Noble Supply & Logistics - Chapter 11 Case Summary
Noble Supply & Logistics filed for Chapter 11 with approximately $292 million of funded debt and roughly $250 million of trade payables outstanding. The filing follows the Defense Logistics Agency's non-renewal of the $1.2 billion FSG-53 aerospace supply contract and other key programs, its August 27, 2026 termination of approximately $400 million of orders under Noble's largest contract by revenue, the working capital squeeze created by the FSG-53 ramp-up, and a seven-week federal government shutdown. Noble intends to run a going-concern sale process, targeted for completion in approximately 75 days, in parallel with an orderly liquidation of inventory and receivables.
Business Description
Noble Supply & Logistics, LLC and ten affiliated debtors (collectively, "Noble" or the "Debtors") comprise a Boston-based government supply and logistics business that has supported the United States Department of War for over twenty years, acting as a global supplier of mission-critical, non-lethal military equipment and services to the U.S. military and its allies. Noble is the fifth largest prime vendor to the Defense Logistics Agency (the "DLA") and a partner of the General Services Administration (the "GSA"), which manage the supply chain for the U.S. military, as well as certain federal and state agencies, including the Federal Bureau of Investigation and the U.S. Department of State. Its logistical network connects over 4,000 government customers to over 15,000 vendors.
Notwithstanding the scope of the enterprise, Noble qualifies as a small business under the Small Business Act and operates under several small business set-aside contracts ("SBSAs").
Corporate History
Thomas W. Noble, III founded the business in 2003, and it grew primarily through organic expansion until 2021, when two acquisitions transformed it. In March 2021, Noble acquired Tactical & Survival Specialties, LLC ("TSSi"), a supplier of tactical equipment with an early-stage aerospace business. In October 2021, Noble acquired Federal Resources Supply Company, LLC ("Federal Resources"), a market-leading supplier of chemical, biological, radiological, nuclear, and explosives ("CBRNE") products with growth potential in the command, control, computers, communications, cyber, intelligence, surveillance, and reconnaissance sector ("C5ISR"), creating the current enterprise. Noble financed the Federal Resources acquisition with proceeds from a newly incurred term loan facility, subordinated note, and seller note.
The two acquisitions diversified Noble's product line and scaled its operations to make it the DLA's fifth largest prime vendor. In July 2022, Noble won the $1.2 billion FSG-53 Contract, its largest single-award contract, to supply the DLA with aerospace products over a ten-year term.
Corporate Structure
The organizational structure reflects the series of acquisitions and financing transactions undertaken over many years. Non-Debtor Noble Holdco, Inc., a Delaware corporation wholly owned by founder and CEO Tom Noble, sits at the top. Below the ultimate parent is intermediate holding company Debtor Noble Equity Holdings, LLC, followed by Debtor Noble.com, LLC, which directly or indirectly owns the remaining Debtors.
Operations Overview
Noble's contracts fall into two core types. High Touch Customer Solutions ("HTCS") represents 70% of the business and comprises over 100 multi-award contracts, awarded to multiple parties who then compete for individual task orders, through which Noble provides an indefinite quantity of supplies or services over a one- to ten-year period without a specified order schedule or minimum volume, covering vehicles, communications equipment, safety equipment, and tactical gear. These are "Indefinite Delivery, Indefinite Quantity" or "IDIQ" contracts. HTCS work is sales-force driven and involves securing competitive pricing arrangements from suppliers to win bids from government customers; because vendors typically drop-ship supplies directly to Noble's customers, these contracts do not require considerable capital investment.
Global Supply Chain Programs ("GSCP") represents the remaining 30% and comprises twelve single-award, five- or ten-year IDIQ contracts under which Noble procures, warehouses, and distributes the products specified in the underlying contract. Through GSCP, Noble is the exclusive provider of maintenance, repair and operations ("MRO") services for two of eighteen MRO zones within the United States and holds contracts to provide MRO services to U.S. military and allied customers in Europe, Asia, and the Middle East. The GSCP portfolio included, prior to its termination in June 2026, the single-award FSG-53 Contract, under which Noble agreed to provide the DLA with hardware and abrasives used in multiple aerospace weapons systems. Because GSCP requires Noble to warehouse and distribute product itself, the business demands significant investment in both physical locations and working capital.
