TSL Express Daily News

SSG Capital Advisors, LLC (“SSG”) served as the investment banker to ICON Aircraft, Inc. (“ICON” or the “Company”) in the sale of substantially all assets to an affiliate of Dürkopp Adler GmbH (“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 is a leading developer and manufacturer of light-sport aircraft (“LSA”). The Company’s flagship product is the ICON A5, an amphibious sport plane with foldable wings and versatile takeoff and landing options. The Company was founded in 2006 in response to the Federal Aviation Administration’s formation of the LSA category and the sport pilot license class in 2004. With state-of-the-art manufacturing facilities and a first-mover advantage, ICON established itself as a leader in the recreational aviation industry.
 
The Company developed its proof-of-concept aircraft in the mid-2000s and spent the next 15 years establishing its manufacturing processes, onboarding more than 300 employees and refining its award-winning LSA. Despite the Company’s ability to build a global brand following and sell over 200 aircraft, the Company 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. While SSG’s marketing process was robust and generated interest from strategic and financial investors, no party was willing to move forward with an investment outside of a bankruptcy process. 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 Co. Ltd. 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 comprehensive, 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.

SSG’s special situations expertise, experience running expedited processes, and ability to navigate complex stakeholder relationships generated a competitive auction environment that maximized stakeholder value and preserved the business as a going concern.

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 LLP, co-counsel to ICON Aircraft, Inc.;
• Michael R. Nestor, Sean M. Beach, Ashley E. Jacobs, S. Alexander Faris, Jared Kochenash and Soumya P. Venkateswaran of Young Conaway Stargatt & Taylor, LLP, co-counsel to ICON Aircraft, Inc.;
• Thomas M. McCabe (Chief Restructuring Officer), H. Michael Hogan III, Andrew Hyde, Agnes Han, Becca Yang and Camden East of Armanino LLP, financial advisor to ICON Aircraft, Inc.;
• Thomas G. FitzGerald of Drivetrain, LLC, Independent Director to ICON Aircraft, Inc.;
• William A. Smelko and Julian Zou of Procopio, Cory, Hargreaves & Savitch LLP, co-counsel to Dürkopp Adler GmbH;
• Evan T. Miller of Saul Ewing LLP, co-counsel to Dürkopp Adler GmbH; and
• Zhao (Ruby) Liu of The Rosner Law Group LLC, counsel to FeiRen International Co. Ltd.


CONTACTS ON THIS DEAL

Neil Gupta, CFA
Managing Director
ngupta@ssgca.com
(610) 940-2663
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Matthew P. Karlson
Managing Director
mkarlson@ssgca.com
(610) 940-5804
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Mark E. Chesen
Managing Director
mchesen@ssgca.com
(610) 940-5801
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Patrick D. Swanick
Senior Associate
pswanick@ssgca.com
(610) 940-6067
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Nicholas A. Vernacchio
Senior Analyst
nvernacchio@ssgca.com
(610) 940-2619
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About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. We provide our clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation, and strategic advisory. SSG has a proven track record of closing over 450 transactions in North America and Europe and is a leader in the industry.

Securities are offered through SSG Capital Advisors, LLC (Member SIPC, Member FINRA). All other transactions are effectuated through SSG Advisors, LLC, both of which are wholly owned by SSG Holdings, LLC. SSG is a registered trademark for SSG Capital Advisors, LLC and SSG Advisors, LLC.