🍿New Chapter 11 Bankruptcy Filing - VIP Cinema Holdings Inc.🍿

VIP Cinema Holdings Inc.

February 18, 2020

VIP Cinema Holdings Inc. and four affiliates (the “debtors”) filed prepackaged chapter 11 bankruptcy cases in the District of Delaware; they are manufacturers of luxury seating products for movie theaters. Here’s the problem: end user customers stopped ordering their stuff. Yup, that’s right, there’s a finite market for luxury seating in movie theaters. Who knew?

Here are some of the problems this company confronted:

• They made chairs that were too good. That’s right. Too good. The chairs had a longer lifecycle than the company likely wanted. Either that or people are engaging in too much Netflixing and chilling and not enough movie-going.

• Movie theaters slowed down their renovation activities and construction of new locations. Perhaps people are engaging in too much Netflixing and chilling and not enough movie-going.

• Movie theaters reduced capital investment — mostly because they haven’t exactly performed very well themselves and have their own debt and equityholders to contend with. Also, people are engaging in too much Netflixing and chilling and not enough movie-going.

• They conquered the total addressable market, securing 70% market share with little to no room to grow thanks to all of the foregoing bulletpoints.

Are we being too flip about $NFLX? Well, don’t take our word for it. Here’s the company explaining one of the reasons why it’s in trouble:

“Continued proliferation of online streaming services and alternative viewing experiences, which has led to declining movie attendance, a poor outlook sentiment for the overall U.S. movie theatre industry and particularly put significant pressure on the stock price of AMC, a key customer for the Company.”

Because of all of the foregoing factors, the debtors triggered an event of default under their first lien credit agreement and have been in a state of forbearance with their lenders ever since — all with the hope of negotiating an out-of-court restructuring transaction.

That hope was extinguished when Odeon reduced seating orders, napalming everyone’s financial models upon which the proposed out-of-court transaction was premised. Now we’re in prepackaged bankruptcy territory with a restructuring support agreement that will shed $178mm of debt and infuses the company with a $33mm DIP credit facility — of which $13mm is new money and $20mm is a roll-up of prepetition debt. Here is the pre-petition capital structure:

The liquidity is highly necessary. The debtors are burning cash like Rick Dalton burns interlopers bursting into his Hollywood Hills mansion. The debtors filed for bankruptcy with just $1mm in liquidity remaining.

Speaking of burning cash, that’s pretty much what you can say about the $200-or-so-million that previously went into these debtors. The restructuring support agreement will (a) convert first lien loans to preferred and common equity, (b) donut the second lien claims, and (c) donut the general unsecured claimants (unless they opt-in to a release, in which case they’ll get $5k). Critical to everything is the fact that HIG Capital LLC, the existing shareholder in the company, will write a new-money check of $7mm and enter in a management services agreement with the reorganized newco. In exchange for this investment, HIG will get preferred equity and 51% of the common equity.* Everyone is going to be holding their breath for the next 6 weeks, hoping that no other large chains cancel or downsize orders. If that happens, this deal could blow up.

*Suffering PTSD from the last-minute collapse of the out-of-court deal, HIG also negotiated the ability to walk if the debtors have less than $1.5mm of available unrestricted cash on the “Exit Date.”

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• Jurisdiction: D. of Delaware (Judge Walrath)

• Capital Structure: see above.

• Professionals:

  • Legal: Ropes & Gray LLP (Gregg Galardi, Christine Pirro Schwarzman) & Bayard PA (Erin Fay, Daniel Brogan, Gregory Flasser)

  • Independent Director: Michael Foreman

  • Financial Advisor/CRO: AlixPartners LLP (Stephen Spitzer)

  • Investment Banker: UBS Securities LLC

  • Claims Agent: Omni Agent Solutions Inc. (*click on the link above for free docket access)

• Other Parties in Interest:

  • First Lien Agent: Wilmington Savings Fund Society FSB

    • Legal: Wilmer Cutler Pickering Hale and Dorr LLP (Andrew Goldman, Benjamin Loveland) & Morris Nichols Arsht & Tunnell LLP (Robert Dehney, Joseph Barsalona II, Tamara Mann, Andrew Workman)

  • Ad Hoc Group of First Lien Lenders

    • Legal: Davis Polk & Wardwell LLP (Damian Schaible, Adam Shpeen) & Morris Nichols Arsht & Tunnell LLP (Robert Dehney, Joseph Barsalona II, Tamara Mann, Andrew Workman)

