Valves and Controls US: 524(g) Trust, Weir Deal Fails
Valves and Controls US' 524(g) Asbestos Trust Nears Confirmation as Weir Talks Fail
ElevenFlo Research
January 1, 202618 min readUpdated September 8, 2026
Valves and Controls US, Inc.—a Weir Group subsidiary with no employees and no operating business that exists solely to hold decades of asbestos liability—is heading toward a July 24, 2026 confirmation hearing on a liquidating chapter 11 plan that would channel all present and future asbestos claims into a trust. The case was built to deliver a cash settlement from former parent The Weir Group PLC and private equity owner First Reserve, but mediation before retired bankruptcy judge Shelley C. Chapman ended in May 2026 without a deal. The debtor confirmed in a June 22, 2026 exclusivity motion that the plan does not include a Weir or First Reserve settlement; instead, the estate's causes of action against them vest in the trust.
The company filed its chapter 11 petition on July 25, 2025, in the U.S. Bankruptcy Court for the District of Delaware (Case No. 25-11403), and, before that, Atwood & Morrill Co., Inc. The operating valve and pump business was carved out and sold to First Reserve in 2019, leaving Valves behind as the vehicle to manage legacy asbestos exposure. The attributes the filing to a surge in asbestos claims and the exhaustion of the debtor's remaining insurance in May 2025, which left the entity facing defense costs it could no longer fund outside bankruptcy. As a single-debtor case, neither Weir nor the operating business is in chapter 11.
Valves and Controls US, Inc. (formerly Weir Valves & Controls USA, Inc.; Atwood & Morrill Co., Inc.)
Court
U.S. Bankruptcy Court, District of Delaware
Case Number
25-11403
Petition Date
July 25, 2025
Judge
Hon. Thomas M. Horan
Parent
The Weir Group PLC (not a debtor)
Plan Type
Joint Chapter 11 Plan of Liquidation with asbestos claims trust
Confirmation Hearing
July 24, 2026 (scheduled)
Cash at Petition
About $48 million
Claims Agent
Kroll Restructuring Administration LLC
Case Snapshot
From Atwood & Morrill to a Weir Liability Shell
Valves and Controls US traces to Atwood & Morrill Co., a manufacturer of industrial valves for power generation, oil and gas, and petrochemical applications. The first day declaration states that the debtor did not manufacture asbestos itself but incorporated asbestos-containing parts from third parties into its products until 1985. The Weir Group acquired the business in 1990 and folded it into its Flow Control division. A large share of the resulting claims comes from naval shipyard and industrial workers who handled asbestos-containing gaskets, packing, and insulation in valves during installation, maintenance, and repair, with disease manifesting decades later because mesothelioma latency runs 20 to 50 years.
In April 2018, Weir announced plans to divest Flow Control, and in February 2019 First Reserve agreed to acquire the division at an enterprise value of £275 million (about $343 million). The deal closed on July 1, 2019, and the operating business was rebranded as Trillium Flow Technologies, carrying the portfolio of pump and valve brands. The transaction was structured so that the operating assets, facilities, and employees moved to First Reserve while certain U.S. subsidiaries retained the legacy asbestos exposure and corresponding insurance. Weir's 2019 annual report disclosed that it provided customary indemnification to First Reserve, meaning the buyer took the business free of asbestos claims. The retained liability stayed on Weir's books: the group's 2023 results recorded a £43.2m charge for movements in the US asbestos-related liability after a period of increased claims, and Weir reported the provision remained in run-off following the Flow Control sale.
By the time of filing, Valves had no employees and no active operations. Its board added an independent director in April 2024 and formed a special committee with authority to evaluate strategic alternatives and investigate affiliate transactions, a governance step the first day declaration ties to the eventual decision to pursue chapter 11.
Insurance Exhaustion and the Claims Surge
The immediate trigger for the filing was the exhaustion of the debtor's insurance against a growing number of claims. The first day declaration reports that asbestos claims filed against the debtor grew from 373 in 2011 to 892 in 2024, with 740 filed in 2023 and 458 more through July 24, 2025, and roughly 2,632 asbestos claims unresolved as of the petition date.
Available insurance declined over the same period. The declaration states that coverage fell from about $12 million as of January 1, 2024 to about $2 million a year later and was fully exhausted by May 1, 2025. Travelers advised that it would pay defense costs only through May 31, 2025, other than with respect to certain disputed "missing policies." Without insurance, the debtor would have to fund all asbestos defense costs out of pocket. The debtor had been actively litigating those suits rather than only settling them, including winning summary judgment on product-identification grounds in a North Carolina federal asbestos action in 2022.
