New Chapter 11 Bankruptcy Filing - Bakken Resources Inc.

Bakken Resources Inc.

December 7, 2018

Publicly-traded oil and gas company, Bakken Resources Inc. ($BKKN), filed for bankruptcy on Friday in the District of Nevada. The company focuses its activities in the Williston Basin in western North Dakota with a focus on acquiring mineral leases and non-operating oil mineral interests and then leasing their acreage to ten oil drilling operators.

Without getting into the weeds here, it seems pretty clear from the bankruptcy papers that the company required a little more focus on its royalty income payments: it suffers from all kinds of reconciliation issues with its partner operators as well as its “overriding royalty” holder, Holms Energy. It’s also getting sued up the wazoo. So, that’s a bit of a drain. As well as a hindrance to the company in terms of raising capital — $8-10mm of which is desperately needed to acquire new producing mineral rights. The company has no secured debt and less than a million of unsecured debt which begs a super serious question: how the hell did it hire Lowenstein Sandler LLP and AlixPartners LLP? Where’s THAT money coming from?

The company notes:

The commencement of this Chapter 11 Case is the product of a confluence of factors that continue to erode the Company’s liquidity and substantially impede the Company’s ability to raise necessary capital. The Company’s cash position deteriorated significantly in 2018 due to a precipitous drop in oil prices and continued litigation expenses. Since October 2018, oil prices have fallen by 28% which has drastically impacted the Company’s net royalty revenues, as has a decline in production from the Company’s current wells. The Company’s monthly net royalty revenues are projected to decline from $ 142,000 in April 2018 to approximately $ 70,000 in April 2019. This decline combined with legal expenses of approximately $ 2,300,000 to date in 2018 has forced the Company to consume more than $ 2 million in cash this year. The Company projects that it will exhaust an additional $ 1.3 million through June 2019 absent a bankruptcy filing.

Remember: the President of the United States WANTS low oil prices. But we digress.

AlixPartners is charged with selling the company as a going concern, raising capital, or selling discrete assets or operations. Which, we’d be remiss not to note, isn’t Alix’s typical kind of retention. We just hope they disclosed any and all potential conflicts.

  • Jurisdiction: D. of Nevada (Judge Beesley)   

  • Company Professionals:

    • Legal: Lowenstein Sandler LLP (Jeffrey Cohen, Gabriel Olivera) & (local) Brownstein Hyatt Farber Schreck LLP (Samuel Schwartz, Connor Shea)

    • Financial Advisor: AlixPartners LLP (Richard Robbins)

    • Claims Agent: Omni Management (*click on company name above for free docket access)

New Chapter 11 Filing - Mission Coal Company LLC

Mission Coal Company LLC

October 14, 2018

For a recap, please see here.

  • Jurisdiction: N.D. of Alabama (Judge Mitchell)

  • Capital Structure: See below

  • Company Professionals:

    • Legal: Kirkland & Ellis LLP (Stephen Hessler, Brad Weiland, Melissa Koss, Travis Bayer, Anne Gilbert Wallace, Francis Petrie, Ciara Foster, Michael Esser) & (local) Christian & Small LLP (Daniel Sparks, Bill Bensinger)

    • CRO/Financial Advisor: Zolfo Cooper LLC (Kevin Nystrom)

    • Investment Banker: Jefferies LLC

    • Claims Agent: Omni Management Group (*click on company name above for free docket access)

  • Other Parties in Interest:

    • First Lien Lenders and DIP Lenders

      • Legal: Akin Gump Strauss Hauer & Feld LLP (Martin Brimmage, Lisa Beckerman, Lacy Lawrence, Allison Miller, Erik Preis, Jason Rubin) & (local) Burr & Forman LLP (Michael Leo Hall, D. Christopher Carson, Heather Jamison)

      • Financial Advisor: Houlihan Lokey Capital

    • United Mine Workers of America

      • Legal: Rumberger Kirk & Caldwell PC (R. Scott Williams, Frederick Darrell Clarke III, Robert Adams)

    • The United Mine Workers of America 1974 Pension Plan and the United Mine Workers of America 1993 Benefit Plan

      • Legal: Morgan Lewis & Bockius LLP (Rachel Mauceri, John Goodchild III) & (local) Quinn Connor Weaver Davies & Rouco LLP (Glen Connor, George Davies)

Source: First Day Declaration

Source: First Day Declaration

New Chapter 11 Filing - 4 West Holdings LLC

4 West Holdings LLC

3/6/18 

Texas-based licensed operator or manager of 42 skilled nursing facilities in 7 states has filed a prearranged bankruptcy. The company blames "the performance of the current group of operating Facilities has been negatively impacted by industry headwinds, regulatory actions at certain Facilities, and an inefficient geographic footprint in certain regions in the United States" for its filing.