    • Financial Advisor: M-III Partners LP

  • Second Lien Agent & Second Lien Lenders: Oaktree Fund Administration LLC

    • Legal: Stroock & Stroock & Lavan LLP (Jayme Goldstein, Daniel Ginsburg, Joanne Lau) and Young Conaway Stargatt & Taylor LLP (Matthew Lunn, Edmon Morton, Betsy Feldman)

  • Sponsor: HIG Capital LLC & HIG Middle Market LBO Fund II LP

    • Legal: McDermott Will & Emery LLP (Brooks Gruemmer, Jay Kapp)

New Chapter 11 Filing - Anna Holdings Inc. (a/k/a Acosta Inc.)

Anna Holdings Inc. (a/k/a Acosta Inc.)

DATE

Back in September 2018’s “Trickle-Down Disruption from Retail Malaise (Short Coupons),” we noted a troubled trio of “sales and marketing agencies.” We wrote:

With the “perfect storm” … of (i) food delivery, (ii) the rise of direct-to-consumer CPG brands, (iii) increased competition from private-brand focused German infiltrators Aldi and Lidl, and (iv) the increasingly app-powered WholeFoods, there are a breed of companies that are feeling the aftershocks. Known as “sales and marketing agencies” (“SMAs”), you’d generally have zero clue about them but for the fact that you probably know someone who is addicted to coupon clipping. Or you’re addicted to coupon clipping. No shame in that, broheim. Anyway, that’s what they’re known for: coupons (we’re over-simplifying: they each perform other marketing, retailing, and data-oriented services too). The only other way you’d be familiar is if you have a private equity buddy who is sweating buckets right now, having underwritten an investment in one of three companies that are currently in distress. Enter Crossmark Holdings Inc., Acosta Inc., and Catalina Marketing (a unit of Checkout Holding Corp.). All three are in trouble.

What’s happened since? Catalina Marketing filed for chapter 11 bankruptcy. Crossmark Holdings Inc. effectuated an out-of-court exchange transaction, narrowing averting a chapter 11 bankruptcy filing. And, as of last week, Acosta Inc. launched solicitation of a prepackaged chapter 11 bankruptcy filing. It will be in bankruptcy in the District of Delaware very very soon. We’ve basically got ourselves an SMA hat-trick.

Before we dive into what the bloody hell happened here — and it ain’t pretty — let’s first put some more meat on those SMA bones. In doing so, mea culpa: we WAY over-simplified what Acosta Inc. does in that prior piece. So, what do they do?

Acosta has two main business lines: “Sales Services” and “Marketing Services.” In the former, “Acosta assists CPG companies in selling new and existing products to retailers, providing business insights, securing optimal shelf placement, executing promotion programs, and managing back-office order-to-cash and claims deduction management solutions. Acosta also works with clients in negotiations with retailers and managing promotional events.” They also provide store-level merchandising services to make sure sh*t is properly placed on shelves, stocks are right, displays executed, etc. The is segment creates 80% of Acosta’s revenue.

The other 20% comes from the Marketing Services segment. In this segment, “Acosta provides four primary Marketing Services offerings: (i) experiential marketing; (ii) assisted selling and training; (iii) content marketing; and (iv) shopper marketing. Acosta offers clients event-based marketing services such as brand launch events, pop-up retail experiences, mobile tours, large events, and trial/demo campaigns. Acosta also provides Marketing Services such as assisted selling, staffing, associate training, in-store demonstrations, and more. Under its shopping marketing business, Acosta advises clients on consumer promotions, package designs, digital shopping, and other shopper marketing channels.”

In the past, the company made money through commission-based contracts; they are now shifting “towards higher margin revenue generation models that allow the Company to focus on aligning cost-to-serve with revenue generation to better serve clients and maximize growth.” Whatever the f*ck that means.

