lenders. The restructuring relied on cash collateral and a $56 million DIP facility to fund operations and the sale process. An RSA backed by a majority lender group and the equity sponsor set the direction for a sale that would transfer substantially all operating assets to a lender-controlled buyer and leave a liquidation plan to wind down the estate and distribute remaining value. Reporting on the filing described a strategy to cut a significant portion of the capital stack and resolve lender litigation, with Robertshaw seeking to cut about $670 million in debt through a sale and plan.

The court-approved bidding procedures created a short runway: bids were due in early May 2024, and the sale hearing was set for mid-May. The stalking horse purchaser, Range Red Operating, Inc., was formed by the required lenders under the superpriority facilities with participation by an affiliate of the equity sponsor. Industry coverage framed the case as a lender-led sale with a $56 million DIP, credit-bid mechanics, and a purchaser group that included Bain Capital, Eaton Vance, Canyon Partners, and One Rock. That structure was detailed in coverage of the DIP and purchase agreement, which described the RSA and lender ownership.

The sale order entered in June 2024 approved a credit bid for all DIP obligations plus $217 million of first-out indebtedness, together with a cash closing payment tied to post-effective-date budgets and additional sale consideration pools. With the operating assets transferred, the plan shifted to a liquidation framework. The first amended plan of liquidation confirmed on August 16, 2024 installed a plan administrator, created a liquidation trust to hold retained causes of action, and established two cash pools: $10 million for funded debt deficiency claims and $11 million (less go-forward trade amounts) for general unsecured claims. The plan became effective October 1, 2024, and the company announced the completion of the sale and emergence the next day. The restructuring moved from filing to effective date in just over seven months.

Company Operations and Footprint

Robertshaw is a flow control components manufacturer with a product catalog tied to household and commercial appliances and HVAC equipment. In court filings, the company described its business as a global design, engineering, and manufacturing platform for flow control components, systems, and technologies used in residential appliances, commercial appliances, HVAC units, and transportation applications. The product list includes gas and water valves, energy regulators, thermostats, and electronic controls sold to appliance and HVAC OEMs and through aftermarket channels. Public reporting similarly described a portfolio of thermostats, valves, switches, and timers used across household and commercial equipment.

Scale of product catalog. The first day declaration described a broad product catalog of more than 10,000 SKUs across over 50 product families, supported by 200+ patents and patent applications. Those figures are significant for a components supplier because they reflect both long-lived legacy platforms and engineered-to-order products that must meet OEM specifications. The breadth of the SKU base also helps explain the operational complexity and the importance of maintaining intercompany manufacturing flows across debtor and non-debtor entities during the restructuring.

Segment mix. Robertshaw organizes its operations around three segments: home appliance, commercial, and aftermarket. The home appliance segment supplies components for cooking appliances, refrigeration, dishwashing, and laundry platforms. Commercial applications include components for HVAC systems, commercial appliances, and certain electric vehicle uses. The aftermarket business supplies replacement controls and components sold to service technicians and installers. The mix gives Robertshaw exposure to global appliance OEM production cycles and replacement demand for installed equipment.

Manufacturing and distribution footprint. The company reported 11 manufacturing facilities across North America, Europe, Asia, and Latin America; three engineering centers in the U.S. and Europe; and four distribution centers in the U.S., Canada, and Asia. Robertshaw's U.S. headquarters is in Itasca, Illinois, and the U.S. footprint included facilities in Laredo and Brownsville, Texas, along with a sales office in Norco, California. The Texas operations included a leased 55,239-square-foot warehouse and office facility in Laredo.

Workforce. Robertshaw reported more than 5,200 employees in 14 countries, with 149 U.S. employees at its Itasca headquarters and Texas and California sites. Two non-debtor Mexican maquiladora facilities accounted for roughly 3,200 employees, underscoring the company's reliance on cross-border production and supply chains to serve North American appliance and HVAC customers.

Ownership history. Robertshaw's ownership shifted through multiple private equity transactions. In 2014, Sun European Partners acquired the former Invensys Appliance division from Schneider Electric. One Rock Capital Partners completed its acquisition of Robertshaw in March 2018, a transaction that positioned the company as a global provider of thermal, flow, and control management products. The 2018 acquisition laid the foundation for a leveraged capital structure that later became central to the chapter 11 case.

