CalAmp: Prepack Chapter 11 Restructures $275M Debt Stack
CalAmp filed a June 2024 prepackaged chapter 11 in Delaware after restructuring negotiations under an RSA, confirming the plan in July 2024 and reaching an effective date later that month to reset funded debt and ownership.
CalAmp Corp. filed chapter 11 petitions in Delaware on June 3, 2024 to implement a prepackaged restructuring that converted its secured noteholder group into the equity owner of a newly private company. The case was marketed as a fast, sponsor-creditor-backed recapitalization rather than a prolonged operational turnaround, with the company emphasizing continued operations and a balance-sheet fix designed to reduce debt, go private, and strengthen financial flexibility to support innovation through a consensual financial restructuring.
The restructuring thesis, as reflected in the court filings, was that CalAmp’s post-2016 SaaS pivot, customer payment-term programs, and revenue decline created a liquidity and covenant problem that could not be solved through a conventional strategic-alternatives process. The company's First Day Declaration described a multi-year marketing process that produced no actionable offers and a tightening liquidity runway as cash balances fell and credit availability became constrained by minimum-cash requirements.
| Debtor(s) | CalAmp Corp. |
| Court | U.S. Bankruptcy Court, District of Delaware |
| Case Number | 24-11136 |
| Judge | Hon. Laurie Selber Silverstein |
| Petition Date | June 3, 2024 |
| Confirmation Date | July 11, 2024 |
| Effective Date | July 31, 2024 |
Company Profile
Product overview. CalAmp described itself in its First Day Declaration as a "connected intelligence" company using a cloud platform (CalAmp Telematics Cloud) to ingest device data and produce targeted operational insights. In filings, CalAmp grouped its domestic business into four segments: Industrial (hardware/services for large OEM customers), Telematics Solutions Providers (hardware sold to TSPs for resale), Fleet (hardware plus services for transportation/logistics/municipal/commercial customers), and K-12 (hardware/services for school districts and government entities, including through Synovia). Trade coverage framed CalAmp as a fleet/telematics and connected-vehicle technology provider, with product positioning tied to vehicle tracking, data intelligence, and fleet management.
Reporting described CalAmp's K-12 footprint through school-bus tracking and related solutions and noted Synovia's role in that market.
Strategic shifts and acquisitions. CalAmp shifted business strategy toward software and services starting in 2016, which it described as a pivot toward a SaaS model. At the same time, CalAmp’s acquisition history brought in assets that were expected to create new growth vectors but also introduced integration and capital-allocation risk. A notable transaction was CalAmp’s 2016 acquisition of LoJack, which was announced as an all-cash deal valued around $134 million. Years later, CalAmp sold LoJack’s U.S. business to Spireon, while retaining certain international LoJack operations and intellectual property as described in press reporting and transaction announcements.
CalAmp also acquired Synovia in 2019 at a reported purchase price of about $50 million.
Drivers of Distress and Strategic Alternatives
Distress drivers. CalAmp's First Day Declaration described a set of operational and financial drivers.
- Customer adoption and the SaaS transition. Filings described an effort to transition customers to a SaaS model, with the company later describing that customers resisted the transition and revenue continued to decline.
- Revenue decline and market/operational explanations. The declaration described a sharp revenue drop: fourth-quarter revenue declined from $78.5 million at the end of February 2023 to $43.8 million in February 2024, described as a 44% year-over-year decline. The declaration attributed the decline to factors including excess inventory at customers and post-COVID market conditions. Trade reporting similarly framed the filing as the end of a multi-year transition and “lackluster performance” period.
- Working capital strain from extended payment terms. The declaration stated that CalAmp offered three-year payment terms to customers that generated revenue but increased working-capital stress due to delayed billing.
- Cash balance erosion and constraints on borrowing availability. CalAmp's filings described cash balances falling from approximately $80 million (FY 2022) to about $40 million (FY 2023), and described that the lower cash level prevented access to an asset-backed credit line due to minimum cash balance requirements.
- Imminent covenant/default pressure tied to audited financial statements. The declaration described a near-term default trigger connected to audited financial statements and the risk of a "going concern" qualification, with cross-default implications under the debt stack.
Strategic alternatives. The filings described two parallel but related prepetition efforts: a marketing process and a financing process.
On marketing, CalAmp’s declaration stated it engaged Guggenheim Securities in June 2022 to evaluate strategic alternatives, including a sale, and that Guggenheim ran a sales process in summer 2023 but CalAmp received no offers; the company later terminated Guggenheim’s engagement in February 2024. On financing, the filings described the company engaging Stifel in July 2023 to pursue debt financing concurrently with the sale process, narrowing to two sources as performance deteriorated, and then losing one lender’s interest—leaving Lynrock as the viable liquidity counterparty.