Similar to HCR Manorcare which filed for bankruptcy earlier this week, 4 West and its affiliates emanate out of a sale leaseback transaction with a publicly-traded REIT counterparty, Omega Healthcare Investors, Inc. ($OHI). And, similarly, this business suffers from many of the same problems, 

Since 2015, the Debtors have faced significant liquidity constraints caused principally by: (a) unfavorable commercial agreements and certain liabilities assumed as part of Merger, including regulatory and personal liability claims; (b) historical losses at certain of the Debtors’ previously-operated facilities, (c) a decline in performance within the current portfolio for a variety of industry-wide developments; and (d) significant capital expenditure needs. Further, the Debtors also faced rent payment obligations to the Omega Parties under the Master Leases, which were significantly higher than their operating income could support.

Consequently, the debtor has entered into a restructuring support agreement with Omega that is predicated upon two parts: (i) a transaction whereby certain unprofitable facilities will transition to a designee of Omega and (ii) a transfer of the more successful facilities to the Plan Sponsor, SC-GA 2018 Partners LLC, which is injecting the company with $225mm of new liquidity by way of $195mm in cash and $30mm note. The Omega Parties will provide a $30mm DIP credit facility to fund the cases. 

  • Jurisdiction: N.D. of Texas (Judge Hale)

  • Capital Structure: $14.2mm funded RCF (Sterling National Bank), secured Master Leases (Omega), $15mm funded LOC (OHI Asset RO, LLC), $6.2mm secured note (New Ark Mezz Holdings, LLC), $1.1mm unsecured promissory note (SA Mezz Holdings, LLC)

  • Company Professionals:

    • Legal: DLA Piper (US) LLP (Thomas Califano, Daniel Simon, Dienna Corrado, Andrew Zollinger, David Avraham)

    • Financial Advisor: Crowe Horwath LLP

    • Restructuring Advisor/CRO: Ankura Consulting (Louis Robichaux, Ben Jones, Chris Hebard)

    • Investment Banker: Houlihan Lokey Capital Inc. (Andrew Turnbull, Ryan Sandahl, Angus Schaller, Adam Montague)

    • Independent Director: Drivetrain Advisors LLC (John Brecker)

    • Healthcare Ombudsman: Melanie Cyganowski

      • Legal: Otterbourg P.C. (Keith Costa)

    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name above for free docket access)

  • Other Parties in Interest:

    • DIP Lender: OHI Asset RO, LLC

      • Legal: Bryan Cave LLP (Keith M. Aurzada, Michael P. Cooley, Mark Duedall, Leah Fiorenza McNeill, David Unseth)

    • Plan Sponsor: SC-GA 2018 Partners, LLC

      • Legal: Nelligan LLP (Patrick Nelligan, James Muenker)

    • Sterling National Bank

      • Legal: King & Spalding LLP (Arthur Steinberg, Scott Davidson, Bradley Giordano, Edward Ripley)

    • Official Committee of Unsecured Creditors (Pharmerica Corporation, Healthcare Services Group, Medline Industries, Alana Healthcare, Ominicare Inc., Joerns Healthcare LLC, Regional Ambulance

      • Legal: Pepper Hamilton LLP (Francis Lawall, Donald Detweiler, Joanna Cline) & (local) Norton Rose Fulbright US LLP (Louis Strubeck Jr., Ryan Manns, Elizabeth Boydston)

      • Financial Advisor: CohnReznick LLP (Clifford Zucker)

Updated 5/18/18

New Chapter 11 Filing - Firestar Diamond Inc.

2/26/18

Company of billionaire Nirav Modi has filed for bankruptcy in the United States. He is currently in the midst of India's biggest-ever bank scam. Indian state-run Punjab National Bank uncovered fraudulent transactions in one its branches and notes that the fraudulent transactions could be around $2 billion. 

  • Jurisdiction: S.D. of New York
  • Capital Structure: $mm debt     
  • Company Professionals:
    • Legal: Klestadt Winters Jureller Southard LLP (Ian Winters, Sean Southard, Stephanie Sweeney)
    • Restructuring Advisor/CRO: Getzler Henrich & Associates LLC (Mark Samson)
    • Financial Advisor: Marks Paneth LLP (Howard Hoff) 
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Creditor: Israel Discount Bank of New York
      • Legal: Troutman Sanders LLP (Brett Goodman, Harris Winsberg, Matthew Brooks)
    • Creditor: Punjab National Bank
      • Legal: Cleary Gottlieb Steen & Hamilton LLP (Sean O'Neal, James Bromley)
    • Creditor: J.C. Penney Corporation
      • Legal: Polsinelli PC (Christopher Ward, Jeremy Johnson) 