Capital Structure Before Bankruptcy

Robertshaw entered chapter 11 with a layered superpriority term loan structure totaling approximately $832.8 million, plus trade payables of roughly $37 million. The debt was divided into multiple priority tranches established by intercreditor agreements, creating a complex lien and waterfall structure. Delaware Trust Company served as administrative agent for the superpriority facilities and, as of January 31, 2024, also acted as successor agent for the sixth-out and seventh-out loans.

Superpriority term loan stack. Court filings disclosed the following principal amounts outstanding as of the petition date:

The intercreditor structure placed first-out through fifth-out lenders at the top of the priority stack, with sixth-out and seventh-out lenders junior to those superpriority tranches. A separate intercreditor agreement governed relative priority between the sixth-out and seventh-out loans. The Mexican promissory note was secured by first-priority liens on specified equipment in Matamoros, Mexico, with certain subordinations of other liens. Maturities for the sixth-out and seventh-out loans were February 28, 2025 and February 28, 2026, respectively.

Priority mechanics and control. The layered priority structure mattered because the superpriority lenders controlled both the cash collateral consent and the ability to credit-bid in a 363 sale. Those lenders ultimately formed the stalking horse purchaser and submitted the credit bid that drove the sale economics. Junior tranches and unsecured creditors depended on the additional sale consideration pools and the liquidation trust rather than on ongoing enterprise value, a structure that mirrored the relative lien positions embedded in the intercreditor agreements.

Trade and unsecured claims. Trade claims were estimated at about $37 million. The plan later classified general unsecured claims in Class 5, funded debt deficiency claims in classes 6a through 6g by tranche, and established separate treatment for the Mexican promissory note claims. That classification structure mattered because additional sale consideration pools were allocated by class and formed the basis for recoveries to general unsecured and funded debt deficiency claim holders.

Implications for restructuring. The multi-tranche stack and intercreditor priorities shaped the negotiations that led to the RSA and sale. The ability of the senior tranches to credit-bid and control the sale process also influenced the outcome for junior lenders and unsecured creditors. The plan's structure reflects that hierarchy: first-out deficiency claims share in the liquidation trust, while other tranches received separate deficiency pools and the remaining recoveries were limited by the sale consideration escrow.

Liquidity Pressure and Lender Disputes

The company's distress narrative combined operational pressure with lender negotiations. Court filings cited supply chain disruptions, customer inventory stockpiling during the pandemic, a 2022 demand drop as customers de-stocked, and inflation-driven cost pressures. Financial performance declined: Robertshaw reported gross profit of $85.8 million and EBITDA of $30.3 million for the fiscal year ended March 2023, then gross profit of $58.8 million and EBITDA of $14.8 million for the nine months ended December 2023. The contraction limited flexibility under the superpriority credit agreement and set the stage for lender amendments.

Missed interest payment and amendments. On September 29, 2023, Robertshaw missed an interest payment of approximately $18 million. A five-business-day cure period extended to October 6, 2023. Invesco, acting as a required lender, negotiated amendments that extended deadlines and imposed milestones. A second amendment in October 2023 added roughly $17 million of incremental first-out financing to fund the missed interest payment and imposed a refinancing deadline for an ABL facility. Subsequent amendments extended that deadline, with Invesco later declining to proceed with the refinancing, a development the company cited in its first day declaration.

Governance changes. The fourth amendment contemplated a chapter 11 filing and a 363 sale timeline, and it required appointment of an independent director. The company appointed Neal Goldman as an independent director on November 20, 2023. That governance step was part of the forbearance framework and reflected lender oversight as the company evaluated a court-supervised sale process.

December 2023 transactions and litigation. In early December, Robertshaw pursued a transaction package with an ad hoc lender group and its equity sponsor. The company said the transactions provided $44 million of new liquidity and allowed it to avoid filing on the timeline contemplated by the prior amendment milestones. Ten days after those transactions closed, Invesco filed a lawsuit in New York state court challenging the deal. The litigation widened the conflict between lender groups and ran alongside the chapter 11 process.

Invesco dispute in chapter 11. The dispute carried into the bankruptcy and became a central feature of the case. In June 2024, Judge Lopez ruled that the lender group led by Bain Capital, Eaton Vance, Canyon Partners, and One Rock could continue steering the restructuring, a decision that rejected Invesco's bid to regain control. Separate reporting noted that Invesco sought additional recoveries, including a demand for about $100 million during the case.

