Worldwide Machinery Group: 75-Year Family Dynasty Ends in 41-Day 363 Sale

Worldwide Machinery Group, Inc.—a 75-year-old family-owned heavy equipment dealer and rental company headquartered in Houston, Texas—filed for chapter 11 protection on September 11, 2025, in the U.S. Bankruptcy Court for the Southern District of Texas after a dispute with secured lenders over competing sale proposals prompted the filing. The company, founded in 1949 by Joseph Greenberg and controlled by three generations of the Greenberg family until January 2025 when lenders forced the family off the board, entered bankruptcy with approximately $116 million in assets against $223 million in liabilities. The filing followed what the Debtors characterized as a "lender-liquidator side deal" in which Gordon Brothers and ABL lenders allegedly entered an exclusive arrangement to purchase the lenders' claims at less than par—an arrangement the Debtors contended violated Gordon Brothers' non-disclosure agreement and threatened a liquidation outcome rather than the going-concern sale management supported.

The court approved a $69 million going-concern sale 41 days after filing, preserving the business and majority of jobs through an insider-led acquisition by Diversified Holding, LLC—controlled by the Greenberg family—financed by Macquarie Equipment Capital. The purchase price increased from the initial $52.5 million stalking horse bid after proposed buyers raised their offer to resolve a dispute over the senior lenders' ability to credit bid their claims. A liquidating plan followed the sale, with plan confirmation proceeding through December 2025 amid objections from the U.S. Trustee and secured creditor John Deere. The case included disputes over sale proposals and credit bid rights, followed by an insider-led going-concern sale and a liquidating plan.

Three Generations of Family Ownership

Worldwide Machinery was founded in 1949 and remained under Greenberg family control until January 2025, when secured lenders required board resignations in connection with the restructuring. The company operated as a heavy equipment dealer and rental company serving civil construction and energy-sector customers.

Founding and post-war expansion. Joseph Greenberg founded Worldwide Machinery in 1949. The company initially supplied heavy construction equipment—dozers, excavators, motor graders, and related machinery—during the post-World War II building boom. Civil construction remained a core business segment for decades.

In 1967, Alan Greenberg (second generation) assumed control and expanded internationally. Under Alan's leadership, the company established offices and affiliate relationships in Mexico, Germany, Australia, Peru, and Italy.

Third-generation leadership and the energy pivot. When Evan and Adam Greenberg (third generation) assumed leadership in 1991, they pivoted the company toward the energy sector, particularly pipeline construction, and established a Pipeline Division that provided specialized pipeline construction equipment.

By the time of the bankruptcy filing, approximately 70% of revenue derived from civil infrastructure projects—road construction, site development, and general heavy construction. The remaining 30% came from pipeline construction (approximately 25%) and renewable energy initiatives (approximately 5%). The company operated seven full-service equipment yards in key U.S. markets including Denver, Salt Lake City, Dallas, and Dickinson, North Dakota.

Corporate restructuring and the 2024 default. In January 2022, Worldwide executed a corporate restructuring under a new Delaware holding company and secured a $50 million second-lien term loan from Caspian Capital to enhance liquidity. Caspian, which also acquired a 10% equity stake in the company as part of the transaction, held over $70.9 million in secured claims by the time of filing.

By 2024, Worldwide defaulted on its first-lien credit facility. In January 2025, at the insistence of secured lenders, Alan, Evan, and Adam Greenberg resigned from the Board of Directors. The resignations ended three generations of direct family governance after 76 years. Management transitioned to a Restructuring Committee and a Chief Restructuring Officer (Scott Avila of Paladin Management Group).

Confluence of Distress Factors

The First Day Declaration identified multiple factors during 2020-2021 that contributed to financial distress and continued through the 2024 default and chapter 11 filing.

COVID-19 and the pipeline industry collapse. The COVID-19 pandemic created construction slowdowns that reduced demand for the company's civil infrastructure equipment as projects were delayed or cancelled across multiple sectors. Volatile oil prices during 2020-2021 drove what the First Day Declaration characterized as a "catastrophic decline" in the pipeline industry.

