Woolworths Group Limited acquires assets of Takeoff Technologies, Inc. through 363 sale credit bid of postpetition loans avoiding cessation of certain automated business operations
Client(s) Woolworths Group Limited
Jones Day represented major Australian retailer, Woolworths Group Limited, in connection with a series of transactions to acquire software from its vendor, Takeoff Technologies, Inc., which filed for chapter 11 in May 2024. The software is used by Woolworths' micro-fulfillment centers throughout Australia and New Zealand, which provide for the automated fulfillment of customers' online grocery orders.
Woolworths, one of three lenders, provided debtor-in-possession (DIP) financing to Takeoff Technologies, Inc. This ensured Takeoff's continued operation of its software during the chapter 11 cases pending a marketing process for Takeoff's business. In that sale process, Woolworths was the successful bidder for Takeoff's assets with a credit bid of Woolworths' DIP loans. Throughout the case, Woolworths overcame objections from the Official Committee of Unsecured Creditors and the Office of the U.S. Trustee and the Committee's motion to convert the cases to chapter 7 liquidation. The sale closed just three months after the filing of the chapter 11 cases.
