⛽️New Chapter 11 Bankruptcy Filing - Hornbeck Offshore Services Inc. ($HOSS)⛽️

Hornbeck Offshore Services Inc.

May 19, 2020

Hornbeck Offshore Services Inc. and 13 affiliates (the “debtors”), providers of marine transportation services to petroleum exploration and production, oilfield service, offshore construction and US military customers, filed prepackaged chapter 11 bankruptcies in the Southern District of Texas. Judge Isgur and Judge Jones must be thinking “Thank G-d”: for the judges, “prepackaged” is the operative word here and a quickie case amidst some of these melting ice cubes (e.g., J.C. Penney) must be a welcome breath of fresh air.

Hornbeck is one of those companies that people have been watching ever since 2015 — mostly on account of (i) the idea that offshore drilling had become prohibitively expensive in a falling commodity price environment and (ii) thanks to years of capital-intensive vessel construction programs and vessel acquisitions, an over-levered balance sheet. The good news is that, because of those programs/acquisitions, the company is relatively well-positioned with a nimble and younger fleet (76 vessels in total) — a fact that’s surely recognized by the company’s future equity holders. The bad news is that, with this much debt, even Hornbeck couldn’t postpone the inevitable bankruptcy ad infinitum when oil is where it is. Per the company:

Despite the Company’s relative strengths in its core markets, recent industry trends have had a materially adverse impact on the offshore energy industry and on the Company in particular. While the Company is accustomed to, and built for, the cyclical nature of the oilfield services industry, the recent downturn in the industry has lasted nearly six years, much longer than any previous cycles in the deepwater era, and has put pressure on the Company’s ability to repay or refinance its significant debt obligations.

This is what the funded debt looks like:

Despite that ghastly capital structure and the unfriendly market, Hornbeck, unlike other players in the space like Tidewater Inc. and GulfMark Offshore Inc., managed to stay out of bankruptcy. To do so, it pulled every lever in the book:

• Stacking of vessels to right-size the size of the available fleet relative to demand? ✅

• Defer drydocking costs? ✅

• Onshore and offshore personnel pay cuts? ✅

• Selectively taking on assignments, avoiding long-term Ks and insurance risk? ✅

This is all great but of course there’s still that monstrosity of a balance sheet. In tandem with the operational restructuring, the company has been pursuing strategic balance sheet transactions since 2017 — some more successful than others. The most recent attempt of out-of-court exchange offers and consent solicitations was in early February and though it got a super-majority of support from holders of the ‘20 and ‘21 notes, it failed to meet the required 99% threshold to consummate the deal. On March 23, the date of the bottom of the stock market (irrelevant…just a fun fact), the company terminated the offers. After a long road over many years, bankruptcy became more of a reality.

And so here we are. With the amount of support indicated on the offers, this thing set up nicely for a prepackaged plan. Regarding the plan, there’s a whole lot going on there because of the way the exit facilities are contemplated and the fact that there are Jones Act compliance issues but suffice it to say that the plan treats the first lien lenders as the fulcrum security. The second lien lenders will get a tip and the unsecured noteholders essentially walk away with a small equity kiss and warrants. The company will require liquidity on the back end of the chapter 11 and so the plan also contemplates a $100mm rights offering in exchange for 70% of the reorganized equity.

The debtors will fund the cases via a $75mm DIP credit facility which includes $56.25 million funded by certain secured lenders and $18.75 million funded by certain unsecured noteholders.

• Jurisdiction: S.D. of Texas (Judge Jones)

• Capital Structure: $50mm ABL (Wilmington Trust NA), $350mm first lien facility (Wilmington Trust NA), $121.2mm second lien facility (Wilmington Trust NA), $224.3mm ‘20 unsecured notes, $450mm ‘21 unsecured notes

• Professionals:

  • Legal: Kirkland & Ellis LLP (Edward Sassower, Ryan Blaine Bennett, Ameneh Bordi, Debbie Farmer, Emily Flynn, Michael Lemm, Benjamin Rhode) & Jackson Walker LLP (Matthew Cavenaugh, Kristhy Peguero, Jennifer Wertz, Veronica Polnick)

  • Financial Advisor: Portage Point Partners LLC

  • Investment Banker: Guggenheim Securities LLC

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

• Other Parties in Interest:

  • DIP Agent ($75mm): Wilmington Trust NA

  • Counsel to the Consenting Secured Lenders

    • Legal: Davis Polk & Wardwell LLP (Damian Schaible, Darren Klein, Stephanie Massman)

  • Counsel to Consenting Unsecured Notes

    • Legal: Milbank LLP (Gerard Uzzi, Brett Goldblatt, James Ball)

  • Large equityholders: Cyrus Capital Partners LP, Fine Capital Partners LP, William Hurt Hunt Trust Estate

New Chapter 11 Bankruptcy Filing - Centric Brands Inc. ($CTRC)

Centric Brands Inc.

May 18, 2020

New York-based Centric Brands Inc. ($CTRC)(f/k/a Differential Brands Group Inc., Joe’s Jeans Inc., and Innovo Group Inc.) and 34 affiliates (the “debtors”) filed for chapter 11 bankruptcy earlier this week after COVID-19 ripped through the economy and disrupted retail operations all over the country. You’ve likely never heard of Centric Brands Inc. (unless you happened to have a soft spot for esoteric brand stocks). But there is a very good chance that you’ve purchased one of its licensed products or one of its privately-owned brands. They’re ubiquitous. And they’re ubiquitous because the company’s reach has expanded aggressively over the years.

The company started in 1987, acquired Joe’s Jeans in 2007, acquired Hudson Brand in 2013, merged with Robert Graham in 2015, acquired SWIMS in 2016 and then acquired Global Brands Group Holding Limited in 2018 for $1.2b. The majority of the company’s $1.7b of funded debt emanates out of that last transaction. More on this in a moment.

In addition to the aforementioned private brands, the company designs, produces, merchandises, manages and markets approximately 100 brands pursuant to various licenses. These brands include AllSaints, Calvin Klein, Disney, Jessica Simpson, Kenneth Cole, Tommy Hilfiger and many more. The company sells its licensed and private-brands in one of three categories: kids, accessories, and men’s and women’s apparel. The former two grew from ‘18 to ‘19. The latter…well…not so much. All of the company’s product is made in Asia or Mexico.

For distribution, the company sells wholesale to, among others, bigbox retailers like Walmart Inc. ($WMT) and Target Inc. ($TGT), to department stores like Macy’s Inc. ($M), Kohls Corporation ($KSS) and J.C. Penney Corporation ($JCPQ), to off-price retailers like TJX Companies ($TJX) and Ross Stores ($ROST), and on Amazon Inc. ($AMZN). It also has brick-and-mortar stores for its private label brands Robert Graham (33 stores) and SWIMS (one store) as well as certain licensed brands like BCBG (46 stores), Joe’s Jeans (13), and Herve Leger (one). Finally, the company operates partner shop-in-shops for BCBG with big department stores.

Bankruptcy aficionados are familiar with the BCBG brand. BCBG filed for bankruptcy itself back in March 2017. Marquee Brands LLC later acquired the entire portfolio of brands from BCBG Max Azria Global Holdings — including BCBGMAXAZRIA, BCBGeneration and Herve Leger — for $108mm later that year. Marquee’s licensing partner? Global Brands Group Holding Limited, which, as noted above, is now part of Centric Brands. Through license agreements entered into back in July 2017, Centric has the right to manufacture and distribute certain licensed BCBG product; it also has the right to use certain intellectual property for retail and e-commerce sales.

Back in April, BCBG and the company started getting after it. BCBG was pissed because the company owed it $3mm in royalty payments. After the company continued not to pay, BCBG terminated the agreement. Now the parties have a settlement. The company is rejecting the licensing agreements, agreeing to let BCBG setoff $3mm against its pre-petition claim (which is capped at $20mm and pledged in support of the plan), and agreeing to pay ongoing royalties on the goods to be supplied to wholesale partners. Marquee Brands LLC is taking the licenses back and intends to add BCBG to its e-commerce portfolio.*

Soooooo…what happens to those brick-and-mortar locations we mentioned earlier? The debtors filed a motion already seeking to reject nonresidential real property leases effective as of the petition date. The debtors seek approval to reject seven Robert Graham leases, 42 BCBG leases and one Joe’s Jeans lease. Of those rejected leases 25 are in locations managed by Simon Property Group ($SPG). But, sure, the “A” malls are juuuuuuuust fine folks. Nothing to see here.

Well, except the capital structure. It’s so large it’s kinda hard to miss. The company has:

• $163.9mm RCF,

• $20mm ‘20 term loan bridge,

• $631.9mm ‘23 first lien term loan (HPS Investment Partners, Ares Capital Corporation)

• $719.8mm second lien term loan (GSO Capital Partners LP and Blackstone Tactical Opportunities Fund),

• $200.3mm securitization facility, and

• $28.7mm unsecured convertible notes plus $10mm modified convertible notes.

Luckily the holdings are concentrated among the above-noted funds. Accordingly, HPS, Ares and Blackstone will end up lenders in an exit first lien term loan and own the reorganized equity on the backend of this restructuring. HPS and Ares will own 30% of the equity and Blackstone will own 70% (subject to dilution). Your kids’ favorite licensed casualwear powered by private equity!**

*It is unclear what Marquee Brands LLC will do with the BCBG wholesale business. This article suggests they’ll do something and then goes on to emphasize only the e-commerce approach.

**The case will be powered by a $435mm DIP credit facility of which $275mm will be provided by the revolving lenders (and will rollup the pre-petition facility) and roll into an exit facility. The remaining $160mm will be a DIP term loan provided by Blackstone which will role into the exit first lien term loan with the first lien term lenders. The debtors will also extend its existing Securitization Facility.

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

• Capital Structure: $163.9mm RCF, $20mm ‘20 term loan bridge, $631.9mm ‘23 first lien term loan, $719.8mm second lien term loan, $200.3mm securitization facility, $28.7mm unsecured convertible notes, $10mm modified convertible notes

• Professionals:

  • Legal: Ropes & Gray LLP (Gregg Galardi, Christine Pirro Schwarzman, Daniel Egan, Emily Kehoe)

  • Financial Advisor/CRO: Alvarez & Marsal LLC (Joseph Sciametta)

  • Investment Banker: PJT Partners LP (James Baird)

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

• Other Parties in Interest:

  • Prepetition First Lien Revolver & DIP Agent ($275mm): ACF Finco I LP

    • Legal: Morgan Lewis & Bockius LLP (Julia Frost-Davies, Laura McCarthy)

  • First Lien Lenders: HPS Investment Partners, Ares Capital Corporation

    • Legal: Latham & Watkins LLP (Richard Levy, James Ktsanes)

  • Preptition Second Lien TL & DIP TL Agent ($160mm): US Bank NA

    • Legal: Nixon Peabody LLP (Catherine Ng)

  • Second Lien Lenders and DIP TL Lenders: GSO Capital Partners LP and Blackstone Tactical Opportunities Fund

    • Legal: Akin Gump Strauss Hauer & Feld LLP (Ira Dizengoff, Philip Dublin, Brad Kahn)

  • Receivables Purchase Agreement Agent

    • Legal: Mayer Brown LLP (Brian Trust)

  • Major equityholders: Cede & Co., GSO Capital Opportunities Fund III LP, GSO CST III Holdco LP, TCP Denim LLC, Tengram Capital Partners Fund II LP, Ares Capital Corporation

🚚 New Chapter 11 Filing - Comcar Industries Inc. 🚚

Comcar Industries Inc.

May 17, 2020

Florida-based Comcar Industries Inc. and 31 affiliates (the “debtors”) filed for chapter 11 bankruptcy in the District of Delaware — the latest trucking company to end up in bankruptcy court (Callback to “🚛 Dump Trucks 🚛 ,” a PETITION deep dive into the industry which included a review of Celadon Group Inc.’s chapter 11 bankruptcy filing). Comcar is a holding company with four stand-alone trucking business units ((as well as (a) logistics services, (b) supplies, parts and repairs, and (c) fleet maintenance services)). Through the bankruptcy filing, the debtors intend to effectuate a sale of all four units.

Each unit services a different part of the trucking market:

• CCC Transportation LLC (“CCC”) is a bulk bulk carrier that primarily handles construction materials;

• CT Transportation LLC (“CT”) is a flatbed carrier that specializes in construction materials;

• CTL Transportation LLC (“CTL”) is a liquid bulk chemical transporter; and

• MCT Transportation LLC (“MTL”) is a refrigerated and dry van commodities transporter.

Formed in the 1950s, the debtors grew over the years in order to provide all of these offerings. To do so, they, naturally, took on debt. Funded debt stands at $64.8mm including an ABL, a term loan, and various real estate-backed loans. Servicing the debt has been a challenge going as far back as 2014.

Trucking industry struggles have compounded matters. Per the debtors:

The trucking industry has experienced significant headwinds starting in 2019. During the first half of 2019, the $800 billion American trucking industry began to experience a recession and a reported 640 trucking companies went bankrupt. By mid-2019, the trucking freight market continued to soften. The combination of a decline in overall freight tonnage and excessive truck capacity in the market led to a significant decline in freight rates, and customers began to take bids at lower freight rates. Compared to the year immediately prior, 2019 showed a steady decline in freight rates, including spot freight rates and contractual rates.

