Groff Tractor Mid Atlantic: 67-Year CASE Dealer Pursues Going-Concern Sale

Groff Tractor Mid Atlantic, LLC, a full-line CASE construction equipment dealer serving the Mid-Atlantic region with approximately 300 employees across 15 dealership locations, filed for chapter 11 bankruptcy on October 14, 2025. The case includes a 363 sale process with an auction scheduled 62 days after the petition date. The company—formed in February 2019 by combining three acquisitions made over 36 months by parent Groff Tractor Holdings—filed amid a broader construction equipment downturn, with CNH Industrial (CASE's parent company) reporting a 33% decline in construction net sales in Q4 2024 and forecasting an additional 5-10% decline for 2025. The Texas Mega Docket case includes a three-member "Restructuring Committee" with tie-breaking vote authority for bid selection, along with a sale structure that allows both comprehensive bids for all assets and partial bids for specific locations.

The filing comes as 45% of dealers report seeing fewer high-quality leads than the prior year and only 29% have achieved full integration of their technology systems. Secured creditors including CNH Industrial Capital America (the prepetition floor plan lender serving as DIP provider), Volvo Financial Services, U.S. Bank, and De Lage Landen Financial Services have contested various aspects of the financing arrangements, with an emergency second DIP motion filed December 11, 2025 drawing objections from both lenders and the Official Committee of Unsecured Creditors. As the auction approaches, the debtors—represented by CR3 Partners (with Michael Juniper as CRO), investment banker TM Capital, and counsel Bonds Ellis Eppich Schafer Jones—continue operating dealerships while pursuing a going-concern sale for the CASE franchise dating to 1958.

67 Years of CASE Dealership: From Ray Groff to Bankruptcy

The story of Groff Tractor spans nearly seven decades of construction equipment distribution, beginning when Ray Groff opened the dealership as a CASE dealer in Highspire, Pennsylvania in 1958. What started as a single location grew into a multi-state operation with almost 300 full-time employees and fifteen dealerships providing equipment and services across four states. The company's evolution from a regional Pennsylvania dealer to a multi-state operator includes consolidation in the equipment distribution industry and the later bankruptcy filing.

The business expanded over the following decades, adding new territories and manufacturer relationships. In 2006, the company became a dealer for Wirtgen America, a relationship that continued after John Deere acquired Wirtgen in 2017. The dealership also expanded into Western Pennsylvania approximately 25 years ago, building a presence across the central and western portions of the state. By 2023, the Pennsylvania operations included 10 John Deere Construction & Forestry locations, serving markets ranging from Mechanicsburg to Harmony.

Roll-Up Strategy and Formation of GT Mid Atlantic.

The formation of GT Mid Atlantic LLC consolidated operations under Groff Tractor Holdings. Between 2016 and 2019, the holding company acquired three dealerships that would later be combined into a unified operating entity. On February 1, 2019, these acquisitions were formally combined to create GT Mid Atlantic LLC, bringing together previously independent operations under common ownership and management.

The newly formed entity assembled a leadership team to oversee the integration. Pat Sherwood, with over 29 years of industry experience, assumed the role of President and Chief Operating Officer. Eric Marburger became Vice President and General Manager of Maryland and Delaware operations, while Bill Barry took on the same role for New Jersey. Mike Chenet continued to lead the CC&T division, which specialized in asphalt paving products. This structure maintained leadership roles for each market under unified ownership.

GT Mid Atlantic sold, serviced, and rented construction and road building machines from approximately 20 top brands. The company's geographic footprint expanded to cover Maryland, Delaware, New Jersey, Pennsylvania, Washington D.C., and Northern Virginia.

Equipment Brands and Market Position.

GT Mid Atlantic developed relationships with multiple equipment manufacturers, establishing itself as a multi-brand dealer capable of serving diverse customer needs across construction segments.

The primary relationship with CASE Construction Equipment connected GT Mid Atlantic to CNH Industrial's global distribution network. CNH Industrial operates through over 2,600 dealer and distribution locations in 164 countries, with the construction business leveraging more than 400 dealers. Unlike the 12 company-owned dealerships in North America and Europe, GT Mid Atlantic operated as an independent dealer—a distinction that became relevant in the bankruptcy proceedings as CNH Industrial Capital America emerged as both secured creditor and DIP lender.

Debtor Entities.

The chapter 11 filing encompasses three jointly administered entities, each serving a distinct function in the corporate structure:

Notably, Groff Tractor & Equipment, LLC—which operates 10 John Deere Construction & Forestry locations throughout Pennsylvania—is a separate entity and is not a debtor in this case. That entity maintains operations in Mechanicsburg, Ephrata, Bellefonte, New Stanton, Ebensburg, Bethlehem, Harmony, Lewisberry, and Sellersville, continuing its focus on the Pennsylvania market independently from the bankruptcy proceedings.