New Chapter 11 Filing - Philadelphia Energy Solutions LLC

Philadelphia Energy Solutions LLC

  • 1/21/18 Recap: Operator of refining complex with combined distilling capacity of 335,000 barrels/day of crude oil - representing roughly 28% of the east coast's refining capacity - and located roughly 2.5 miles from downtown Philadelphia filed a prepackaged bankruptcy in Delaware for the purposes of effectuating a sale. The company blames (i) regulatory compliance costs that specifically penalize independent merchant refiners (related, specifically, to the Clean Air Act), (ii) adverse macroeconomic trends in energy, and (iii) adverse government policy decisions for its chapter 11 filing. The goal of the prepackaged filing is to allow for an infusion of $260mm in new capital, a $35mm reduction of interest expense, and to kick maturities out to 2022. We're a little late to the game here with our summary so we'll say something that we haven't seen anyone else say about this just yet: that is, that this never would be able to file in Delaware if Elizabeth Warren has her way and the new bankruptcy reform bill is passed. Just sayin. 
  • Jurisdiction: D. of Delaware 
  • Capital Structure: See chart below.
  • Company Professionals: 
    • Legal: Kirkland & Ellis LLP (Edward Sassower, Matthew Fagen, Patrick Venter, Allyson Smith, Michael Slade, Richard Howell, Ciara Foster, Whitney Becker, Steven Serajeddini) & (local ) Pachulski Stang Ziehl & Jones LLP (Laura Davis Jones, Timothy Cairns, Peter Keane)
    • Financial Advisor: Alvarez & Marsal LLC 
    • Investment Banker: PJT Partners LP
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name above for free docket access)
  • Other Parties in Interest:
    • DIP Commitment Parties
      • Legal: Davis Polk & Wardwell LLP (Damian Schaible, Aryeh Ethan Falk, Jonah Peppiatt) & (local) Morris Nichols Arsht & Tunnell LLP (Robert Dehney, Andrew Remming)
    • PNC National Association
      • Legal: Cahill Gordon & Reindel LLP (Joel Levitin, Richard Stieglitz Jr.) & (local) Reed Smith LLP (Kurt Gwynne, Emily Devan)
    • Sponsors
      • Carlyle Group & Sunoco Inc. (a subsidiary of Energy Transfer Partners LP)
Screen Shot 2018-01-24 at 12.21.38 PM.png

New Chapter 11 Bankruptcy - Dextera Surgical Inc. ($DXTR)

Dextera Surgical Inc.

  • 12/11/17 Recap: Publicly-traded ($DXTR) California based med-device company that designs and and manufactures proprietary stapling devices that enable the advancement of minimally invasive surgical procedures has filed for bankruptcy to effectuate a sale. Why bankruptcy? Per the company's pleadings, "Dextera invested in obtaining regulatory clearances and product development, evaluation, and manufacturing, but experienced interruptions in the ability to produce both staplers and staple reload cartridges to meet customer demand. It also incurred substantial operating losses that significantly impacted liquidity, ultimately leading to the need to file the Chapter 11 Case." The company has lined up a stalking horse purchaser (Aesculap Inc.) who also happens to be the provider of $1.5mm in DIP financing to effectuate the case. The purchase price is reported to be approximately $17.3mm. 
  • Jurisdiction: D. of Delaware (Judge Carey)
  • Capital Structure: $4mm 5% secured note     
  • Company Professionals:
    • Legal: Saul Ewing Arnstein & Lehr LLP (Mark Minuti, Teresa Currier, Monique DiSabatino)
    • Special Legal: Cooley LLP (Robert Eisenbach)
    • Financial Advisor: JMP Securities LLC
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name above for free docket access)
  • Other Parties in Interest:
    • DIP Lender/Stalking Horse Bidder: Aesculap Inc.
      • Legal: Stevens & Lee PC (Joseph Huston Jr., Robert Lapowsky)

Updated 12/13/17

New Chapter 11 Bankruptcy - Charming Charlie Holdings Inc.

Charming Charlie Holdings Inc.