Rates weren’t the only problem. Volumes also declined.

During 2019, truck volumes decreased for nine consecutive months and the trucking industry braced itself for a decrease in demand through the third quarter of 2020. As a result, spot and contract prices, which increased thirty percent (30%) in 2018, decreased twenty percent (20%) in 2019. The decrease in truckload linehaul rates was driven by (1) spot rates that were below contract rates by unsustainably larger margins than, (2) capacity additions and (3) stalled growth in the consumer and industrial economy.

All of this hit the the top and bottom lines. In 2019, the debtors suffered a 26% YOY revenue decrease across all units. CCC got hit the most, down 44.2%. CT got hit the least. Yet even that was down 19.7%. In total, the debtors lost $25mm in 2019 and $6mm through March 27, 2020.

Luckily, as with Celadon Group Inc. previously, there is a market for these trucks. The debtors have a buyer lined up for the CT and CTL businesses for $9mm and $8.6mm, respectively. Similarly, the debtors have a buyer for the MCT business. They would like to proceed with private sales of each of these businesses stating that “…the terms offered … are materially superior to the terms that the Debtors could hope to achieve at any auctions….” Pursuant to the proposed DIP, these sales need to be consummated by the end of July.

The debtors pre-petition ABL and Term Loan lenders (which includes an affiliate of PIMCO) have committed to funding a $15mm DIP — some of which will pay down pre-petition debt, some of which ($1.33mm) will roll-up pre-petition term loans, and the rest for liquidity to fund the cases.

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• Jurisdiction: D. of Delaware (Judge Dorsey)

  1. Capital Structure: $14mm ABL (Sterling National Bank), $25.3mm Term Loan (B2 FIE VIII LLC as lender, US Bank NA as agent), $6.2mm secured real estate loan (CenterState Bank NA), $7mm CWI Real Estate Loan (Commercial Warehousing Inc.),

  2. Professionals:

     • Legal: DLA Piper US LLP (Stuart Brown, Jamila Justine Willis, Tara Nair)

     • Independent Manager: Tobias Keller

     • Financial Advisor/CRO: FTI Consulting Inc. (Andrew Hinkelman)

     • Investment Banker: Bluejay Advisors LLC

     • Claims Agent: Donlin Recano (*click on the link above for free docket access)

  3. Other Parties in Interest:

     • Prepetition ABL Agent: Sterling National Bank

       • Legal: Greenberg Traurig LLP

     • Prepetition Term Loan Agent and DIP Agent: US Bank NA

       • Legal: Seward & Kissel LLP

     • Prepetition Term Loan Lender & DIP Lender: B2 FIE VIII LLC (Pimco)

       • Legal: Latham & Watkins LLP (Jason Bosworth)

New Chapter 11 Bankruptcy Filing - J.C. Penney Company Inc. ($JCP)

J.C. Penney Company Inc.

May 15, 2020

Let’s be clear about something right off the bat. Encino Man, Captain America and Austin Powers could all suddenly surface from being entombed in ice for decades and even THEY wouldn’t be surprised that Texas-based J.C. Penney Company Inc. (and 17 affiliates, the “debtors”) filed for chapter 11 bankruptcy.

There are a couple of ways to look at this one.

First, there’s the debtors’ way. Not one to squander a solid opportunity, the debtors dive under “COVID Cover”:

“Before the pandemic, the Company had a substantial liquidity cushion, was improving its operations, and was proactively engaging with creditors to deleverage its capital structure and extend its debt maturities to build a healthier balance sheet. Unfortunately, that progress was wiped out with the onset of COVID-19. And now, the Company is unable to maintain its upward trajectory through its “Plan for Renewal.” Moreover, following the temporary shutdown of its 846 brick-and-mortar stores, the Company is unable to responsibly pay the upcoming debt service on its over-burdened capital structure.”

The debtors note that since Jill Soltau became CEO on October 2, 2018, the debtors have been off to the races with their “Plan for Renewal” strategy. This strategy was focused on getting back to JCP’s fundamentals. It emphasized (a) offering compelling merchandise, (b) delivering an engaging experience, (c) driving traffic online and to stores (including providing buy online, pickup in store or curbside pickup — the latest in retail technology that literally everyone is doing), (d) fueling growth, and (e) developing a results-minded culture. The debtors are quick to point out that all of this smoky verbiage is leading to “meaningful progress” — something they define as “…having just achieved comparable store sales improvement in six of eight merchandise divisions in the second half of 2019 over the first half, and successfully meeting or exceeding guidance on all key financial objectives for the 2019 fiscal year.” The debtors further highlight:

The five financial objectives were: (a) Comparable stores sales were expected to be down between 7-8% (stores sales were down 7.7%); (b) adjusted comparable store sales, which excludes the impact of the Company’s exit from major appliances and in-store furniture categories were expected to be down in a range of 5-6% (adjusted comparable store sales down 5.6%); (c) cost of goods sold, as a rate of net sales was expected to decrease 150-200 basis points (decreased approximately 210 basis points over prior year, which resulted in improved gross margin); (d) adjusted EBITDA was $583 million (a 2.6% improvement over prior year); and (e) free cash flow for fiscal year 2019 was $145 million, beating the target of positive.

Not exactly the highest bar in certain respects but, sure, progress nonetheless we suppose. The debtors point out, on multiple occasions, that prior to COVID-19, its “…projections showed sufficient liquidity to maintain operations without any restructuring transaction.” Maintain being the operative word. Everyone knows the company is in the midst of a slow death.

To prolong life, the focus has been on and remains on high-margin goods (which explains the company getting out of low-margin furniture and appliances and a renewed focus on private label), reducing inventory, and developing a new look for JCP’s stores which, interestingly, appears to focus on the “experiential” element that everyone has ballyhooed over the last several years which is now, in a COVID world, somewhat tenuous.

Which gets us to the way the market has looked at this. The numbers paint an ugly picture. Total revenues went from $12.87b in fiscal year ‘18 to $12b in ‘19. Gross margin also declined from 36% to 34%. In the LTM as of 2/1/20 (pre-COVID), revenue was looking like $11.1b. Curious. But, yeah, sure COGs decreased as has SG&A. People still aren’t walking through the doors and buying sh*t though. A fact reflected by the stock price which has done nothing aside from slowly slide downward since new management onboarded:

All of this performance has also obviously called into question the debtors’ ability to grow into its capital structure:

Here’s a more detailed look at the breakdown of unsecured funded debt:

And yet, prior to COVID, the debt stack has more or less held up. Here is the chart for JCP’s ‘23 5.875% $500mm senior secured first lien notes from the date of new management’s start to today:

Here is the chart for JCP’s ‘25 8.624% $400mm second lien notes from the date of new management’s start to today:

And here is our absolute favorite: JCP’s ‘97 7.625% $500mm senior unsecured notes:

The fact that these notes were in the 20s mere months ago is mind-boggling.

We talk a lot about how bankruptcy filings are a way to tell a story. And, here, the debtors, while not trying to hide their stretched balance sheet nor the pains of brick-and-mortar department stores with a 846-store footprint, are certainly trying to spin a positive story about management and the new strategic direction — all while highlighting that there are pockets of value here. For instance, of those 846 stores, 387 of them are owned, including 110 operating on ground leases. The private brand portfolio — acquired over decades — represents 46% of total merchandise sales. The debtors also own six of their 11 distribution centers and warehouses.

With that in mind, prior to COVID, management and their advisors were trying to be proactive about the balance sheet — primarily the term loans and first lien secured notes maturing in 2023. In Q3 ‘19, the debtors engaged with their first lien noteholders, term lenders and second lien noteholders on proposals that would, among other things, address those maturities, promote liquidity, and reduce interest expense. According to the debtors, they came close. A distressed investor was poised to purchase more than $750mm of the term loans and, in connection with a new $360mm FILO facility, launch the first step of a broader process that would have kicked maturities out a few years. In exchange, the debtors would lien up unencumbered collateral (real estate). Enter COVID. The deal went up in smoke.

There’s a new “deal” in its stead. A restructuring support agreement filed along with the bankruptcy papers contemplates a new post-reorg operating company (“New JCP”) and a new REIT which will issue new common stock and new interests, respectively. Beyond that, not much is clear from the filing: the term sheet has a ton of blanks in it:

There’s clearly a lot of work to do here. There’s also the “Market Test” element which entails, among other things, running new financing processes, pursuing potential sale/leaseback transactions, and pursuing a sale of the all or part of the debtors’ assets. If the debtors don’t have a business plan by July 14 and binding commitments for third-party financing by August 15, the debtors are required to immediately cease pursuing a plan and must instead pursue a 363 of all of their assets. Said another way, if the economy continues to decline, consumer spending doesn’t recover, and credit markets tighten up, there’s a very good chance that JCP could liquidate. Remember: retail sales sunk to a record low in April. Is that peak pain? Or will things get worse as the unemployment rate takes root? Will people shop at JC Penney if they even shop at all? There are numerous challenges here.

The debtors will use cash collateral for now and later seek approval of a $900mm DIP credit facility of which $450mm will be new money (L+11.75% continues the trend of expensive retail DIPs). It matures in 180 days, giving the debtors 6 months to get this all done.

*****

A few more notes as there are definitely clear winners and losers here.

Let’s start with the losers:

1. The Malls. It’s one thing when one department store files for bankruptcy and sheds stores. It’s an entirely different story when several of them go bankrupt at the same time and shed stores. This is going to be a bloodbath. Already, the debtors have a motion on file seeking to reject 20 leases.

2. Nike Inc. ($NKE) & Adidas ($ADDYY). Perhaps they’re covered by 503(b)(9) status or maybe they can slickster their way into critical vendor status (all for which the debtors seek $15.1mm on an interim basis and $49.6mm on a final basis). Regardless, showing up among the top creditors in both the Stage Stores Inc. bankruptcy and now the J.C. Penney bankruptcy makes for a horrible week.

3. The Geniuses Who Invested in JCP Debt that Matures in 2097. As CNBC’s Michael Santoli noted, “This JC Penney issue fell only 77 years short of maturing money-good.”

4. Bill Ackman & Ron Johnson. This.

And here are the winners:

1. The New York Times. Imperfect as it may be, their digitalization efforts allow us all to read and marvel about the life of James Cash Penney, a name that so befitting of a Quentin Tarantino movie that you can easily imagine JC chillin with Jack Dalton on some crazy Hollywood adventure. We read it with sadness as he boasts of the Golden Rule and profit-sharing. Profits alone would be nice, let alone sharing.

2. Kirkland & Ellis LLP. Seriously. These guys are smoking it and have just OWNED retail. In the past eight days alone the firm has filed Stage Stores Inc., Neiman Marcus Group LTD LLC and now JCP. It’s a department store hat trick. Zoom out from retail and add in Ultra Petroleum Corp. and Intelsat SA and these folks are lucky they’re working from home. They can’t afford to waste any billable minutes on a commute at this point.

3. Management. They’re getting what they paid for AND, consequently, they’re getting paid. No doubt Kirkland marched in there months ago and pitched/promised management that they’d secure lucrative pay packages for them if hired and … BOOM! $7.5mm to four members of management!

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• Jurisdiction: S.D. of Texas (Judge Jones)

• Capital Structure: See above.

• Professionals:

  • Legal: Kirkland & Ellis LLP (Joshua Sussberg, Christopher Marcus, Aparna Yenamandra, Rebecca Blake Chaikin, Allyson Smith Weinhouse, Jake William Gordon) & Jackson Walker LLP (Matthew Cavenaugh, Jennifer Wertz, Kristhy Peguero, Veronica Polnick)

  • OpCo (JC Penney Corporation Inc.) Independent Directors: Alan Carr, Steven Panagos

    • Legal: Katten Muchin Rosenman LLP (Steven Reisman)

  • PropCo (JCP Real Estate Holdings LLC & JC Penney Properties LLC) Independent Directors: William Transier, Heather Summerfield

    • Legal: Quinn Emanuel Urquhart & Sullivan LLP

  • Financial Advisor: AlixPartners LLP (James Mesterharm, Deb Reiger-Paganis)

  • Investment Banker: Lazard Freres & Co. LLC (David Kurtz, Christian Tempke, Michael Weitz)

  • Store Closing Consultant: Gordon Brothers Retail Partners LLC

  • Real Estate Consultants: B. Riley Real Estate LLC & Cushman & Wakefield US Inc.

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

• Other Parties in Interest:

  • DIP Agent: GLAS USA LLC

    • Legal: Arnold & Porter Kaye Scholer

  • RCF Agent: Wells Fargo Bank NA

    • Legal: Otterbourg PC & Bracewell LLP (William Wood)

    • Financial Advisor: M-III Partners (Mo Meghli)

  • TL Agent: JPMorgan Chase Bank NA

  • Indenture Trustee: Wilmington Trust NA

  • Ad Hoc Group of Certain Term Loan Lenders & First Lien Noteholders & DIP Lenders (H/2 Capital Partners, Ares Capital Management, Silver Point Capital, KKR, Whitebox Advisors, Sculptor Capital Management, Brigade Capital Management, Apollo, Owl Creek Asset Management LP, Sixth Street Partners)

    • Legal: Milbank LLP (Dennis Dunne, Andrew Leblanc, Thomas Kreller, Brian Kinney) & Porter Hedges LLP

    • Financial Advisor: Houlihan Lokey (Saul Burian)

  • Second Lien Noteholders (GoldenTree Asset Management, Carlson, Contrarian Capital Management LLC, Littlejohn & Co.)