Prepackaged Go-Private Restructuring
Prepetition capital structure. CalAmp's filings described approximately $275 million of funded debt: a $45 million secured term loan and $230 million secured notes (originally issued in 2018), with Lynrock described as the sole term-loan lender and holder of 99.63% of the secured notes. The following table summarizes the debt stack as described in the first-day declaration.
| Instrument (as described in filings) | Principal (approx.) | Creditor position highlights |
|---|---|---|
| Secured term loan | $45.0 million | Lynrock described as sole lender; facility documented in 2023 term-loan documents. |
| Secured notes | $230.0 million | Lynrock described as holding ~99.63% of the notes. |
| Total funded debt | $275.0 million | Petition-date description in first-day declaration. |
RSA and solicitation. Filings described an RSA executed on May 31, 2024 with the consenting creditor group. The court entered an order setting the combined hearing for July 11, 2024, with an objection deadline of July 5, 2024 and a release opt-out deadline at the same time.
Cash collateral. The Final Cash Collateral Order described budget gating, periodic budget updates that required consenting-lender acceptance, and detailed reporting and variance testing.
| Control | Description |
|---|---|
| Budget authority | Authorized limited cash collateral use subject to a court-approved budget and permitted variances |
| Budget update cadence | Required delivery of updated budgets on a recurring cadence, with effectiveness tied to consenting-lender acceptance |
| Reporting package | Weekly and monthly variance reporting, A/P reports, and rolling variance testing |
| Rolling variance thresholds | Receipts not less than 75% of budgeted receipts; disbursements not more than 120% of budgeted disbursements (subject to exclusions) |
Carve-out structure. The final cash collateral order included a carve-out structure that included statutory fees, a chapter 7 trustee amount (if applicable), and professional fee caps that would apply after a triggering event.
| Carve-out component (as summarized) | Amount/feature |
|---|---|
| Debtor professionals post-trigger cap | $500,000 |
| Committee professionals post-trigger cap | $100,000 |
| Trustee amount (if applicable) | $25,000 |
Plan economics. The Chapter 11 Plan's treatment provisions:
- The secured term loan claims (Class 3) were impaired and were amended and restated to reduce the applicable margin from 6.75% to 5.00% and to extend maturity from four years after the term-loan closing date to seven years after that closing date; Class 3 voted on the plan.
- The secured notes claims (Class 4) were described as paid in full in cash, but consenting noteholders agreed to accept lesser treatment and receive 100% of the new equity interests; Class 4 was unimpaired and deemed to accept.
- General unsecured claims (Class 5) were unimpaired and generally treated as paid in full in cash if due at/before the effective date, or paid in the ordinary course if not yet due, or otherwise rendered unimpaired by agreement.
- Equity interests and section 510(b) claims (Class 8) were impaired and cancelled on the effective date with no distribution.
The table below summarizes class-level treatment.
| Class | Stakeholder group | Impairment/vote | Treatment (high level) |
|---|---|---|---|
| Class 3 | Secured term loan claims | Impaired; voting class | Amended/restated term loan: margin reduction and maturity extension. |
| Class 4 | Secured notes claims | Unimpaired; deemed to accept | Consenting noteholders receive 100% of new equity interests. |
| Class 5 | General unsecured claims | Unimpaired; deemed to accept | Paid in full in cash if due; otherwise paid in ordinary course or other unimpaired treatment. |
| Class 8 | Equity + section 510(b) | Impaired; deemed to reject | Cancelled with no distribution. |
Releases and exculpation. The Confirmation Order approved release, exculpation, and injunction provisions as part of the plan package and treated plan modifications as not materially adverse, so no re-solicitation was required. The Combined Hearing Order tied the release opt-out deadline to the objection deadline and provided that parties who did not object could be deemed to have provided releases under the plan framework.
Two confirmation-order details are reflected in the confirmation record. The confirmation order stated that nothing precluded the SEC from enforcing its police or regulatory powers and preserved governmental rights as described in bankruptcy filings. The confirmation order also included cancellation language for prepetition equity and other instruments on the effective date (with exceptions for reinstated instruments and the amended term-loan documents).
External reporting described plan changes requested by the U.S. Trustee's office and the SEC.
Confirmation, Effective Date, and Go-Private Outcome
Confirmation and effective date. The court confirmed the plan on July 11, 2024. The plan became effective on July 31, 2024, and the Effective Date Notice stated that discharge, release, injunction, and exculpation provisions were in effect and that executory contracts and unexpired leases not scheduled for rejection were deemed assumed.
From a corporate-outcome standpoint, CalAmp and Lynrock framed the effective date as the completion of a rapid go-private recapitalization. CalAmp’s August 1, 2024 release stated CalAmp was now privately owned by Lynrock and highlighted a timeline of less than 60 days and the elimination of $230 million of debt. A separate release similarly emphasized governance changes and the economic rationale (reducing interest and public-company overhead).
Asset and liability estimates. Coverage at filing described CalAmp estimating assets around $281.2 million and liabilities around $355.4 million, and described the restructuring as paying other creditors in cash while secured noteholders took equity.
