STG Logistics: Priming DIP and Roll-Up Targets a Fast Exit
STG Logistics filed chapter 11 in New Jersey with a priming DIP (new money + roll-up) and milestones targeting a ~125-day exit. Terms and dispute overview.
The STG Logistics chapter 11 filing is a financing-and-governance case as much as it is an operating-company case. Bankruptcy filings describe an asset-intensive intermodal and drayage platform entering court with a priming DIP facility that combines new money with a significant roll-up, and with milestone language that targets an accelerated timeline to confirmation.
The operational objective was to keep freight moving and maintain vendor and counterparty support during a weak freight market, while also addressing creditor conflict tied to earlier capital-structure moves and litigation. The filing was framed as a negotiated deleveraging effort paired with roughly $150 million in committed new-money financing, and STG stated operations would continue during the restructuring process.
| Debtors | STG Logistics, Inc. et al. (multi-debtor filing; bankruptcy filings list dozens of affiliated entities) |
| Court | U.S. Bankruptcy Court (D. New Jersey) |
| Lead case | 26-10258 (MEH) |
| Judge | Mark Edward Hall |
| Petition date | 2026-01-12 |
| Posture | Multi-debtor chapter 11 filing (bankruptcy filings reflect 40 petitions under a single docket identifier) |
| Business | Integrated port-to-door logistics platform spanning intermodal, drayage, over-the-road, CFS/transloading, and contract logistics |
| Reported scale | ~2,150 drivers; ~15,000 domestic intermodal containers; ~3,300 chassis; ~4.5M sq. ft. warehousing; 130+ leased/partnership facilities |
| Prepetition funded debt (approx.) | ~$1.159B |
| Sponsors referenced | Wind Point Partners and Reception Oaktree Aggregator (bankruptcy filings; sponsor backdrop includes the 2022 XPO Intermodal acquisition) |
| DIP package (headline) | Up to $293.75M total commitments, including up to $150M new money and a $143.75M roll-up |
| DIP pricing as described in bankruptcy filings | 8.00% per annum, payable PIK |
| Targeted timeline | Milestones described as targeting confirmation within ~115 days and plan effectiveness within ~125 days postpetition |
| Claims & noticing agent | Epiq Corporate Restructuring, LLC |
| Debtor-side advisors (first day) | Kirkland & Ellis / Cole Schotz (counsel); AlixPartners (financial advisor); PJT Partners (investment banker) |
| Table: Case Snapshot |
Restructuring Framework and DIP Financing
RSA: recapitalization path with a sale option. Bankruptcy filings describe a restructuring support agreement executed on January 12, 2026 that contemplates (i) a recapitalization transaction with equitization and takeback debt and/or (ii) a sale transaction after a market check. Public reporting framed the filing as a negotiated restructuring for a company described as having more than $1 billion of debt. The dual-track structure matters because a recapitalization can preserve platform continuity while a sale process can resolve intercreditor disputes through a valuation-based cash waterfall.
DIP financing: new money + roll-up + fast milestones. In the STG Logistics chapter 11 case, the core first-day financing package is a priming DIP facility described in bankruptcy filings as providing liquidity and a framework to implement the RSA. The filing was paired with a reported $150 million new-money component, and STG described a strategic transaction designed to strengthen its financial foundation. Bankruptcy filings provide more detail on how the facility is constructed across interim and final phases and how the roll-up functions.
| DIP component as described in bankruptcy filings | Amount | When it becomes available | Practical implication |
|---|---|---|---|
| Total DIP commitments | $293.75M | Overall cap | Blend of liquidity support + balance-sheet positioning |
| Interim new money | $85.0M | At interim approval | Immediate stabilization for payroll, vendors, admin, and working capital |
| Final new money | $40.0M | At final approval | Additional liquidity capacity contingent on final hearing outcomes |
| Incremental new money | Up to $25.0M | Immediately prior to plan effective date | Bridge to emergence; tied to liquidity thresholds in filings |
| Interim roll-up | $97.75M | At interim approval / funding | Converts specified prepetition term loan claims into DIP obligations with altered priority |
| Final roll-up | $46.0M | At final approval / funding | Expands roll-up impact on constituency economics and litigation posture |
| Total roll-up | $143.75M | Interim + final | Material non-cash change in creditor position inside the case |
DIP economics and termination. Bankruptcy filings describe DIP pricing as 8.00% per annum payable in kind by capitalizing interest into principal. Filings describe the DIP termination concept as the earliest of six months from entry of an interim order (with possible extension on required lender consent), consummation of a sale of substantially all assets, the effective date of a chapter 11 plan, or acceleration under the DIP documents.