The collapse of oil prices in early 2020—with West Texas Intermediate briefly going negative in April 2020—was followed by cancellations of major infrastructure projects, including the Keystone XL pipeline and other projects affected by federal policy changes in 2021. For Worldwide, whose Pipeline Division provided specialized equipment for pipeline construction, the contraction reduced pipeline-related activity. The approximately 25% of revenue derived from pipeline construction was in decline.

Overleveraged capital structure. By August 2025, Worldwide carried approximately $223 million in liabilities against only $116 million in consolidated assets—a liability-to-asset ratio approaching 2:1. For fiscal year ending June 30, 2025, the company generated approximately $67 million in revenue, resulting in a debt-to-revenue ratio of roughly 3.3x.

Caspian Capital held over $70.9 million in second-lien secured debt while simultaneously maintaining a 10% equity position. The ABL lenders holding the first-lien position controlled the senior secured claims, and credit bid rights were disputed during the sale process.

The lender-liquidator side deal. The filing followed a disputed arrangement between the company's ABL lenders and liquidator Gordon Brothers that the Debtors alleged violated contractual obligations and would lead to liquidation rather than a going-concern sale.

The sequence began when the company, under its Restructuring Committee, marketed the business for sale. Gordon Brothers participated in that process and, according to court filings, submitted what the Debtors characterized as an "uncompetitive bid." Following that unsuccessful bid, Gordon Brothers approached the Debtors seeking permission to speak with the ABL lenders about a different transaction structure—purchasing the lenders' debt at less than par value, which would give Gordon Brothers standing to control the senior secured claims and potentially dictate the sale outcome.

Gordon Brothers and the ABL lenders subsequently entered an exclusive arrangement. The Debtors allege this arrangement was precluded by the non-disclosure agreement Gordon Brothers had signed with Worldwide during the marketing process. The company filed chapter 11 to pursue a court-approved going-concern sale.

Capital Structure and Key Creditors

The company's debt structure featured a first-lien ABL facility of undisclosed size, a $70+ million Caspian second-lien position, and trade creditors, with the going-concern buyer agreeing to assume approximately $13.1 million in trade liabilities as part of the purchase price.

When Caspian provided the $50 million second-lien term loan in January 2022, it also received a 10% equity stake in the reorganized holding company. By filing, the secured claim had grown to over $70.9 million—reflecting either additional advances, PIK interest, or both.

Equity ownership. Adam Greenberg and J. Evan Greenberg (the third-generation family owners) held 82.5% of equity in the holding company. Caspian Capital's 10% stake represented the second-largest equity position, with the remaining 7.5% held by other parties not identified in public filings.

363 Sale Process

The company entered chapter 11 with a prepetition stalking horse agreement in place and completed a $69 million going-concern sale in 41 days.

Prepetition marketing and the restructuring committee. After the Greenberg family departed the Board in January 2025, the Restructuring Committee conducted a marketing process to identify transaction alternatives. That process yielded three competing proposals. First, Diversified Holding, LLC—an entity controlled by the Greenberg family—submitted a going-concern acquisition bid with financing provided by Macquarie Equipment Capital, Inc. Second, Hilco Industrial and Ritchie Brothers submitted a joint bid that the Restructuring Committee deemed competitive with the Diversified/Macquarie going-concern offer. Third, Gordon Brothers submitted a bid the committee characterized as uncompetitive—the same bidder that subsequently entered the disputed side arrangement with ABL lenders.

In August 2025, the Restructuring Committee determined that the Diversified/Macquarie going-concern transaction represented the "highest and best" offer for the company's assets. This selection occurred before the chapter 11 filing; the bankruptcy process was used to obtain court approval and sale order protections.

Stalking horse terms and the insider bid structure. The stalking horse agreement provided for $52.5 million in cash plus assumption of approximately $13.1 million in trade liabilities—a combined value of approximately $65.6 million. The transaction structure preserved the business as a going concern, retained the majority of employee positions, and maintained trade creditor relationships through liability assumption.