    • Legal: Stroock & Stroock & Lavan LLP (Kris Hansen) & Haynes and Boone LLP (Kelli Norfleet, Charles Beckham)

    • Financial Advisor: Evercore Group LLC (Roopesh Shah)

  • Large equityholder: BlackRock Inc. (13.85%)

🥾New Chapter 11 Bankruptcy Filing - Stage Stores Inc. ($SSI) 🥾

Stage Stores Inc.

April 10, 2020

Houston-based Stage Stores Inc. ($SSI) marks the second department store chain to file for chapter 11 bankruptcy in Texas this week, following on the heals of Neiman Marcus. With John Varvatos and J.Crew also filing this week, the retail sector is clearly starting to buckle. All of these names — with maybe the exception of Varvatos — were potentially headed towards chapter 11 pre-COVID. As were J.C. Penney Corp. ($JCP) and GNC Holdings Inc. ($GNC), both of which may be debtors by the end of this week. Sh*t is getting real for retail.

We first wrote about Stage Stores in November ‘18, highlighting dismal department store performance but a seemingly successful experiment converting 8 department stores to off-price. At the time, its off-price business had a 9.9% comp sales increase. Moreover, the company partnered with ThredUp, embracing the secondhand apparel trend. While we have no way of knowing whether this drove any revenue, it, in combination with the conversions, showed that management was thinking outside the box to reverse disturbing retail trends.

By March ‘19, the company was on record with plans to close between 40-60 department stores. In August ‘19, it became public knowledge that Berkeley Research Group was working with the company. The company reported Q2 ‘19 results that — the hiring of a restructuring advisor with a lot of experience with liquidating retailers, aside — actually showed some promise. We wrote:

Thursday was a big day for the company. One one hand, some big mouths leaked to The Wall Street Journal that the company retained Berkeley Research Group to advise on department store operations. That’s certainly not a great sign though it may be a positive that the company is seeking assistance sooner rather than later. On the other hand, the company reported Q2 ‘19 results that were, to some degree, somewhat surprising to the upside. Net sales declined merely $1mm YOY and comp sales were 1.8%, a rare increase that stems the barrage of consecutive quarters of negative turns. Off-price conversions powered 1.5% of the increase. The company reported positive trends in comps, transaction count, average transaction value, private label credit card growth, and SG&A. On the flip side, COGs increased meaningfully, adjusted EBITDA declined $2.1mm YOY and interest expense is on the rise. The company has $324mm of debt. Cash stands at $25mm with $66mm in ABL availability. The company’s net loss was $24mm compared to $17mm last year.

Some of the reported loss is attributable to offensive moves. The company’s inventory increased 5% as the company seeks to avoid peak shipping expense and get out ahead of tariff risk (PETITION Note: see a theme emerging here, folks?). There are also costs associated with location closures: the company will shed 46 more stores.

What’s next? Well, the company raised EBITDA guidance for fiscal ‘19: management is clearly confident that the off-price conversion will continue to drive improvements. No analysts were on the earnings call to challenge the company. Restructuring advisors will surely want to pay attention to see whether management’s optimism is well-placed.

As we wrote in February ‘20, subsequent results showed that “management’s optimism was, in fact, misplaced.” Now, three months later, the company is in court.

We should take a second to note that this is a potential sale case. The first day papers, therefore, are meant to paint a picture that will draw interest from potential buyers. And so it’s all about the successful conversion of stores. Indeed, the company asserts that its transformation WAS, in fact, taking hold as it moved beyond the initial small batch of store conversions to a more wholesale approach to off-price. By September 2019, 82 store transitions had been completed. And, to date, 233 department stores have been converted to the Gordmans off-price model (PETITION Note: the company acquired Gordmans out of bankruptcy. The company also deigns to suggest that the stock price increase from under a dollar in January ‘19 to $9.50 in early ‘20 is indicative of the market’s support of the off-price conversion and the potential for success post-conversion — as if stock prices mean sh*t in this interest rate environment.). The company now has 289 off-price stores in total (including the Gordmans acquisition) and 437 department stores.

Enter COVID-19 here. No operations = no liquidity. The company’s conversion plan stopped in its tracks. Like every other retailer in the US, the company stopped paying rent and furloughed thousands of employees. “Combined with zero revenue and uncertainty associated with consumer demand in the coming months, Stage Stores, like so many others, is in the middle of a perfect storm.”

The company’s plan in bankruptcy appears to be to leave open any and all optionality. One one hand, it will liquidate inventory, wind-down operations and close stores. On the other hand, it will pursue a sale process, managing inventory in such a way “…to increase the likelihood of a going-concern transaction and, to the extent one materializes … pivot to cease store closings at any stores needed to implement the going-concern transaction.” To aid this plan, the company will seek court latitude as it relates to post-petition rent. These savings, coupled with cash collateral, will avail the company of liquidity needed to finance this dual-path approach (PETITION Note: the company suggests that, if needed, the company will explore a DIP credit facility at a later time).

We should note that Wells Fargo Bank NA ($WFC) is the company’s lender and has permitted the use of over $10mm for cash collateral. We previously wrote:

Wells Fargo Bank NA ($WFC) is the company’s administrative agent and primary lender under the company’s asset-based credit facility. Prior to Destination Maternity’s ($DEST) chapter 11 filing, Wells Fargo tightened the screws, instituting reserves against credit availability to de-risk its position. It stands to reason that it is doing the same thing here given the company’s sub-optimal performance and failure to meet projections. Said another way, WFC has had it with retail. Unlike oil and gas lending, there are no pressures here to play ball in the name of “relationship banking” when, at the end of the day, so many of these “relationships” are getting wiped from the earth.

Looks like they’re at least providing a little bit of leash here to give the company at least some chance of locating a White Knight that will provide value above and beyond liquidation value (however you calculate that these days)* and keep this thing alive. Which is to say that none of this is likely to give much solace to the staggering $173mm worth of unsecured trade debt here. 😬

Not that the unsecureds should be the only concerned parties here. With first day relief totaling over $2mm, employee wage obligations running potentially as high as $8mm, and high-priced professionals, this thing could very well be administratively insolvent from the get-go.

*Perhaps news coming out of T.J. Maxx (TJX) will help spark interest from a buyer. There are also some potentially valuable NOLs here.

• Jurisdiction: S.D. of Texas (Judge Jones)

• Capital Structure: $178.6mm RCF (Wells Fargo Bank NA), $47.4mm Term Loan (Wells Fargo Bank, Pathlight Capital LLC)

• Professionals:

  • Legal: Kirkland & Ellis LLP (Joshua Sussberg, Neil Herman, Joshua Altman, Kevin McClelland, Jeremy Fielding) & Jackson Walker LLP (Matthew Cavenaugh, Jennifer Wertz, Kristhy Peguero, Veronica Polnick)

  • CRO: Elaine Crowley

  • Financial Advisor: Berkeley Research Group LLC (Stephen Coulombe)

  • Investment Banker: PJ Solomon LP (Mark Hootnick)

  • Real Estate Advisor: A&G Realty Partners

  • Liquidation Consultant: Gordon Brothers Retail Partners LLC

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

• Other Parties in Interest:

  • RCF Agent: Wells Fargo Bank NA

    • Legal: Riemer & Braunstein LLP (Jaime Koff, Brendan Recupero, Paul Bekkar, Steven Fox) & Winstead PC (Sean Davis, Matthew Bourda)

  • Term Agent: Wells Fargo Bank NA

    • Legal: Choate Hall & Stewart LLP (Kevin Simard, Mark Silva) & Winstead PC (Sean Davis, Matthew Bourda)

  • Large equityholder: Axar Capital Management LP

🍣 New Chapter 11 Bankruptcy Filing - Sustainable Restaurant Holdings Inc. 🍣

Sustainable Restaurant Holdings Inc.

May 12, 2020

Portland-based Sustainable Restaurant Holdings Inc., the holding company behind ten environmentally-friendly restaurants under the Bamboo Sushi and Quickfish brands, filed for bankruptcy in the District of Delaware. The company is owned by Kristofor Lofgren (42.1%) and supported by the Bain Capital Double Impact Fund LP (35.4%).

The company suffered, predictably, once COVID-19 struck and changed the business dynamic for restaurants all over the country. An attempted shift to take-out delivery wasn’t enough to drive revenue and shore up liquidity. The company makes no mention of any attempt to secure PPP funds pursuant to the CARES Act but, presumably, it wouldn’t have been eligible due to its connection to Bain. Bain, however, is stepping up to fund a $375k DIP that will fund the chapter 11 bankruptcy cases and hopefully buy the debtors time to locate a potential buyer of their assets.

• Jurisdiction: D. of Delaware (Judge )

• Capital Structure: ~$1.5mm unsecured note

• Professionals:

  • Legal: Klehr Harrison Harvey Branzburg LLP (Domenic Pacitti)

  • Independent Director: Pamela Corrie

  • Financial Advisor: Getzler Henrich & Associates LLC (David Campbell)

  • Investment Banker: SSG Capital Advisors LLC

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

• Other Parties in Interest:

  • Major Equityholder & DIP Lender ($375k): Bain Capital Double Impact Fund LP

New Chapter 11 Bankruptcy Filing - Neiman Marcus Group LTD LLC

Neiman Marcus Group LTD LLC

May 7, 2020

Dallas-based Neiman Marcus Group LTD LLC, Bergdorf Goodman Inc. and 22 other debtors filed for chapter 11 bankruptcy in the Southern District of Texas late this week. If anyone is seeking an explanation as to why that may be outside the obvious pandemic-related narrative, look no farther than this monstrosity:

A quick reality check: that $5b capital structure isn’t attached to an international enterprise with hundreds or thousands of stores. You know, like Forever21. Rather, that horror show backs a 68 store business (43 Neiman Marcus, 2 Bergdorf, 22 Last Call). Ah….gotta love the good ol’ $5b leveraged buyout.

This case is all about “BIG.”

Big capital structure stemming from a big LBO by two big PE funds, Ares Capital Management and CPP Investment Board USRE Inc.

Big brands with big price tags. PETITION Note: top unsecured creditors include Chanel Inc., Gucci America, Dolce and Gabbana USA Inc., Stuart Weitzman Inc., Theory LLC, Christian Louboutin, Yves Saint Laurent America Inc., Burberry USA, and more. There is also a big amount allocated towards critical vendors: $42.5mm. Nobody messes with Gucci, folks. Here’s a live shot of a representative walking out of court confident that they’ll get their money:

Big fees. More on this below.

Big, complicated — and controversial — multi-year re-designation and asset stripping transactions that were part of the debtors’ (and now non-debtors’) elaborate strategy to restructure out-of-court by kicking the can down the road. This is undoubtedly going to stir a big fight in the case. More on this below too.

Big value destruction.

Here is what will happen to the pre-petition capital structure under the proposed term sheet and restructuring support agreement filed along with the chapter 11 papers — a deal that has the support of 78% of the term lenders, 78% of the debentures, 99% of the second lien notes, 70% of the third lien notes, and 100% of the private equity sponsors:

The Asset-Based Revolving Credit Facility and FILO Facility will get out at par. There’ll be a $750mm exit facility. Beyond that? All that red constitutes heaps and heaps of value that’s now essentially an option. It’s a bet that there is a place in the future for brick-and-mortar luxury department stores. Pursuant to the deal, the “Extended Term Loans” will get the lion’s share of equity (87.5%, subject to dilution). The rest of the capital structure will get small slivers of reorganized equity. General unsecured creditors will get “their pro rata share of a cash pool.” The private equity sponsors will get wiped out but for their hoped-for liability releases.

Back to those big fees. The biggest issue for this week was the debtors’ proposed $675mm new money DIP credit facility (that comes in junior to the existing ABL in priority…in other words, no roll-up here). The DIP is essentially 13% paper chock full of fees (including a backstop fee payable in “NewCo equity” at 30% discount to plan value). One disgruntled party, Mudrick Capital Management, a holder of $144mm of the term loan, appears to have beef with Pimco and other DIP backstop parties — saying that the backstop agreement is inappropriate and the DIP fees are outrageous, likening the fee grab to a COVID hoarding mentality — and therefore felt compelled to cross-examine the debtors’ banker as to the reasonableness of it all. If you’ve ever imagined a kid suing other kids for not picking him for their dodgeball team, it would look something like this did.

