Worldwide Machinery Group: Greenberg Family Reclaims Business via $69M Sale in 41 Days

The Greenberg family regained ownership of the 75-year-old heavy-equipment platform it built when an entity it controls, Diversified Holding, LLC, acquired substantially all of Worldwide Machinery Group's assets through a court-approved going-concern sale, eight months after secured lenders had forced the family off the board. Worldwide Machinery Group, Inc. and three affiliates filed chapter 11 on September 11, 2025, in the U.S. Bankruptcy Court for the Southern District of Texas (Houston Division), lead case No. 25-90379, before Judge Christopher M. Lopez. The First Day Declaration of Chief Restructuring Officer Scott Avila described a business with roughly 117 U.S. employees, approximately $116 million in assets, approximately $223 million in liabilities, and about $190.2 million of secured debt as of late August 2025.

The case moved on a single track from the first day: the Sale Motion framed a going-concern transaction the debtors aimed to close within 30 days, and Judge Lopez approved the sale 41 days after filing. The dispute that drove the case into bankruptcy was a fight over process control: the debtors alleged that liquidator Gordon Brothers and the company's ABL lenders had entered a side arrangement to convert a competitive marketing process into a lender-driven liquidation. A global settlement reached at the October 22, 2025 sale hearing resolved that fight, set the final consideration at $56 million in cash plus roughly $9.6 million of assumed liabilities, and paid the ABL lenders $54 million in exchange for a waiver of their deficiency claims. The estates then converted the residual case into a liquidating chapter 11 plan, which Judge Lopez confirmed on December 30, 2025 and which went effective on February 10, 2026.

Three Generations of Family Ownership

Worldwide Machinery operated for more than 75 years as a heavy earthmoving equipment dealer and rental company, renting and selling equipment sourced from Caterpillar and John Deere alongside its own Superior-branded machines. Management said the business spanned more than 70 countries, with its principal place of business in Houston and main facilities in Denver, Salt Lake City, Lubbock, Houston, Dallas, Albuquerque, and Dickinson, North Dakota.

Founding and family succession. Joseph Greenberg founded the company in 1949, supplying heavy construction equipment during the post-war building boom. Alan Greenberg assumed control in 1967 and expanded internationally, establishing offices and affiliate relationships in Mexico, Germany, Australia, Peru, and Italy. When Evan and Adam Greenberg took over in 1991, they pivoted the company toward the energy sector and built a Pipeline Division supplying specialized pipeline-construction equipment. By the filing, roughly 70% of revenue derived from civil infrastructure work, about 25% from pipeline construction, and the remainder from renewable-energy initiatives.

The 2024 default and loss of family control. In January 2022, Worldwide executed a corporate restructuring under a new Delaware holding company and took a $50 million second-lien term loan from Caspian Capital, which also acquired a 10% equity stake. The company defaulted on its first-lien credit facility in 2024. In January 2025, at the insistence of the secured lenders, Alan, Evan, and Adam Greenberg resigned from the board, ending direct family governance after more than seven decades. Management transitioned to a restructuring committee of independent directors and to Scott Avila of Paladin Management Group as chief restructuring officer.

Pipeline Collapse and the 2024 ABL Default

The First Day Declaration attributed the distress to COVID-era disruption, a decline in the pipeline industry, and a long-running ABL default that left the business without enough unencumbered cash to fund operations or restructuring costs outside chapter 11.

Pipeline downturn. Volatile oil prices during 2020 and 2021 drove what the declaration characterized as a "catastrophic decline" in the pipeline industry. The collapse of oil prices in early 2020 was followed by cancellations of major pipeline projects, including Keystone XL, that reduced demand for the specialized equipment the company's Pipeline Division supplied. COVID-19 construction slowdowns separately delayed or cancelled civil-infrastructure projects across the company's core dealer and rental segments.

No runway outside chapter 11. By August 31, 2025, the company carried about $223 million in liabilities against roughly $116 million in assets, and revenue for the fiscal year ended June 30, 2025 was approximately $67 million. The Cash Collateral Motion said the debtors needed immediate access to the lenders' cash collateral to avoid irreparable harm and to prevent the ABL lenders from forcing a value-destructive receivership or liquidation before a sale could close.