The contract base spans DLA troop-support and tactical-gear programs, GSA Multiple Award Schedule contracts, and direct agency task orders across MRO and expeditionary/tactical equipment categories. Noble's contracts are primarily with DLA Weapons Support, which provides weapons support for U.S. air, land, and sea operations, and DLA Troop Support, which is responsible for supply chains providing military personnel with subsistence, medical supplies, clothing and textiles, and construction equipment.
Business Lines and 2025 Revenue
Defense & Federal Solutions ("DFS") — Noble's largest business line, generating approximately $674 million of revenue in 2025. DFS provides tactical, survival, and support equipment and services to the U.S. Department of War and other federal agencies, including commercial off-the-shelf products and special operations equipment ("SOE") such as tactical gear and safety equipment, serving customers that support the Department of War, particularly the Army, Navy, and Air Force. Noble's SOE contract with the DLA is its largest by revenue, at $630 million in 2025. Transactions consist of higher-margin "mix-driven" opportunities requiring significant engagement with the end customer and vendors, alongside lower-margin "face-off opportunities" through which customers purchase ready-to-ship material primarily through an online catalog.
Supply Chain Services ("SCS") — Approximately $139 million of 2025 revenue. SCS accounts for the vast majority of the GSCP contracts, providing full-service program and contract management for fulfillment and storefront contracts, including warehousing, transportation, and outsourced distribution center management under long-term, single-awardee programs such as the FSG-53/FSG-31 aerospace-parts contract with the DLA. The segment services key fulfillment operations for the GSA, DLA Weapons Support, and other branches of the federal government.
Noble International — Approximately $198 million of 2025 revenue. This line covers supply business conducted outside the continental United States, supporting overseas U.S. military operations and other customers from operations based principally in Germany and Japan. It is substantially similar to DFS except that it supplies product outside the United States, and operates almost exclusively through a low-margin drop-shipment structure with Noble providing operational support between customer and vendor. Its revenues are typically more stable than the domestic business lines, where revenues tend to fluctuate considerably from year to year.
Noble IQ — Approximately $15 million of 2025 revenue, the smallest but fastest growing business line. Noble IQ delivers specialized training, technical, and sustainment services, including equipment training, safety monitoring, and calibration and repair services that enable first responders and warfighters to detect and protect against hazardous threats. The specialized knowledge required generally yields higher margins than Noble's other segments. Customers include federal, state, and local agencies domestically and foreign law enforcement organizations in multiple countries.
Corporate Services — Shared administrative and back-office functions, including finance and accounting, legal, human resources, and information technology, supporting the other four business lines without generating third-party revenue.
Footprint and Workforce
As of a July 24, 2026 employee census, Noble had approximately 294 active employees across 19 locations. These include the corporate headquarters in Boston, Massachusetts (60 employees); a distribution warehouse in Olive Branch, Mississippi (46 employees); and additional personnel at, among other locations, Lexington and Harrisonburg, Virginia, a facility in Holly Springs, Mississippi, Noble Germany in Kaiserslautern, Germany, and government depot and warehouse locations including Letterkenny Army Depot and Anniston Army Depot. Noble serves customer inventory needs through two warehouses based in Mississippi.
The geographic footprint includes operations centers providing logistical and operational support to end customers from Poland, to Kazakhstan, to Okinawa, supported by sales and operations centers located in Virginia and Maryland serving key federal government customers.
Prepetition Obligations
As of August 28, 2026, the Debtors had approximately $292 million in total funded debt outstanding, including accrued and unpaid interest on the principal amount under each credit facility. Each of the three secured facilities is dated October 26, 2021; the agents, lenders, and holders under those facilities are referred to collectively as the "Prepetition Secured Parties."