Budget discipline and reporting governance. Bankruptcy filings describe a 13-week budgeting approach with periodic updates and variance testing. This structure effectively places the debtors inside a lender-supervised cash regime that can be as consequential as the headline interest rate.
| Governance feature as described in bankruptcy filings | What it does in practice |
|---|---|
| Approved DIP budget + permitted variances | Constrains the permitted uses of DIP proceeds and cash collateral |
| Regular budget refresh cycle | Forces rolling 13-week forecasting and repeated lender review |
| Variance testing cadence | Creates early warning and potential default triggers tied to liquidity and performance |
Stakeholder treatment overview (described, not yet a confirmed plan). Bankruptcy filings include a high-level summary of claimholder outcomes under the recapitalization versus sale paths. These are not final plan terms, but they show why the DIP package and milestone calendar are central to negotiating leverage.
| Stakeholder group as described in bankruptcy filings | Recapitalization path (described in bankruptcy filings) | Sale path (described in bankruptcy filings) | Practical note |
|---|---|---|---|
| FLFO term loans | Takeback term loans (subject to an allocation condition) plus equitization | Pro rata share of “net distributable cash” as described in bankruptcy filings | First-out claims often drive governance; treatment details are key for valuation fights |
| FLSO term loans | Equitization | Pro rata share of “net distributable cash” as described in bankruptcy filings | Second-out outcomes can swing depending on enterprise value and intercreditor terms |
| FLTO term loans | Cancelled | Pro rata share of “net distributable cash” as described in bankruptcy filings | The “cancelled vs. pro rata cash” contrast highlights why the sale option matters |
| STG Distribution RCF (LOCs) | “Committed RCF treatment” for holders committing to provide an exit RCF commitment | Repayment or cash collateralization for holders committing to provide an exit RCF commitment | LOC/surety capacity can matter operationally even when drawn amounts are limited |
| Reception Purchaser first-lien claims | Takeback term loans (subject to allocation) | Pro rata share of “net distributable cash” as described in bankruptcy filings | Separate debt silo can create distinct negotiation dynamics around collateral and maturity |
| Equipment financing and capital leases | Takeback equipment financing debt | Cash or collateral as described in bankruptcy filings | Keeping equipment financing stable can reduce disruption risk tied to equipment availability |
| General unsecured claims | Cancelled | Pro rata share of “net distributable cash” as described in bankruptcy filings | Early-stage: described outcomes can shift with committee input and valuation evidence |
Milestones: why the timeline matters. Bankruptcy filings describe milestone deadlines that, if enforced strictly, can constrain the debtors’ options. Milestones can also be the mechanism by which consenting creditor groups prevent an open-ended chapter 11 process from eroding enterprise value through disruption, professional fees, and market uncertainty.
| Milestone as described in bankruptcy filings | Deadline | What it signals |
|---|---|---|
| Petition date | Jan. 12, 2026 | Case starts with an agreed timeline |
| Interim DIP order entered | ≤ 3 days postpetition | Immediate control of liquidity and governance |
| Disclosure statement motion filed | ≤ 14 days postpetition | Push toward a plan path early in the case |
| Final DIP order entered | ≤ 40 days postpetition | Convert interim stabilization into a final lender-approved framework |
| Disclosure statement order entered | ≤ 75 days postpetition | Move to solicitation and lock plan terms |
| Confirmation order entered | ≤ 115 days postpetition | Drive toward confirmation quickly |
| Plan effective date | ≤ 125 days postpetition | Targeted emergence timeline |
Operating Platform and Capital Structure
What STG does (and why liquidity matters immediately). Bankruptcy filings describe STG as an integrated logistics platform that ties together port and rail gateways with warehousing and last-mile pickup and delivery. The operational model is sensitive to counterparty confidence: when customers and vendors believe the platform is stable and paid, the company can keep freight moving; when confidence deteriorates, service disruptions can affect customer relationships, rail/terminal throughput, and vendor terms. Industry coverage described STG as a major intermodal firm that intended to continue operating while pursuing a deleveraging transaction.
