Worldwide Machinery - Chapter 11 Plan

Worldwide Machinery’s confirmed liquidation plan follows the sale of substantially all assets, whereby the estate transitions into a wind-down entity managed by Claritas Advisors to monetize retained causes of action and distribute proceeds to creditors, including holders of the allowed $72.7 million Caspian loan facility.

Plan Terms

Overview

The Debtors, comprising Worldwide Machinery Group, Inc., Worldwide Machinery, Ltd., Worldwide Operating, Inc., and Worldwide Machinery GP, LLC, commenced Chapter 11 cases on Sept. 11, 2025, in the Southern District of Texas.
Following the appointment of an Official Committee of Unsecured Creditors on Sept. 23, 2025, the Debtors consummated a sale of substantially all assets on Oct. 28, 2025.
The confirmed Plan designates seven classes of claims and interests and provides for the liquidation of remaining assets.
- Classes 1, 5, and 6 are Unimpaired and presumed to accept the Plan.
- Classes 2, 3, 4, and 7 are Impaired and entitled to vote.

Plan Implementation and Wind-Down

On the Effective Date, the Debtors will continue as "Wind-Down Debtors" for the purpose of:
- Preserving Retained Estate Claims and Causes of Action.
- Winding down remaining business affairs and liquidating assets.
- Resolving Disputed Claims and paying Allowed Claims.
The Plan establishes specific leadership roles to oversee the wind-down process:
- Wind-Down Director: Joe McInnis is appointed as the sole director, manager, and officer, with sole authority to act on behalf of the Wind-Down Debtors.
- Plan Administrator: Claritas Advisors LLC is appointed to administer the distributions to the Wind-Down Debtor Beneficiaries in accordance with the Plan Administrator Agreement.
- All other directors, managers, and officers of the Debtors are deemed to have resigned on the Effective Date.
Recourse for holders of Allowed Claims is limited solely to the assets of the Wind-Down Debtors, including the Wind-Down Reserve.

Treatment of Claims

Caspian Loan Claims: Allowed in the amount of $72,686,468.71 without the need to file a Proof of Claim.
Texas Tax Claims: To be paid in full prior to delinquency.
- The Texas Taxing Authorities retain liens on personal property securing such claims until paid in full.
Administrative Claims: Holders required to file requests for payment must do so by the Administrative Claim Bar Date; failure to file results in the claim being forever barred and released.

Releases and Exculpation

The Plan includes Debtor Releases, Third-Party Releases, and Exculpation provisions.
Released Parties: Include the Debtors, the Committee and its members, ABL Lenders, Caspian Lenders, and specific individuals including John T. Young, Jr., Robert Warshauer, Scott Avila, and Joe McInnis, along with their respective professionals.
Opt-Out Mechanism: Any party that properly submitted an Opt-Out Form is not considered a Releasing Party, regardless of their voting status.

General Provisions

Executory Contracts: All executory contracts and unexpired leases not previously rejected, assumed, or assigned are deemed automatically rejected on the Effective Date.
Insurance: The Wind-Down Debtors assume all insurance policies, vesting such policies in the Wind-Down Debtors who remain liable for all obligations thereunder.
Professional Fee Escrow: The Debtors must fund a Professional Fee Escrow Account in cash on the Effective Date to satisfy Allowed Professional Fee Claims.
- If the escrow is underfunded, the Wind-Down Debtors or Plan Administrator must transfer received cash to the account until fully funded.