| Type | Maturity | Approximate Amount Outstanding as of August 28, 2026 |
|---|---|---|
| Secured Debt | ||
| Prepetition ABL Facility | September 30, 2026 | $1,163,196.07 |
| Prepetition Term Loan Facility | June 11, 2027 | $134,263,177.81 |
| Prepetition Subordinated Note | June 11, 2030 | $120,200,000.00 |
| Total Secured Debt | $255,626,373.88 | |
| Unsecured Funded Debt | ||
| Seller Note | June 11, 2031 | $36,688,467.00 |
| Total Funded Debt | $292,314,840.88 | |
Prepetition ABL Facility
Noble.com, LLC and certain of its subsidiaries are borrowers, and the remaining Debtors guarantors, under an Amended and Restated Credit Agreement dated as of October 26, 2021 (the "Prepetition ABL Credit Agreement") with JPMorgan Chase Bank, N.A. as administrative agent (the "Prepetition ABL Agent"). The facility is a senior secured asset-based revolver with an aggregate commitment of $85 million, accruing interest at Adjusted Term SOFR plus 3.75%, with the lenders entitled to increase the applicable margin by 2% upon an event of default. Borrowings are secured by a lien on substantially all of the Debtors' assets. The facility was scheduled to mature on July 31, 2026, and the Prepetition ABL Agent agreed to extend the maturity date to September 30, 2026 as part of a prepetition forbearance agreement. Approximately $1.2 million remained outstanding as of August 28, 2026, and the Debtors' ability to draw further amounts was terminated that same day following their repayment of revolving loans under the facility.
Prepetition Term Loan Facility
Noble.com, LLC and Noble Supply & Logistics, LLC are borrowers, and the remaining Debtors guarantors, under a Financing Agreement dated as of October 26, 2021 with Blue Torch Finance LLC as administrative and collateral agent (the "Prepetition Term Loan Agent") and the lenders from time to time party thereto (the "Prepetition Term Loan Lenders"). The senior secured term loan facility carries an aggregate principal amount of approximately $126.8 million, accrues interest at either SOFR plus 9.25% or Reference Rate plus 8.25% at the election of Noble Supply & Logistics, LLC, and matures on June 11, 2027. The obligations are secured by substantially all of the Debtors' assets, and approximately $134.3 million remained outstanding as of August 28, 2026.
Intercreditor Arrangements
An Intercreditor Agreement dated as of October 26, 2021 among the Debtors, the ABL agent, and the term loan agent governs relative lien priorities and enforcement rights, dividing the collateral into two categories. ABL Priority Collateral consists primarily of accounts receivable, inventory, cash, deposit accounts, and related general intangibles; Term Loan Priority Collateral consists of all other common collateral, including real property, equipment, equity interests, and intellectual property. The ABL agent holds a first-priority lien on ABL Priority Collateral and the term loan agent a first-priority lien on Term Loan Priority Collateral, with each agent holding a second-priority lien on the other's priority collateral.
Prepetition Subordinated Note
Under a Securities Purchase Agreement dated as of October 26, 2021 among Noble Supply & Logistics, LLC, Noble.com, LLC, and Noble Equity Holdings, LLC as issuers, the remaining Debtors as guarantors, and Alter Domus (US) LLC as collateral agent (the "Prepetition Subordinated Note Agent"), the holders of the note (the "Prepetition Subordinated Note Holders") provided $60 million in financial accommodations. The note bears interest at 10.25% paid-in-kind and matures on June 11, 2030. The obligations are secured by substantially all of the Debtors' assets and are subordinated to the ABL and term loan obligations pursuant to a Subordination and Intercreditor Agreement dated as of October 26, 2021. In June 2025, Noble issued an additional note to the same holders in the principal amount of $25 million under the same agreement. Beyond increasing the principal balance, the holders received warrants to acquire approximately 4.95 million shares of the Debtors' equity interests, which have not been exercised. Approximately $120.2 million remained outstanding as of August 28, 2026.
Seller Note
Debtor Noble.com, LLC issued a Subordinated Unsecured Promissory Note to certain former stakeholders of Federal Resources in the aggregate amount of $25 million on October 26, 2021. It bears interest at 8% per annum and matures on the earlier of one year after the latest maturity date of the ABL facility, term loan facility, and subordinated note; a change of control; or one year after payment in full of the prepetition secured obligations. The note is wholly unsecured and contractually subordinated to the prepetition secured obligations, with an outstanding balance of approximately $36 million as of August 31, 2026 (the "Petition Date").