Bankruptcy filings also include unusually concrete operating metrics for a logistics debtor. These figures matter to creditors because they translate into service capability, replacement cost, and the risk of revenue loss during a chapter 11 case.
| Operating component as described in bankruptcy filings | What it covers | Scale metrics described in bankruptcy filings |
|---|---|---|
| Intermodal | Long-haul containerized freight combining rail and trucking | ~15,000 domestic intermodal containers; partnerships with Class I railroads |
| Drayage | First/last mile moves between ports/rail ramps and warehouses/DCs | ~2,150 drivers; “one of the largest” U.S. drayage providers |
| Over-the-road | Truckload/LTL freight moves and brokerage | Described as part of transportation division |
| CFS & transloading | Deconsolidation, bonded services, cargo handling at ports/inland hubs | Described as the largest U.S. CFS provider; ~3.0M sq. ft. CFS/transloading space |
| Contract logistics | Warehousing, inventory management, fulfillment | ~4.5M sq. ft. overall warehousing; ~2.0M sq. ft. contract logistics across ~10 facilities |
Capital structure entering chapter 11: a “first-out/second-out/third-out” stack plus separate silos. Bankruptcy filings describe a prepetition funded debt stack of roughly $1.159 billion, with the bulk of funded debt sitting in a STG Distribution facility structured in multiple lien-priority tranches. In this case, the tranche structure and intercreditor terms shaped who could exert control over the process and financing options, and how quickly the debtors could pursue a plan path without triggering destabilizing litigation and valuation disputes.
| Facility / tranche as described in bankruptcy filings | Approx. amount outstanding | Maturity as described in bankruptcy filings | Why it mattered in this case |
|---|---|---|---|
| FLFO term loans (STG Distribution) | $209M | Oct. 2029 | “First-out” tranche positioned to exert control and participate in roll-up and takeback structures |
| STG Distribution RCF (letters of credit) | $25M (LOCs) | Oct. 2029 | LOC availability affects vendor confidence, surety requirements, and operational continuity |
| FLSO term loans (STG Distribution) | $669M | Oct. 2029 | Large “second-out” tranche; treatment and equitization mechanics are central to plan economics |
| FLTO term loans (STG Distribution) | $101M | Oct. 2029 | “Third-out” tranche; filings describe materially different outcomes depending on recap vs. sale path |
| Reception Purchaser term loan facility | $56M | Mar. 2028 | Separate debt silo tied to the XPO Intermodal acquisition financing; collateral and springing maturity dynamics interact with STG Distribution structure |
| Reception Purchaser RCF | $2M | Mar. 2027 | Small outstanding balance but relevant to springing maturity mechanics described in filings |
| Capital leases / equipment financing | $98M (Reception Purchaser) + $2M (STG Distribution) | Various | Logistics and warehouse equipment financing often includes covenants and repossession risk; continuity supported via first-day relief |
Bankruptcy filings also describe a two-agent structure that is common in leveraged, multi-entity platforms: the STG Distribution facilities are described as agented by Wilmington Savings Fund Society, while the Reception Purchaser facilities are described as agented by Antares Capital. Those distinctions can matter in a chapter 11 because lien packages, cross-collateralization, and intercreditor rights can determine who meaningfully controls liquidity and timeline, not just who has the largest headline claim.
One practical example is the “springing maturity” feature described in bankruptcy filings: STG Distribution maturities were described as being pulled forward to late 2027 if specified Reception Purchaser debt is not terminated by a stated date. In early-stage cases, springing maturities can act like a “soft deadline” that pushes a debtor toward either (i) a refinancing/recapitalization that cleans up the stack or (ii) a sale process that resolves the debt at closing.
Distress narrative: freight cycle meets liquidity constraints. Court filings describe sustained cash burn in 2025 and acute liquidity stress entering the petition date. Bankruptcy filings also reference minimum liquidity thresholds, which can be a useful shorthand for how tight the operating runway was at filing.
| Liquidity metric as described in bankruptcy filings | Amount | Why it matters in a logistics chapter 11 |
|---|---|---|
| Cash on hand near filing | ~$34M | Low absolute liquidity can raise the risk of disruption in payroll, vendor terms, and rail/terminal throughput |
| Minimum liquidity threshold referenced | ~$50M | Frames a “red line” management and/or lenders viewed as necessary to operate without immediate crisis measures |
| Pro forma liquidity concept tied to incremental DIP draws | ~$75M | Suggests the case is structured around maintaining a minimum operating buffer while moving quickly toward a recapitalization or sale outcome |
A freight recession was cited as pressuring volumes and rates, amplifying the fragility of an asset-based intermodal and drayage model.