Capital Structure and the $190 Million Secured Stack

The First Day Declaration broke out approximately $190.2 million of secured debt as of August 31, 2025: ABL debt of about $117,627,827.32, Caspian second-lien debt of about $70,913,328.01, and John Deere debt of about $1,677,120.56. The Cash Collateral Motion identified KeyBank National Association and the ABL lender group as the senior secured parties holding first-lien claims, with Cantor Fitzgerald Securities serving as administrative agent for the second-lien Caspian lenders and John Deere holding a smaller secured position.

Caspian's position carried a dual character. When it provided the $50 million second-lien term loan in January 2022, it also took a 10% equity stake in the holding company, so by filing it held both a secured claim that had grown to over $70.9 million and an equity interest that the asset deficit rendered worthless. The second amended plan later fixed the Caspian loan claim at approximately $72.7 million for classification and recovery purposes. Adam Greenberg and J. Evan Greenberg held 82.5% of the equity, with Caspian's 10% the next-largest block, per the First Day Declaration.

Insider Sale and the Gordon Brothers Standoff

The Sale Motion described a dual-track prepetition process run by the restructuring committee with Piper Sandler & Co. as investment banker. Piper Sandler contacted about 202 parties, executed 39 non-disclosure agreements, and distributed 38 confidential information memoranda. That process produced the going-concern bid from Diversified Holding, LLC — the Greenberg-controlled entity — financed by Macquarie Equipment Capital, Inc., a competing joint bid from Hilco and Ritchie Bros., and a bid from Gordon Brothers that the debtors characterized as noncompetitive. In August 2025 the committee selected the Diversified/Macquarie going-concern transaction as the highest and best offer, and the chapter 11 filing was used to obtain court approval and sale-order protections.

The lender-liquidator allegations. The Sale Motion presented Gordon Brothers as the rejected liquidation alternative. After submitting its noncompetitive bid, Gordon Brothers approached the ABL lenders about buying their loan claims at less than par, which would have given it standing over the senior secured debt and a path to a receivership-style liquidation. The debtors alleged this aligned arrangement violated the non-disclosure agreement Gordon Brothers had signed during marketing. The debtors filed an emergency motion to compel production of the agreements between Gordon Brothers and the ABL lenders, arguing those documents were central to the NDA-breach and bad-faith allegations.

The structure and the two purchase agreements. The successful transaction was structured as two interconnected asset purchase agreements: a "Macquarie Agreement" with Macquarie Equipment Capital and a "Diversified Agreement" with Diversified Holding, LLC, as reflected in the Sale Order. In the first-day papers, the proposed consideration was no less than $65.6 million — $52.5 million cash plus assumption of up to $13.1 million of trade liabilities. The debtors funded operations during the case with cash collateral rather than new debtor-in-possession financing, under an interim order entered September 15, 2025 that authorized a $3.4 million four-week budget with replacement liens and reporting rights as adequate protection, followed by a second interim order on October 8, 2025.

The ABL agent's objection. Key Equipment Finance, a division of KeyBank National Association acting as ABL administrative agent, filed a detailed objection to the sale on October 15, 2025. The agent asserted a statutory right to credit bid its debt under section 363(k), objected to a $1 million termination fee benefiting Macquarie as a bid-chilling device, and argued the debtors could not satisfy section 363(f) because the roughly $65.6 million purchase price fell far below senior secured liens exceeding $133 million. The agent also framed the deal as an impermissible sub rosa plan and an insider sale-leaseback to the Greenberg family, asserted a roughly $17.5 million diminution in collateral value, and contended the debtors filed bankruptcy to subvert a contractually permitted effort by the lenders to sell their debt. The ABL lenders submitted a credit bid for a portion of their claim on October 20, 2025, which the debtors opposed as not higher or better than the going-concern transaction.

