Nogin’s plan of reorganization accepted by senior note class

By Sarah Lizee

Olympia, Wash., March 22 – Nogin, Inc.’s Chapter 11 plan was accepted by all 15 voting holders of $64 million, or 100%, of class 3 senior note claims, according to a tabulation summary filed Friday with the U.S. Bankruptcy Court for the District of Delaware.

The plan confirmation hearing is set for Tuesday.

As a reminder, the company has entered into a restructuring support agreement with plan sponsor B. Riley Principal Investments, LLC and an informal group of holders of the company’s convertible senior notes.

Under the Chapter 11 plan, a $24.7 million debtor-in-possession facility with the RSA parties will be equitized into 100% ownership of the reorganized debtors or will be used to acquire substantially all of the debtors’ assets.

The RSA parties agreed that the proposed transaction would be subject to higher and better offers through the court-supervised auction process, with B. Riley acting as stalking horse bidder. The company didn’t receive any qualified bids by the deadline.

Convertible noteholders will receive their pro rata share of $15.5 million, funded from either the debtors’ available cash or by the plan sponsor, together with a priority claim on the proceeds of certain estate causes of action to be conveyed to a creditor trust. This is expected to lead to a recovery of 23.7%.

General unsecured creditors will not receive any distribution.

Priority non-tax claims and other secured claims are unimpaired by the plan.

B. Riley, the consenting noteholders and additional parties will receive releases of all estate causes of action.

The New York-based online retail company filed bankruptcy on Dec. 5 under Chapter 11 case number 23-11945.

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