Case Administration, First-Day Stabilization, and Procedural Tracks
First-day stabilization: cash management, payroll, and critical vendors. A logistics debtor’s first-day package typically focuses on operational continuity (cash management, payroll, and vendor programs) to support uninterrupted service while the restructuring process proceeds.
| Topic | Relief purpose | Selected numeric or structural terms as described in bankruptcy filings | Why it matters in this case |
|---|---|---|---|
| Cash management + intercompany transactions | Maintain account structure, payments, and intercompany flows | Cash management order authorizes continued use of existing cash management system and intercompany transactions, with notice/consent mechanics for material changes | Prevents payment disruption across a multi-entity logistics platform and supports operational continuity |
| Wages and benefits | Avoid workforce disruption and maintain service delivery | Interim wages order authorizes certain payments subject to a “priority cap” concept and limits on severance and insider treatment | A platform with ~2,150 drivers is labor-sensitive; payroll continuity supports service reliability |
| Critical vendors / foreign vendors / 503(b)(9) / lien claims | Prevent supplier interruption and protect service chain | Interim caps described as $26.8M (critical vendors), $2.5M (foreign vendors), $0.4M (503(b)(9)), $34.7M (lien claims), and $64.4M total interim cap | Vendor continuity can be the difference between a stable logistics network and a destabilizing loss of vendor support |
| Utilities / insurance (first week) | Maintain basic operating inputs and contractual compliance | First-day motions address utilities and insurance/surety continuity | Logistics and warehousing operations depend on uninterrupted services and risk coverage |
These first-day stabilizers are also credibility tools: they support the narrative that the company can operate business as usual while executing a deleveraging deal, and STG published a path forward page for stakeholders.
Administrative and professional fee procedures. Motions filed after the first-week orders seek to create fast-moving administrative infrastructure to keep professional fees current and avoid repeated fee disputes. Bankruptcy filings describe (i) interim compensation procedures with monthly fee statements due on the 25th day of the following month and a 14-day objection period, (ii) interim payments of 80% of fees and 100% of expenses after the objection window, and (iii) full interim fee applications every four months, due 45 days after each period or the professional becomes ineligible for further interim payments. Filings also describe timekeeping in tenths of an hour and travel time billed at 50% of standard hourly rates.
Ordinary course professionals (OCPs). Bankruptcy filings describe an OCP process that allows routine professionals to be added by declaration and questionnaire, with a 14-day objection window. Initial OCPs must file their declaration and questionnaire within 30 days of the later of the OCP order or the start of services, and additional OCPs can be added through supplemental lists with the same 30-day timing. OCPs can be paid 100% of fees and expenses after the objection period, subject to a monthly fee cap averaged over a rolling three-month period.
Proposed bar dates (subject to court approval). The debtors have asked the court to set bar dates for claims and for future amendments and rejections. If approved, the proposed dates would be:
| Proposed bar date category (as described in bankruptcy filings) | Proposed deadline |
|---|---|
| General claims bar date | March 12, 2026 at 5:00 p.m. ET |
| Governmental bar date | July 13, 2026 at 5:00 p.m. ET |
| Amended schedules bar date | Later of the applicable bar date or 30 days after notice of the amendment |
| Rejection damages bar date | Later of the applicable bar date or 30 days after entry of a rejection order |
Contract and lease rejection procedures. Bankruptcy filings describe a rejection process that uses a Rejection Notice listing the contract, counterparty, and proposed rejection date. Parties would have seven days to object to a Rejection Notice, and if no objection is filed, the rejection would become effective on the stated rejection date (subject to additional timing requirements for nonresidential real property leases). If an objection is filed, the debtors propose a hearing on at least seven days’ notice.
De minimis settlements. Bankruptcy filings describe a tiered settlement approach: settlements of $150,000 or less could be approved without notice or further court action (subject to DIP order constraints); settlements above $150,000 and up to $500,000 would require seven days’ advance notice and a seven-day objection period; and settlements above $500,000 would require a separate court order. Filings also describe a similar seven-day notice process for settlements of claims against non-affiliates and non-insiders.
Utilities dispute (adequate assurance). A group of utilities objected to the debtors’ proposed adequate assurance package, arguing that a segregated account sized at $343,330 and allocated across specific utilities was insufficient and not an acceptable form of adequate assurance. Bankruptcy filings describe proposed allocations of $19,600 (Georgia Power), $37,200 (Southern California Edison), $18,300 (Constellation NewEnergy), $12,300 (PSE&G), and $3,800 (Florida Power & Light), while the objecting utilities requested two-month cash deposits of $41,120, $214,558, $59,922, $25,856, and $11,538 respectively.