Unsecured Claims
Unsecured liabilities consist primarily of trade payables owed to vendors and suppliers, with accounts payable owing to vendors totaling approximately $250 million as of the Petition Date. The Debtors also owe approximately $2.9 million for employee-related obligations, approximately $50,000 on account of various tax obligations, and approximately $200,000 on account of non-residential lease obligations relating to their facilities. The Debtors continue to analyze the full scope of their unsecured liabilities, with a more detailed description to follow in the Schedules of Assets and Liabilities and Statements of Financial Affairs.
Government Investigations
Noble is subject to investigations by government agencies, including the United States Department of Justice (the "DOJ"). The Declaration states that Noble does not believe any of the investigations are material to its business and that Noble intends to cooperate fully until the matters are resolved.
A Civil Investigative Demand investigation concerns Noble's MRO and Tailored Logistics Support ("TLS") contracts with the DLA for the Northeast and Southeast regions of the United States and European Command, regarding certain prompt pay discounts and bidding process concerns. Noble has entered into an ability to pay process with the DOJ and is negotiating a settlement.
On November 8, 2023, Noble received a grand jury subpoena requesting information regarding bidding process concerns with respect to its MRO and TLS contracts, a matter that overlaps considerably with the Civil Investigative Demand investigation. Noble and DOJ Antitrust have agreed to a Deferred Prosecution Agreement pending finalization of the ability to pay negotiations.
The DOJ is investigating whether Federal Resources complied with its DLA contract for nitrile gloves delivered during the COVID-19 pandemic. The DOJ issued a Civil Investigative Demand to Federal Resources on September 11, 2024, and Federal Resources voluntarily provided information, so the DOJ has not required Federal Resources or Noble to reply to interrogatories, provide testimony, or produce additional documents.
Events Leading to Bankruptcy
The Declaration attributes the Debtors' distress to a series of interrelated operational and financial challenges from 2022 through 2026: declining revenue from the DLA's decision not to renew certain key contracts; significant liquidity constraints arising from the expansion of the procurement business, which required substantial capital investments and a one-year transition period during which Noble was unable to generate revenue from its largest single-award contract; and broader macroeconomic pressures on the defense industry, including a seven-week government shutdown beginning in October 2025 and general budget restrictions that limited purchases by federal government customers. Although Noble implemented operational improvement initiatives and attempted to raise additional working capital, by the middle of 2026 it became clear that bankruptcy protection would be needed.
The FSG-53 Ramp-Up and Working Capital Squeeze
The FSG-53 Contract constituted a massive expansion of the GSCP portfolio. Unlike the core HTCS contracts, which rely primarily on vendors drop-shipping product directly to customers and require comparatively little working capital, GSCP contracts require extensive capital investment to procure, store, and ship product. Noble invested tens of millions of dollars leasing the Olive Branch, Mississippi distribution warehouse, training employees, investing in automation technology, and purchasing inventory. Those ramp-up expenses, incurred in reliance on the contract's ten-year term and the DLA's demand forecast, were compounded when Noble did not receive its first order under the contract until July 2023, a full year after award. Noble received no additional capital from its lenders during the transition period.
Noble nonetheless performed strongly in 2023, fully repaying the then-outstanding balance on the Prepetition ABL Facility. Beginning in early 2024, it considered options to refinance the Prepetition Term Loan Facility to avoid certain burdensome covenants and obligations. Working capital demands continued to intensify given the high cost of capital and the delay in receiving FSG-53 orders, and Noble explored refinancing and capital infusion proposals from various interested parties, including Bain Special Situations, which ultimately failed to close on concerns over anticipated levels of future federal defense spending, among other challenges.
Liquidity constraints and the inability to raise capital forced Noble to delay payments to vendors. The FSG-53 Contract's stringent on-time delivery requirements and long lead-time materials created a lag, often as long as 18 months, between Noble's inventory purchases and the DLA's payment on a contract order. Stretching payables strained vendor relationships, while the DLA became increasingly unwilling to make accommodations or relax the contract's terms.
The DLA Non-Renewals
Matters came to a head in December 2024, when the DLA sent Noble a letter indicating it did not intend to renew the FSG-53 Contract in June 2026 but requesting a two-year base extension to give the DLA time to locate a new supplier. The non-renewal effectively reduced the contract's term from ten years to four and, per the Declaration, significantly devalued the capital investments Noble had made to support it. The Declaration further states that the DLA harmed Noble by not complying with the contract's 24-month closeout procedures or the end-of-contract inventory buyback, leaving Noble with over $70 million in inventory and purchase obligations made in support of the FSG-53 program.