And so Lazard’s testimony basically boiled down to this:

“Uh, yeah, dude, nobody knows when the economy will fully open up. The company only has $100mm of cash on the petition date. And IT’S NOT OPERATING. That money is enough for maybe 3 weeks of cash burn given that the debtors intend to continue paying rent (unlike most other retailers that have filed for bankruptcy lately). Damn pesky high-end landlords. Anyway, so we’ll burn approximately $300mm between now and when stores are projected to reopen in July/August. No operating cash flow + meaningful cash burn = risky AF lending environment. It’s unprecedented to lend into a situation with a cash burn that, while it pales in comparison to something like Uber, is pretty damn extreme. Look at the J.Crew DIP: it ain’t exactly cheap to lend in this market. There are no unencumbered assets; there certainly isn’t a way to get junior financing. And a priming fight makes no sense here given the impossibility of showing an equity cushion. So stop being an entitled little brat. There’s no obligation on anyone to cut you into the deal. And if you’re going to cry over spilled milk, take up your beef with Pimco and f*ck right off. Alternatively, you can subscribe to your pro rata portion of the DIP and enjoy all of the fees other than the backstop fee.”

The Judge was convinced that the above rationale constituted good business judgment and approved the DIP on an interim basis.

The hearing also foreshadowed another contentious issue in the case: the myTheresa situation. See, the Debtors’ position is the following: “The ‘17 MyTheresa designation as unrestricted subs + the ‘18 distribution of the myTheresa operating companies to non-debtor Neiman Marcus Group Inc. (a/k/a the “asset stripping” transaction) + a ‘19 wholesale amend-and-extend + cost-saving initiatives + comparable same store sales growth for 7 of 10 quarters + “significantly expanded margins” during the holiday period = rocket ship future growth but for the damn pandemic. On the flip side, Marble Ridge Capital LP takes the position that:

…the Debtors’ financial troubles were entirely foreseeable well before recent events. The Company has operated at leverage multiples more than twice its peers since at least 2018 (prior to the fraudulent transfers described herein). And last year’s debt restructuring increased the Company’s already unsustainable annual interest expense by more than $100 million while only reducing the Company’s debt load by $250 million leaving a fraction of adjusted EBITDA for any capital expenditures, principal repayment, taxes or one-time charges. Sadly, the Debtors’ financial distress will come as no surprise to anyone.

This ain’t gonna be pretty. Marble Ridge has already had one suit for fraudulent transfer dismissed with prejudice at the pleading stage. Now there are defamation and other claims AGAINST Marble Ridge outstanding. And subsequent suits in the NY Supreme Court. Have no fear, though, folks. There are independent managers in the mix now to perform an “independent” investigation into these transactions.

The debtors intend to have a plan on file by early June with confirmation in September. Until then, pop your popcorn folks. You can socially distance AND watch these fireworks.

• Jurisdiction: S.D. of Texas (Judge Jones)

• Capital Structure: See above.

• Professionals:

  • Legal: Kirkland & Ellis LLP (Anup Sathy, Chad Husnick, Matthew Fagen, Austin Klar, Gregory Hesse, Dan Latona, Gavin Campbell, Gary Kavarsky, Mark McKane, Jeffrey Goldfine, Josh Greenblatt, Maya Ben Meir) & Jackson Walker LLP (Matthew Cavenaugh, Jennifer Wertz, Kristhy Peguero, Veronica Polnick)

  • Independent Managers of NMG LTD LLC: Marc Beilinson, Scott Vogel

    • Legal: Willkie Farr & Gallagher LLP (Brian Lennon, Todd Cosenza, Jennifer Hardy, Joseph Davis, Alexander Cheney)

    • Financial Advisor: Alvarez & Marsal LLC (Dennis Stogsdill)

  • Independent Manager of Mariposa Intermediate Holdings LLC: Anthony Horton

    • Legal: Katten Muchin Rosenman LLP

  • Neiman Marcus Inc.

    • Legal: Latham & Watkins LLP (Jeffrey Bjork)

  • Financial Advisor/CRO: Berkeley Research Group LLC (Mark Weinstein, Kyle Richter, Marissa Light)

  • Investment Banker: Lazard Freres & Co. LLC (Tyler Cowan)

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

• Other Parties in Interest:

  • Pre-petition ABL Agent: Deutsche Bank AG New York Branch

    • Legal: White & Case LLP (Scott Greissman, Andrew Zatz, Rashida Adams) & Gray Reed & McGraw LLP (Jason Brookner, Paul Moak, Lydia Webb)

  • FILO Agent: TPG Specialty Lending Inc.

    • Schulte Roth & Zabel LLP (Adam Harris, Abbey Walsh, G. Scott Leonard) & Jones Walker LLP (Joseph Bain)

  • Pre-petition Term Loan Agent: Credit Suisse AG Cayman Islands Branch

    • Legal: Cravath Swaine & Moore LLP (Paul Zumbro, George Zobitz, Christopher Kelly) & Haynes and Boone LLP (Charles Beckham, Martha Wyrick)

  • Second Lien Note Agent: Ankura Trust Company LLC

  • Third Lien Note Agent: Wilmington Trust NA

  • Unsecured Notes Indenture Trustee: UMB Bank NA

    • Legal: Kramer Levin Naftalis & Frankel LLP (Douglas Mannal, Rachael Ringer)

  • 2028 Debentures Agent: Wilmington Savings Fund Society FSB

  • Ad Hoc Term Loan Lender Group (Davidson Kempner Capital Management LP, Pacific Investment Management Company LLC, Sixth Street Partners LLC)

    • Legal: Wachtell Lipton Rosen & Katz (Joshua Feltman, Emil Kleinhaus) & Vinson & Elkins LLP (Harry Perrin, Kiran Vakamudi, Paul Heath, Matthew Moran, Katherine Drell Grissel)

    • Financial Advisor: Ducera Partners LLC

  • Ad Hoc Secured Noteholder Committee

    • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Andrew Rosenberg, Alice Belisle Eaton, Claudia Tobler, Diane Meyers, Neal Donnelly, Patricia Walsh, Jeffrey Recher) & Porter Hedges LLP (John Higgins, Eric English, M. Shane Johnson)

    • Financial Advisor: Houlihan Lokey Capital Inc.

  • Large Creditor: Chanel Inc.

    • Legal: Sheppard Mullin Richter & Hampton LLP (Justin Bernbrock, Michael Driscoll)

  • Large Creditor: Louis Vuitton USA Inc.

    • Legal: Barack Ferrazzano Kirschbaum & Nagelberg LLP (Nathan Rugg)

  • Large Creditor: Moncler USA Inc.

    • Legal: Morrison Cohen LLP (Joseph Moldovan, David Kozlowski)

  • Marble Ridge Capital LP & Marble Ridge Master Fund LP

    • Legal: Brown Rudnick LLP (Edward Weisfelner, Sigmund Wissner-Gross, Jessica Meyers, Uchechi Egeonuigwe)

  • Mudrick Capital Management LP

    • Legal: Gibson Dunn & Crutcher LLP (Michael Rosenthal, Mitchell Karlan, David Feldman, Keith Martorana, Jonathan Fortney)

  • Sponsor: CPP Investment Board USRE Inc.

    • Legal: Debevoise & Plimpton LLP (Jasmine Ball, Erica Weisgerber) & Pillsbury Winthrop Shaw Pittman LLP (Hugh Ray, William Hotze, Jason Sharp)

  • Sponsor: Ares Capital Management

    • Legal: Milbank LLP (Dennis Dunne, Thomas Kreller)

  • Official Committee of Unsecured Creditors

    • Legal: Pachulski Stang Ziehl & Jones LLP (Richard Pachulski) & Cole Schotz PC (Daniel Rosenberg)

    • Financial Advisor: M-III Advisory Partners LP (Mohsin Meghji)

    • Valuation Expert: The Michel-Shaked Group (Israel Shaked)

🚗 New Chapter 11 Bankruptcy Filing - Techniplas LLC 🚗

Techniplas LLC

May 6, 2020

Wisconsin-based Techniplas LLC and seven affiliates (the “debtors”), producers and manufacturers of plastic components used primarily in the automotive and transportation industries, filed for bankruptcy in the District of Delaware. “The Company produces, among other things, automotive products, such as fluid and air management components, decorative and personalization products, and structural components, as well as nonautomotive products, such as power utility and electrical components and water filtration products.” After cobbling together acquisitions over the course of the decade, the debtors’ business is now global in scale and its main customers are the leading OEMs in the US, Europe and Asia; it had net sales of $475mm and a net loss of $21mm in fiscal ‘19.

A bit more about the business. The debtors’ primary operating unit, “Techniplas Core,” acts “…as a manufacturer of technically complex, niche products across a wide range of applications and end markets, including the automotive and truck, industrial, and commercial markets.” This is roughly 83% of the business. In addition, the debtors have “Techniplas Prime,” which, aside from sounding like a Transformer that may or may not have it out for the human race, acts as a matchmaker between excess manufacturing capacity and customers in need of manufacturing. Per the debtors:

Serving as a nexus between customers, including OEMs, and other manufacturing companies, Techniplas Prime acts as an extension of Techniplas Core by delivering to customers the manufacturing capabilities of its Prime Partners. This makes Techniplas Prime asset-light and creates a “win-win” scenario for customers and Prime Partners.

Interestingly, this business segment was once dubbed “The Airbnb of Auto Manufacturing,” a moniker that makes almost zero sense and completely misunderstands the Airbnb model but, yeah sure, cheap “by-association” points, homies! Per Forbes:

[Founder George] Votis saw Techniplas Prime as an e-manufacturing platform from which customers could order parts electronically according to their own specifications, and have them built by local factories with unused capacity.

Except it’s not a platform. Like, at all. Airbnb is a digital two-sided platform that brings hosts and travelers together and seemlessly connects them. Techniplas Prime…well…

…well…page not found. Airbnb may be struggling in this COVID environment but we can assure you that you’re not EVER getting a 404 when going to their site. Platform…pssssfft. The Forbes article later contradicts itself saying:

…they focused on 3-D printing and advanced manufacturing technology companies that had spare capacity available for contract operations, for which Techniplas Prime is essentially the broker.

Right. Being a broker is different than being a platform y’all. But we digress.

The debtors have a simple capital structure consisting of a $17.59mm ABL, $175mm in 10% ‘20 notes, and a $6.77mm interim financing agreement for total funded debt around $200mm. The debtors, primarily due to this capital structure, began pursuing strategic alternatives in early 2017. Both an attempted sale process and debt refinancing failed. Thereafter, the debtors explored in 2018 a term loan refinancing of the preptition notes and/or a public equity listing in London. Those, too, failed. For this, the debtors blame a downturn in the automotive market and uncertainty from Brexit (PETITION Note: we’ve been foreshadowing that declining production capacity by the major OEMs was going to rattle through the supply chain so nobody should be surprised by this revelation).

In mid-’19, an attempted sale to a strategic buyer, private equity firm The Jordan Company, kicked off but that, despite some forward-moving progress involving a note purchase agreement and an unexercised call option for 100% of the membership interests in the debtors, ultimately fell through due to the inability to refi out the pre-petition notes. Subsequent attempts — now involving ad hoc group of noteholders and Jordan — also came close but ultimately failed due to deteriorating operating performance that pre-dated OOVID. COVID merely exacerbated things. Per the debtors:

Many customers suspended or drastically reduced production, resulting in a swift drop in demand for the Debtors’ products. Additionally, many of the locations where the Company had offices and manufacturing plants worldwide issued lockdown orders and permitted only essential business to remain open in an effort to control the outbreak and protect the health and safety of the public.

All of this was too much to handle: Jordan peaced out. Liquidity increasingly became an issue and so the debtors obtained a $6.7mm super senior priority bridge financing from the ad hoc group. Indeed, the ad hoc group is stepping up big here: in addition to providing the liquidity the debtors needed to get in chapter 11, they’ve agreed to provide a DIP ($20-25mm new money with a $100mm roll-up) and serve as stalking horse bidder — offering $105mm to purchase the debtors’ international operations and three remaining US-based manufacturing facilities. The debtors hope to close the sale within 44 days of the petition date.

• Jurisdiction: D. of Delaware (Judge Silverstein)

• Capital Structure: See above.

• Professionals:

  • Legal: White & Case LLP (David Turetsky, Andrew Zatz, Fan He, Robbie Boone Jr., John Ramirez, Sam Lawand, Thomas MacWright) & Fox Rothschild LLP (Jeffrey Schlerf, Carl Neff, Johnna Darby, Daniel Thompson)

  • Financial Advisor/CRO: FTI Consulting Inc. (Peter Smidt, Andrew Hinkelman)

  • Investment Banker: Miller Buckfire & Co. LLC (Richard Klein)

  • Claims Agent: Epiq Corporate Restructuring LLC (*click on the link above for free docket access)

• Other Parties in Interest:

  • Stalking Horse Purchaser: Techniplas Acquisition Co. LLC

  • Pre-Petition ABL & DIP ABL Agent: Bank of America NA

    • Legal: Sidley Austin LLP (Dennis Twomey, Elliot Bromagen) & Richards Layton & Finger PA (Mark Collins, Amanda Steele, David Queroli)

  • DIP Term Agent: Wilmington Savings Fund Society FSB

    • Legal: Cole Schotz PC (Daniel Geoghan, J. Kate Stickles, Patrick Reilley)

  • Indenture Trustee: US Bank NA

    • Legal: Dorsey & Whitney LLP (Eric Lopez Schnabel, Alessandra Glorioso)

  • Ad Hoc Noteholder Group ‘20 10% Senior Secured Notes

    • Legal: Arnold & Porter Kaye Scholer LLP (Jonathan Levine, Brian Lohan, Jeffrey Fuisz, Gerardo Mijares-Shafai)

🥾New Chapter 15 Bankruptcy Filing & CCAA - The Aldo Group Inc.🥾

The Aldo Group Inc.