The board and special committee began reviewing strategic alternatives in August 2023 and concluded that chapter 11 offered the best path to centralize claims resolution, protect the debtor's remaining cash, and negotiate a consensual plan, according to the first day declaration. Prepetition, the debtor had already begun negotiating with an ad hoc asbestos claimants' committee that it says represented about 65% of the asbestos claims asserted as of the petition date, and that group had retained Robinson & Cole as counsel, FTI Consulting as financial advisor, and Cohen Ziffer Frenchman & McKenna as insurance counsel before the filing.
The $45 Million Carve-Out and the WHW Note
The debtor entered chapter 11 with a single concentrated asset: cash. The first day declaration explains that when Weir sold Flow Control in 2019 for an aggregate $300 million, Weir and First Reserve allocated $45 million of the proceeds to the value of Valves' assets and associated insurance, intended to be available for legacy asbestos liabilities. Valves then loaned those proceeds to a Weir affiliate, WHW Group, Inc., under a promissory note rather than retaining the cash directly.
WHW repaid the accrued principal and interest on July 8, 2025, about two weeks before the petition, leaving Valves with approximately $48 million in its bank account at filing. The debtor reported no prepetition secured, priority, or unsecured funded debt; the contemplated trust and the chapter 11 administrative costs were to be funded from that cash and from the debtor's remaining insurance rights. The January 2026 monthly operating report shows beginning cash of $46,748,525 and total assets of $45,514,395, with no operating revenue.
Joint Liquidation Plan and the Asbestos Trust
The debtor and the official committee filed a Joint Chapter 11 Plan of Liquidation, a disclosure statement, and a solicitation procedures motion on March 6, 2026, then filed amended versions of the plan and disclosure statement on April 14, 2026. The amended plan creates a "Trust" to resolve and pay asbestos claims and routes those claims to the trust through a channeling injunction—the same mechanism Congress codified in Section 524(g) of the Bankruptcy Code for present and future asbestos liabilities. The proposed trust would join more than 60 asbestos trust funds operating in the United States under section 524(g). These trusts pay claimants through trust distribution procedures under standardized schedules set out in each trust's TDP—the same TDP-driven approach the amended plan adopts for Classes 4 and 5—rather than through individual tort litigation. Leslie Controls, a CIRCOR International valve-manufacturing subsidiary, previously with a section 524(g) trust to resolve asbestos liability arising from its own valve products. The injunction provides that, on the effective date, all persons holding or that may hold an asbestos claim are permanently enjoined from pursuing recovery against the debtor, the post-effective-date debtor, the trust, or any protected party "other than from the Trust in accordance with the Trust Documents."
The trust is funded in part through an Insurance Rights Transfer that assigns all of the debtor's insurance rights, proceeds, and related claims to the trust, together with the debtor's remaining cash after administrative reserves. Because the debtor's insurance was nominally exhausted prepetition, the transferred value depends on the disputed coverage and on the estate's claims against affiliates rather than on paid-up policies.
The amended disclosure statement classifies claims into six classes. The treatment below tracks the plan as amended; recoveries for the asbestos classes depend on the trust distribution procedures the debtor and committee were still finalizing as of late June 2026.
Class
Claim
Treatment
Vote
1
Other Priority Claims
Unimpaired, paid in full in cash (est. 100%)
Deemed to accept
2
Other Secured Claims
Unimpaired, reinstated or collateral returned (est. 100%)
Deemed to accept
3
Non-Asbestos General Unsecured
Impaired, pro rata share of a GUC fund (est. 0–100%)
Entitled to vote
4
Direct Asbestos Claims
Impaired, paid solely from the Trust under the TDP
Entitled to vote
5
Indirect Asbestos Claims
Impaired, channeled to the Trust
Entitled to vote
6
Existing Interests
Impaired, cancelled on the effective date
Deemed to reject
The plan also includes debtor and third-party releases of "Released Parties," exculpation for the debtor, the committee, and their professionals for conduct connected to the case and plan, and release protection for "Protected Parties" tied to the channeling injunction, as set out in the amended plan.
Estate Claims, Weir Mediation, and the Failed Settlement
From the first day, the case architecture depended on a settlement of the estate's causes of action against Weir and First Reserve arising from the 2019 carve-out. The first day declaration says the debtor chose chapter 11 in part to settle and release those claims in exchange for a Weir contribution to the trust, and the debtor retained Paul Hastings to evaluate potential claims against Weir and current or former directors and officers while the claimants' committee pursued its own diligence into Weir and First Reserve.