We’re being flip because, well, let’s face it: this company hasn’t exactly gotten much right over the last four years so we ought to be forgiven for expressing a glint of skepticism that they’ve now suddenly got it all figured out. Indeed, The Carlyle Group LP acquired the company in 2014 for a staggering $4.75b — a transaction that “ranked … among the largest private-equity purchases of that year.” Score for Thomas H. Lee Partners LP (which acquired the company in 2011 from AEA Investors LP for $2b)!! This was after the Washington DC-based private equity firm reportedly lost out on its bid to acquire Advantage Sales & Marketing, a competitor which just goes to show the fervor with which Carlyle pursued entry into this business. Now they must surely regret it. Likewise, the company: nearly all of the company’s $3b of debt stems from that transaction. The company’s bankruptcy papers make no reference to management fees paid or dividends extracted so it’s difficult to tell whether Carlyle got any bang whatsoever for their equity buck.*

Suffice it to say, this isn’t exactly a raging success story for private equity (calling Elizabeth Warren!). Indeed, since 2015 — almost immediately after the acquisition — the company lost $631mm of revenue and $193mm of EBITDA. It gets worse. Per the company:

“Revenue contributions from the top twenty-five clients in 2015 have declined at approximately 14.6 percent per year since fiscal year 2015. Furthermore, adjusted EBITDA margins have decreased year-over-year since fiscal year 2015 from over 19 percent to approximately 16 percent as of the end of fiscal year 2018.”

When you’re losing this money, it’s awfully hard to service $3b of debt. Not to state the obvious. But why did the company’s business deteriorate so quickly? Disruption, baby. Disruption. Per the company:

Acosta’s performance was disrupted by changes in consumer behavior and other macroeconomic trends in the retail and CPG industries that had a significant impact on the Company’s ability to generate revenue. Specifically, consumers have shifted away from traditional grocery retailers where Acosta has had a leadership position to discounters, convenience stores, online channels, and organic-focused grocers, where Acosta has not historically focused.

Just like we said a year ago. Let’s call this “The Aldi/Lidl/Amazon/Dollar Tree/Dollar Store Effect.” Other trends have also taken hold: (a) people are eating healthier, shying away from center-store (where all the Campbell’s, Kellogg’s, KraftHeinz and Nestle stuff is — by the way, those are, or in the case of KraftHeinz, were, all major clients!); and (b) the rise of private label.

Moreover, according to Acosta, consumer purchasing has declined overall due to the increased cost of food (huh? uh, sure okay). The company adds:

These consumer trends have exposed CPG manufacturers to significant margin pressure, resulting in a reduction in outsourced sales and marketing spend. In the years and months leading to the Petition Date, several of Acosta’s major clients consolidated, downsized, or otherwise reduced their marketing budgets.

By way of example, here is Kraft Heinz’ marketing spend over the last several years:

Compounding matters, competition in the space is apparently rather savage:

“Acosta also faced significant pressure as a result of the Company’s heavy debt load. Clients have sought to diversify their SMA providers to decrease perceived risk of Acosta vulnerability. In fact, certain of Acosta’s competitors have pointed to the Company’s significant indebtedness, contrasting their own de-levered balance sheets, to entice clients away from Acosta. Over time, these factors have tightened the Company’s liquidity position and constrained the Company from making necessary operational and capital expenditures, further impacting revenue.”

So, obviously, Acosta needed to do something about that mountain of debt. And do something it did: it’s piling it up like The Joker, pouring kerosene on it, and lighting that sh*t on fire. The company will wipe out the first lien credit facility AND the unsecured notes — nearly $2.8b of debt POOF! GONE! What an epic example of disruption and value destruction!

So now what? Well, the debtors clearly cannot reverse the trends confronting CPG companies and, by extension, their business. But they can sure as hell napalm their balance sheet! The plan would provide for the following:

• Provide $150mm new money DIP provided by Elliott, DK, Oaktree and Nexus to satisfy the A/R facility, fund the cases, and presumably roll into an exit facility;

• First lien lenders will get 85% of the new common stock (subject to dilution from employee incentive plan, the equity rights offering, the direct investment preferred equity raise, etc.) + first lien subscription rights OR cash subject to a cap.

• Senior Notes will get 15% of new common stock + senior notes subscription rights OR cash subject to a cap.

• They’ll be $325mm in new equity infusions.

So, in total, over $2b — TWO BILLION — of debt will be eliminated and swapped for equity in the reorganized company. The listed recoveries (which, we must point out, are based on projections of enterprise value) are 22-24% for the holders of first lien paper and 10-11% for the holders of senior notes.

We previously wrote about how direct lenders — FS KKR Capital Corp. ($FSK), for instance — are all up in Acosta’s loans. Here’s what KKR had to say about their piece of the first lien loan:

We placed Acosta on nonaccrual due to ongoing restructuring negotiations during the quarter and chose to exit this position after the quarter end at a gain to our third quarter mark.