Industry Headwinds: CNH Dealer Network Under Pressure

The construction equipment industry entered 2025 with lower sales and dealer destocking reported by manufacturers and industry surveys.

CNH Industrial Performance Decline.

CNH Industrial's financial performance declined in late 2024 and early 2025. The company's Q4 2024 results showed declines in construction equipment sales:

The construction net sales decline was 33% year over year. The "dealer destocking" dynamic described by CNH meant that manufacturers were reducing shipments to dealers as inventory levels needed to rebalance with actual market demand.

CNH projected construction equipment sales to decline an additional 5-10% compared to 2024, with agricultural equipment (served by related CNH brands) expected to fall 13-18%.

Dealer Network Challenges.

Industry surveys documented the scope of these difficulties:

Broader Bankruptcy Environment.

GT Mid Atlantic's filing occurred amid a surge in corporate bankruptcies that reached levels not seen since 2010. The industrial sector proved particularly vulnerable:

The industrial sector's heightened bankruptcy activity reflected tariff-related cost increases that squeezed manufacturers and their supply chains.

Labor Shortage Context.

The construction industry's persistent labor shortage is reported in industry coverage. The U.S. Bureau of Labor Statistics reported over 440,000 open positions in construction as of early 2025, representing a persistent shortage of qualified machine operators and technicians that hampers productivity.

Expedited 363 Sale Process

GT Mid Atlantic moved quickly from filing to sale, proposing an accelerated timeline while the dealerships continued operations.

Sale Timeline.

The Sale Motion filed on October 31, 2025 seeking approval of bidding procedures came 17 days after the petition date. The court entered the Bidding Procedures Order on November 14, setting the stage for a December auction and sale hearing.

The auction location at the offices of Bonds Ellis Eppich Schafer Jones LLP in Fort Worth, Texas situates the proceeding near the court and debtor's counsel.

Bid Structure and Flexibility.

The sale structure provides flexibility that accommodates different bidder interests:

The partial bid option allows bidders to pursue specific locations. A buyer interested in the New Jersey market, for example, could bid on those specific locations without committing to the entire footprint.

Unusual Feature: The Restructuring Committee.

The bidding procedures include a three-member "Restructuring Committee" with tie-breaking vote authority for bid selection.

The Restructuring Committee creates a formal mechanism for stakeholder input into bid selection decisions.

The specific composition and voting procedures of the Restructuring Committee were established through the bidding procedures order, creating a framework that bidders must understand as they structure their offers and prepare for potential negotiations.

DIP Financing and Creditor Disputes

The case's financing structure includes floor plan lenders holding secured positions and providing post-petition funding.

Primary DIP Facility.

CNH Industrial Capital America, LLC—the prepetition floor plan lender—extended DIP financing to support continued operations:

Cash Collateral.

Parallel to the DIP facility, the debtors filed a Cash Collateral Motion to obtain authority to use cash collateral—the cash generated by operations that is subject to secured creditor liens:

Four interim cash collateral orders were entered between October 28 and December 12, 2025.

Emergency Second DIP Motion and Creditor Objections.

On December 11, 2025—one day before the bid deadline—the debtors filed an Emergency DIP Motion for additional financing. This second DIP motion drew objections from multiple parties:

The objections from CNH Capital, the UCC, and Volvo Financial Services opposed the proposed terms.

A revised proposed order filed December 15, 2025 addressed the objections raised.

Secured Creditor Landscape.

Multiple floor plan lenders and equipment financiers hold secured positions in the debtors' assets:

The presence of multiple floor plan lenders—CNH Capital for CASE equipment and Volvo Financial Services for Volvo-branded equipment—means each lender has security interests in specific equipment inventory.

Contested Matters

Beyond the DIP financing disputes, several other contested matters have emerged in the case.

Cure Cost Disputes.

The Cure Cost Notice filed November 14, 2025 identified the amounts the debtors propose to pay to cure defaults under executory contracts and unexpired leases that might be assumed in connection with a sale. Multiple parties filed objections in early December:

Landlords and contract counterparties may disagree with the debtor's calculation of pre-petition defaults that must be cured before contracts can be assigned to a buyer.

Protective Order and Confidentiality.

The debtors sought emergency relief through a Protective Order Motion filed November 19, 2025, and CNH Industrial filed motions to seal certain exhibits. The court granted the motion to seal on December 3, 2025.

Professional Retentions

The case includes professional teams for both the debtors and the Official Committee of Unsecured Creditors, along with counsel for major secured creditors.

Debtor Professionals.

Michael Juniper serves as the designated CRO, and Jim Price serves as Interim President. TM Capital serves as investment banker.