In its November 24, 2025 exclusivity motion, the debtor said it needed more time to negotiate contributions and a settlement of potential estate causes of action rather than invite competing plans. The court then formalized a mediation track, entering a February 24, 2026 order appointing Shelley C. Chapman as mediator and sending the debtor, the committee, and The Weir Group PLC to mediation over the broadly defined "Estate Causes of Action."
In the April 14, 2026 amended disclosure statement, the Weir and First Reserve settlement appeared as an optional "Settlement Option": if exercised, Weir would pay a cash contribution to the trust on the effective date "in an amount equal to $[●] to be determined," in exchange for confirmation-order approval of a release of all causes of action against the settlement parties. The disclosure statement stated that absent that settlement, the estate's causes of action against Weir and First Reserve would instead vest in the trust.
The settlement never materialized. Mediator Shelley C. Chapman filed a Mediator's Certificate of Completion on May 15, 2026 covering sessions held February 24 and May 11, 2026 among the debtor, the committee, Weir (represented by Katten Muchin Rosenman LLP), and the debtor's special committee. The debtor confirmed the outcome in its June 22, 2026 exclusivity motion, stating that "no resolution was reached with respect to the settlement of certain estate causes of action" and that, accordingly, "the Plan does not include a settlement of such estate causes of action." Under the amended plan, those unsettled claims vest in the trust rather than being released for a fixed cash payment.
Bar Dates, Solicitation, and a Twice-Delayed Confirmation
The court entered a bar date order on March 26, 2026 setting a general and governmental claims bar date of April 27, 2026, with a rejection-damages bar date of the later of April 27, 2026 or 30 days after service of a rejection order. Consistent with routing asbestos claims to the trust, holders of asbestos claims are expressly exempt from filing proofs of claim by any bar date in the order.
The court approved the disclosure statement and solicitation procedures on amended terms at the April 14, 2026 hearing, reflected in the revised disclosure statement and solicitation order, which set a voting record date of April 10, 2026. The hearing transcript was later docketed. The confirmation timeline then slipped twice. A notice filed June 1, 2026 moved confirmation from June 16 to July 9, 2026, and a further notice filed June 17, 2026 moved it again to July 24, 2026, resetting the plan voting deadline, plan objection deadline, and cure objection deadline to July 14, 2026, with a plan supplement filing deadline of July 7, 2026. The debtor tied the rescheduling to its work with the committee to finalize the trust distribution procedures before solicitation.
The debtor sought a third exclusivity extension on June 22, 2026, requesting a 45-day extension of the exclusive filing period through August 6, 2026 and the exclusive solicitation period through October 7, 2026, with a hearing set for the same July 24, 2026 date as confirmation. The court had previously extended exclusivity by order entered April 9, 2026.
The automatic stay paused more than 2,000 pending civil actions against the debtor. On June 19, 2026, the debtor moved to extend its deadline to remove civil actions under 28 U.S.C. § 1452 and Bankruptcy Rules 9027 and 9006(b) from June 20, 2026 to August 19, 2026, stating that it had not yet determined which actions, if any, it might seek to remove while it focused on finalizing the plan, disclosure statement, and solicitation procedures with the committee. The motion carries a July 6, 2026 objection deadline and is set for hearing on July 24, 2026, alongside confirmation and the third exclusivity motion.
Professional Retentions and Interim Fee Applications
The debtor retained its core professionals within two weeks of filing. The attorneys steering the chapter 11 included Weil, Gotshal & Manges LLP as lead bankruptcy counsel, Cole Schotz P.C. as Delaware co-counsel, Paul Hastings LLP as special counsel for the affiliate investigation, and AP Services, LLC, which provided Scott M. Tandberg as chief restructuring officer. Kroll Restructuring Administration LLC serves as claims and noticing agent and administrative advisor. The U.S. Trustee appointed an on August 14, 2025, which retained and as co-counsel, as financial advisor, and as Delaware counsel.
With no operating revenue, professional fees are the estate's principal expense. First interim fee applications covering July 25 through October 31, 2025 sought $1,053,421.75 in fees plus $6,936.50 in expenses for Weil, $118,567.00 in fees plus $3,233.56 in expenses for Cole Schotz, and $144,203.50 in fees plus $38.50 in expenses for Paul Hastings. By the March 2026 monthly operating report, cumulative professional fees had reached roughly $8.05 million approved and $8.03 million paid against ending cash of $39,902,392.