May 7, 2020

Retail pain doesn’t respect borders. Canada-based The Aldo Group Inc. and eight (8) affiliated companies (collectively, the “Debtors”) filed petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 15 of the United States Bankruptcy Code in support of a CCAA filing in Canada.

Aldo is a shoe retailer with stores in more than 100 countries. The Group notes roughly 3,000 points of sale with 700 directly owned stores and the remainder as franchises. There are 289 stores in Canada and 429 in the US.

In terms of funded debt, the Aldo Canada has CDN$140mm outstanding. Of that amount, Aldo US is an obligor on a CDN$100mm piece. Both entities are also co-borrowers on a CDN$300mm unsecured syndicated loan. Both the Aldo Canada and Aldo US have significant outstanding amounts to trade creditors including landlords who haven’t been paid for April or May.

Operating performance has been dogsh*t long before COVID hit the scene. Per the debtors:

Over the past few years, the Aldo Corporate Group has declined in profitability and regularly reported losses. For instance, for the twelve month period ending February 1, 2020, Aldo Canada posted a net loss from operations of approximately CDN$74,800,000 and Aldo U.S. posted a net loss of approximately USD$52,800,000. Taking into consideration yearend write-offs of amounts due from subsidiaries and affiliated and write-offs of future tax benefits that were recorded as an asset, Aldo Canada posted a net loss of approximately CDN$170,300,000 and Aldo U.S. posted a net loss of approximately USD$97,300,000.

Pre-COVID, the debtors were attempting an operational restructuring designed to de-emphasize brick-and-mortar stores and prop up e-commerce, wholesale and franchise channels. You know, like, the old playbook. They were also seeking to refinance the credit facility with an ABL. The “transformation” was allegedly on track when the pandemic struck precipitating an immediate liquidity crunch. Hence, the filing.

The debtors will use the filing to evaluate its store profitability, shed leases and contracts and restructure the unsecured loans both in Canada and the US.

It seems pretty safe to say that a good number of those US stores will join the retail garbage bin much to the chagrin of landlords.

• Jurisdiction: D. of Delaware (Judge Owens)

• Capital Structure: see above.

• Professionals:

  • Legal: Hogan Lovells US LLP (Peter Ivanick, Lynn Holbert, Alex Sher, Baraka Nasari) & Morris Nichols Arsht & Tunnell LLP (Eric Schwartz, Matthew Harvey, Paige Topper)

  • Canadian Monitor: Ernst & Young Inc.

  • Investment Banker: Greenhill & Co. Canada Ltd.

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

• Other Parties in Interest:

  • Largest Unsecured Creditor: Bank of Montreal

    • Legal: Chapman and Cutler LLP (Stephen Tetro, Aaron Krieger) & Womble Bond Dickinson US LLP (Matthew Ward, Morgan Patterson)

🎸New Chapter 11 Bankruptcy Filing - John Varvatos Enterprises Inc.🎸

John Varvatos Enterprises Inc.

May 6, 2020

“The rebel spirit inherent in the brand imbues confidence in the man who wears it.”

You know what doesn’t imbue confidence? Chapter 11 bankruptcy. Alas, John Varvatos Enterprises Inc. and two affiliates (the “debtors”) filed for bankruptcy in the District of Delaware. Rock on!! 🤘

Everyone knows the John Varvatos brand. Think Led Zeppelin. Think you’re suddenly single uncle who, after two decades of marital imprisonment and anguish, suddenly discovered this technology called “online dating.” Think Bloomingdale’s. Think over-priced tailored clothing that doesn’t last more than a few months due to its shoddy “craftsmanship.” Think over-paying for a brand name. Iconic!

The debtors generally have four revenue streams: (a) their 27 brick-and-mortar locations + department store and specialty wholesale distribution; (b) e-commerce; (c) licensed product; and (d) foreign licensing in Canada and Mexico. It may have been too much. The debtors note:

…the Debtors have historically pursued many business streams at the same time, including wholesale, full price retail, outlet retail, ecommerce, international distribution and licensing. Even though the company attains healthy revenue streams, the overhead required to manage these initiatives, coupled with retail stores’ declining performance and increasing rental costs, caused the business to sustain continued losses.

But that’s not all. It turns out the debtors have had issues since 2015. It acknowledges “cost cutting measures” which, to our point above about quality, may have something to do with diminished performance. It also apparently alienated loyal customers who were turned off by the brand’s attempts to go mass consumption. Mass market does not equal rock n’ roll. Duh. Partners noticed: Nordstrom relaxed its relationship with the debtors which translated into a $4.6mm sales and $2.6mm gross profit decline from ‘18 to ‘19.

Pre-COVID, things appeared to be turning around. New management? Check! Revitalized product? Check. Reduced overhead? Check. The debtors “…experienced near double digit sales increases in its full price retail stores and through its ecommerce business as the Debtors’ new apparel collections were extremely well-received by the Debtors’ customers.” Rockin. And rollin.

Like a drunken fan who stumbles into the sound system, COVID-19 came roaring through and crashed the party. Since then, the debtors have had to rely exclusively on e-commerce. That, however, wasn’t enough considering the debtors’ extensive obligations — including $2.1mm a month on rent and at least $6.8mm owned to third-party trade creditors. By necessity, the debtors pivoted to a marketing process with the hope of securing a sale that would maximize value.

This is where a familiar friend stepped up to the plate. Lion/Hendrix Cayman Limited, the debtors’ pre-petition equityholder and pre-petition lender to the tune of $94.8mm (placed recently in February), stepped up to the plate as both DIP lender and stalking horse purchaser of the assets (PETITION Note: A quick digression. Lion/Hendrix Cayman Limited is owned by Lion Capital Fund III, the third of private equity firm Lion Capital’s four funds. That fund apparently raised 1.5b Euro and invested in 12 companies. This is the second one to file for bankruptcy in the last six months. See also Bumble Bee Parent Inc.).

The terms of the purchase include a $76mm credit bid, $19.45mm to paydown Wells Fargo Bank NA, and wind-down expenses. Lion/Hendrix will also have a deficiency claim equal to $76mm-$19.45mm that will share pro rata with general unsecured creditors but for a token $250k “minimum GUC recovery amount” (which, depending upon the monetization of any excluded sale assets, Lion/Hendrix would be on the hook to fund). The DIP commitment is for $20.5mm of which approximately $13.6mm is rollup of the secured notes.

• Jurisdiction: D. of Delaware (Judge Walrath)

• Capital Structure: $19.45mm RCF, $94.8mm secured notes (Lion/Hendrix Cayman Limited)

• Professionals:

  • Legal: Morris Nichols Arsht & Tunnell LLP (Derek Abbott, Matthew Talmo, Andrew Workman)

  • Financial Advisor: Clear Thinking Group

  • Investment Banker: MMG Advisors Inc.

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

• Other Parties in Interest:

  • Pre-petition RCF Agent: Wells Fargo Bank NA

    • Legal: Riemer & Braunstein LLP (Donald Rothman, Brendan Recupero, Paul Bekkar) & Burr & Forman LLP (J. Cory Falgowski)

  • Stalking Horse Purchaser & DIP Lender ($20.5mm): Lion/Hendrix Cayman Limited

    • Legal: Sullivan & Cromwell LLP (James Bromley, David Zylberberg) & Young Conaway Stargatt & Taylor LLP (Pauline Morgan, Sean Greecher)

💪 New Chapter 11 Bankruptcy Filing - GGI Holdings LLC (Gold's Gym) 💪

GGI Holdings LLC

May 4, 2020

As many talking heads pontificate about whether J.Crew is the canary in the coal mine for post-COVID retail, we have our first fitness-related chapter 11 bankruptcy filing. Is Gold’s Gym the canary in the coal mine for post-COVID gym-based fitness? GGI Holdings LLC and 14 affiliates (the “debtors”) are “…seeking relief under the provisions of chapter 11 of the Bankruptcy Code to facilitate the closing of certain locations, the rejection of the related leases and contracts and the sale of the remaining business operations on the terms proposed by [non-debtor holding company] TRT Gym Asset Holdings, LLC and its assigns through a confirmed chapter 11 plan.” After recently (permanently) closing 30 locations, the debtors have ~700 remaining locations of which 63 are company-owned and operated. They are owned by TRT Holdings, a Texas-based private holding company that, in addition to Gold’s Gym, owns Omni Hotels. In turn, TRT Holdings is owned and run by Robert Rowling, an American billionaire who made his fortune by working for his father’s oil and gas company — a company that sold to Texaco in the late 80s for hundreds of millions of dollars. If only we could be so lucky.

This is as pure a COVID-19 story as we’ve seen yet. All of the debtors company-owned gyms are closed and a majority of its franchised gyms are too = no revenues and no franchising fees, respectively. The filing is meant to jam those 32 landlords who wouldn’t play ball by way of rent abatements/concessions. The debtors’ pre-petition lenders — big banks like JPMorgan Chase Bank NA, Bank of America NA, and Wells Fargo Bank NA — were unwilling to fund a DIP. The debtors’ pre-petition owner, however, wants to stay in the mix; TRT is offering a $20mm DIP and intends to purchase the company out of bankruptcy. The debtors indicate that they think TRT’s bid will satisfy the big banks, take care of admin expenses, cure defaults under leases the debtors intend to keep and “establish a settlement fund” for general unsecured creditors. The DIP requires a plan on file by mid-May and confirmation by August 1. The timing is predicated upon being ready to open up shop when COVID-exhausted Americans are just about ready to stream themselves back into fourth-tier gyms and take out their longing for “Freedom” on a deep stack of rusty weights. Get pumped b*tches.

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

• Capital Structure: $51.3mm RCF

• Professionals:

  • Legal: Dykema Gossett PLLC (Danielle Rushing, Aaron Kaufman, Ariel Snyder)

  • Financial Advisor:

  • Investment Banker:

  • Claims Agent: BMC Group (*click on the link above for free docket access)

• Other Parties in Interest:

👕 New Chapter 11 Bankruptcy Filing - Chinos Holdings Inc. (J.Crew) 👕

Chinos Holdings Inc. (J.Crew)

May 4, 2020

If you’re looking for a snapshot of the pre-trade war and pre-COVID US economy look no farther than J.Crew’s list of top 30 unsecured creditors attached to its chapter 11 bankruptcy petition. On the one hand there is the LONG list of sourcers, manufacturers and other middlemen who form the crux of J.Crew’s sh*tty product line: this includes, among others, 12 Hong Kong-based, three India-based, three South Korea-based, two Taiwan-based, and two Vietnam-based companies. In total, 87% of their product is sourced in Asia (45% from mainland China and 16% from Vietnam). On the other hand, there are the US-based companies. There’s Deloitte Consulting — owed a vicious $22.7mm — the poster child here for the services-dependent US economy. There’s the United Parcel Services Inc. ($UPS)…okay, whatever. You’ve gotta ship product. We get that. And then there’s Wilmington Savings Fund Society FSB, as the debtors’ pre-petition term loan agent, and Eaton Vance Management as a debtholder and litigant. Because nothing says the US-of-f*cking-A like debt and debtholder driven litigation. ‘Merica! F*ck Yeah!!

Chinos Holdings Inc. (aka J.Crew) and seventeen affiliated debtors (the “debtors”) filed for bankruptcy early Monday morning with a prearranged deal that is dramatically different from the deal the debtors (and especially the lenders) thought they had at the tail end of 2019. That’s right: while the debtors have obviously had fundamental issues for years, it was on the brink of a transaction that would have kept it out of court. Call it “The Petsmart Effect.” (PETITION Note: long story but after some savage asset-stripping the Chewy IPO basically dug out Petsmart from underneath its massive debt load; J.Crew’s ‘19 deal intended to do the same by separating out the various businesses from the Chino’s holding company and using Madewell IPO proceeds to fund payments to lenders).

Here is the debtors’ capital structure. It is key to understanding what (i) the 2019 deal was supposed to accomplish and (ii) the ownership of J.Crew will look like going forward:

Late last year, the debtors and their lenders entered into a Transaction Support Agreement (“TSA”) with certain pre-petition lenders and their equity sponsors, TPG Capital LP and Leonard Green & Partners LP, that would have (a) swapped the $1.33b of term loans for $420mm of new term loans + cash and (b) left general unsecured creditors unimpaired (100% recovery of amounts owed). As noted above, the cash needed to make (a) and (b) happen would have come from a much-ballyhooed IPO of Madewell Inc.

Then COVID-19 happened.