Diversified Holding, LLC was controlled by the Greenberg family—the same family that had been forced off the Board of Directors eight months earlier at lender insistence. The acquisition was financed by Macquarie Equipment Capital. The prepetition marketing process and the opportunity for competing bids at the chapter 11 sale hearing addressed the insider bidder structure.

Credit bid dispute and price increase. The sale price increased from the initial $65.6 million to $69 million—an enhancement of approximately $3.4 million—to resolve a dispute over the senior lenders' ability to credit bid their secured claims at the sale hearing. Under Section 363(k) of the Bankruptcy Code, secured creditors generally have the right to credit bid the face value of their secured claims at bankruptcy sales rather than paying cash. This right can affect auction dynamics by allowing secured lenders to top cash bids without deploying additional capital.

The ABL lenders' credit bid rights created uncertainty about whether the stalking horse could prevail at auction if lenders elected to credit bid. By increasing the cash consideration, the Diversified/Macquarie buyers resolved the credit bid dispute. Judge Christopher M. Lopez approved the $69 million going-concern sale on October 22, 2025—41 days after the petition date—with the sale order entered October 27, 2025.

Cash collateral operations. The Debtors funded chapter 11 operations using cash collateral rather than new debtor-in-possession financing. An interim cash collateral order entered September 15, 2025 authorized a $3.4 million four-week operating budget, with adequate protection provided to secured lenders through replacement liens and enhanced reporting requirements. A second interim order followed on October 8, 2025, extending cash collateral access through the sale closing.

The Debtors funded chapter 11 operations using cash collateral rather than new debtor-in-possession financing.

Plan of Reorganization

Following the asset sale, the Debtors pursued a liquidating plan to distribute the remaining sale proceeds, resolve outstanding claims, and wind down the corporate estates.

Plan iterations and disclosure statement approval. The initial combined plan and disclosure statement was filed November 14, 2025, approximately three weeks after the sale order was entered. An amended version followed on November 24, 2025 in response to creditor feedback and U.S. Trustee comments. A second amended version filed December 19, 2025 incorporated additional modifications, with a final iteration filed December 24, 2025.

The disclosure statement was conditionally approved on December 1, 2025, allowing solicitation to proceed. A plan supplement filed December 10, 2025 provided additional implementing documentation including form agreements and schedules, with an amended supplement filed December 22, 2025. The voting results filed December 19, 2025 set the stage for confirmation proceedings.

Treatment of claims under the liquidating plan. The second amended plan established the following class structure:

Under the plan, ABL Loan Claims were unimpaired, Caspian Claims and General Unsecured Claims were impaired, and intercompany claims and equity interests were cancelled without distribution.

Global settlement and wind-down. The sale order and plan incorporated a "global settlement" resolving disputes among the Debtors, secured lenders, and other parties regarding three primary issues: allocation of sale proceeds among creditor classes, credit bid rights that had been disputed during the sale process, and professional fee reserves necessary to complete case administration.

The plan established a wind-down structure including a Wind-Down Director to administer remaining assets and complete distributions, a professional fee escrow of $2.5 million to fund post-confirmation case administration costs, and provisions for terminating the debtor entities after distributions were complete.

Contested Matters

Several disputes arose during the case and were resolved through stipulations, plan modifications, or court rulings prior to plan confirmation.

Key Equipment Finance dispute. Key Equipment Finance, a division of KeyBank National Association, filed multiple challenges during the case including a cash collateral objection (with a sealed exhibit suggesting confidential terms at issue), an objection to the sale motion, and an objection to the termination fee motion that would protect the stalking horse bidder.

The dispute escalated when Key Equipment sought a protective order to avoid a Rule 30(b)(6) deposition. Judge Lopez denied the protective order motion on October 20, 2025, allowing the Debtors to proceed with discovery. The parties reached a stipulation and agreed order entered October 27, 2025—the same day as the sale order—resolving Key Equipment's objections and allowing the sale and plan to proceed.