Noble redoubled its efforts to obtain capital from existing lenders in early 2025. In June 2025, the Prepetition Subordinated Note Holders provided an additional $25 million, and the Prepetition Term Loan Agent consented to the factoring of receivables to increase liquidity. Noble reduced operating expenditures by $30 million, sought to optimize inventory, and worked to repair vendor relationships and return to par on accounts payable. Those efforts initially bore fruit and performance was generally strong until October 1, 2025, when Congress failed to pass a budget or continuing resolution and the federal government shut down for seven weeks. Customers stopped placing orders with, and making payments to, Noble during the shutdown, and collection issues continued after it ended on November 12, 2025 because the holiday season is typically a slow period for collections from government customers. Existing orders nonetheless required considerable expenditure, including procuring material and shipping supplies to military units stationed around the world.
Noble worked to regain its footing in early 2026 with its relationship with the DLA, its largest customer, significantly strained. The DLA sent a notice of intent to renew Noble's Fire and Emergency Services Equipment ("FESE") contract in January 2026, then reversed course and issued a notice of non-renewal on March 13, 2026, followed by additional notices of non-renewal of other critical contracts in May 2026. In-person meetings scheduled with DLA personnel to repair the relationship were largely unsuccessful.The Declaration states that these actions deepened Noble's financial distress and undermined stakeholder confidence in the business.
Defaults, SBA Decertification, and Failed Refinancing
The liquidity constraints and the deterioration of relationships with the DLA and product vendors affected Noble's standing with its lenders. On February 14, 2026, the Prepetition Term Loan Agent sent a notice of default and reservation of rights citing defaults related to the Debtors' failure to meet certain inventory milestones and comply with financial covenants for the December 31, 2025 testing period. The Prepetition Subordinated Note Agent sent its own notice of default a few days later, and the Prepetition ABL Agent sent one on March 5, 2026. Noble operated in default of its loan agreements from that point on.
On March 10, 2026, the Small Business Administration (the "SBA") sent Noble a letter in connection with a procurement bid placed with the DLA informing the company that it did not qualify as a small business as of January 20, 2026 — a determination that impacted the business significantly given Noble's dependence on small business status to obtain certain contracts, including SBSAs. The SBA reestablished Noble as a small business on April 28, 2026, after Noble revised its Limited Liability Company Agreement and applied for recertification.
In April 2026, Noble sought to refinance the Prepetition ABL Facility ahead of its July 31, 2026 maturity. Of 19 parties contacted, 17 signed non-disclosure agreements and several provided indications of interest, but Noble was unable to close a transaction given its ongoing operational challenges, tight liquidity, and onerous contract obligations. As working capital demands intensified over the summer of 2026, additional factors weighed on liquidity, including approximately $4.9 million of payments to the Internal Revenue Service on account of 2024 income tax liabilities, increased professional fees related to lender negotiations, and reductions in available credit under the company's credit card program with JP Morgan. Since April 2023 Noble, which is structured as an S-Corp for income tax purposes, has remitted approximately $14.5 million to the Internal Revenue Service on account of income tax liabilities.
The Path to Filing
Noble and its advisors explored strategic alternatives and engaged with existing lenders as well as prospective third-party financing sources and potential purchasers, making concessions to the Prepetition Term Loan Lenders that included retaining Portage Point Partners, LLC ("Portage Point") as financial advisor. The Prepetition Term Loan Lenders formally declined to provide additional financing on July 24, 2026. Noble then sought engagement and support from the DLA, holding a telephonic conference call with key DLA personnel on July 29, 2026 during which it shared sensitive financial information, including the status of lender negotiations, and requested an expedited review for financial support; Noble has not received an indication from the DLA that it is amenable to engaging on prospective solutions.
On July 31, 2026, the maturity date under the Prepetition ABL Credit Agreement, Noble and the Prepetition ABL Agent entered into a forbearance agreement extending the maturity date to September 30, 2026 and agreeing to a budget contemplating limited vendor payments and other critical disbursements necessary to effectuate a pay down of the Prepetition ABL Facility over a six-week period. In light of the wind-down contemplated by that agreement and budget, and the limited prospects for actionable financing or sale alternatives, Noble issued notices to all employees under the Worker Adjustment and Retraining Notification Act on August 10, 2026.