Suffice it to say, IPO’ing a brick-and-mortar based retailer — even if there were any kind of IPO window — is a tall order when there’s, like, a pandemic shutting down all brick-and-mortar business. Indeed, the debtors indicate that they expect a $900mm revenue decline due to COVID. That’s the equivalent of taking Madewell — which earned $602m of revenue in ‘19 after $614mm in ‘18 — and blowing it to smithereens. Only then to go back and blow up the remnants a second time for good measure.* Source of funds exit stage left!

Fun facts. In fiscal 2019, Chino's revenues were:

👕J.Crew - $1.7b (67.2%)
👖Madewell - $602m (23.7%)
🏷Wholesale - $230m (9.1%)

Remember: Madewell is the crown jewel here. According to its S-1, it had $614m of revenue in fiscal '18. Its growth was declining pre-COVID.😬 pic.twitter.com/5jpNnJ5zoR

— 💥PETITION💥 (@petition) May 4, 2020

The post-COVID deal is obviously much different. The term lenders aren’t getting a paydown from Madewell proceeds any longer; rather, they are effectively getting Madewell itself by converting their term loan claims and secured note claims into approximately 82% of the reorganized equity. Some other highlights:

• Those term loan holders who are members of the Ad Hoc Committee will backstop a $400mm DIP credit facility (50% minimum commitment) that will convert into $400mm of new term loans post-effective date. The entire plan is premised upon a $1.75b enterprise value which is…uh…interesting. Is it modest considering it represents a $1b haircut off the original take-private enterprise value nine years ago? Or is it ambitious considering the company’s obvious struggles, its limited brand equity, the recession, brick-and-mortar’s continued decline, Madewell’s deceleration, and so forth and so on? Time will tell.

• Syndication of the DIP will be available to holders of term loans and IPCo Notes (more on these below), provided, however, that they are accredited institutional investors.

• The extra juice for putting in for a DIP allocation is that, again, they convert to new term loans and, for their trouble, lenders of the new term loans will get 15% additional reorganized equity plus warrants. So an institution that’s in it to win it and has a full-on crush for Madewell (and the ghost of JCrew-past) will get a substantial chunk of the post-reorg equity (subject to dilution).

Query whether, if asked a mere six months ago, they were interested in owning this enterprise, the term lenders would’ve said ‘yes.’ Call us crazy but we suspect not. 😎

General unsecured creditors’ new deal ain’t so hot in comparison either. They went from being unimpaired to getting a $50mm pool with a 50% cap on claims. That is to say, maybe…maybe…they’ll get 50 cents on the dollar.

That is, unless they’re one of the debtors’ 140 landlords owed, in the aggregate, approximately $23mm in monthly lease obligations.** The debtors propose to treat them differently from other unsecured creditors and give them a “death trap” option: if they accept the TSA’s terms and get access to a $3mm pool or reject and get only $1mm with a 50% cap on claims. We can’t imagine this will sit well. We imagine that the debtors choice of venue selection has something to do with this proposed course of action. 🤔

We’re not going to get into the asset stripping transaction at the heart of the IPCo Note issuance. This has been widely-covered (and litigated) but we suspect it may get a new breath of life here (only to be squashed again, more likely than not). In anticipation thereof, the debtors have appointed special committees to investigate the validity of any claims related to the transaction. They may want to take up any dividends to their sponsors while they’re at it.

Both Neiman and J. Crew are PE-backed and who each tried cute maneuvers with creditor collateral in order to kick the can but were not able to forestall the inevitable ch 11s. https://t.co/9PV6KxgS4A

— Sujeet Indap (@sindap) May 4, 2020

Both might have succeeded with said maneuvers if it weren’t for the pandemic.

— Miriam Gottfried (@miriamgottfried) May 4, 2020

The debtors hope to have this deal wrapped up in a bow within 130 days. We cannot even imagine what the retail landscape will look like that far from now but, suffice it to say, the ratings agencies aren’t exactly painting a calming picture.

.@jcrew's bankruptcy filing lifts the retail loan default rate to 9%, from 7%. "@fitchratings forecasts the loan retail default rate to reach 19% by year end 2020, far exceeding the overall 5%-6% rate."

— Kelsey Butler (@itskelseybutler) May 4, 2020

Per Moody's, distressed retail and apparel names with a Caa1 rating or lower hit 23 as of 4/24, up from 17 in mid-March. "The number will only grow in coming months."

— 💥PETITION💥 (@petition) May 3, 2020

*****

*Curiously, there are some discrepancies here in the numbers. In the first day papers, the debtors indicate that 2018 revenue for Madewell was $529.2mm. With $602mm in ‘19 revenue, one certainly walks away with the picture that Madewell is a source of growth (13.8%) while the J.Crew side of the business continues to decline (-4%). This graph is included in the First Day Declaration:

Source: First Day Declaration

The Madewell S-1, however, indicates that 2018 revenue was $614mm.

With $268mm of the ‘18 revenue coming in the first half, this would imply that second half ‘18 revenue was $346mm. With ‘19 revenue coming in at $602mm and $333mm attributable to 1H, this would indicate that the business is declining rather than growing. In the second half, in particular, revenue for fiscal ‘19 was $269mm, a precipitous dropoff from $333mm in ‘18. Even if you take the full year fiscal year ‘18 numbers from the first day declaration (529.2 - 268) you get $261mm of second half growth in ‘18 compared to the $269mm in ‘19. While this would reflect some growth, it doesn’t exactly move the needle. This is cause for concern.

**To make matters worse for landlords, the debtors are also seeking authority to shirk post-petition rent obligations for 60 days while they evaluate whether to shed their leases. We get that the debtors were nearing a deal that COVID threw into flux, but this bit is puzzling: “Beginning in early April 2020, after several weeks of government mandated store closures and uncertainty as to the duration and resulting impact of the pandemic, the Debtors began to evaluate their lease portfolio to, among other things, quantify and realize the potential for lease savings.” Beginning in early April!?!?

---

• Jurisdiction: E.D. of Virginia (Judge )

• Capital Structure: $311mm ABL (Bank of America NA), $1.34b ‘21 term loan (Wilmington Savings Fund Society FSB), $347.6 IPCo Notes (U.S. Bank NA)

• Professionals:

  • Legal: Weil Gotshal & Manges LLP (Ray Schrock, Ryan Preston Dahl, Candace Arthur, Daniel Gwen) & Hunton Andrews Kurth LLP (Tyler Brown, Henry P Long III, Nathan Kramer)

  • JCrew Opco Special Committee: D.J. (Jan) Baker, Chat Leat, Richard Feintuch, Seth Farbman

  • Financial Advisor: AlixPartners LLP

  • Investment Banker: Lazard Freres & Co.

  • Real Estate Advisor: Hilco Real Estate LLC

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

• Other Parties in Interest:

  • Pre-petition ABL Agent: Bank of America NA

    • Legal: Choate Hall & Stewart LLP (Kevin Simard, G. Mark Edgarton) & McGuireWoods LLP (Douglas Foley, Sarah Boehm)

  • Pre-petition Term Loan & DIP Agent ($400mm): Wilmington Savings Fund Society FSB

    • Legal: Seward & Kissel LLP

  • Ad Hoc Committee

    • Legal: Milbank LLP (Dennis Dunne, Samuel Khalil, Andrew LeBlanc, Matthew Brod) & Tavenner & Beran PLC (Lynn Tavenner, Paula Beran, David Tabakin)

    • Financial Advisor: PJT Partners Inc.

  • Large common and Series B preferred stock holders: TPG Capital LP (55% and 66.2%) & Leonard Green & Partners LP (20.7% and 24.8%)

    • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Paul Basta, Jacob Adlerstein, Eugene Park, Irene Blumberg) & Whiteford Taylor & Preston LLP (Christopher Jones, Vernon Inge Jr., Corey Booker)

  • Large Series A preferred stock holders: Anchorage Capital Group LLC (25.6%), GSO Capital Partners LP (26.1%), Goldman Sachs & Co. LLC (15.5%)

✈️ New Chapter 11 Bankruptcy Filing - Superior Air Charter LLC (d/b/a JetSuite Air) ✈️

Superior Air Charter LLC

April 28, 2020

Dallas-based Superior Air Charter LLC d/b/a JetSuite Air, a charter air carrier to BSDs who roll as BSDs tend to roll, filed for chapter 11 bankruptcy in the District of Delaware. Ironically, while it serviced ballers, the debtor was never a baller itself. Founded in 2009, the debtor, despite a history of over 111,000 across a fleet of eighteen planes (down to ten today*), a “nearly” impeccable safety record (🤔), and a good reputation, was “never able to operate profitably.” Demand simply never hit a level where the business could break even, a problem aggravated by the debtor’s inability to penetrate the fat-cat bankers on the East Coast — something the debtor blames on the “unreliability” of acquired aircraft. 😬

Enter COVID-19. Similar to many of the bankruptcy filings we’ve seen to date, the worldwide pandemic and corresponding shutdown proved to be the gentle push of an otherwise teetering business over the goal line into bankruptcy. Per the debtor:

Thus, the Debtor could ill afford the economic destruction that the worldwide Coronavirus (COVID-19) pandemic would come to cause across a spectrum of industries. In short, it decimated the Debtor’s operations, with potential customers no longer able or willing to seek out the Debtor’s services. Indeed, the aviation industry has been particularly hard hit in light of travel restrictions put in place across all of the states that the Debtor has traditionally served. The Debtor’s cash flows dropped by essentially 100% almost immediately after the restrictions went into place. Because the duration of the COVID-19 crisis is indeterminate, the Debtor expects demand to remain very weak for many months to come. These conditions naturally exacerbated the Debtor’s liquidity issues, and by mid-April 2020, it became apparent the Debtor had little choice but to ground its fleet and furlough most employees and crewmembers.

The debtor has no funded secured debt and approximately $16mm of unsecured debt in the form of promissory notes; it estimates approximately $75mm of general unsecured debt exclusive of breakage costs associated with rejected contracts/leases. A good percentage of that general unsecured debt relates to “suitekey customers” who purchased the ability to fly private within the debtor’s service region. Someone from Netflix Inc. ($NFLX) is listed as the largest unsecured creditor.

The debtor did attempt to tap the relief provided by the US government via the CARES Act but “found the applicable sources of funding under the CARES Act to be expressly prohibited for companies that have sought Chapter 11 protection.” In lieu of a government-provided lifeline, the debtor does have a commitment for $3.6mm of DIP financing from its pre-petition unsecured creditor, JetSuiteX Inc., and seeks to use the chapter 11 process to, more likely than not, wind-down operations and maximize value for its creditors.

*Two aircraft lessors served notices of default on the debtor prior to the petition date and retook possession of aircraft per the terms of the governing leases. The debtor also sold six planes in August 2019. Hence the reduction of the fleet from 18 to 10.

• Jurisdiction: D. of Delaware (Judge Sontchi)

• Capital Structure: No funded secured debt (just aircraft financing). $16.2mm unsecured promissory notes (JetSuiteX Inc.)

• Professionals:

  • Legal: Bayard PA (Evan Miller, Daniel Brogan, Sophie Macon)

  • Independent Manager: Jonathan Solursh

  • Financial Advisor/CRO: Gavin/Solmonese (Edward Gavin, Jeremy VanEtten)

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

• Other Parties in Interest:

  • DIP Lender ($3.6mm): JetSuite X Inc.

    • Legal: Vedder Price PC (Michael Edelman, Jeremiah Vandermark) & Potter Anderson Corroon LLP (Jeremy Ryan, Aaron Stulman)

🎭 New Chapter 11 Bankruptcy Filing - Rubie's Costume Company Inc. 🎭

Rubie’s Costume Company Inc.

April 30, 2020

Star Wars. Marvel’s Avengers. Stranger Things. You’d think any business associated with this hot IP would be killing it. And yet it seems that even the Black Panther is susceptible to poor business fundamentals in a disrupted retail environment.

New York-based Rubie’s Costume Company Inc. and five affiliates (the “debtors”) — designers, manufacturers and distributors of costumes and related accessories — filed for bankruptcy in the Eastern District of New York. The debtors have non-exclusive licenses with the likes of Disney Inc. ($DIS), Lucasfilm, Marvel and others as well as non-licensed costumes for all of your not-just-Halloween costume needs (nobody is judging, people). They sell via 4 costume stores in New York, online, and wholesale channels; they count Target Inc. ($TGT), Walmart Inc. ($WMT), Amazon Inc. ($AMZN) and Party City Holdco Inc. ($PRTY) as distribution channels (the latter, itself, in trouble).

The debtors note that operating performance has been on the decline for years, attributing this primarily to “[i]ndependent customers hav[ing] declined and the average order per existing customer also ha[ving] declined.” Disruption! The small mom and pop costume shops are getting smoked while the bigbox retailers who have more leverage over pricing take over. We’re willing to bet that even Party City will attribute its recent travails to the rise of the bigbox retailer coupled with “The Amazon Effect.” The debtors highlight:

For the fiscal year ending December 31, 2018 (“FY 2018”) net sales and Adjusted EBITDA were approximately $310 million and $2 million, respectively. As a result of the decline in independent customers, for fiscal year ending December 31, 2019 (“FY 2019”), the Company generated net sales and Adjusted EBITDA of approximately $268 million ($42 million decline) and $3 million ($5 million decline), respectively.