HAHAHAHA. Now THAT is some top-notch spin! Small victories, we guess. 😬😜

*There have been two independent directors appointed to the board; they have their own counsel; and they’re performing an investigation into whether “any matter arising in or related to a restructuring transaction constituted a conflict matter.” There is no implication, however, that this investigation has anything to do with potential fraudulent conveyance claims. Not everything is Payless, people.

• Jurisdiction: D. of Delaware (Judge )

• Capital Structure:

• Professionals:

  • Legal: Kirkland & Ellis LLP (Edward Sassower, Joshua Sussberg, Christopher Greco, Spencer Winters, Derek Hunter, Ameneh Bordi, Annie Dreisbach, Josh Greenblatt, Yates French, Jeffrey Goldfine) & Klehr Harrison Harvey Branzburg LLP (Domenic Pacitti, Michael Yurkewicz, Sally Veghte)

  • Independent Directors: Gary Begeman, Marc Beilinson

    • Legal: Katten Muchin Rosenman LLP

  • Financial Advisor: Alvarez & Marsal LLC

  • Investment Banker: PJT Partners Inc. (Paul Sheaffer)

  • Claims Agent: Prime Clerk LLC (*click on the link above for free docket access)

• Other Parties in Interest:

  • A/R Facility Agent: Wells Fargo Bank NA

  • Admin Agent and Collateral Agent: Ankura Trust Company LLC

    • Legal: Shearman & Sterling LLP (Joel Moss, Sara Coelho) & Drinker Biddle & Reath LLP (Patrick Jackson)

  • First Lien Credit Agent: JPMorgan Chase Bank NA

    • Legal: Freshfields Bruckhaus Deringer US LLP (Scott Talmadge, Samantha Braunstein) & Richards Layton & Finger PA (Mark Collins, David Queroli)

  • First Lien Lender Group

    • Legal: Davis Polk & Wardwell LLP (Damian Schaible, Stephen Piraino, Jacob Weiner)

    • Financial Advisor: Centerview Partners

  • Minority First Lien Lenders

    • Legal: Arnold & Porter Kaye Scholer LLP (Michael Messersmith, Seith Kleinman, Sarah Gryll) & Pepper Hamilton LLP (David Stratton)

    • Financial Advisor: FTI Consulting Inc.

  • Indenture Trustee: Wilmington Trust NA

  • Backstop Parties: Elliott Management Corporation & Oaktree Capital Management LP

    • Legal: White & Case LLP (Thomas Lauria, Michael Shepherd, Joseph Pack, Jason Zakia, Kimberly Havlin) & Whiteford Taylor & Preston LLC (Marc Abrams, Richard Riley)

  • Backstop Parties: Davidson Kempner Capital Management LP & Nexus Capital Management LP

    • Legal: Sullivan & Cromwell LLP (Alison Ressler, Ari Blaut, James Bromley) & Potter Anderson & Corroon LLP (Christopher Samis, Aaron Stulman)

  • Sponsor: Carlyle Partners VI Holdings LP (78.47% equity)

    • Legal: Latham & Watkins LLP (George Davis, Andrew Parlen)
      
      

New Chapter 11 Bankruptcy - EXCO Resources Inc.

EXCO Resources Inc.

