CLIENT TRANSACTIONS

ICON Aircraft, Inc.

Client Profile

ICON is a leading developer and manufacturer of light-sport aircraft (“LSA”). The Company’s flagship product is the ICON A5, an amphibious sport plane with foldable wings and versatile takeoff and landing options. The Company was founded in 2006 in response to the Federal Aviation Administration’s formation of the LSA category and the sport pilot license class in 2004. With state-of-the-art manufacturing facilities and a first-mover advantage, ICON established itself as a leader in the recreational aviation industry.

Situation

The Company developed its proof-of-concept aircraft in the mid-2000s and spent the next 15 years establishing its manufacturing processes, onboarding more than 300 employees and refining its award-winning LSA. Despite the Company’s ability to build a global brand following and sell over 200 aircraft, the Company faced liquidity constraints driven by rising input costs, supply chain disruptions, certification delays, and disputes with management and shareholders. These issues required the Company to borrow additional capital from investors and led to an unsustainable capital structure.

Solution

SSG was retained in August 2023 as ICON’s exclusive investment banker to conduct a comprehensive marketing process and solicit interest from new investors or a sale of the business. While SSG’s marketing process was robust and generated interest from strategic and financial investors, no party was willing to move forward with an investment outside of a bankruptcy process. In an effort to preserve ongoing operations, ICON filed for relief under Chapter 11 in April 2024 to pursue a sale of the Company’s assets.

In preparation for the Company’s filing in April 2024, SSG was tasked with securing debtor-in-possession (“DIP”) financing to fund the bankruptcy sale process. SSG contacted a variety of potential alternative lenders, including third-party financial institutions experienced in distressed lending and financing, as well as existing unsecured lenders and shareholders. Although several parties considered the opportunity, FeiRen International Co. Ltd. was the only lender to submit a term sheet for a DIP facility, which was ultimately approved by the Bankruptcy Court.

Once the DIP financing was secured, SSG commenced a comprehensive, post-petition marketing process and re-solicited interest for a sale of the Company’s assets. After extensive diligence coordination and negotiations, an asset purchase agreement submitted by DA was approved as the stalking horse bid. Following an expedited re-marketing of the stalking horse bid and the receipt of one additional qualified overbid, an auction was held. After multiple rounds of bidding at the auction and subsequent bids made the night before the sale hearing, the stalking horse bid was increased by over 20%, and the Debtors ultimately deemed the final bid from DA to be the highest and best offer. The sale to DA was approved by the Bankruptcy Court in June 2024 and closed thereafter receiving Chinese government approval required due to DA’s Chinese parent company.

SSG’s special situations expertise, experience running expedited processes, and ability to navigate complex stakeholder relationships generated a competitive auction environment that maximized stakeholder value and preserved the business as a going concern.