  • 12/11/17 Recap: A mere two weeks before Christmas, another retailer falls into bankruptcy, capping a 2017 retail bloodbath. Here, the Houston-based specialty retailer focused on colorful fashion jewelry, handbags, apparel, gifts, and beauty products follows a long line of retailers into bankruptcy court. In doing so, it demonstrates that the "treasure hunt" experienced often touted as a plus for discount retailers like T.J. Maxx ($TJX), doesn't always hold; it also shows that the difficulties apparent in women's specialty retail are demography-agnostic (here, the core audience is women ages 35-55 - in contrast to, say, rue21). The company blames (i) "adverse macro-trends" and (ii) operational shortfalls, e.g., merchandising miscalculations, lack of inventory, an overly broad vendor base), for its underperformance and reduced sales. EBITDA declined 75% "in the last several fiscal years." 75-effing-percent! With a limited amount of money available under its revolving credit facility and even less cash on hand, "Charming Charlie is out of cash to responsibly operate its business." Ouch. Rough timing. Only subject to a restructuring would lenders support the company; accordingly, the company has entered into a restructuring support agreement with 80% of the term lenders which includes a $20mm new-money cash infusion via a DIP credit facility (the facility includes, in total, a $35mm ABL and a $60mm TL...so yes, a proposed roll-up of $75mm of prepetition debt into a DIP). The company has also commenced the closure of 100 of its 370 stores, a meaningful reduction in its brick-and-mortar footprint (PETITION NOTE: the usual array of landlords, i.e., General Growth Properties ($GGP), have made a notice of appearance). Note the carefully crafted language the company deploys in its initial filing, "The Debtors anticipate 276 go-forward locations following the first round of store closures." Key words, "FIRST ROUND." In other words, the ~100 stores the company notes that it is closing (and that it seeks to retain Hilco for) may just be the beginning. While the company leaves the door open for a sale, the current agreement contemplates the equitization of the term loan (with added equity weight to those providing DIP financing) and a post-emergence debt load of $85mm. 
  • Some other takeaways:
    • (1) the fashion industry has suffered a 15% downturn in fashion jewelry sales (and the company experienced a disproportionate 22% decline itself),
    • (2) vendors and factorers continue to be aggressive with constrictive trade terms and protect their turf (similar here to Toys R Us),
    • (3) Kirkland & Ellis LLP appears to effectively deploy its network to populate Boards of Directors (here, one of the independents appointed to the Board in July 2017 has ties to Gymboree and Toys R Us, two Kirkland clients),
    • (4) Guggenheim's efforts to sell this hot mess were unsuccessful pre-petition (query whether they'll have better luck post-petition...we doubt it),
    • (5) recall the words "first round" when you consider that even landlords for locations that remain open will be squeezed as the company seeks "to amend lease terms to reduce occupancy costs and obtain rent abatements for the first quarter of 2018," 
    • (6) this restructuring will lead to some supply chain pain as the company streamlines the vendor base down to 80 from 175, and
    • (7) its hard out there for a pimp (in this case: Charlie Chanaratsopon "vacated" his role as CEO and an interim CEO has taken the helm). 
  • Jurisdiction: D. of Delaware (Judge Sontchi)
  • Capital Structure: $22mm '20 ABL (Bank of America NA), $132mm '19 TL (Wilmington Savings Trust)  
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (James Sprayragen, Joshua Sussberg, Christopher Greco, Aparna Yemamandra, Rebecca Blake Chaikin, Michael Esser, Anna Rotman) & (local) Klehr Harrison Harvey Branzburg LLP (Dominic Pacitti, Michael Yurkewicz, Morton Branzburg)
    • Financial Advisor: AlixPartners LLC
    • Investment Banker: Guggenheim Securities LLC (Stuart Erickson)
    • Liquidation Agent: HIlco Merchant Resources LLC (Ian Fredericks)
    • Real Estate Advisor: A&G Realty Partners LLC
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name above for free docket access)
  • Other Parties in Interest:
    • DIP ABL Agent/Prepetition ABL Agent: Bank of America NA
      • Legal: Morgan Lewis & Bockius LLP (Robert Barry, Julia Frost-Davies, Amelia Joiner) & (local) Richards Layton & Finger PC (Mark Collins, David Queroli)
    • Ad Hoc Group of Term Loan Lenders
      • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Jeffrey Saferstein, Adam Denhoff, Sharad Thaper) & (local) Young Conaway Stargatt & Taylor LLP (Pauline Morgan, M. Blake Cleary, Shane Reil)

12/13/17

New Chapter 11 Filing - Portrait Innovations Inc.

Portrait Innovations Inc.

  • 9/1/17 Recap: Remember professional portrait studios? Yeah, we don't either. Mostly because we haven't stepped foot in a mixed-use commercial location or traditional retail park since we got linked up to the internet 20 years ago. And that is predominantly where you'd find a Portrait Innovations studio: there are 119 of them in 31 states (including 3 studios in Walmart Supercenters). You know the story by now: with a significant decline of brick-and-mortar retail visitors comes decreased revenue...blah blah blah, bankruptcy. Here, management attempted to stave off the inevitable by negotiating rent forgiveness, closing underperforming locations (63, to be exact), and pursuing the positive, i.e., more Walmart studios. In the absence of flex by the landlords, management lacked the capital, however, to accomplish these goals. The bankruptcy filing is meant to effectuate a sale of the equity to a buyer and further reconcile leases. The company has secured a stalking horse bid from prepetition creditor, CapitalSouth Partners, and a $5mm DIP credit facility to fund the cases. 
  • Jurisdiction: W.D. of North Carolina (Judge Whitley)
  • Capital Structure: $15mm senior secured debt (CapitalSouth Partners SBIC Fund III LP)     
  • Company Professionals:
    • Legal: Rayburn Cooper & Durham PA (John Miller Jr., Paul Baynard, Benjamin Shook)
    • Investment Banker: Piper Jaffray & Co.
    • Real Estate Advisor: Hilco Real Estate LLC
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Secured Creditor/DIP Lender/Bidder: CapitalSouth Partners SBIC Fund III LP
      • Legal: K&L Gates LLP (Charles A. Dale III, Aaron Rothman, Margaret Westbrook)

