SSG Advises The Paper Store in the Sale of Substantially all of its Assets to TPS Group Holdings, LLC

June 7, 2021

Source: SSG Capital Advisors, LLC

SSG Capital Advisors, LLC (“SSG”) acted as the investment banker to TPS Holdings, LLC d/b/a The Paper Store (“TPS” or the “Company”) in the sale of substantially all of its assets to TPS Group Holdings, LLC. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Massachusetts. The transaction closed in September 2020.

The Paper Store is the largest family-owned and operated specialty gifts retailer in the Northeast. Founded over 55 years ago as a small newsstand, TPS has expanded to include 89 retail stores throughout seven states with a growing e-commerce business.

TPS was positioned to benefit from its years of investment in operations, expansion, and development of an omnichannel customer experience until the COVID-19 outbreak forced the Company to close all its retail locations in March 2020. The Company was able to re-open most locations, but the economic impact of the global pandemic had severely affected revenue, profit, and liquidity. TPS was forced to seek relief under Chapter 11 to preserve the value of the business.

SSG was retained in July 2020 with a short timeline to conduct a comprehensive sale process and avoid liquidation. TPS Group Holdings, LLC successfully negotiated a Stalking Horse Agreement to preserve the business as a going concern and provide the necessary liquidity to build inventory for the upcoming holiday season. SSG’s accelerated marketing process attracted significant interest despite several obstacles including the pandemic lockdown, the Company’s liquidity challenges and the global economic effects on the retail industry. After a prolonged virtual auction with several rounds of bidding, the Stalking Horse’s final bid proved to be the highest and best offer for the Company’s assets. SSG’s special situations expertise, significant experience in the retail industry and proven ability to close transactions quickly during the COVID-19 pandemic enabled The Paper Store to complete a complex and expedited transaction that maximized value for all stakeholders and saved thousands of jobs in the Northeast.

Other professionals who worked on the transaction include:

• Michael T. Sullivan of MTS Advisory LLC, independent director to TPS Holdings, LLC;

• Don Van der Wiel, Chief Restructuring Officer, and Jeffrey Unger, Konstantin A. Danilov, Matt Powers and Ben Crawford, Jr. of G2 Capital Advisors, financial advisor to TPS Holdings, LLC;

• Paul J. Ricotta, Kevin J. Walsh, Kaitlin R. Walsh, Timothy J. McKeon and Eric R. Blythe of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., counsel to TPS Holdings, LLC;

• Adam J. Goldberg, Jane Greyf, Christopher J. Kochman and Andrew P. Felton of Latham & Watkins LLP and Alex F. Mattera of Pierce Atwood LLP, counsel to TPS Group Holdings, LLC;

• Richard C. Pedone of Nixon Peabody LLP, counsel to members of TPS Group Holdings, LLC;

• Sean T. Scott, Aaron Gavant, George Rudy, William R. Kucera and Frederick C. Fisher of Mayer Brown LLP and Mark W. Powers and David A. Mawhinney of Bowditch & Dewey LLP, counsel to the secured term lender;

• Tom S. O’Donoghue, Jr., Michael Caruso and Barak Tulin of CR3 Partners, LLC, financial advisor to the secured term lender;

• Lance Jurich and Vadim J. Rubinstein of Loeb & Loeb LLP and Paul W. Carey and Christine E. Devine of Mirick, O’Connell, DeMallie & Lougee LLP, counsel to the secured revolving lender;

• Michael G. Menkowitz, Peter J. Roberts*, Jason C. Manfrey and Jesse M. Harris of Fox Rothschild LLP, counsel to the Unsecured Creditors Committee; and

• Evan Blum and Kevin Sohr of Alvarez & Marsal North America, financial advisor to the Unsecured Creditors Committee.

* As of September 2020, Member at Cozen O’Connor

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