Professional Fees and Key Advisors
Key professionals. CalAmp's docket reflects the following professional retentions:
- Claims and noticing agent and administrative advisor. Stretto was appointed as Claims and Noticing Agent effective as of the petition date to handle notice, claim intake, claims registers, and related tasks under clerk-delegated authority. The debtors also sought to retain Stretto as an Administrative Advisor for services outside the claims/noticing scope, including solicitation and plan-administration support.
- Investment banker/financial advisor. The debtors sought to retain Oppenheimer as Investment Banker, with a $75,000 monthly advisory fee and a success-fee structure tied to restructuring or financing transactions, subject to an aggregate fee cap described in the retention application.
- Counsel. The docket includes retention of Potter Anderson & Corroon LLP as counsel to the debtors and debtors in possession.
The court entered an Omnibus Final Fee Order awarding final fee applications for certain retained professionals.
| Professional | Role | Final fees/expenses allowed |
|---|---|---|
| Potter Anderson & Corroon LLP | Debtors’ counsel (as retained) | $923,235.50 fees + $10,351.71 expenses. |
| Oppenheimer & Co. Inc. | Investment banker/financial advisor | $2,812,500.00 fees (no expenses reflected in exhibit). |
| Stretto, Inc. | Administrative advisor | $4,782.95 fees (no expenses reflected in exhibit). |
Case Closing and Final Decree
Case closing. The reorganized debtors filed a final report stating that the plan had been substantially consummated, all plan distributions had been made or would be made in accordance with the plan, and there were no pending adversary proceedings or contested matters affecting substantial consummation. The court entered a Final Decree on September 23, 2024 closing the four chapter 11 cases and terminating Stretto's claims and noticing services (subject to post-closing deliverables). The closing order preserved the ability to reopen the cases for cause.
Key Timeline
| Date | Milestone |
|---|---|
| May 31, 2024 | RSA executed |
| June 3, 2024 | chapter 11 petitions filed; go-private prepack announced |
| June 4, 2024 | Court entered combined hearing/solicitation procedures order |
| June 27, 2024 | Final cash collateral order entered |
| July 5, 2024 | Objection deadline and release opt-out deadline |
| July 11, 2024 | Plan confirmed |
| July 31, 2024 | Plan effective date |
| Aug. 1, 2024 | Go-private completion announced |
| Sept. 23, 2024 | Final decree entered; cases closed |
Frequently Asked Questions
When did CalAmp file for chapter 11 bankruptcy, and in what court?
CalAmp filed chapter 11 petitions on June 3, 2024 in the U.S. Bankruptcy Court for the District of Delaware. The company also described the case publicly as a prepackaged chapter 11 designed to implement a go-private restructuring.
What does CalAmp do, and what markets did it emphasize in filings?
In first-day filings, CalAmp described itself as a connected intelligence company using a cloud telematics platform and grouped its domestic business into Industrial, Telematics Solutions Providers, Fleet, and K-12 segments (including through Synovia). Industry coverage similarly framed the company in fleet/telematics and connected-vehicle markets.
What type of chapter 11 did CalAmp file?
CalAmp filed a prepackaged chapter 11 with votes solicited before the petition date. The court scheduled a combined disclosure/confirmation hearing for July 11, 2024, with an objection and release opt-out deadline of July 5, 2024.
What problems did CalAmp cite as the drivers of the filing?
Filings described a multi-year SaaS pivot and customer adoption challenges, working-capital strain from extended payment terms, a sharp revenue decline, shrinking cash balances, and default pressure connected to financial reporting/covenant issues. Trade reporting similarly described the filing as the end of a longer transition and a failed strategic alternatives effort.
How much debt did CalAmp report at filing, and who held most of it?
CalAmp’s first-day declaration described approximately $275 million of funded debt (a $45 million secured term loan and $230 million secured notes) and described Lynrock as both the term-loan lender and holder of 99.63% of the secured notes.
What happened to the $230 million secured notes under the plan?
The plan treatment provisions stated that consenting noteholders agreed to accept equity and would receive 100% of the new equity interests on account of their secured notes claims. External reporting also described the restructuring as a debt-for-equity conversion in which secured noteholders became the equity owners of the reorganized business.
What changed for the $45 million secured term loan under the plan?
The plan stated that the secured term loan would be amended and restated to reduce the applicable margin from 6.75% to 5.00% and to extend maturity from four years after the term-loan closing date to seven years after that closing date.
What happened to general unsecured creditors and other non-voting creditor classes?
The plan treatment provisions described general unsecured claims as unimpaired and generally to be paid in full in cash if due on or before the effective date, or paid in the ordinary course if not yet due, or otherwise treated to render the claim unimpaired. Media coverage at filing similarly described that other creditors would be paid in cash.
What happened to existing equity holders?
The plan provided that equity interests and section 510(b) claims would be cancelled on the effective date with no distribution. Confirmation coverage also described that equity was cancelled as part of the restructuring.
Who is the claims agent for CalAmp?
Stretto, Inc. served as the claims and noticing agent. The firm maintained the claims register and distributed case notifications to creditors and parties in interest (as described in bankruptcy filings).
For more chapter 11 case coverage, visit the ElevenFlo bankruptcy blog.