• 1/15/18 Recap: Dallas-based oil and gas exploration and production company filed for bankruptcy with no plan, no buyer, and a $250mm DIP credit facility in hand from the likes of Fairfax Financial Holdings Limited, Bluescape Resources Company LLC, and JPMorgan Chase Bank, N.A. ($JPM). The company intends to use bankruptcy to try and find a strategic buyer. Shockingly, it doesn't have a stalking horse bidder, all-the-more-surprising because this bankruptcy filing has been anticipated for a year, if not more. W.L Ross & Co. LLC, the former firm of Commerce Secretary Wilbur Ross (#MAGA!!), and Oaktree Capital Management Funds ($OAK) are two large equityholders with holdings of 12.5% and 8.29%, respectively. Companies in EXCO's list of top unsecured creditors is a who's who lineup of once-stressed, distressed, or bankrupt companies, including Azure Midstream, Goodrich Petroleum ($GDP), Chesapeake Energy ($CHK), Stallion Oilfield Services, Nuverra Environmental Solutions, and Light Tower Rentals, among others. At the time of this writing, the company hasn't completed its first day filing but do we even need to read the papers to understand why this company with $1.3 billion of total debt is in bankruptcy court? RIght, probably not. 
• Jurisdiction: S.D. of Texas (Judge Isgur)
• Capital Structure: $1.35b of debt including $131.5mm 7.5% '18 Senior Notes (Wilmington Savings Fund Society), $70.1mm 8.5% '22 Senior Notes (Wilmington Savings Fund Society). 
• Company Professionals:
  • Legal: Kirkland & Ellis LLP (Patrick Nash, Christopher Greco, Alexandra Schwarzman, Stephen Hackney, Ryan Moorman) & (local) Gardere Wynne Sewell LLP (Marcus Helt)
  • Financial Advisor: Alvarez & Marsal LLC (John Stuart)
  • Investment Banker: PJT Partners (Steven Zelin, Michael O'Hara, Adam Schlesinger, Zachary Rigoni, Keith Lord, Jeremey Woodard, Scott Meyerson, Gregory Nelson, Emmanuel Recachinas, Aaron Brenner, Tony Yang, Jennifer Wang)
  • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name above for free docket access)
• Other Parties in Interest:
  • DIP Lender: JPMorgan Chase Bank NA
    • Legal: Simpson Thatcher & Bartlett LLP (Nicholas Baker, Sandeep Qusba) & (local) Norton Rose Fulbright US LLP (Louis Strubeck, Kristian Gluck, Ryan Manns)
  • DIP Lender: Fairfax Financial Holdings Limited
    • Legal: Kasowitz Benson Torres LLP (Andrew Glenn, Eric Taube, Adam Shiff, Emily Kuznick, Shai Schmidt)
  • Indenture Trustee: Wilmington Savings Fund Society FSB
    • Legal: Seward & Kissel LLP (John Ashmead, Robert Gayda, Catherine LoTempio)
  • Cross Sound Management
    • Legal: Quinn Emanuel Urquhart & Sullivan LLP (Benjamin Finestone, K. John Shaffer) & (local) Jackson Walker LLP (Patricia Tomasco, Matthew Cavenaugh)
  • Gen IV Investment Opportunities LLC and VEGA Asset Partners LLC
    • Legal: White & Case LLP (Thomas Lauria, Michael Shepherd) & (local) Gray Reed & McGraw (Jason Brookner)
  • Bluescape Resources Company LLC
    • Legal: Bracewell LLP (Kurt Mayr, David Lawton, Jason Cohen)
  • Official Committee of Unsecured Creditors
    • Legal: Brown Rudnick LLP (Robert Stark, Kenneth Aulet, Sigmund Wissner-Gross, Gerard Cicero, Steven Levine) & (local) Jackson Walker LLP (Patricia Tomasco, Matthew Cavenaugh)
    • Financial Advisor: FTI Consulting Inc. (Andrew Scruton)
    • Investment Bank: Intrepid Partners LLC (Matthew Hart)

Updated 4/1/18 at 12:13 CT

New Chapter 11 Bankruptcy - Walter Investment Management Corp.

Walter Investment Management Corp. 

• 11/30/17 Recap: Mortgage banking firm focused primarily on the servicing and origination of loans, including forward and reverse loans, has filed a much-anticipated prepackaged bankruptcy with the intention of shedding nearly $800mm of debt from its balance sheet. The company originates "conventional conforming loans eligible for securitization by government-sponsored enterprises, such as Fannie Mae and Freddie Mac, or eligible for guarantees by government agencies, such as Ginnie Mae MBSs." If that was painful reading, imagine how the lawyers felt drafting that. Even more painful is understanding that this bankruptcy is directly attributable to decisions the company made in the aftermath of the financial crisis. From 2010 through 2015, the company went on a debt-ridden acquisition spree (including once bankrupt Residential Capital LLC) which just goes to show that, while one's crisis is another's opportunity, one's crisis could be one's crisis. With this deleveraging transaction, the company hopes to be more competitive in the market going forward.

• Jurisdiction: S.D. of New York (Judge Garrity)

• Capital Structure: $100mm '18 RCF, $1.4b '20 TL (Credit Suisse AG), $540mm 7.875% '21 senior unsecured notes (Wilmington Savings Fund Society FSB), $242mm '19 senior subordinated convertible notes (Wells Fargo Bank NA)(public equity: $WAC)

• Company Professionals:

  • Legal: Weil Gotshal & Manges LLP (Ray Schrock, Matthew Barr, Sunny Singh)

  • Financial Advisor: Alvarez & Marsal North America LLC (David Coles)

  • Investment Banker: Houlihan Lokey Capital Inc. (Reid Snellenbarger, Jeffrey Levine, Jeffrey Lewis, James Page, Daniel Martin, Derek Kuns)