The debtors also have over $47mm of secured debt outstanding under its pre-petition credit agreement with lenders such as HSBC Bank USA NA, Bank of America NA, Wells Fargo Bank NA, JP Morgan Chase Bank NA, TD Bank NA, and Citibank NA (the “Bank Group”). Operating under a series of forbearance agreements, the debtors have been engaged in an operational cost-cutting process since 2019.

Forbearances (accompanied, of course, with enhanced collateral packages and fees) and cost-cutting can only get you so far, of course. With COVID-19 hitting, the debtors suffered from a liquidity crunch. After all, we’re not hearing much about Zoom-costume-parties. The Bank Group has apparently taken a look at the debtors’ business prospects and said, “no way, Jose.” Per the debtors:

…the COVID crisis has had an impact on the Debtors’ ability to obtain new financing from the Bank Group. The Bank Group has declined to provide continued financing and the Debtors’ efforts to obtain replacement financing on an asset based lending structure have been slowed by the crisis.

Indeed, Wells Fargo Bank NA pulled out of refi discussions — a move consistent with Wells’ recent savagely escapist approach with respect to retail.

It advised the Debtors that its decision was based on the conditions in the global lending market due to the COVID-19 crisis and internal restrictions on its current lending, and was not a reflection on the Debtors’ creditworthiness.

Yeah, maybe.

The Debtors demonstrated the viability of their business to the Banks in a number of ways including through the business plan implemented over the last year with the assistance of BDO, the continued value of their inventory which exceeds the debt owed to the Banks and even most recently the fact that major national account clients placed firm orders for the Halloween season.

While we don’t find this particularly convincing either, Wells didn’t really need a pretense to bail out of retail these days.

Anyway, here we are. Without the refinancing, the debtors are in bankruptcy court seeking the use of cash collateral while they use the bankruptcy process to find a new source of capital.

• Jurisdiction: E.D. of New York (Judge Trust)

• Capital Structure: $46.7mm RCF

• Professionals:

  • Legal: Togut Segal & Segal LLP (Frank Oswald, Brian Moore) & Meyer Suozzi English & Klein PC (Edward LoBello, Howard Kleinberg, Jordan Weiss)

  • Financial Advisor: BDO USA LLP

  • Investment Banker: SSG Capital Advisors LLC

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

• Other Parties in Interest:

  • Pre-petition Agent: HSBC

    • Legal: Phillips Lytle LLP (William Brown)

⛪️New Chapter 11 Bankruptcy Filing - The Roman Catholic Church of the Archdiocese of New Orleans ⛪️

The Roman Catholic Church of the Archdiocese of New Orleans

May 1, 2020

Do we even really need to summarize this at this point? How many archdiocese chapter 11s are we going to see in 2020 that are predicated upon sexual abuse? In February there were two others: the Roman Catholic Diocese of Harrisburg and The Diocese of Buffalo NY. Now this. Just go and watch Spotlight people.

• Jurisdiction: E.D. of Louisiana (Judge Grabill)

• Professionals:

  • Legal: Jones Walker LLP (R. Patrick Vance, Elizabeth Futrell, Mark Mintz, Laura Ashley)

  • Claims Agent: Donlin Recano & Co. (*click on the link above for free docket access)

🤖New Chapter 11 Bankruptcy Filing - Wave Computing Inc.🤖

Wave Computing Inc.

April 27, 2020

California-based Wave Computing Inc. and six affiliates (the “debtors”) are independent tech companies that (a) develop cutting edge AI solutions and (b) license IP for microprocessors used in a variety of tech apps. Traditionally, their AI tech was used for voice recognition software for mobile and desktop devices, document analysis, chat bots and vehicle safety and navigation. The second focus — the IP for microprocessors — was a later development emanating out of a June 2018 transaction premised upon theoretical benefits from combining the AI tech with the microprocessor tech. That premise didn’t come to fruition. The debtors launch of a new commercial dataflow microprocessing unit flopped, requiring re-engineering. Said another way, this failure cost the debtors a lot of time and money to figure out a solution.

Making matters worse, the debtors “became embroiled in a dispute relating to a Series E preferred equity offering.” Consequently, the debtors’ liquidity became strained and they needed to borrow new funds from equity sponsor Tallwood Technology Partners LLC.

That wasn’t enough. The debtors required additional capital but the timing was awful: COVID-19’s impact on lending foreclosed the possibility of tapping new liquidity sources — particularly with a litigation overhang in the mix. By this point, creditors and a Series E investor filed lawsuits against the debtors.

The filing is meant to avail the debtors of a much needed breathing spell; it will also provide them with much needed liquidity in the form of a DIP from Tallwood. The $27.9mm DIP includes a $14.5mm new money revolver and a full term loan rollup of the pre-petition debt. As a condition to the DIP, the debtors have also agreed to waive any and all claims they might have against Tallwood (subject to a review period by creditors).

• Jurisdiction: N.D. of California (Judge Hammond)

• Capital Structure: $13.4mm secured note (Tallwood Technology Partners LLC), $2.1mm unsecured convertible notes

• Professionals:

  • Legal: Sidley Austin LLP (Sam Newman, Julia Philips Roth, Charles Persons, Juliana Hoffman, Jeri Leigh Miller)

  • Financial Advisor/CRO: SierraConstellation Partners LLC (Lawrence Perkins, Miles Staglik, Bill Partridge, David Bitterman)

  • Claims Agent: Donlin Recano & Co. (*click on the link above for free docket access)

• Other Parties in Interest:

  • Prepetition & DIP Lender ($27.9mm): Tallwood Technology Partners LLC

⛽️New Chapter 11 Bankruptcy Filing - Diamond Offshore Drilling Inc. ($DO)⛽️

Diamond Offshore Drilling Inc.

April 26, 2020

Houston-based Diamond Offshore Drilling Inc. and 14 affiliates (the “debtors”), a contract drilling services provider to the oil and gas industry filed for bankruptcy in the Southern District of Texas. The company has 15 offshore drilling rigs: 11 semi-submersibles and four ultra-deepwater drillships deployed around the world (primarily in the Gulf of Mexico, Australia, Brazil and UK). Offshore drilling was already challenged due to excess supply of rigs — and has been since 2014. Recent events have made matters much much worse.

Thanks MBS. Thanks Putin. Thanks…uh…debilitating pandemic. The left-right combination of the Saudi/OPEC/Russia oil price war and COVID-19 has the entire oil and gas industry wobbling against the ropes. The pre-existing reality for offshore services companies “worsened precipitously” because of all of this. And so many companies will fall. The question is at what count and at what strength will they be able to get back on their feet. Given that this is a free-fall into bankruptcy with no pre-negotiated deal with lenders, it seems that nobody knows the answer. How could they? More on this below.

Unfortunately, the services segment the debtors play in is particularly at risk. “Almost all” of the debtors’ customers have requested some form of concessions on $1.4b of aggregate contract backlog. One customer, Beach Energy Ltd. ($BEPTF), “recently sought to formally terminate its agreement with the Company” (an action that is now the subject of an adversary proceeding filed in the bankruptcy cases). The debtors have been immersed in negotiations with their contract counter-parties to navigate these extraordinary times. It doesn’t help when business is so concentrated. Hess Corporation ($HES) is 30% of annual revenue; Occidental Petroleum Corporation ($OXY) is 21%; and Petrobras ($PBR) is 20%. BP PLC ($BP) and Royal Dutch Shell ($RDS.A) are other big customers.

With the writing on the wall, the debtors smartly drew down on their revolving credit facility — pulling $436mm out from under Wells Fargo Bank NA ($WFC). WFC must’ve loved that. Times like these really give phrases like “relationship banking” entirely new meaning. The debtors also elected to forgo a $14mm interest payment on its 2039 senior notes. Yep, you read that right: the company previously issued senior notes that weren’t set to mature until 2039. Not exactly Argentina but holy f*ck that expresses some real optimism (and froth) in the markets (and that issuance isn’t even the longest dated maturity but let’s not nitpick here)!

Yeah, so about that capital structure. In total, the debtors have $2.4b in funded debt. In addition to their $442mm of drawing under their revolving credit facility, the debtors have:

• $500mm of 5.7% ‘39 senior unsecured notes;

• $250mm of 3.45% ‘23 senior unsecured notes;

• $750mm of 4.875% ‘43 senior unsecured notes; and

• $500mm of 7.785% ‘25 senor unsecured notes.

As we’ve said time and time again: exploration and production is a wildly capital intensive business.

So now what? As we said above, there’s no deal here. The debtors note:

The Debtors determined to commence these Chapter 11 Cases to preserve their valuable contract backlog, and preserve their approximately $434.9 million in unrestricted cash on hand while avoiding annual interest expense of approximately $140.1 million under the Revolving Credit Facility and the Senior Notes, and to stabilize operations while proactively restructuring their balance sheet to successfully compete in the changing global energy markets. The Debtors and their Advisors believe cash on hand provides adequate funding at the outset of these cases. The Debtors are well-positioned to successfully emerge from bankruptcy with a highly marketable fleet, a solid backlog of activity, a strong balance sheet and liquidity position, and a differentiated approach and set of capabilities. Despite the volatile and current uncertain market conditions, the Debtors remain confident in the need for their industry, its importance around the world, and the critical services they provide.

We suspect the debtors will hang out in bankruptcy for a bit. After all, placing a value on how “critical” these services are in the current environment is going to be a challenge (though the relatively simple capital structure makes that calculation significantly easier…assuming the value extends beyond WFC). One thing seems certain: Loews Corporation ($L) is gonna have to write-down the entirety of its investment here.

*****

We’d be remiss if we didn’t highlight that, similar to Whiting Petroleum’s execs, the debtors’ executives here got paid nice bonuses just prior to the bankruptcy filing. PETITION Note: We don’t have data to back this up but there appeared to be a much bigger uproar in Whiting’s case about this than here. Which is not to say that people aren’t angry — totally factually incorrect — but angry:

Because equity-based comp doesn’t exactly serve as “incentive” when the equity is worth bupkis, the debtors paid $3.55mm to employees a week before the filing and intend to file a motion to seek bankruptcy court approval of their go-forward employee programs.

---

• Jurisdiction: S.D. of Texas (Judge Jones)

• Capital Structure: $442mm RCF (inclusive of LOC)(Wells Fargo Bank NA). See above.

• Professionals:

  • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Paul Basta, Robert Britton, Christopher Hopkins, Shamara James, Alice Nofzinger, Jacqueline Rubin, Andrew Gordon, Jorge Gonzalez-Corona) & Porter Hedges LLP (John Higgins, Eric English, M. Shane Johnson, Genevieve Graham)

  • Financial Advisor: Alvarez & Marsal LLC (Nicholas Grossi)

  • Investment Banker: Lazard Freres & Co. LLC

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

• Other Parties in Interest:

  • Prepetition RCF Agent: Wells Fargo Bank NA

    • Legal: Bracewell LLP

    • Financial Advisor: FTI Consulting

  • Indenture Trustee: The Bank of New York Mellon

  • Ad Hoc Group of Senior Noteholders

    • Legal: Milbank LLP

    • Financial Advisor: Evercore Group LLC

  • Major Equityholder: Loews Corporation

    • Legal: Sullivan & Cromwell LLP (James Bromley)

  • Official Committee of Unsecured Creditors: The Bank of New York Mellon Trust Company NA, National Oilwell Varco LP, Deep Sea Mooring, Crane Worldwide Logistics LLC, Kiswire Trading Inc., Parker Hannifin Corporation, SafeKick Americas LLC

    • Legal: Akin Gump Strauss Hauer & Feld LLP (Ira Dizengoff, Philip Dublin, Naomi Moss, Marty Brimmage, Kevin Eide, Patrick Chen, Matthew Breen)

    • Financial Advisor: Berkeley Research Group LLC (Christopher Kearns)

    • Investment Banker: Perella Weinberg Partners LP (Alexander Tracy)

⛽️New Chapter 11 Bankruptcy Filing - Diamondback Industries Inc.⛽️

Diamondback Industries Inc.

April 21, 2020

Texas-based Diamondback Industries Inc. and two affiliates (the “debtors”) filed for bankruptcy in the Northern District of Texas; they are manufacturers and sellers of disposable setting tools, power charges, and igniters used in the completion of oil and gas wells. Their wares are patent and trademark protected and appear to enjoy use by oil and gas companies engaged in drilling and well services. The debtors have managed to weather the oil and gas downturn over the last several years but the recent perfect storm brought on by the calamitous drop in oil prices + COVID-19 was too much to bear. These factors alone would have been troubling but the debtors also ran into some crippling legal troubles.

On April 3, 2020, the District Court for the Western District of Texas entered a patent judgment against the debtors that instantly dumped a $39.9mm obligation on the debtors in favor of Repeat Precision LLC. Originally, Repeat Precision LLC was the defendant in a patent license agreement dispute pursuant to which the debtors claimed breach of contract, misappropriation of trade secrets and fraudulent inducement. Repeat Precision filed counterclaims for patent infringement and tortious interference. It appears the debtors weren’t prepared for the counter-punches. The judgment was the knockout punch.

