Volume 47, Issue 6 - June 2012
Trainor Glass to
Sell Assets in Some Southern States to Harmon Inc.
“The debtor believes that, given its prior marketing efforts to sell the sale assets … the sale to Harmon is in the best interest of creditors because the purchase price is a fair and reasonable offer for the sale assets, and a sale of the sale assets allows the debtor to reduce its carry costs relating to the assets,” wrote Trainor Glass in its motion.
Additionally, Trainor officials say that prior to the filing of this motion, the company, along with its consultant, High Ridge Partners, “contacted potential strategic buyers and auctioneers regarding a sale of the sale assets and provided such parties with equipment lists.” Bids were due April 10 and five proposals were received from auctioneers and one was received from a “strategic buyer”—Harmon.
“In determining which offer presented the highest and best return for the sale assets, the debtor and its consultant considered the expenses relating to an auction, the proposed sharing agreement for auction proceeds over the guaranteed payment in the event of a sale to an auctioneer, the timing of a sale to a strategic buyer versus conducting an auction sale of the sale assets, and the likelihood of return above the guaranteed payment in the event of an auction,” continues the motion. “Based on their analysis, the debtor and its consultant concluded, with the consent of [creditor] First Midwest Bank and the [creditors] committee, that the offer from Harmon … was the highest and best offer for the sale assets.”
The sale includes all machinery, equipment, tools and supplies, “and other tangible property,” according to the asset purchase agreement filed with the court. The agreement catalogs a list of equipment and machinery included with the asset sale.
However, the sale excludes any asset not specifically identified as a purchased asset, according to the agreement, including “any cash, accounts inventory, goods, vehicles, boats, video conference equipment, computer equipment, office furniture, office equipment, and modular wall assets located in Farmers Branch, Texas, and all assets located in New Buffalo, Mich.”
The court had received one objection to the sale from Daniel Budorick of Pecker & Abramson, representing New York-based general contractor Skanska USA Building Inc., which had subcontracted several projects to Trainor in the south. These included the James B. Hunt Jr. Library at North Carolina State University, the Nemours Children’s Hospital in Orlando, Fla., and the Keohane Quadrangle at Duke University in Durham, N.C.
The company had requested permission from the court to hire substitute contractors to complete the work, and this request was accepted, but, upon the filing of the motion for authorization of the sale to Harmon, Skanska also requested that the court enter an order “excluding certain assets from the sale order, specifically all equipment and tools of [Trainor] that were left at any of the Skanska projects.”
In addition, Budorick requested Trainor provide a list of all the equipment and tools left at the Skanska projects, and that the company be permitted to use the equipment and tools until completion of the projects, and then return to Harmon upon completion.
“The substitute contractors and/or Skanska will have to use the equipment and tools that may have been left on the Skanska projects by the debtor,” writes Budorick.
According to the order from the court approving the sale to Harmon, the Skanska matter was resolved, permitting the company to continue to use the equipment and tools, and providing that the companies work out “an agreeable procedure for return of any such equipment and tools” at the completion of the named projects.
Champion Starts Work on WTC Transportation
The Deer Park, N.Y.-based company has been involved in planning for the project for more than a year.
“We have been involved since 2010—preparing shop drawings, engineering, submittals and security training for our staff,” says Champion president Ali Ghahremani. Ghahremani describes the transportation hub as “a connection between the different towers that allows pedestrians to move in and out of the buildings. Included with this are many stores, which resemble an inside mall.”
The company’s work also includes the elevator shaft enclosures in the underground hub. Champion is using low-iron, tempered, laminated glass that is 13/16-inch thick, according to Ghahremani. “That’s mainly to comply with the blast mitigation that is required,” he says.
Rochester Insulated Glass in Manchester, N.Y., is supplying the glass, and Los Angeles-based C.R. Laurence Co. Inc. has supplied “custom steel with stainless steel framing that houses the glass.”
“It’s [more than] 55,000 square foot of glass,” says Ghahremani. Like many projects, Champion became involved with the job through a bid process. “This is the type of work we like to do,” says Ghahremani. “It falls into place and is consistent with the level of work that we do normally. It is high-end, high-quality and means a lot to our city.”
Of course, with any high-profile project, there comes challenges.
“Safety and security are major factors of this project, not that it is not for others, but there is a whole new set of safety criteria to follow,” says Ghahremani. “To be part of the project of this size and magnitude, every person involved in this project has to go through background checks and specific training to be able to be work on the paperwork for this project, not to mention to be physically on-site. By contract, we are responsible for safety and security and our company has agreed to open our doors at any time for audits and security checks.”
PPG Sues Jeld-Wen for Breach of License
The complaint alleges that PPG is the owner of patent applications covering an insulating unit having a low thermal conducting edge, and, per the license agreement, PPG had granted to Jeld-Wen certain rights and licenses with respect to the patents. In exchange for the rights and licenses granted to Jeld-Wen by PPG, the window manufacturer is required to make periodic royalty payments to PPG.
“Despite several demands that it do so, Jeld-Wen has failed to make its required royalty payments,” alleges PPG in the complaint.
The suit also claims that “as a direct and proximate result of defendant Jeld-Wen’s breach of contract, PPG has suffered damages resulting from Jeld-Wen’s failure and refusal to pay the royalty payments required by the license agreement.” PPG alleges that its damages have exceeded $75,000, exclusive of interest and costs.
The original agreement regarding the patents was made on September 24, 1992, according to the complaint.
Jeld-Wen had not yet responded to the suit at press time,
and company officials declined to comment.