Creditor Disputes and Governance
Minority-lender objection: what professionals are watching. Bankruptcy filings describe an early objection by minority lenders including Axos Financial and Siemens Financial Services, challenging the DIP motion and related relief on the grounds that it would prejudice their rights in disputes related to a prior transaction and associated litigation. The objection describes allegations that collateral and value were moved through an unrestricted-subsidiary structure and that certain lenders received non-pro rata benefits, with the minority lenders seeking preservation of rights language and arguing against case-start relief that could resolve contested issues indirectly.
The filing was also framed against the backdrop of debt-deal litigation and creditor conflict, underscoring that the case is not purely “consensual.” In practice, disputes over roll-up economics, lien priority, and milestone rigidity can affect whether the case stays on a fast-track timeline or is forced into a slower, more contested path.
Industry Context and Market Pressures
Freight recession and intermodal softness. Industry reporting has highlighted a prolonged freight downturn, with a 2026 rate outlook describing persistent weakness across spot and contract loads and continued softness in intermodal pricing. A late-2025 intermodal update noted year-over-year shipment declines and carrier surcharges during peak periods, reinforcing the volatility that can pressure asset-based platforms.
Drayage-specific cost pressures. A drayage market update cited cost inflation in wages, insurance, and equipment as a margin squeeze for carriers, alongside congestion and chassis availability issues at major ports. Those dynamics are material for STG, which relies on drayage capacity to connect ports, rail ramps, and warehouse nodes.
Outlook and consolidation. A 2026 trucking industry forecast anticipated continued softness into early 2026 and a gradual recovery, while noting that smaller carriers could be priced out of the market. Separately, a private equity bankruptcy analysis reported that PE-backed companies accounted for 70% of large U.S. bankruptcies in early 2025, a useful backdrop for a sponsor-backed logistics platform navigating a high-leverage cycle.
Frequently Asked Questions
When did STG Logistics file for chapter 11, and what does the company say about continuing operations?
The petitions were filed on January 12, 2026, and STG stated operations would continue during the restructuring process.
How large is STG’s debt stack entering the case, and how is it structured?
STG was described as having more than $1 billion of debt entering chapter 11. Bankruptcy filings describe funded debt totaling about $1.159 billion, with a multi-tranche term loan facility (first-out, second-out, and third-out tranches), plus separate financing at the Reception Purchaser level and equipment-related financings.
What is the size and structure of the DIP financing (new money vs. roll-up)?
Bankruptcy filings describe a DIP facility with total commitments up to $293.75 million, including up to $150 million of new money (with interim and final components) and a $143.75 million roll-up component.
What is the DIP pricing and how does termination work as described in bankruptcy filings?
Bankruptcy filings describe DIP pricing as 8.00% per annum payable PIK, and describe the DIP termination concept as tied to the earlier of a six-month horizon from interim approval (with possible extension), a sale of substantially all assets, plan effectiveness, or acceleration under financing documents.
What bar dates are being requested, and when would they apply?
Bankruptcy filings describe proposed bar dates of March 12, 2026 at 5:00 p.m. ET for general claims and July 13, 2026 at 5:00 p.m. ET for governmental claims. The motion also requests an amended-schedules bar date that would run 30 days after notice of an amendment (or the applicable bar date, if later) and a rejection damages bar date that would run 30 days after a rejection order (or the applicable bar date, if later). These dates take effect only if approved by the court.
How fast is the case supposed to move?
Bankruptcy filings describe milestones that contemplate a fast timeline to a final DIP order, disclosure statement approval, confirmation, and an effective date roughly 125 days postpetition. Whether the case stays on that path depends on court scheduling and whether creditor disputes force extensions or changes to the DIP package.
Who are the key sponsors and why do they matter?
Bankruptcy filings reference Wind Point Partners and Reception Oaktree Aggregator in connection with the company’s ownership and restructuring framework. Wind Point’s announcement of STG’s 2022 acquisition of XPO’s intermodal division provides context for the platform’s scale strategy.
What do the first-day orders do for a logistics business?
First-day relief is typically about continuity: keeping cash management systems running, paying employees, and stabilizing critical vendor relationships. In STG’s case, bankruptcy filings describe interim caps for certain vendor-related payments and orders authorizing payroll and cash management actions designed to avoid disruption.
What is the early dispute about, and why should stakeholders care?
Bankruptcy filings describe an objection by minority lenders (including Axos Financial and Siemens Financial Services) arguing that aspects of the DIP and roll-up structure could prejudice their rights in disputes related to a prior transaction and associated litigation. The case was framed against the backdrop of debt-deal litigation and creditor conflict.
Who is the claims agent for STG Logistics?
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.
For more chapter 11 case research, visit the ElevenFlo blog.