  • Claims Agent: Prime Clerk LLC (*click on case name above for free docket access)

• Other Parties in Interest:

  • Administrative Agent: Credit Suisse AG

    • Legal: Davis Polk & Wardwell LLP (Brian Resnick, Michelle McGreal)

  • Consenting Term Lenders (Carlson Capital LP, TAO Fund LLC, Credit Suisse Asset Management LLC, Marathon Asset Management LP, Nuveen, Symphony Asset Management LLC, Eaton Vance Management)

    • Legal: Kirkland & Ellis LLP (Patrick Nash, Gregory Pesce)

    • Financial Advisor: FTI Consulting Inc.

  • Consenting Senior Noteholders (Canyon Capital Advisors LLC, CQS UK LLP, Deer Park Road Management Company LP, Lion Point Capital LP, Oaktree Capital Management LP, Omega Advisors Inc.)

    • Legal: Milbank Tweed Hadley & McCloy LLP (Dennis Dunne, Gregory Bray, Haig Maghakian, Rachel Franzoia)

    • Financial Advisor: Moelis & Co.

  • Prepetition Indenture Trustee: Wilmington Savings Fund Society FSB

    • Legal: Pryor Cashman LLP (Patrick Sibley, Seth Lieverman, Matthew Silverman)

  • Prepetition Convertible Notes Indenture Trustee: Wells Fargo Bank NA

    • Legal: Thompson Hine LLP (Curtis Tuggle)

  • Administrative Agent for DIP Warehouse Facilities: Credit Suisse First Boston Mortgage Capital LLC

    • Legal: Alston & Bird LLP (Gerard Catalanello, Karen Gelernt, James Vincequerra)

  • Fannie Mae

    • Legal: O'Melveny & Myers LLP (Darren Patrick, Steve Warren, Jennifer Taylor)

  • Freddie Mac

    • Legal: McKool Smith (Paul Moak, Kyle Lonergan)

First Day Declaration

Updated 11/30/17 10:05 CT

New Chapter 11 Filing - 21st Century Oncology Holdings Inc.

21st Century Oncology Holdings Inc.

• 5/21/17 Recap: People have been talking about an uptick in healthcare-related bankruptcies. Is this the start? Here, Florida-based cancer care provider founded in the early 80s with 179 locations (including some in South America and Latin America) finds itself in bankruptcy court after years of acquisitions (including once-bankrupt Oncure Holdings Inc.) and a perfect storm of causes - most notably, an over-levered balance sheet. Other contributing factors to the company's chapter 11 filing include (i) decreased reimbursements under current insurance programs, (ii) Medicare changes, (iii) a shift from higher revenue per treatment PPO insurance plans to HMO plans, and (iv) government regulations, penalties and settlements. Some government inquiries remain outstanding. The company has a restructuring support agreement in place, a proposed $75mm DIP credit facility, and the plan is to delever the balance sheet by up to $500mm.
• Jurisdiction: S.D. of New York
• Capital Structure: $599mm TL & $121mm RCF (Morgan Stanley Senior Funding), $35mm MDL Facility (Wilmington Savings Fund Society), $368mm 11% '23 senior unsecured notes (Wilmington Trust National Association), $19mm PIK notes    
• Company Professionals:
  • Legal: Kirkland & Ellis LLP (James Sprayragen, Christopher Marcus, William Guerrieri, John Weber, Alexandra Schwarzman, Mark McKane, Michael Esser)
  • Financial Advisor: Alvarez & Marsal LLC (Paul Rundell)
  • Investment Banker: Millco Advisors LP (Brendan Hayes)
  • Claims Agent: KCC (*click on company name above for free docket access)
• Other Parties in Interest:
  • Prepetition MDL Agent: Wilmington Savings Fund Society FSB
    • Legal: Pryor Cashman LLP (Seth Lieberman, Patrick Sibley, Matthew Silverman)
  • First Lien Ad Hoc Committee and DIP Lenders (Apex Credit Partners LLC, Black Diamond Capital Management LLC, BlueMountain CLO Management LLC, Carlson Capital LP, Deutsche Bank AG New York Branch, GMO Credit Opportunities Fund LP, Goldman Sachs Asset Management LP, HPS Investment Partners LLC, IA Clarington Investments Inc., Intermarket Corporation, Key Bank National Association, MJX Asset Management LLC, Morgan Stanley Senior Funding Inc., Och-Ziff Capital Investments LLC, Q Investments LP, Silver Rock Financial LP, Wazee Street Capital Management LLC, Wells Fargo NA)
    • Legal: Milbank Tweed Hadley & McCloy LLP (Dennis Dunne, Evan Fleck, Matthew Brod)
    • Financial Advisor: PJT Partners LP
  • Ad Hoc Group of Crossholder Lenders
    • Legal: Stroock Stroock & Lavan LLP  (Frank Merola, Jayme Goldstein, Matthew Schwartz, Samantha Martin)
    • Financial Advisor: Houlihan Lokey Capital Inc.
  • Major Equity Holders (Canada Pension Plan Investment Board, Vestar Capital Partners V LP)
    • Legal for CPPIB: Debevoise & Plimpton LLP (Mi Chi To)
  • DIP Administrative Agent: Morgan Stanley Senior Funding
    • Legal: Cahill Gordon & Reindel LLP (Joel Levitin, Richard Stieglitz Jr.)
  • Patient Care Ombudsman
    • Legal: Otterbourg PC (Melanie Cyganowski, Keith Costa, Jennifer Feeney)
  • Backstop Parties: Beach Point Capital Management LP, Governors Lane LP, JPMorgan Investment Management Inc., Oaktree Capital Management LP, Roystone Capital Management LP, HPS Investment Partners LLC
  • Official Committee of Unsecured Creditors
    • Legal: Morrison & Foerster LLP (Lorenzo Marinuzzi, Jonathan Levine, Daniel Harris, Benjamin Butterfield)