May 2023 uptier transaction. The case followed a May 2023 uptier transaction that reallocated priority among lenders and was later followed by litigation between lender groups. The dispute over relative lien rights became part of the chapter 11 backdrop and informed the lender-driven sale approach.

DIP Financing and Cash Collateral

Robertshaw relied on cash collateral and a delayed-draw DIP facility to fund operations during the sale process. The interim cash collateral order entered on February 15, 2024 approved a 13-week budget and required weekly variance testing. Disbursements were capped at 115% of projected amounts, and minimum liquidity was set at $2 million. The order established a carve-out for professional fees and U.S. Trustee costs, with a post-trigger cap of $2.5 million for professional fees.

Final DIP and cash collateral order. The final order entered March 21, 2024 approved a $56 million DIP facility and tightened liquidity and reporting requirements. The final order retained the 115% disbursement test and added an 85% minimum cash receipts test. The minimum liquidity threshold increased to $5 million, and weekly variance reporting was required. The DIP was a delayed-draw term loan facility with PIK interest up to 9.5%, a 5% commitment fee, and a 5% exit fee. Coverage of the DIP and purchase agreement described the financing and lender-backed sale structure.

Budget and variance tests. The cash collateral framework imposed weekly testing and liquidity thresholds, using a rolling 13-week budget process. The interim order required budgets to be delivered before each four-week period and deemed approved absent objection, while the final order added a minimum cash receipts test and increased minimum liquidity. The key operating covenants are summarized below.

Carve-out structure. The interim order established a carve-out for U.S. Trustee and clerk fees, trustee fees up to $75,000, and professional fee caps. Post-trigger professional fees were capped at $2.5 million, with carve-out reserves funded weekly. The final order preserved these mechanics and allowed certain prepetition lender advisors and DIP advisors to be paid outside the normal interim and final fee application process, subject to specified limits.

Cash management system. Robertshaw operated a highly centralized cash management system tied to its global manufacturing footprint. At the petition date, the system included 56 bank accounts, but only four were held by debtor entities in the U.S.; the remaining 52 accounts belonged to 24 non-debtor affiliates, largely outside the U.S. Court filings emphasized that intercompany transactions supported manufacturing flows, overhead allocations, and working capital loans. Maintaining the existing system was presented as critical to avoiding operational disruption and preserving cash collections during the sale process.

Operating continuity. The cash collateral budget covered payroll, vendor payments, and logistics costs tied to global appliance production. The facility structure reflects the need to support intercompany flows across the debtor and non-debtor entities, especially in Mexico where manufacturing operations employed thousands of workers. These dynamics were central to the request for continued use of existing cash management practices during chapter 11.

Sale Process and Asset Transfer

The court approved a tight sale timeline to preserve value and align with the DIP budget. The bidding procedures order entered March 21, 2024 approved the stalking horse APA and set the schedule below:

Bid protections did not include a break-up fee, but the stalking horse was eligible for expense reimbursement capped at $2.5 million. The stalking horse purchaser, Range Red Operating, Inc., was formed by the required lenders under the superpriority credit agreement and included participation by an affiliate of One Rock Capital Partners. Coverage described the buyer group as including Bain Capital, Eaton Vance, Canyon Partners, and One Rock, with Judge Lopez approving the sale in late June. Bloomberg Law reported the sale to a lender group and noted that One Rock would hold a minority stake post-sale.

Purchase price components. The sale order approved a credit bid for all DIP obligations and $217 million of first-out indebtedness, plus a cash closing payment equal to the post-effective-date budget amount and additional sale consideration amounts specified in the plan. The order also approved assumption of specified liabilities, including cure costs, post-closing operating liabilities, transferred employee liabilities, postpetition accrued trade payables, and certain tax and transfer taxes. The court found the transaction to be the highest and best offer and granted good-faith purchaser protections under section 363(m).

Debt reduction. Public announcements around the sale framed the transaction as a material deleveraging. A June 2024 sale approval release stated the transaction was expected to eliminate around $660 million of debt. The emergence release later described debt elimination of roughly $650 million.

Plan Structure, Trusts, and Creditor Recoveries

The confirmed plan was a liquidation plan designed to administer sale proceeds, resolve claims, and pursue retained causes of action. The plan established a plan administrator, a liquidation trust, and additional sale consideration pools that defined creditor recoveries. It also included release and exculpation provisions approved in the confirmation order, with opt-out mechanics that permitted certain parties, including Invesco, to avoid third-party releases.

