12/11/17 Recap: Holding company which holds, as its primary asset, an interest in a non-debtor online forex trading company filed a prepackaged bankruptcy to restructure its balance sheet. Troubles for the company began in early 2015 when "unprecedented volatility" in the euro-to-franc currency rate led the Swiss National Bank to eliminate its 1.2 france per euro floor. Instantly, the company was in breach of certain regulatory capital requirements and had to cease operations. After getting rescue financing from Leucadia National Corp. - bridging the company back into regulatory compliance - the company knew that the short term bridge would become an issue. A looming NASDAQ delisting triggered a "fundamental change" call provision on the notes which, of course, the company couldn't pay. The company's plan, solicited prior to filing, is basically an amend-and-extend. The term loan maturity is pushed one year and the converts will get (secured) take-back paper in the same nominal amount with maturity extended five years (with an interest rate uptick from 2.25% to 7%...PIK Toggle, of course).
Jurisdiction: S.D. of New York (Judge Wiles)
Capital Structure: $300mm secured term loan (Leucadia National Corp), $172.5mm 2.25% convertible notes (Bank of New York Mellon)
Company Professionals:
Legal: King & Spalding LLP (Arthur Steinberg, Michael Handler, Sarah Borders, Thaddeus Wilson, Elizabeth Dechant)
Financial Advisor: Perella Weinberg Partners
Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)
Other Parties in Interest:
Ad Hoc Group of Convertible Noteholders (683 Capital Partners LP, Lazard Asset Management LLC, Penderfund Capital Management Ltd., Phoenix Investment Advisor LLC, Wolverine Flagship Fund Trading Limited)
Legal: Vinson & Elkins LLP (Steven Abramowitz, David Meyer, Lauren Kazer, Eric Hilmo)
8/1/17 Recap: TerraVia, a publicly-traded (Nasdaq: $TVIA) "next-generation" algae-based food company based out of San Francisco filed for bankruptcy. The company has a stalking horse bidder lined up to buy it for $20mm plus certain assumed liabilities and seeks to jam this case through bankruptcy in about 6 weeks lest it run out liquidity in the process (even with a proposed $10mm DIP); it claims that more time is unnecessary given that it ran a robust marketing process pre-filing that included outreach to over 100 parties. We'll let the company economics do the rest of the talking (see below).
Legal: Davis Polk & Wardwell LLP (Damian Schaible, Steven Szanzer, Adam Shpeen, Benjamin Kaminetzky) & (local) Richards Layton & Finger P.A. (Mark Collins, Amanda Steele)
Financial Advisor:
Investment Banker: Rothschild & Co. (Tero Janne)
Claims Agent: KCC (*click on company name above for free docket access)
Other Parties in Interest:
DIP Agent: Wilmington Savings Fund Society FSB & Ad Hoc Consortium of Holders of Convertible Senior Subordinated Debt (Gilead Capital LP, Higher Ground SICAV PLC Core Wealth Fund, Lazard Asset Management LLC, Passport Capital LLC, Wolverine Asset Management LLC, Zazove Associates LLC)
Legal: Brown Rudnick LLP (Robert Stark, Steven Levine, Brian Rice, Kellie Fisher) & (local) Ashby & Geddes P.A. (William Bowden, Gregory Taylor, Katharina Earle)