The October 22 global settlement. A global settlement reached during the October 22, 2025 evidentiary hearing resolved the sale motion, the cash collateral motion, the adversary proceeding, and pending stay-relief and dismissal motions. Under the settlement, the cash purchase price increased from $52.5 million to $56 million while assumed liabilities were reduced from $13.1 million to about $9.6 million; the debtors agreed to pay the ABL lenders $54 million in cash from the proceeds; the ABL lenders consented to the transaction and waived all deficiency claims; and the debtors granted the ABL lenders general releases. The transaction remained subject to an overbid process, but no overbids were submitted. Judge Lopez approved the sale at the hearing — 41 days after the petition date — and entered the standalone Sale Order on October 27, 2025, authorizing the sale free and clear under section 363(f) and finding each purchaser a good-faith buyer under section 363(m). The sale closed on October 28, 2025.

Liquidating Plan, Voting, and Wind-Down

After the sale closed, the debtors pursued a liquidating chapter 11 plan to distribute residual proceeds, reconcile claims, and wind down the estates. On the effective date, equity interests are cancelled, the debtors are dissolved, and remaining assets vest in wind-down debtors, as set out in the second amended plan. Judge Lopez conditionally approved the disclosure statement on December 1, 2025, allowing solicitation to proceed, with a plan supplement filed December 10 and a first amended plan supplement following.

Class treatment and recoveries. The plan materials state that the ABL lenders retained the $54 million in cash sale proceeds in full satisfaction of their claims and waived deficiency claims, implying a recovery of roughly 46% against their stated claim amount. The plan classified Class 2 ABL Loan Claims, Class 3 Caspian Loan Claims, and Class 4 General Unsecured Claims as impaired; Classes 3 and 4 were projected to recover only 0% to 5%, dependent largely on litigation and residual wind-down value. Intercompany claims and equity interests were cancelled without distribution.

Plan voting. The Stretto vote-tabulation declaration reported the results for the three voting classes. Class 2 (ABL Loan Claims) cast no valid ballots and was treated under the confirmation order as deemed to accept. Class 3 (Caspian Loan Claims) had a single holder accept in the full claim amount of $72,686,168.71. Class 4 (General Unsecured Claims) saw 19 holders vote, with 14 accepting ($502,954.10) and 5 rejecting ($35,776.77) — 73.7% acceptance by count and 93.4% by amount. The single Class 3 ballot fixed the Caspian loan claim at $72,686,168.71 for classification purposes.

Releases and exculpation. The confirmation order approved a debtor release of the released parties and found the third-party release consensual through an opt-out mechanism, under which holders were deemed to consent unless they timely returned an opt-out form or objected. The released parties include the debtors, the committee and its members, the ABL and Caspian lenders and their agents, and named individuals John T. Young, Jr., Robert Warshauer, Scott Avila, and Joe McInnis. The exculpation provision covers postpetition conduct through the effective date, carved out for actual fraud, willful misconduct, and gross negligence, and a plan injunction enforces the releases; the order preserved governmental regulatory, criminal, and environmental claims.

Wind-down governance and retained claims. The confirmation order approved Claritas Advisors LLC as plan administrator, and the first amended plan supplement identified Elizabeth LaPuma as plan administrator and Joe McInnis as wind-down director, with the administrator serving in a fiduciary capacity to liquidate assets, reconcile claims, and make distributions. The plan preserved estate causes of action — including claims against Gordon Brothers for the alleged NDA violations and various avoidance actions — for prosecution by the wind-down structure as one of the few remaining sources of potential upside. The February 10, 2026 effective-date notice set deadlines for administrative claims and final professional-fee requests at 30 days after the effective date.

Plan Objections and Contested Matters

Beyond the sale fight, several disputes ran through confirmation. The committee's litigation track was the most aggressive: on October 21, 2025, the debtors and the official committee of unsecured creditors entered a stipulated order granting the committee standing, and the committee filed an eight-count adversary complaint (Adv. Pro. No. 25-03791) alleging the ABL lenders and Gordon Brothers acted in bad faith in the prepetition claim-sale effort and in attempting to block a value-maximizing sale. The committee withdrew the complaint as to the ABL administrative agent on October 29, 2025 after the global settlement, leaving the Gordon Brothers claims for the wind-down estate.