Plan administrator and governance. The plan appointed Stephen Spitzer of AlixPartners LLP as plan administrator and authorized him to serve as the sole officer or manager of the post-effective-date debtors. The plan administrator's authority was set out in a plan administration agreement filed with the plan supplement. This governance model centralized decision-making for the wind-down and for prosecution of retained causes of action.

Liquidation trust. The plan created a liquidation trust effective on the plan's effective date to hold retained causes of action. The trust beneficiaries were holders of allowed general unsecured claims (Class 5) and allowed first-out funded debt deficiency claims (Class 6a). The trust structure allowed litigation recoveries, if any, to be distributed to those beneficiaries rather than to the operating business that had been sold.

Additional sale consideration pools. Two cash pools were funded on or before the effective date:

The GUC Recovery Pool was reduced by amounts paid on go-forward trade claims under the APA. The plan also specified that claims held by Invesco and its affiliates would be treated as funded debt deficiency claims rather than general unsecured claims.

Trade creditor outcomes. The post-emergence release stated that trade creditors received over 75% of their pre-bankruptcy claims. The same release described a seven-month restructuring process and noted the timing coincided with the company's 125th anniversary. The plan structure and sale economics meant recoveries were driven by the $11 million GUC pool and the possibility of additional distributions from the liquidation trust.

Debt elimination. Both the sale approval announcement and the emergence announcement emphasized debt reduction. The June 2024 release cited an expected elimination of roughly $660 million, while the October 2024 release cited about $650 million. The figures reflect a deleveraging of most of the superpriority term loan stack through credit-bid conversion.

Key Dates and Milestones

Frequently Asked Questions

Why did Robertshaw file for chapter 11?

Court filings pointed to operational and market pressures that reduced profitability, including pandemic-era supply chain disruptions, customer inventory stockpiling, a 2022 demand drop as customers de-stocked, and inflation-driven cost increases. At the same time, the company's multi-tranche superpriority capital structure limited flexibility and contributed to lender disputes. The combination of reduced earnings and a complex priority stack led to a restructuring centered on a lender-backed sale and liquidation plan.

Where were the cases filed, and which judge oversaw the case?

Robertshaw filed in the U.S. Bankruptcy Court for the Southern District of Texas (Houston Division). The case was assigned to Judge Christopher M. Lopez.

How much debt did Robertshaw report at the petition date?

The company reported approximately $832.8 million of funded debt across the superpriority tranches and a Mexican promissory note, plus roughly $37 million in trade debt. The funded debt was divided into seven term-loan tranches plus the FGI Mexican promissory note, each with its own priority position under the intercreditor agreements.

What financing supported the case during chapter 11?

Robertshaw used cash collateral and a delayed-draw DIP term loan. The DIP facility authorized up to $56 million of new money, with PIK interest up to 9.5% and 5% commitment and exit fees. The final cash collateral order also imposed a 115% disbursement variance test, an 85% minimum receipts test, and a $5 million minimum liquidity threshold.

Who bought the operating assets, and what did the buyer pay?

The purchaser was Range Red Operating, Inc., a Delaware entity formed by the required lenders under the superpriority facilities, with participation by an affiliate of One Rock Capital Partners. The sale consideration consisted of a credit bid for all DIP obligations plus $217 million of first-out indebtedness, together with a cash closing payment tied to the post-effective-date budget and additional sale consideration pools. Bloomberg Law described the buyer group as including Bain Capital, One Rock, Eaton Vance, and Canyon.

What did trade creditors recover under the plan?

The company's emergence announcement stated that trade creditors received over 75% of their pre-bankruptcy claims. The plan funded an $11 million GUC Recovery Pool (reduced by go-forward trade payments) and established a liquidation trust to pursue retained causes of action for potential additional recoveries.

Did Robertshaw emerge from chapter 11?

Yes. The plan became effective on October 1, 2024, and the company announced the completion of the sale and emergence from chapter 11 on October 2, 2024.

Were there administrative claims bar dates?

Yes. The court set an administrative claims bar date of July 26, 2024 at 4:00 p.m. CT for administrative claims arising between February 15, 2024 and June 7, 2024. A later administrative claims bar date of October 31, 2024 applied to administrative claims arising after June 7, 2024.

Who is the claims agent for Robertshaw US Holding Corp.?

Kroll Restructuring Administration LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

For more bankruptcy case analyses and restructuring insights, visit ElevenFlo's bankruptcy blog.