The May 2026 monthly operating report reports beginning cash of $38,106,720, no receipts, disbursements of $645,016, and ending cash and total assets of $37,461,704 for the period ending May 31, 2026. Cumulative disbursements reached $10,142,578, and cumulative professional compensation and expenses approved totaled $10,768,236, of which $10,165,084 had been paid. The estate's cash has fallen from about $48 million at filing to roughly $37.5 million, with professional fees accounting for nearly all of the decline.
Committee-side professionals became entitled to interim fee awards on July 2, 2026, after certificates of no objection went unopposed past a June 24, 2026 deadline: FTI Consulting became entitled to $113,586.00 in interim compensation, Brown Rudnick to $95,551.60 (80% of its fees) plus $4,049.65 in expenses, Cohen Ziffer Frenchman & McKenna to $33,232.80, and Raines Feldman to $7,298.80.
Weir sells Flow Control to First Reserve; business becomes Trillium Flow Technologies; asbestos liabilities retained by Valves
August 2023
Board and special committee begin strategic-alternatives review
April 2024
Independent director added; special committee formed
May 1, 2025
Remaining insurance fully exhausted
July 8, 2025
WHW Group repays note; Valves holds about $48 million
July 25, 2025
Chapter 11 petition filed (Case No. 25-11403)
August 14, 2025
Official committee of unsecured creditors appointed
November 24, 2025
Debtor files first exclusivity extension motion
February 24, 2026
Court appoints Hon. Shelley C. Chapman (Ret.) as mediator
March 6, 2026
Joint plan of liquidation and disclosure statement filed
March 26, 2026
Bar date order entered (general/governmental bar date April 27, 2026; asbestos claims exempt)
April 14, 2026
Amended plan and disclosure statement filed; disclosure statement approved
May 15, 2026
Mediator's Certificate of Completion filed; Weir settlement not reached
June 17, 2026
Confirmation hearing rescheduled a second time to July 24, 2026
June 22, 2026
Third exclusivity motion filed; plan excludes Weir/First Reserve settlement
July 7, 2026
Plan supplement filing deadline
July 14, 2026
Plan voting and objection deadline
July 24, 2026
Confirmation hearing scheduled
Frequently Asked Questions
Why did Valves and Controls US file for chapter 11?
The first day declaration attributes the filing to a surge in asbestos claims and the exhaustion of the debtor's insurance by May 1, 2025. Asbestos claims grew from 373 in 2011 to 892 in 2024, and after Travelers limited defense-cost payments, the debtor faced funding all defense out of pocket. Chapter 11 was chosen to centralize claims in a trust, protect the estate's roughly $48 million of cash, and pursue a consensual plan.
What does the proposed plan do with asbestos claims?
The joint plan of liquidation creates a trust to resolve and pay asbestos claims and channels all present and future asbestos claims to that trust through a channeling injunction. Direct asbestos claims (Class 4) are paid solely from the trust under trust distribution procedures, and indirect asbestos claims (Class 5) are channeled to the trust. Existing equity interests (Class 6) are cancelled.
Is Weir Group or Trillium Flow Technologies a debtor?
No. This is a single-debtor case. Only Valves and Controls US, Inc.—the legacy liability entity—is in chapter 11. Parent The Weir Group PLC and the operating business now owned by First Reserve (Trillium Flow Technologies) are not debtors.
Did the mediation with Weir produce a settlement?
No. The Mediator's Certificate of Completion filed May 15, 2026 reported sessions on February 24 and May 11, 2026, and the debtor's June 22, 2026 exclusivity motion confirmed that no resolution was reached. The plan does not include a Weir or First Reserve settlement, and the estate's causes of action against them vest in the trust instead.
Who is the claims agent, and what is the bar date?
Kroll Restructuring Administration LLC serves as claims and noticing agent. The March 26, 2026 bar date order set a general and governmental claims bar date of April 27, 2026 and expressly exempts holders of asbestos claims, who are routed to the trust rather than the claims register.
What is the current status of the case?
The case is in plan solicitation. The disclosure statement was approved on April 14, 2026, and the confirmation hearing is set for July 24, 2026, with a plan voting and objection deadline of July 14, 2026 and a plan supplement deadline of July 7, 2026. The estate held about $37.5 million in cash as of the May 2026 monthly operating report.
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.