Updated 7/11/17

New Chapter 11 Filing - Panda Temple Power LLC

Panda Temple Power LLC

• 4/18/17 Recap: Texas-based gas-operated merchant power generator servicing the ERCOT region filed for bankruptcy because demand projections were too robust (in the face of increasing share serviced by alternative energy sources), depressed natural gas prices crushed revenues, and a regulatory attempt to reform to a capacity market failed, among other reasons. The company had been downgraded and operating pursuant to a forbearance with its lenders. Now, the company is in bankruptcy with a restructuring support agreement that outlines the terms of a transaction that will swap the term loan for 100% of the equity in the company. The company will have a $20mm DIP in play to effectuate the transaction.
• Jurisdiction: D. of Delaware
• Capital Structure: $398.7mm funded '22 first lien TL (inclusive of LOC and RCF - Wilmington Trust, NA)  
• Company Professionals:
  • Legal: Latham & Watkins LLP (Keith Simon, Annemarie Reilly, Marc Zelina) & (local) Richards Layton & Finger (John Knight, Paul Heath, Brendan Schlauch, Christopher De Lillo)
  • Investment Banker: Ducera Partners (Mark Davis)
  • Claims Agent: Prime Clerk LLC (*click on company name for docket)
• Other Parties in Interest:
  • Ad Hoc Group of Term Lenders (Ares Capital Corporation, Avenue Capital Management II LP, Brigade Capital Management LP, Canaras Capital Management, GSO Capital Partners LP, H.I.G. WhiteHorse Capital LLC, Lord Abbett & Co. LLC, MJX Asset Management LLC, Oaktree Capital Management LP, Siemens Financial Services Inc., SOF-X Credit Holdings LLC (Starwood Credit Advisors LLC), Western Asset Management Company)
    • Legal: Stroock Stroock & Lavan LLP (Jayme Goldstein, Jonathan Canfield, Joanne Lau) & (local) Young Conaway & Stargatt LLP (Edmon Morton, Matthew Lunn, Ashley Jacobs)
    • Financial Advisor: Houlihan Lokey
  • 3M Employee Retirement Income Plan Trust
    • Legal: Blank Rome LLP (Jeffrey Rhodes, Ira Herman, Stanley Tarr)

Updated 5/3/17 

New Filing: Bonanza Creek Energy Inc.

Bonanza Creek Energy Inc.