U.S. Trustee objections. The Office of the U.S. Trustee raised objections at both the disclosure statement and plan confirmation stages. The disclosure statement objection filed November 21, 2025 raised concerns about adequate information for creditor voting. The plan confirmation objection filed December 17, 2025 addressed plan feasibility, compliance with the Bankruptcy Code, and other confirmation requirements.

The Debtors addressed these objections through plan modifications and formal replies. The second amended plan filed December 19, 2025 incorporated changes responsive to U.S. Trustee concerns, and the Debtors' reply to the confirmation objection addressed remaining issues.

John Deere confirmation objection. John Deere Construction & Forestry Company filed a plan confirmation objection on December 17, 2025. The specific basis for the objection was not detailed in the docket data reviewed.

Adversary proceeding. An adversary proceeding (No. 25-03791) was filed October 21, 2025 seeking recovery of money or property and addressing the validity, priority, or extent of liens. The proceeding remained pending as of the December 2025 docket entries reviewed.

Claim objections. The Debtors filed preliminary objections to Claims 34 through 41 on October 21, 2025, challenging specific claims filed in the case.

Professional Retentions and Case Administration

The case retained a professional team for the bankruptcy proceedings.

White & Case LLP served as lead bankruptcy counsel, and Piper Sandler & Co. served as investment banker. Pachulski Stang Ziehl & Jones LLP served as counsel to the Official Committee of Unsecured Creditors.

The professional fee escrow of $2.5 million established under the plan provides a reserve for post-confirmation case administration and final fee applications. Piper Sandler's final fee application was approved in early December, while White & Case's fee applications remained pending as of the most recent filings.

Key Case Timeline

Industry Context

Industry data provides context for the equipment rental markets the company served.

Oil and gas equipment rental market. The global oil and gas equipment rental market is anticipated at $343.64 million in 2025, with projected growth to $570.8 million by 2034 at a compound annual growth rate of 5.8%. The United States represents approximately 31% of global demand, driven by unconventional oil and gas development in formations like the Permian Basin, Eagle Ford, and Bakken. Over 18,200 active rigs and 12,400 well-servicing operations rely on rental equipment across the country. Texas, North Dakota, and Oklahoma together contribute 64% of total U.S. rentals, including markets where Worldwide maintained its equipment yards.

The oilfield equipment rental services market, measured more broadly, reached approximately $22.2 billion in 2025 with projected growth to nearly $32 billion by 2034 at a CAGR of 4.15%. North America commands approximately 38% of worldwide market share, reflecting the extensive unconventional oil and gas development across the continent.

Construction equipment rental market. The broader global construction equipment rental market was estimated at $204.06 billion in 2024, with projected growth to $280.13 billion by 2030 at a CAGR of 5.6%. Growing shale gas extraction and offshore exploration have accelerated equipment rental usage by 27% over the past three years, according to industry research.

The going-concern acquisition closed at $69 million with assumption of approximately $13.1 million in trade liabilities.

Frequently Asked Questions

Why did Worldwide Machinery file for chapter 11?

The filing was precipitated by a dispute with secured lenders over competing sale proposals. A "lender-liquidator side deal" between Gordon Brothers and ABL lenders—allegedly in violation of Gordon Brothers' NDA with the company—threatened a liquidation outcome rather than the going-concern sale management preferred. The company also faced underlying financial distress from COVID-19 construction slowdowns, a "catastrophic decline" in its pipeline business from oil price volatility and project cancellations, and an overleveraged capital structure with approximately $223 million liabilities against approximately $116 million assets. The combination of disputed sale dynamics and financial distress prompted the bankruptcy filing.

Who acquired Worldwide Machinery?

Diversified Holding, LLC—an entity controlled by the Greenberg family (the third-generation owners who had been forced off the Board in January 2025)—acquired the company in a going-concern transaction financed by Macquarie Equipment Capital, Inc. This insider-led acquisition preserved the business as an operating enterprise and retained the majority of employee positions. The Greenberg family, despite losing formal governance control eight months before filing, regained ownership through the sale process—a relatively unusual outcome that reflects the family's unique operational knowledge and the preference for going-concern value preservation.

What was the final purchase price?