And that punch created a domino effect. The judgment triggered an event of default under the debtors’ prepetition credit agreement. This was a double-whammy: just two days before, the debtors failed to make a principal payment and breached various financial covenants under the agreement. The debtors’ lender, UMB Bank NA, did enter into a forbearance agreement with the debtors but the debtors nevertheless determined that chapter 11 cases may afford them a “breathing spell” to get their business together (and perhaps pursue a sale process). The debtors secured a $5mm DIP commitment to fund their cases.

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

• Capital Structure: $20mm funded RCF (UMB Bank NA)

• Professionals:

  • Legal: Haynes and Boone LLP (Ian Peck, David Staab, Matthew Ferris)

  • Financial Advisor/CRO: CR3 Partners LLC (Greg Baracato, Cade Kennedy)

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

• Other Parties in Interest:

  • US Bank NA

    • Legal: Bryan Cave Leighton Paisner LLP (Kyle Hirsch, Tricia Macaluso)

  • Unsecured Creditor: Repeat Precision LLC

    • Legal: Munsch Hardt Kopf & Harr PC (Davor Rukavina, Thomas Berghman)

💈New Chapter 11 Bankruptcy Filing - Creative Hairdressers Inc.💈

Creative Hairdressers Inc.

April 23, 2020

Creative Hairdressers Inc., otherwise known to many as “Hair Cuttery,” filed for bankruptcy earlier this week in the District of Maryland; it is an independent family-owned chain of hair salons with 800 locations across approximately 15 states; it was also a $40mm revenue business in fiscal year 2019 (ended September ‘19).

While its revenues are impressive, the company faced intensified competition in the industry that took a toll on operating performance. Accordingly, months prior to this filing, it reduced its footprint by closing underperforming stores, refocused services around hot areas (i.e., hair coloring) and changed its professional commission structure. These changes were beginning to have a positive impact. Nevertheless, the company tripped a covenant default with its secured lender which triggered a year-long sale process that ultimately proved unsuccessful. The company’s original founders, the Ratners, subsequently sank money into the business for working capital to keep the business afloat.

And then COVID-19 hit. Forced closures precipitated an immediate liquidity crisis and the company had no choice but to furlough its employees. Liquidity drained to near zero and the Ratners again stepped up with a $4mm pledge to the company’s pre-petition lenders, HC Salon Holdings Inc. Employees, however, were left hanging as liquidity proved insufficient to cover the last payroll prior to closure.

Speaking of stepping up, HC Salon Holdings Inc. has agreed to purchase substantially all of the company’s assets; it will assume liabilities, credit bid its debt, and pay cash amounts necessary to wind down the remainder of the business. HC Salon also committed to a $40.675mm DIP (which is primarily a roll-up … $5mm is new money) and agreed to the use of its cash collateral. An immediate use of these DIP proceeds would be to true-up the employees who were — due to the extenuating circumstances — shafted prior to the filing.

Three more things to note:

First, the company hopes to wrap up the sale by the end of May with the closing scheduled to be held at the Maryland offices of DLA Piper US LLP, counsel to the credit bidder. The company is actually based in Virginia, though its affiliate, Ratner Companies LLC, is Maryland-based. So, there’s nothing particularly shady about venue held in Maryland. This did make us wonder though: is there any chance that venue considerations will be somewhat influenced by COVID-19 and where states lift restrictions? We’re guessing generally ‘no’ because the law will dictate venue as usual but we could see instances on the margins where parties in interest consider alternative venues with the hope of getting parties together, getting due diligence done, and maximizing value. We’ll see.

And, second, the company is intends to use the latest bankruptcy technology: the “Mothball Motion" where it asks the bankruptcy court to use its wide discretionary authority under section 105 of the Bankruptcy Code to limit post-petition rent payments to landlords, adjourn non-essential motions, and more. This is the new IT thing in bankruptcy cases, people. Let’s see how long it lasts now that certain states are starting to loosen restrictions.

Finally, the company has already filed a motion seeking to reject 49 leases. Prior to filing, it obtained rent concessions for approximately 100 leases. The world of hurt that is about to shake out in commercial real estate is going to be interesting to watch.

• Jurisdiction: D. of Maryland (Judge Catliota)

• Capital Structure: $36.4mm (+ $4.1mm LOC)(HC Salon Holdings Inc.)

• Professionals:

  • Legal: Shapiro Sher Guinot & Sandler (Joel Sher, Richard Goldberg, Daniel Zeller, Anastasia McCusker)

  • Financial Advisor: Carl Marks Advisory Group LLC (Marc Pfefferle)

  • Real Estate Advisor: A&G Realty Partners LLC

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

• Other Parties in Interest:

  • Pre-Petition Lender & Stalking Horse Purchaser: HC Salon Holdings Inc.

    • Legal: DLA Piper US LLP (Richard Chesley, Jamila Justine Willis)

🚢 New Chapter 11 Bankruptcy Filing - Speedcast International Limited 🚢

Speedcast International Limited

April 22, 2020

This is a fun one.

Speedcast International Limited, a publicly-traded Australian company headquartered in Houston and 32 affiliates (the “debtors”) filed rare freefall bankruptcy cases in the Southern District of Texas earlier this week. In a week where another 4.4mm people filed for unemployment, one thing seems abundantly clear: the Texas’ bankruptcy courts are going to need help. While Delaware has also been extremely busy, both the Northern District and Southern District of Texas are seeing rock solid bankruptcy flow these days. If the judges got volume bonuses, they’d be rolling in it.

Who’s the big loser? Well, with all of these bankruptcy hearings conducted telephonically, we reckon it’s the city of Houston. In normal times, there’d be a steady stream of suits flushing through the local economy there: staying at the hotels, eating at the restaurants, drinking at the bars. Brutal. But we digress. 🤔

One thing the restructuring industry gives us is an open window into how one domino can topple over others. For instance, the energy and cruise industries are clearly effed currently and so it stands to reason that service providers to those industries would also feel pain. This is where Speedcast comes in: it is a provider of information technology services and (largely satellite-dependent) communications solutions (i.e., cybersecurity, content solutions, data and voice apps, IoT, network systems) to customers in the cruise, energy, government and commercial maritime businesses. They plug a hole: they offer telecom services to users in remote parts around the world, “primarily where there is limited or no terrestrial network.” Picture some evildoer in some decked out yacht-lair somewhere plotting to take over the world Austin Powers-style. He is probably leveraging Speedcast for IT solutions (PETITION Note: we’re just painting a picture folks; we’re not suggesting that the company merely deals with shady-a$$ mofos. Don’t @ us.). The business is truly international in scope.

Putting aside yacht-loving villains, Speedcast has high profile clients. Carnival Corp. ($CCL), for instance, contracted with Speedcast in December 2018 — long before any of Carnival’s customers contracted with the coronavirus. Cruisers streaming reports about their horrific cruise-going experiences likely used Speedcast product to get the word out. 😬 This was a growing business segment. Revenue increased by $36.5mm from fiscal year 2018 to 2019.

Likewise, the debtors’ energy business had also been growing. The debtors provide “high-bandwidth remote communication services to all segments of the global energy industry, including companies involved in drilling and exploration, floating production storage, offloading, offshore service, general service, engineering, and construction.” Revenue there increased from $158.3mm in FY18 to $164.5mm. We’re pretty sure we know which direction that number is heading in FY20.

Similarly, the debtors’ other business segments — Enterprise & Emerging Markets and Government — demonstrated growth between ‘18 and ‘19. All in, this is a $722.3mm revenue business. Unfortunately, it also had net losses of $459.8mm in FY19. So, yeah. There’s that. The debtors’ rapid expansion over the years apparently didn’t lead to immediate synergistic realization and the debtors suffered from margin compression, revenue declines from specific business lines, and other ails that affected performance and liquidity.

While there have been operational issues for some time now, those were just jabs. COVID-19 and the attendant global shutdown body slammed the company. The debtors note:

Further, the lasting and distressed market conditions in the maritime and oil and gas industries, and the recent and dramatic impact of the COVID-19 pandemic, have impacted all players in the global marketplace. The Company has been particularly hard hit by these adverse market conditions. The outsized impact on the Company’s Maritime Business and Energy Business customers has manifested in a dramatic reduction in cash receipts. This macroeconomic downturn, along with the above-mentioned headwinds that contributed to the lower than expected FY19 financial results, made clear that the Company would not satisfy the Net Leverage Covenant under the Credit Agreement.

Right. The debt. $689.1mm of it, to be exact (exclusive of financing arrangements) — of which approximately $590mm is a term loan. With a capital structure this simple, one would think that this is a case that is ripe for a prearranged deal memorialized via a pre-petition restructuring support agreement. But no. There isn’t one here. Why not?

The term lenders argue that the debtors engaged them too late in the game. Therefore, there wasn’t enough time to conduct due diligence on the business, they say. Surely quarantine ain’t helping matters on that front. Nor is the fact that the company is international in nature.

And so this is a traditional freefall balance sheet and operational restructuring — something you don’t really see much of anymore. This case looks headed towards either a sale — which we’re guessing is the term lenders preferred outcome (par plus accrued baby!) — or a plan that would equitize the term lenders and put the go-forward financing needs of the debtors on the shoulders of the term lenders. A plan would preserve the debtors’ net operating losses which, as noted above, could be meaningful.

The debtors and the ad hoc lenders did nail down a commitment for a multiple-draw super-priority senior secured term loan DIP which includes a $90mm new money portion ($35mm on an interim basis) and a $90mm roll-up ($35mm on an interim basis). Judge Isgur took some exception to the interim roll-up portion of the proposed facility but the debtors and the lenders were hand-in-hand saying that — particularly under the circumstances today — the interim roll-up was necessary and appropriate because the lenders need a “big incentive” to lend and “the lenders’ capital providers are getting squeezed themselves.” 🤔 (PETITION Note: The DIP market sounds vicious — though some of that, here, is attributable to the nature of the assets. Delta Airlines can place senior secured notes right now at around 7% because, well … duh … planes!). Judge Isgur did caution however that he wants no part of professionals throwing this interim roll-up in his face as precedent in an upcoming case (Um, we’ll see how that plays out…this financing environment ain’t exactly reversing overnight). While the ad hoc lenders are clearly in pole position for the DIP commitment, they’re syndicating the loan now (which would obviously affect the roll-up too). The DIP will push the professionals towards a path forward over the next couple of weeks and the hope is for a result to be consummated within six months.

Interestingly, the largest single unsecured creditor is an entity that suffers from its own issues and has reportedly hired bankruptcy professionals for advice: Intelsat SA is owed $44mm. In late March, Intelsat terminated their contract with the debtors in a pretty savage leverage play. We talk about leverage a lot in PETITION. There’s balance sheet leverage and then there is situational leverage. Intelsat flexed its muscles and exercised the latter. In exchange it got critical vendor designation, acknowledgement of the full amount of their pre-petition claim and mutual releases. Significantly, the debtors stressed the importance of the relationship, noting that the IT services were needed more than ever as vessels sail adjusted routes due to COVID (read: boats are circling around because governments won’t let passengers disembark).

We should know within a few weeks what a deal may look like here.

• Jurisdiction: S.D. of Texas (Judge Isgur)

• Capital Structure: $87.7mm RCF, $591.4mm Term Loan, $10.6mm LOC

• Professionals:

  • Legal: Weil Gotshal & Manges LLP (Gary Holtzer, Alfredo Perez, David Griffiths, Brenda Funk, Martha Martir, Kelly DiBlasi, Stephanie Morrison, Paul Genender, Amanda Pennington Prugh, Jake Rutherford) & Herbert Smith Freehills LLP

  • Independent Director: Stephe Wilks, Grant Scott Ferguson, Michael Martin Malone, Peter Jackson, Carol Flaton, David Mack)

  • Financial Advisor/CRO: FTI Consulting Inc. (Michael Healy)

  • Investment Banker: Moelis & Company Co. (Paul Rathborne, Adam Waldman)

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

• Other Parties in Interest:

  • Ad Hoc Group of Secured Lenders

    • Davis Polk & Wardwell LLP (Damian Schaible, David Schiff, Jonah Peppiatt, Jarret Erickson) & Rapp & Krock PC (Henry Flores, Kenneth Krock)

    • Financial Advisor: Greenhill & Co. Inc.

  • DIP Agent: Credit Suisse AG

    • Skadden Arps Slate Meagher & Flom LLP (Steven Messina, George Howard, Albert Hogan III, David Wagener)

  • Large Creditor: Intelsat SA

    • Legal: Kirkland & Ellis LLP (Edward Sassower, Steven Serajeddini, Anthony Grossi) & Jackson Walker LLP (Matthew Cavenaugh)

  • Large Creditor: Inmarsat Global Limited

    • Legal: Steptoe & Johnson LLP (Michael Dockterman) & Norton Rose Fulbright US LLP (Jason Boland, Bob Bruner)

  • Official Committee of Unsecured Creditors

    • Legal: Hogan Lovells US LLP (S. Lee Whitesell, John Beck, David Simonds, Ron Silverman, Michael Hefter) & Husch Blackwell LLP (Randall Rios, Timothy Million)