Committee Professionals.

The Official Committee of Unsecured Creditors retained counsel and a financial advisor.

Secured Creditor Counsel.

CNH Industrial Capital America retained Nelson Mullins and Clark Hill.

Construction Equipment Market Context

The GT Mid Atlantic bankruptcy occurs within a construction equipment market tracked by industry and market research sources.

Market Outlook.

The broader construction equipment market retains scale and projected growth:

CNH Dealer Network Structure.

CNH Industrial's dealer network model provides context for GT Mid Atlantic's position and the potential for the franchise to continue under new ownership:

• Products available through 2,600+ dealer and distribution locations globally
• Construction business leverages more than 400 dealers worldwide
• Dealers are generally independent businesses, not company-owned
• Only 12 company-owned dealerships operate in North America and Europe
• CASE Construction Equipment relationship requires dealer agreements and franchise commitments

The independent dealer model means that CASE and CNH distribute through dealers like GT Mid Atlantic. A buyer acquiring the GT Mid Atlantic franchise would need to satisfy CASE/CNH requirements to continue as an authorized dealer.

Key Timeline

Frequently Asked Questions

What is Groff Tractor Mid Atlantic and why did it file bankruptcy?

GT Mid Atlantic is a full-line construction equipment dealer serving the Mid-Atlantic region (Maryland, Delaware, New Jersey, Pennsylvania, Washington D.C., and Northern Virginia) with approximately 300 employees across 15 dealership locations. The company filed chapter 11 on October 14, 2025, amid a broader construction equipment downturn that saw CNH Industrial report 33% declines in construction net sales for Q4 2024 and forecast additional 5-10% declines for 2025.

What is the company's history?

The original Groff Tractor was founded by Ray Groff in 1958 as a CASE dealer in Highspire, Pennsylvania. The company grew over the following decades, and between 2016 and 2019, parent Groff Tractor Holdings acquired three dealerships: Trico Equipment (New Jersey), Folcomer Equipment (Maryland/Delaware), and CC&T (asphalt products). These acquisitions were combined on February 1, 2019, to form GT Mid Atlantic LLC.

What is the sale timeline?

The case is proceeding on an expedited schedule: filed October 14, sale motion filed October 31 (17 days later), bidding procedures order entered November 14, bid deadline December 12, auction December 15, and sale hearing December 18, 2025. The total timeline from filing to sale hearing spans approximately 65 days.

Can bidders buy individual locations rather than the entire company?

Yes. The bidding procedures expressly allow for both comprehensive bids covering all assets and "Partial Bids" for specific dealership locations. This structure provides flexibility to attract bidders interested in particular markets or facilities without requiring commitment to the entire 15-location footprint.

What is the Restructuring Committee?

The bidding procedures establish a three-member "Restructuring Committee" with a tie-breaking vote mechanism that has authority in bid selection. The committee creates a formal mechanism for stakeholder input into the decision process.

Who is providing DIP financing?

CNH Industrial Capital America, LLC—the prepetition floor plan lender for CASE equipment—is serving as DIP lender under an initial facility approved in late October 2025. An emergency second DIP motion filed December 11, 2025, drew objections from CNH Capital itself, Volvo Financial Services, and the Official Committee of Unsecured Creditors. A revised proposed order was filed December 15, 2025.

Are the dealerships still operating during bankruptcy?

Yes. Per the company's official announcement, dealerships continue to operate during the bankruptcy process while the debtors pursue a going-concern sale. This operational continuity preserves customer relationships, manufacturer arrangements, and employee retention that contribute to the business's value as a going concern.

What equipment brands does GT Mid Atlantic sell?

The dealerships sell new and used equipment including CASE Construction, Astec, Sakai, Liebherr, Epiroc, and Terramac brands. CASE Construction Equipment is the primary OEM relationship, connecting GT Mid Atlantic to the CNH Industrial dealer network.

How is the construction equipment dealer industry performing overall?

The industry faces reported conditions: 45% of dealers report fewer high-quality leads than the prior year, only 29% have fully integrated technology systems, CNH forecasts 5-10% construction equipment sales declines for 2025, and over 717 corporate bankruptcies occurred through November 2025 (up 14% from 2024), with industrials particularly hard hit by tariff impacts.

Is Groff Tractor & Equipment (Pennsylvania) included in the bankruptcy?

No. Groff Tractor & Equipment, LLC—which operates 10 John Deere Construction & Forestry locations throughout Pennsylvania including Mechanicsburg, Ephrata, Bellefonte, and Bethlehem—is a separate entity and is not a debtor in this case. That business continues normal operations independently from the GT Mid Atlantic bankruptcy.

Who is the claims agent for Groff Tractor Mid Atlantic?

Epiq Corporate Restructuring, LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

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