Vintage Wine Estates: $140M Sale and Liquidating Plan
Vintage Wine Estates: $140M Sale and Liquidating Plan
ElevenFlo Research
June 6, 202612 min readUpdated September 8, 2026
Meier's Wine Cellars Acquisition, LLC — the chapter 11 vehicle for the wine platform Vintage Wine Estates — filed for bankruptcy in the U.S. Bankruptcy Court for the District of Delaware on July 24, 2024, under lead case number 24-11575 before Judge Mary F. Walrath. The debtors entered chapter 11 having already lined up a lender-backed sale process, and the first-day declaration framed the case as a liquidity-driven asset sale rather than an operational turnaround.
What began as a section 363 sale process moved through a lender-driven fight to convert the cases to chapter 7, a mediated settlement, and ultimately a consensual liquidating plan. The joint plan of liquidation went effective on February 28, 2025, transferring estate assets to a liquidation trust administered by trustee David P. Stapleton. More than a year after emergence, the trust remains in claims reconciliation, with no plan distributions yet reported and a final decree not expected until the end of 2026.
Senior secured superpriority facility up to $60.5 million from the BMO-led prepetition lender group, with roll-up of prepetition debt
Case Snapshot
Covenant Breaches, Forbearance, and the Path to Filing
The debtor group operated as Vintage Wine Estates, a wine platform selling across direct-to-consumer, wholesale, and business-to-business channels. The first-day declaration reports that in 2023 direct-to-consumer accounted for about 29% of net revenue, wholesale about 31%, and the business-to-business segment about 40%, the last of which included bulk wine sales, storage, fermentation, bottling, and private-label and contract-manufacturing services. The going-concern value ultimately sold as discrete brand and facility assets rather than as a single platform.
The declaration describes a balance sheet that had outrun the business. As of March 31, 2024, the debtors reported approximately $475 million of consolidated assets and $400 million of consolidated liabilities, against a prepetition credit agreement that provided up to roughly $458 million of financing. The company breached financial covenants in 2023 and then relied on a series of 2024 forbearance agreements as liquidity deteriorated, eventually requiring a July 2024 amendment that provided $7.5 million of additional funding to bridge the debtors into chapter 11.
The deterioration had already triggered an out-of-court response: in January 2024, Vintage Wine Estates announced a 15% workforce reduction and exit from noncore products, but those measures proved insufficient as covenant breaches accumulated through the year. Management ultimately attributed the chapter 11 filing to post-pandemic weakness in wine demand, inventory write-downs, integration costs from prior acquisitions, litigation expense, and diminishing liquidity. Vintage Wine Estates also sought to delist from Nasdaq in connection with the filing.
DIP Financing and the BMO Lender Group
The debtors entered chapter 11 with debtor-in-possession financing from their existing lender group, with BMO acting as agent for both the DIP and prepetition facilities. The DIP motion sought a senior secured superpriority facility with total commitments up to $60.5 million, structured as an interim commitment up to $21.5 million and a final commitment up to $26.5 million, together with roll-up mechanics that converted portions of the prepetition debt into the new facility.
Pricing under the DIP motion ran at adjusted term SOFR plus a 9.00% margin for revolver loans, or base rate plus an 8.00% margin, with a 2.00% default-rate premium. The facility also carried a 0.20% unused-line fee, a $1.06 million facility fee, and a $530,000 agent administration fee. The court entered the interim DIP order on July 25, 2024, and the final DIP order on August 19, 2024, with the final order reciting that the roll-up was part of the consideration for the new-money financing rather than an adequate-protection payment. BMO later accounted for that roll-up in calculating the prepetition debt that remained when it moved to convert the cases.
Section 363 Sale Process and the Foley Acquisition
The debtors filed an omnibus sale and bidding-procedures motion on the petition date and obtained a bidding procedures order on August 21, 2024, setting the framework for a marketed auction of the wine brands and production assets. The auction drew competing bids and produced aggregate consideration that Law360 reported at roughly $140 million, with the Foley family's investment vehicle among the approved buyers acquiring a portfolio of brands. A later court-approved transaction transferred Meier's Wine Cellars, Inc. itself to Bartow Ethanol of Florida, L.C. for $6.2 million.