Updated 9/18/17 5:15 pm CT

New Chapter 11 Filing - Peekay Acquisition LLC

Peekay Acquisition LLC

  • 8/10/17 Recap: The Auburn Washington-based specialty retailer of lingerie, sexual health and wellness products with 46 locations has filed for bankruptcy after failing to find an out-of-court buyer for its 5000 SKUs of lubes, $265 vibrators, sex toys and other fun stuff. This place sounds...liberated. And while the sex retail industry is allegedly gaining acceptance - at least according to the Company's own filing - it seems that Peekay was unable or incapable of capitalizing on it given its capital structure (PETITION Note: Agent Provocateur also filed for bankruptcy this year so query whether this really is a brick-and-mortar business or whether people would really rather discreetly order their sex toys on Amazon...our money is on the latter. Prior to the internet, options were a bit more limited, we gather.). Consequently, the company's Term Loan A Lenders have consented to the use of its cash collateral and are credit bidding $31mm of their debt to acquire the company after a long and failed attempt by the Company to explore other out-of-court options (which apparently included an IPO...WTF? What would the ticker be? "SEX"? "DIK"? "ASS"? We could do this all day.). 
  • Jurisdiction: D. of Delaware (Judge Shannon)
  • Capital Structure: $38.2mm first lien term loan ($27mm term loan A + $8.4mm interest/fees, $14.4mm term loan B + $1.98mm interest/fees), $19mm PIK seller notes    
  • Company Professionals:
    • Legal: Landis Rath & Cobb LLP (Adam Landis)
    • Financial Advisor/CRO: Traverse LLC (Albert Altro)
    • Investment Banker: SSG Advisors LLC (J. Scott Victor)
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Term A Lenders/TLA Acquisition Corp. (Alpine Associates, Alpine Heritage LP, Alpine Heritage II LP, Alpine Heritage Offshore Fund Ltd., Chatham Capital Management IV LLC, The K2 Principal Fund LP, Tor Capital LLC, Twin Haven Special Opportunities Fund IV LP)
      • Legal: Curtis Mallet-Provost Colt & Mosle LLP (Steven Reisman, Shaya Rochester, Joshua Geller) & (local) Richards Layton & Finger PA (Mark Collins, Amanda Steele, Brendan Schlauch)
    • Official Committee of Unsecured Creditors
      • Legal: Cullen and Dykman LLP (S. Jason Teele, Nicole Stefanelli) & (local) Whiteford Taylor & Preston LLP (Christopher Samis, L. Katherine Good, Aaron Stulman, Kevin Shaw)
      • Financial Advisor: The DAK Group (Sheon Karol, Ari Fuchs, Claudia Levine)

Updated 9/5/17

New Chapter 11 Filing - Cornerstone Apparel Inc. (d/b/a Papaya Clothing)

Cornerstone Apparel, Inc. (d/b/a Papaya Clothing)

  • 6/15/17 Recap: California-based apparel retailer targeted to the 16-25 year-old demographic and with 80 stores located in malls and shopping centers throughout the US filed for bankruptcy to take advantage of the Bankruptcy Code's "automatic stay" and have time to evaluate and rationalize its retail store footprint. Sadly, the company opted to expand at PRECISELY the wrong time as it opened approximately 50 stores in the last 6 years, incurring significant setup/startup costs in the process. Now it will need to engage in extensive negotiations with landlords to determine what, if anything, it can reorganize around. As part of the filing, the company has already identified 30 locations that it intends to exit from, if it hasn't already.
  • Jurisdiction: C.D. of California (Judge Zurzolo)
  • Capital Structure: No secured debt.   
  • Company Professionals:
    • Legal: Levene Neale Bender Yoo & Brill LLP (Timothy Yoo, Eve Karasik, Juliet Oh)
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on link above for free docket)
    • Other Parties in Interest:
      • Official Committee of Unsecured Creditors
        • Legal: Lewis Brisbois Bisgaard & Smith LLP (Scott Lee, Lovee Sarenas)