The final purchase price was $69 million in cash plus assumption of approximately $13.1 million in trade liabilities, for total consideration of approximately $82.1 million. The price increased from the initial $52.5 million stalking horse bid after buyers raised their offer by approximately $3.4 million to resolve a dispute over the senior lenders' ability to credit bid their secured claims. The purchase price enhancement avoided potentially protracted litigation over credit bid rights under Section 363(k) of the Bankruptcy Code.

How long did the sale process take?

The going-concern sale was approved just 41 days after the chapter 11 filing—from September 11, 2025 (petition date) to October 22, 2025 (sale approval hearing). This expedited timeline reflected substantial prepetition marketing efforts, a stalking horse agreement in place at filing, and the company's constrained cash position that necessitated rapid transaction execution. The sale order was entered five days later on October 27, 2025.

What is the Greenberg family's history with the company?

The Greenberg family controlled Worldwide Machinery for three generations spanning 76 years. Joseph Greenberg founded the company in 1949 during the post-World War II construction boom. His son Alan expanded internationally starting in 1967, establishing offices and affiliates across multiple continents. Grandsons Evan and Adam assumed leadership in 1991 and pivoted the company toward the energy sector, building a Pipeline Division that became a global leader. In January 2025, secured lenders forced Alan, Evan, and Adam to resign from the Board—ending direct family governance—though the family regained ownership through the chapter 11 sale process.

What was the "lender-liquidator side deal"?

After receiving what Debtors characterized as an "uncompetitive bid" during the prepetition marketing process, liquidator Gordon Brothers approached the company's ABL lenders about purchasing their secured debt at less than par value. Gordon Brothers and the ABL lenders entered an exclusive arrangement that would have given Gordon Brothers control over the senior secured claims and potentially the ability to dictate the sale outcome—likely toward liquidation rather than going-concern. The Debtors alleged this arrangement violated the non-disclosure agreement Gordon Brothers had signed during the marketing process. The disputed side deal prompted the chapter 11 filing to preserve the court-supervised going-concern sale.

What is Caspian Capital's role in this case?

Caspian Capital provided a $50 million second-lien term loan in January 2022 as part of a corporate restructuring and also received a 10% equity stake in the company. By the time of filing, Caspian was owed over $70.9 million in secured debt. This dual creditor-equity position created complex incentives—Caspian had interests as both a secured lender seeking recovery and an equity holder whose stake was likely worthless given the company's asset deficit. Under the plan, Caspian's Class 3 claims received impaired treatment with specific recovery terms.

Did the company use DIP financing?

No. The Debtors funded chapter 11 operations using cash collateral rather than new debtor-in-possession financing. An interim cash collateral order authorized a $3.4 million four-week operating budget, with adequate protection for secured lenders through replacement liens and reporting requirements. The short 41-day sale timeline, preserved going-concern operations, and potential disputes with secured lenders made cash collateral a more practical funding mechanism than negotiating a consensual DIP facility.

What contested matters arose during the case?

Key Equipment Finance (a KeyBank division) filed multiple objections to cash collateral usage, the sale motion, and the termination fee motion, and sought a protective order from a Rule 30(b)(6) deposition—which the Court denied. The parties ultimately reached a stipulation resolving all disputes. The U.S. Trustee objected to the disclosure statement and plan confirmation, and John Deere filed a confirmation objection on December 17, 2025. An adversary proceeding addressed lien priority and recovery issues. Most contested matters were resolved through plan modifications and negotiated resolutions rather than contested evidentiary hearings.

What is the current case status?

The second amended plan and disclosure statement was filed December 24, 2025, with plan confirmation proceedings ongoing as of that date. The $69 million going-concern sale closed following the October 27, 2025 sale order, with Diversified Holding and Macquarie Equipment Capital completing the acquisition of substantially all operating assets. The estates are proceeding toward wind-down and distributions under the liquidating plan administered by a Wind-Down Director, with a $2.5 million professional fee escrow reserved for post-confirmation case administration.

Who is the claims agent for Worldwide Machinery Group?

Stretto, Inc. 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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