Key Equipment Finance discovery dispute. Beyond its sale objection, Key Equipment Finance objected to cash collateral use and to the termination fee motion, and sought a protective order to avoid a Rule 30(b)(6) deposition. Judge Lopez denied the protective order on October 20, 2025, and the parties reached a stipulation and agreed order entered October 27, 2025, the same day as the sale order.

Confirmation objections. The Office of the U.S. Trustee objected at both the disclosure-statement and plan-confirmation stages, raising adequate-information and feasibility concerns the debtors addressed through plan modifications. John Deere Construction & Forestry Company filed its own confirmation objection on December 17, 2025. The debtors also filed preliminary objections to Claims 34 through 41 on October 21, 2025.

Professional Retentions and Fees

The debtors retained White & Case LLP as lead bankruptcy counsel and relied on Paladin Management Group, with Scott Avila serving as CRO and Piper Sandler & Co. as investment banker. Stretto, Inc. served as claims, noticing, and solicitation agent under a retention order entered September 12, 2025. The official committee of unsecured creditors was represented by Pachulski Stang Ziehl & Jones LLP.

White & Case's final fee application covering September 11 through December 30, 2025 sought $3,560,404.00 in fees plus $47,236.46 in expenses, for $3,607,640.46. Pachulski Stang Ziehl & Jones' final fee application for the committee sought $363,395.00 in fees plus $4,631.95 in expenses, for $368,026.95. Those two applications alone put lead counsel and committee counsel charges at roughly $3.98 million before any financial-advisor or claims-agent fees.

Key Timeline

Frequently Asked Questions

Why did Worldwide Machinery file for chapter 11?

The filing followed a dispute over control of the sale process. After Gordon Brothers submitted what the debtors called a noncompetitive bid, it approached the ABL lenders about buying their loan claims at less than par — an arrangement the debtors alleged violated Gordon Brothers' NDA and threatened a lender-driven liquidation. Underlying that fight were a "catastrophic decline" in the pipeline business from oil-price volatility, COVID-era construction slowdowns, a 2024 ABL default, and a capital structure with roughly $223 million in liabilities against about $116 million in assets.

Who acquired the company and for how much?

Diversified Holding, LLC — an entity controlled by the Greenberg family — acquired substantially all assets in a going-concern transaction financed by Macquarie Equipment Capital, structured as two interconnected purchase agreements. Under the October 22 global settlement, the final consideration was $56 million in cash plus about $9.6 million of assumed trade and lease liabilities, with $54 million of the cash paid to the ABL lenders. Law360 reported the approved sale at roughly $69 million.

How long did the sale take?

Judge Lopez approved the sale 41 days after the petition date, from September 11 to October 22, 2025, and the transaction closed October 28, 2025. The expedited timeline reflected substantial prepetition marketing, a stalking-horse structure in place at filing, and a cash position that required rapid execution.

What did the ABL lenders and other creditors recover?

The ABL lenders retained $54 million in cash in full satisfaction of their claims and waived their deficiency claims, a recovery of roughly 46% against their stated claim amount. Caspian's Class 3 claim of $72,686,168.71 and Class 4 general unsecured claims were projected to recover only 0% to 5%, dependent on wind-down value and retained litigation, including preserved claims against Gordon Brothers.

Did the company use DIP financing?

No. The debtors funded operations with cash collateral rather than a new debtor-in-possession facility. An interim order authorized a $3.4 million four-week budget with replacement liens and reporting requirements as adequate protection, and a second interim order extended access through the sale closing.

Who is the claims agent for Worldwide Machinery Group?

Stretto, Inc. serves as the claims, noticing, and solicitation agent under a retention order entered September 12, 2025. Stretto maintains the official claims register under the supervision of the clerk and administered plan solicitation, including the vote tabulation reflected in the December 19, 2025 voting declaration.

For related coverage, see ElevenFlo's analyses of Elite Equipment Leasing's chapter 11, National Railway Equipment's chapter 11, and Heritage Coal's 363 sale and liquidating plan.