Updated 8/10/17

New Chapter 11 Filing - Unilife Corporation

Unilife Corporation

  • 4/12/17 Recap: Publicly-traded ($UNIS) manufacturer and B2B supplier of injectable drug delivery systems (including wearables) to pharmaceutical and biotechnology customers filed for bankruptcy to attempt a 363 sale of the business. This is kind of like a bad episode of Shark Tank. The Company appears to manufacture pretty innovative drug delivery systems - innovative in that the devices seem to be unobtrusive and, if we understand this correctly, help patients receive treatments without the need for multiple needles. But this is one of those episodes where the Sharks start asking about the numbers and they ain't pretty: the company is post-revenue and has some patents but it is pre-FDA approvals and pre-delivery (of medicine) to end users. Its limited revenue source is through negotiated supply agreements. It has a lot of debt (see below) and an expensive facility lease. It also had - in a very Kevin O'Leary-like fashion - a royalty agreement with its senior secured lender (ROS) which entitled ROS to a 4.52% royalty on the first $50mm of net sales (with ratchets for higher sales). So sharky. Of course, this isn't really that relevant when your incurred net losses are $100.8mm like they were in '16 (but we really enjoyed playing with the analogy). Now, ROS is providing a $7.5mm DIP credit facility to fund the cases for 90 days so that the company can attempt to find a buyer (note: there is no stalking horse bidder). Reminder: this was a PUBLICLY-TRADED company so, surely, there are some angry shareholders somewhere. 
  • Jurisdiction: D. of Delaware
  • Capital Structure: $70mm secured term loan (ROS Acquisition Offshore LP), $45.7mm senior secured convertible note (Amgen Inc.), $12.1mm mortgage (First National Bank), $1.9mm financing authority loan (Keystone Redevelopment Group LLC/Commonwealth of Pennsylvania Financing Authority)     
  • Company Professionals:
    • Legal: Cozen O'Connor (Mark Felger, Keith Kleinman, Eric Scherling, Frederick Schmidt) 
    • Financial Advisor: Protiviti Inc. (Guy Davis)
    • Investment Banker: SSG Capital Advisors LLC (J. Scott Victor)
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name above for free docket access)
  • Other Parties in Interest:
    • DIP Lender: ROS Acquisition Offshore LP
      • Legal: Pachulski Stang Ziehl & Jones LLP (Laura Davis Jones, Jeffrey Davidson, Henry Kevane, Debra Grassgreen)
    • Senior Secured Convertible Noteholder: Amgen Inc.
      • Legal: Ropes & Gray LLP (James Wilton, Patricia Chen) & (local) Cole Schotz PC (Norman Pernick, Katharina Earle)
    • Large General Unsecured Creditor: Sanofi Winthrop Industrie
      • Legal: DLA Piper (US) LLP (Stuart Brown, Kaitlin Edelman)
    • Official Committee of Unsecured Creditors
      • Legal: Lowenstein Sandler LLP (Michael Etkin, David Banker, Barry Bazian, Gerald Bender) & (local) Schnader Harrison Segal & Lewis LLP (Richard Barkasy)

Updated 7/17/17

New Chapter 11 Filing - Answers Holdings Inc.

Answers Holdings Inc.

  •  3/3/17 Recap: Apax Partners' backed website operator has filed for bankruptcy because it never evolved from Internet 1.0, has too much debt, its main site, Answers.com, is the red-headed step-child of Quora, and, quite frankly, not a single person receiving the PETITION newsletter has visited the site(s) since 2006. Yahoo, FacebookAmazon (AWS), Amex and Silicon Valley Bank are among the top 10 creditors. The debtors solicited a prepackaged plan and so all of the above will be unimpaired - somewhat ironic given that algorithmic changes by Google and Facebook - in addition to a mountain of debt - are the real root causes of the company's decline.
  • Jurisdiction: SD of New York
  • Capital Structure: $40mm revolver, $325mm '21 first lien TL, $180mm '22 second lien TL.   
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (James Sprayragen, Jonathan Henes, Christopher Greco, Melissa Koss, John Weber, Anthony Grossi)
    • Financial Advisor: Alvarez & Marsal LLC (Justin Schmaltz, Erin McKeighan)
    • Investment Banker: Rothschild (Steven Antinelli)
    • Claims Agent: Rust Bankruptcy/Omni Consulting (*click on company name for docket)
  • Other Parties in Interest:
    • Ad Hoc Group of Consenting First Lien Lenders
      • Legal: Jones Day LLP (Scott Greenberg, Michael Cohen, Bryan Kotliar)
      • Financial Advisor: Houlihan Lokey
    • First Lien Agent: Credit Suisse AG
      • Legal: Gibson Dunn & Crutcher LLP (David Feldman, J. Eric Wise)
    • Ad Hoc Group of Consenting Second Lien Lenders (Deerpath Capital Management LP, North Haven Credit Partners LP, Summit Partners Credit Advisors LP)
      • Legal: Akin Gump Strauss Haur & Feld LLP (David Botter, David Simonds)
        • Financial Advisor: FTI Consulting Inc.
    • Second Lien Agent: Wilmington Trust NA
      • Legal: Alston & Bird LLP (Jason Solomon, David Wender)
    • Sponsor Entities: Apax Partners LP, Clarity Holdco LP, Clarity GP LLC
      • Legal: Simpson Thacher & Bartlett LLP (Elisha Graff, Edward Linden)
    • Proposed Board of Directors of the Reorganized Entity: William Ruckelshaus, Eric Ball, Peter Daffern, Eugene Davis, John Federman, Lonne Jaffe, Brian Mulligan.