On or about August 11, 2026, Noble's outside counsel held an informal meeting with the DLA to preview the pending submission of a formal claim regarding the FSG-53 Contract under the Contract Disputes Act and attempt to resolve the parties' disputes informally, in the belief that a resolution with the DLA would enhance the company's prospects for securing new working capital. No resolution was reached. On August 27, 2026, the DLA sent Noble a notice terminating approximately $400 million of orders under the SOE contract, a termination Noble is evaluating and currently intends to appeal pursuant to the Contract Disputes Act of 1978 (41 U.S.C. chapter 71).
Chapter 11 Filing
The Debtors filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware on August 31, 2026, with joint administration requested. Robert Albergotti, a Managing Director of Triple P TRS, LLC, which is wholly owned by Portage Point, serves as Chief Transformation Officer of each of the Debtors; Portage Point is proposed financial advisor and Kurtzman Carson Consultants, LLC DBA Verita Global proposed claims and noticing agent.
Dual-Track Sale and Liquidation
Prepetition, Portage Point gauged market interest in a going-concern sale of some or all of the business and in financing to fund a Chapter 11 restructuring or otherwise improve liquidity. Eight parties entered into non-disclosure agreements and received access to a virtual data room and/or conducted in-person or telephonic meetings with Noble and Portage Point, and Portage Point received unsolicited inbound inquiries from potential third-party financing sources. Those processes did not produce a viable third-party financing source or purchaser before the filing.
The Debtors have two primary objectives in these cases: providing continued mission-critical support to military units globally through a consensual resolution of all issues with the DLA, and maximizing value through two parallel paths — a court-supervised marketing and sale process for some or all of the assets on a going-concern basis, and an orderly monetization and liquidation of inventory, receivables, and other assets. Proceeding in parallel rather than sequentially is intended to preserve strategic optionality while allowing orderly asset monetization.
Going-concern sale process — A comprehensive marketing and sale process, assisted by Portage Point, targeted for completion in approximately 75 days. Under the proposed milestones governing the Debtors' consensual use of cash collateral, the Debtors must obtain approval of bidding procedures governing the solicitation and selection of bids within 35 days of the Petition Date.
Orderly liquidation — A parallel monetization of inventory, accounts receivable, and other assets, structured to operate in concert with the going-concern marketing process rather than to foreclose a sale transaction, enabling the Debtors to begin monetizing assets promptly while preserving the ability to pivot to a going-concern transaction.
The DLA Disputes
The Debtors intend to continue engaging with the DLA on the FSG-53 Contract disputes, the inventory currently held related to DLA demand plans, and the recently terminated sales backlog. Noble has pursued a claim against the DLA under the Contract Disputes Act to recoup approximately $86 million owed under the FSG-53 Contract. Noble's SOE contract is up for renewal in the fourth quarter of 2026.
First-Day Relief
The First Day Motions seek authority to implement measures to preserve estate value, maintain uninterrupted operations, protect relationships with employees, customers, suppliers, and other constituencies, and facilitate an orderly wind-down and sale process. They comprise motions for:
limited use of cash collateral, together with adequate protection liens and superpriority administrative expense claims to the Prepetition Secured Parties and modification of the automatic stay;
continued use of the existing cash management system, bank accounts, and business forms, payment of related prepetition obligations, performance of intercompany transactions, and a limited waiver of section 345(b) deposit and investment requirements;
payment of certain taxes and fees;
payment of prepetition wages, compensation, employee benefits, and other employee obligations and continuation of certain employee benefit programs;
maintenance of prepetition insurance and payment of related obligations and broker fees;
retention of Verita Global as claims and noticing agent;
joint administration of the cases;
redaction of certain personally identifiable information and service by email;
payment of certain prepetition claims of critical vendors and lien claimants and confirmation of administrative expense priority for outstanding orders;
approval of proposed adequate assurance of payment to utility companies; and
restatement and enforcement of the worldwide automatic stay, anti-discrimination provisions, and ipso facto protections of the Bankruptcy Code.