The sale economics, however, came in well below the lenders' collateral expectations. One October 23, 2024 sale order reflected a $16 million cash purchase price, net of seller closing costs, plus assumed liabilities and a deposit structure of about $1.6 million. With substantially all assets sold by late 2024, the debtors were left with transition-services obligations and wind-down costs rather than an operating business.
BMO's Conversion Motion and the Recovery Gap
On December 4, 2024, BMO, as agent for the DIP and prepetition lenders, moved to convert the cases to chapter 7, arguing that the debtors had already sold substantially all assets, retained no material operations beyond transition-services obligations, and generated only about $149 million of net sale proceeds against a $258 million petition-date net orderly liquidation value. BMO asserted that prepetition debt still stood at roughly $282 million after accounting for the DIP roll-up, leaving an anticipated deficiency claim of at least $133 million.
The conversion motion also accused the estates of incurring continuing losses through professional-fee burn and post-sale wind-down costs. It stated that the first three operating reports showed nearly $32.4 million of net losses through September 30, 2024, that debtor and committee professionals had run about $4.6 million over budget, and that the debtors continued using cash collateral after the initial budget expired without lender consent or a fresh court order. Judge Walrath directed the debtors and lenders to negotiate rather than litigate the conversion question, sending the parties toward mediation.
Mediated Settlement and the Liquidation Trust Plan
The dispute resolved through a Rule 9019 settlement filed on January 7, 2025 among the debtors, the official committee of unsecured creditors, and the prepetition agent. The settlement followed mediation before Judge Goldblatt and resolved the conversion motion, the alleged unauthorized cash-collateral use, and the disputes over budget authority. It required an immediate cash payment of $89,239,931.90 to the prepetition agent, payment-over provisions for holdback funds, a lender-approved budget through plan effectiveness, and a $5 million funding reserve carved out to cover estate priorities, liquidation-trust funding, and then unsecured-creditor distributions.
The settlement set the central economic compromise for general unsecured creditors: the first $1 million of distribution value available to Class 4 would go to non-lender unsecured creditors, and only after that threshold would the prepetition agent's deficiency claim share pro rata with the rest of the class. The agreement also locked in the creation of a liquidation trust, designated the Stapleton Group / J.S. Held as liquidation trustee, and contemplated a three-member oversight committee with one agent representative, one committee representative, and one independent member. In exchange, the committee's adversary complaint would be dismissed with prejudice and the conversion motion withdrawn.
The confirmed joint plan of liquidation carried that structure forward, providing for a liquidation trust managed by the trustee and oversight committee, setting the claims-objection bar date at 180 days after the effective date unless extended, authorizing distributions through the trustee or a disbursing agent, and establishing a $50 de minimis distribution threshold. Judge Walrath entered the confirmation order on February 26, 2025, approving the plan and disclosure statement on a final basis.
The confirmation order found the plan satisfied Bankruptcy Code sections 1129(a) and (b), including the best-interests test, and treated the third-party releases as consensual while carving out claims against Patrick Roney, Jonathan Sebastiani, Moss Adams, and Cherry Bekaert from the release package. It vested liquidation-trust assets in the trust on the effective date, made the liquidation trustee the sole officer and director of Vintage Wine Estates and the surviving subsidiary debtors, and required final fee applications within 45 days after the effective date. The notice of effective date fixed February 28, 2025 as the effective date and set April 2, 2025 deadlines for administrative-expense and rejection-damages claims. Existing equity interests were canceled and deemed worthless under the plan.
Post-Confirmation Claims Reconciliation
Confirmation did not close the case. The liquidation trustee's second motion to extend the claims-objection deadline states that the trust is administering about 1,304 filed and scheduled claims with an aggregate face amount exceeding $3 billion. The motion traces the deadline from the original August 27, 2025 date, through a first extension to February 23, 2026, and then requested a further roughly 180-day extension so claims could be reconciled and resolved consensually where possible. The court granted the extension on February 20, 2026, moving the claims-objection bar date to August 24, 2026.