Updated 4/2/17

New Chapter 11 Filing - Michigan Sporting Goods Distributors Inc.

Michigan Sporting Goods Distributors, Inc.

  • 2/14/17 Recap: Happy Valentine's Day, honey, your favorite midwestern sporting goods store is going out of business and I picked up some sweet Nike kicks for you at (an alleged) 60% off. Great for you. Great for me. Not so great for the 1300 employees, Nike (who is owed $3.8mm), Under Armour (owed $2.4mm), and the company CEO who owns 86% of the equity. Berkeley Research Group is at the helm of another liquidation: never before has a single firm's use of "tombstones" been so literal. 
  • Jurisdiction: W.D. of Michigan
  • Capital Structure: $49.4mm funded secured ABL debt (Wells Fargo)    
  • Company Professionals:
    • Legal: Warner Norcross & Judd LLP (Stephen Grow, R. Michael Azzi)
    • Financial Advisor: Berkeley Research Group LLC (Steve Coulombe)
    • Investment Banker: Stout Risius Ross Advisors LLC (Michael Krakovsky)
    • Liquidators: Tiger Capital Group LLC and Great American Group LLC
    • Intellectual Property Disposition Consultant: Hilco IP Services LLC (Gabriel Fried)
    • Real Estate Advisors: A&G Realty Partners LLC (Michael Jerbich)
      • Legal: Wachtell Lipton Rosen & Katz (Neil Snyder) & (local) Dickinson Wright PLLC (Allison Bach)
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click company name above for docket)
  • Other Parties in Interest:
    • Wells Fargo NA
      • Choate Hall & Stewart LLP (Jonathan Marshall, Katherine Reynolds, Kevin Simard) & (local) Bodman PLC (Mark Bakst)
    • Official Committee of Unsecured Creditors
      • Legal: Cooley LLP (Cathy Herschkopf, Seth Van Aalten, Robert Winning, Evan Lazerowitz)
    • Phoenix Capital Management Co.
      • Legal: Sugar Felsenthal Grais & Hammer LLP (S. Jason Teele, Nicole Stefanelli)

Updated 4/2/17

New Chapter 11 Filing - United Road Towing Inc.

United Road Towing Inc.

  • 2/6/17 Recap: These bada$$ strapping towing lads fought the law and the law won. Meaning: a $5mm judgment was rendered against the Illinois-based company for purportedly charging excessive fees and now the company has less money, mo' problems. The company filed chapter 11 to obtain cover under the automatic stay (and avoid enforcement of the judgment) and sell the company. No stalking horse bidder, however, is in tow (see what we did there?). First lien lender Wells Fargo is providing a $32.25mm DIP to fund the case.  
  • Jurisdiction: D. of Delaware
  • Capital Structure: $32.3mm first lien credit facility ($13.8mm out - Wells Fargo) & $17mm second lien credit facility ($19.4 claim - Medley Capital)    
  • Company Professionals:
    • Legal: Winston & Strawn LLP (Daniel McGuire, Grace D'Arcy, Carrie Hardman) & (local) Young Conaway Stargatt & Taylor LLP (M. Blake Cleary, Ryan Bartley, Andrew Magaziner)
    • Financial Advisor: Getzler Henrich & Associates LLC
    • Investment Banker: SSG Advisors LLC
    • Claims Agent: Rust Consulting/Omni Bankruptcy LLC (*click on company name for docket)
  • Other Parties in Interest:
    • ABL/DIP Agent: Wells Fargo NA
      • Legal: Riemer & Brownstein LLP (Steven Fox) & (local) Ashby & Geddes (Gregory Taylor)
    • Medley Capital Corporation
      • Legal: Greenberg Traurig LLP (Maria DiConza, Dennis Meloro)
    • Official Committee of Unsecured Creditors
      • Legal: Pachulski Stang Ziehl & Jones LLP
      • Financial Advisor: Gavin/Solmonese LLC

Updated 2/16/17

New Chapter 11 Bankruptcy Filing - Memorial Production Partners LP

Memorial Production Partners LP

  • 1/17/17 Recap: Utah-based oil and gas MLP filed bankruptcy to deleverage its balance sheet and swap out the entirety of its senior unsecured notes for equity. Shareholders set to receive a tip.
  • Jurisdiction: S.D. of Texas
  • Capital Structure: $700mm funded RCF (Wells Fargo), $646mm '21 7.625% senior unsecured notes, $465mm '22 6.875% senior unsecured notes (Wilmington Trust)  
  • Company Professionals:
    • Legal: Weil (Gary Holtzer, Alfredo Perez, Joseph Smolinsky, Edward Soto, Gabriel Morgan, Scott Bowling)
    • Financial Advisor: AlixPartners LLC (John Castellano)
    • Investment Banker: Perella Weinberg Partners
    • Claims Agent: Rust Bankruptcy/Omni Consulting (*click on company name for docket)
  • Other Parties in Interest:
    • Ad Hoc Group of Noteholders (Trust Asset Management, Brigade Capital Management, Citadel, Fir Tree Partners)
      • Legal: Davis Polk & Wardwell LLP (Brian Resnick, Angela Libby)
      • Financial Advisor: Miller Buckfire & Co., LLC
    • Wells Fargo
      • Legal: Linklaters LLP (Margot Schonholtz, Penelope Jensen, Christopher Hunker) & (local) Vinson & Elkins LLP (Paul E. Heath, Bradley Foxman)
    • Wilmington Trust
      • Legal: Stroock Stroock & Lavan LLP (Erez Gilad)

Updated 1/21/17

New Filing - Choxi.com, Inc.

