Coach America seeks OK to alter purchase agreement, close sale sooner

By Jim Witters

Wilmington, Del., Aug. 1 - Coach America Holdings Inc. is seeking approval to amend its asset purchase agreement with El Expreso Group, LLC to allow the $1.5 million sale of CUSA EE, LLC to close earlier, according to documents filed Aug. 1 with the U.S. Bankruptcy Court for the District of Delaware.

The proposed changes would allow the sale to close before final approval is granted by the U.S. Surface Transportation Board, which has regulatory jurisdiction over rail, trucking, ocean shipping and other matters.

Approval by the board "is presently a required but mutually waiveable condition to closing," according to the court filing.

The Surface Transportation board has set a Sept. 27 hearing date for public comments on the proposed transaction.

To facilitate the earlier closing, Coach America and the purchaser, an affiliate of Tornado Bus Co., would agree to place control of the assets under a purchaser assignee.

The assignee - Vazquez Holdings and Vazquez Holdings Group, LP - will place all of the outstanding membership interests in the purchaser assignee into a trust controlled by a trustee who is independent from the purchaser, court documents state.

Juan Vazquez controls El Expreso Group, LLC and is the sole member of Vazquez Holdings.

The trustee would hold the membership interests until the final Surface Transportation Board approval is granted. Then the trust will be dissolved.

While awaiting approval, Vazquez Holdings and Juan Vazquez may exercise operational control, manage the day-to-day business and reap the profits, according to court documents.

The structure would "allow the parties to consummate the sale, but would serve to insulate the purchaser applicants from control of the seller's assets in violation of applicable federal law," the motion states.

"The closing of the sale will yield proceeds to the debtor's estate and minimize administrative expenses. In addition, an expedited closing will lessen the transactional risk that exists in any transaction that lingers pending regulatory approval," the debtors say.

A hearing on the motion is scheduled for Aug. 6.

Coach America, a Dallas-based tour and charter bus operator and motorcoach services provider, filed for bankruptcy on Jan. 3. The Chapter 11 case number is 12-10010.

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