On the same date, the court granted the trustee's fourth substantive omnibus objection to claims, which targeted misclassified claims, amended or superseded claims, duplicate claims, satisfied claims, and amended satisfied claims. The trustee has continued to file quarterly post-confirmation reports for the jointly administered debtors throughout the wind-down.
Those reports show that no distributions have yet flowed to creditors. The quarter-ended December 31, 2025 report, filed by David Stapleton as trustee for the Meier's Wine Cellars Liquidation Trust, lists total cash disbursements of $0 for both the current quarter and since the effective date, reports zero payments to administrative, secured, priority, and general unsecured claims, and states that an application for final decree was anticipated by December 31, 2026. The quarter-ended March 31, 2026 reports again listed $0 in disbursements across all claim classes, confirming the trust remained in its claims-reconciliation phase with no creditor payouts made.
Discrete priority and administrative-claim cleanup has proceeded ahead of any general distribution. On May 27, 2026, the trustee filed a certification of counsel attaching a stipulation with the State of California, acting through the California Department of Tax and Fee Administration, to resolve the CDTFA's administrative expense claims against the debtors, and the court entered an order approving the stipulation the same day.
Professional Retentions and Final Fee Awards
The professional-fee stack reflects the marketing, sale, and wind-down work the case required. GLC Advisors / GLC Securities, as investment banker to the debtors, sought $4,697,500 in final compensation. Riveron RTS, as financial advisor, sought $3,797,323.25 in final compensation plus $63,115.58 in expense reimbursement. Epiq Corporate Restructuring, as administrative advisor, sought $21,717.60 in final compensation, separate from its compensation as notice and claims agent.
The court managed fee payments on an interim basis during the case. The March 31, 2025 omnibus second-interim fee order approved the listed second-interim applications, including any holdbacks, and authorized payment of 100% of allowed fees and expenses not already paid. The professional spend through the sale period — which BMO put at about $4.6 million over budget — featured in the conversion motion before the January 2025 settlement resolved it.
Key Timeline
Date
Event
July 24, 2024
Chapter 11 petitions and first-day declaration filed; DIP motion filed
July 25, 2024
Interim DIP order entered
August 19, 2024
Final DIP order entered
August 21, 2024
Bidding procedures order entered
October 23, 2024
Sale order entered ($16 million cash plus assumed liabilities)
December 4, 2024
BMO moves to convert the cases to chapter 7
January 7, 2025
Rule 9019 settlement filed resolving conversion and cash-collateral disputes
January 14, 2025
Joint plan of liquidation and disclosure statement filed
February 26, 2025
Confirmation order entered
February 28, 2025
Plan effective date; liquidation trust established
February 20, 2026
Claims-objection deadline extended to August 24, 2026; fourth omnibus objection granted
May 27, 2026
CDTFA administrative-claims stipulation approved
Key Timeline
Frequently Asked Questions
Who is the claims agent for Meier's Wine Cellars Acquisition?
Epiq Corporate Restructuring serves as the notice and claims agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.
What is the general claims-objection deadline?
The court extended the claims-objection deadline to August 24, 2026 by order entered February 20, 2026. The confirmed plan originally set the deadline at 180 days after the February 28, 2025 effective date, subject to extension.
Did existing Vintage Wine Estates equity recover anything?
No. Existing equity interests were canceled and deemed worthless under the confirmed liquidating plan, which became effective on February 28, 2025.
Are creditors receiving distributions?
Post-confirmation reports through the quarter ended March 31, 2026 report $0 in disbursements across all claim classes. The liquidation trust remains in claims reconciliation, and the trustee has projected an application for final decree by December 31, 2026.
This article was researched and written with AI assistance, using court filings, public records, and news sources. AI-generated content can contain errors. Verify all information against primary sources before relying on it. This is not legal or financial advice. Read our full disclaimer.