Choxi.com, Inc. (aka Nomorerack.com)

  • 12/5/16 Recap: E-commerce retailer funded to the tune of $52mm that is now almost certainly completely wiped out filed for bankruptcy in response to an involuntary filing by three creditors owed $300+k on account of goods sold. Despite being named after a URL, the URL is no longer active and so we can't even see what kind of fancy wares they had (tried) to sell.   
  • Jurisdiction: S.D. of New York   
  • Company Professionals:
    • Legal: Klesdadt Winters Jureller Southard & Stevens, LLP (Tracy Klesdadt, Christopher Reilly, Stephanie Sweeney)
    • Financial Advisor: CBIZ Tax Accounting & Advisory New York LLC (Blanche Zelmanovich)
    • Claims Agent: Rust Consulting/Omni Bankruptcy LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Unsecured Creditors' Committee
      • Legal: Nutovic & Associates (Isaac Nutovic)
      • Financial Advisor: CBIZ Tax Accounting & Advisory New York LLC (Blanche Zelmanovich)

Updated 12/29/16

New Filing - Limitless Mobile LLC

Limitless Mobile LLC

  • 12/5/16 Recap: Pennsylvania-based 3G/4G LTE network provider of mobile phone and home internet services to retail customers in rural areas filed chapter 11 to restructure its debt, winddown its retail operations and attempt to continue its wholesale business pursuant to a $4mm Tower Bridge DIP loan. Basically this thing is an investment cesspool: after a $9+mm loan and $25.2mm grant from the US government and a $30mm equity (and spectrum) infusion from Tower Bridge, the company determined that it had an "extended runway to profitability." Who modeled this for the US Government before doling out the grant?
  • Jurisdiction: D. of Delaware
  • Capital Structure: $9.2mm debt (Rural Utilities Service - United States) & $9mm (Tower Bridge LLM Partners LLC)    
  • Company Professionals:
    • Legal: Dilworth Paxson LLP (Catherine Pappas, Martin Weis, Jesse Silverman, Lawrence McMichael, Erik Coccia)
    • Claims Agent: Rust Omni (*click on company name for docket)
  • Other Parties in Interest:
    • Tower Bridge LLM Partners LLC
      • Legal: Gellert Scali Busenkill & Brown LLC (Ronald Gellert, Evan Rassman)
    • Unsecured Creditors Committee
      • Legal: Saul Ewing LLC (Lucian Murley, Sharon Levine)
      • Financial Advisor: Gavin/Solmonese LLC (Edward Gavin)

Updated 12/29/16

New Filing - Nasty Gal Inc.

Nasty Gal Inc.

  • 11/9/16 Recap: Sophia Amoruso's provocative female-fashion e-commerce retailer with two California brick-and-mortar locations collapses under the weight of its own growth, global currency effects, and the inability to tap capital markets given depressed valuations for retailers, generally, and e-commerce businesses, specifically, and files for bankruptcy to delever its balance sheet. There is no stalking horse bidder for the assets. 87% of its revenues are from e-commerce. The company had at least $65mm of venture capital funding (Index Ventures, Ron Johnson).
  • Jurisdiction: C.D. of California
  • Capital Structure: $15mm secured debt (Hercules Technology Growth Capital Inc.), $5mm unsecured convertible bridge loan (at 3x liquidation preference)(Stamos & Johnson Fund I, LLP)   
  • Company Professionals:
    • Legal: Robins Kaplan LLP (Scott Gautier, Lorie Ball, Kevin Meek)
    • Investment Banker: Peter J. Soloman Company 
    • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name for docket)
  • Other Parties in Interest:
    • Hercules Technology Growth Capital Inc.
      • Legal: Cole Schotz (Stuart Komrower, Ryan Jareck) & (local) Pachulski (Jeffrey Pomerantz, Jeffrey Dulberg)
    • Boohoo F I Limited
      • Legal: Troutman Sanders LLP (Penelope Parmes, Harris Winsberg, Stephen Roach)
    • Unsecured Creditors' Committee
      • Legal: Levene Neale Bender Yoo & Brill LLP (Gary Klausner, Todd Arnold)
      • Financial Advisor: B. Riley & Co. 

Updated 12/30/16