• 1/4/17 Recap: The company filed a prepackaged bankruptcy to eliminate $850mm of debt from its balance sheet and infuse the company with $200mm of new equity.
• Jurisdiction: D. of Delaware
• Capital Structure: $475mm '17 1.5-2.5% RCF (Key Bank), $500mm '21 6.75% senior unsecured notes, $300mm '23 5.75% senior unsecured notes (Delaware Trust Company).      
• Company Professionals:
  • Legal: Davis Polk & Wardwell LLP (Marshall Huebner, Brian Resnick, Elliot Moskowitz, Adam Shpeen, Lara Samet Buchwald) & (local) Richards Layton & Finger PA (Mark Collins, Amanda Steele, Brendan Schlauch)
  • Financial Advisor: Alvarez & Marsal LLC (Seth Bullock)
  • Investment Banker: Perella Weinberg Partners (Kevin Cofsky, Jacob Czarnick)
  • Claims Agent: Prime Clerk LLC (*click name above for docket link)
• Other Parties in Interest:
  • RBL Agent: Key Bank
    • Legal: Bracewell LLP (Trey Wood, Jennifer Feldshur, Dewey Gonsoulin)
  • Ad Hoc Committee of Noteholders (Apollo Energy Opportunity Mgmt, Continental Casualty, Credit Suisse Asset Mgmt, DE Shaw Galvanic Portfolios, Gen IV Investment Opportunities LLC, Lord Abbett & Co., Luxor Capital Group LP, Mangrove Partners, Nomura Corporate Research & Asset Mgmt, Oaktree Capital Management LP, Paloma Partners Management Company, Par-Four Investment Management LLC, Perry Creek Capital Fund I, Socratic Fund Management LP, Whitebox Advisors). Added subsequent to the case filing (Aristeia Capital LLC, Barclays Bank PLC, Continental Casualty Company, Venor Capital Management LP, Wells Fargo Securities LLC); Subtracted subsequent to the case filing (Credit Suisse Asset Mgmt).
    • Legal: Kirkland & Ellis LLP (Edward Sassower, Steven Serajeddini, John Luze, Stephen Schwarzbach Jr.) & (local) Pachulski Stang Ziehl & Jones LLP (Laura Davis Jones, Peter Keane)
    • Investment Bank: Evercore
  • Ad Hoc Committee of Equity Security Holders (Fir Tree Inc., HHC Primary Fund, CVI Opportunities Fund I, Silver Point Capital, MatlinPatterson Global Opportunities Master Fund)
    • Legal: Brown Rudnick LLP (Edward Weisfelner, Bennett Silverberg, D. Cameron Moxley) & (local) Chipman Brown Cicero & Cole LLP (William Chipman Jr.)
    • Financial Advisor: Miller Buckfire & Co. (Richard Klein, Matthew Rodrigue)
  • Delaware Trust Company (as successor trustee to Wells Fargo)
    • Legal: Haynes and Boone LLP (Charles Beckham Jr., Keith Sambur) & (local) The Rosner Law Group LLC (Frederick Rosner, Scott Leonhardt)
  • Silo Energy LLC
    • Legal: Arent Fox LLP (George Angelich, Jackson Toof, Andrew Silfen) & (local) Polsinelli PC (Justin Edelson)
  • Senior Unsecured Noteholders: GMO Credit Opportunities Fund LP and Global Credit Advisors LLC
    • Legal: Ropes & Gray LLP (D. Ross Martin, Andrew Devore) & (local) Pepper Hamilton LLP (David Stratton)

Updated 4/2/17

New Chapter 15 Filing: Catalyst Paper Corporation

Catalyst Paper Corporation

• 11/1/16 Recap: British Columbia-based paper manufacturer files Chapter 15 in support of a CBCA proceeding a mere four years after a previous CBCA/Chapter 15 restructuring to pursue a sale transaction with Kejriwal Group, an Indian paper manufacturer, and/or delever its balance sheet.
• Jurisdiction: D. of Delaware, Canada
• Capital Structure: $134mm CAD funded RCF, $15mm CAD funded TL, $260mm '17 senior secured PIK Toggle Notes.   
• Company Professionals:
  • Legal: (Canadian counsel) Stikeman Elliott (Guy Martel, Jonathan McLean) & (US Counsel) Sidley Austin LLP (James Conlan, Dennis Twomey, Blair Warner, Allison Ross) & (local) Young Conaway (Edmon Morton, Ashley Jacobs, Matthew Lunn)
  • Financial Advisor: Houlihan
• Other Parties in Interest:
  • Senior Secured Noteholders
    • Legal: Milbank Tweed (Abhilash Raval, Eric Reimer, Haig Maghakian) & (local) Richards Layton (Mark Collins, Michael Merchant, Andrew Dean)
  • Major Shareholders:
    • Mudrick Capital Management, Cyrus Capital Partners, Oaktree Capital Management, Stonehill Capital Management