Professional Fees (Long Cannibalization)

$1725/hour = CHA CHING!

What a month ya'll. We can't remember the last time that restructuring fees have gotten so much public and mainstream scrutiny. Last week we noted how The New Yorker took shots at restructuring professional fees in Puerto Rico. This week, Dow Jones Newswires took a look at Seadrill Ltd. and noted that Kirkland & Ellis LLP collected over $47mm in the 12 months prior to the case filing. Shareholders denied an equity committee must love that. Elsewhere, The New York Times gets into the game and asks in a MUST READ "Why Companies Like Toys 'R' Us Love to Go Bust in Richmond, Va." Which, of course, was interesting because they basically took the foundations of our piece here and raised by going "all in," alleging that Virginia is now a favorable venue because of blah ("rocket docket"), blah (debtor-favorable precedent) and BOOM (homies are getting P.A.I.D.). Here's the NYT dropping the bomb: "But perhaps one of the biggest draws, according to bankruptcy lawyers and academics, is the hefty rates lawyers are able to charge there. The New York law firm representing Toys “R” Us, Kirkland & Ellis, told the judge that its lawyers were charging as much as $1,745 an hour. That is 25 percent more than the average highest rate in 10 of the largest bankruptcies this year, according [to] an analysis by The New York Times." Points for creativity: jurisdictional arbitrage is our new favorite form of professional revenue generation. Of course, "the huge fees can eat into the money that is left over for small creditors - typically vendors, suppliers and pensioners." Did someone say "pensioners"? Happy holidays.
 

The Baupost Group LLC likes SCANA Corp.

Taking Advantage of the Westinghouse Bankruptcy

Shortly after having its Puerto Rico position exposed, The Baupost Group LLC is now reported to have purchased claims thatSCANA Corp. ($SCG) and Santee Cooper have against Toshiba Corp. on account of the Westinghouse bankruptcy.

This Week With Puerto Rico

Hot Mess

What a disaster. Lots of noise on this and so here goes PETITION stream-of-consciousness mode. Trump spoke and Lawrence Summers agreed about wiping out PR's debt. But, wait! Maybe, just maybe, the process has to play out ("Hello, right hand. Meet left hand."). The bond bloodbath that wasn't. Choice quote, "There were, quantitatively speaking, twice the number of buyers than sellers, of Puerto Rico’s benchmark security, the 8 percent general obligation bonds." Sounds like one of those sellers may be MatlinPatterson which likely isn't the last hedge fund to close its doors due, at least in part, to the Puerto Rico morass. Paulson & Co. continues to sh*t away the glow it gained during the financial crisis. The Baupost Group, a Boston-based hedge fund managed by billionaire Seth Klarman, has significant exposure. As do some others. And some think that exposure will equate to 10-to-20 cents-on-the-dollar (video). And, many think Washington is to blame for a lot of this mess. Finally, a special report from Reuters on the situation.

Notable (Cov Lite Loans, Delaware Bankruptcy Filings & More)

More = Busted Tech, Investment Banks & REITS

Biglaw. Summer Associate satisfaction surveys (firewall). In case anyone actually gives a sh*t.

Busted Tech. A view that recent IPOs will never make money. Meanwhile, Toys R Us is a harbinger of, you guessed it, BUSTED TECH. 

Canadian Retail. Also looking increasingly ugly.

Cov Lite. We're old enough to remember when people said it was dead and would never come back. Memories are short AF

DelawareThis article about retail bankruptcy cases avoiding filing in Delaware misses the mark widely. Like, way outside. Any DE practitioners want to opine - without attribution - on this?? Email us here.

Investment BankingJefferies can't trade for sh*t but advisory fees baby. Given these advisory fees, it looks like UBS wants to get back into the restructuring advisory game. Again. For, like, the 283th time. 

J.CrewInvestors are pissed.

New YorkIs it in danger of becoming Detroit?

Puerto Rico. The hits just keep on coming. Sad, really.

REIT InvestmentsThis is an interesting piece about alternative investments by REITS. Simon Property Group ($SPG) looks particularly active.

Retail (Taxes). When you're industry is in secular decline, fight for scraps. Here, tax changes.

Lots of Distressed Fund Activity

Distressed Funds Are Raising a Lot of Dough

Castlelake announced that it closed - in a swift four-month fundraising push - its latest fund at $2.4b. The fund will focus on global aviation and distressed assets in North America and Europe. Glendon Capital is targeting a $2b distressed debt fund. Elsewhere in distressed, there ain't much to do other thantout your own successful 2016 a la RBC Global Asset Management's PH&N Absolute Return Fund (quite a mouthful). And, in the case of Katy Industries, where Victory Park Capital Advisors LLC and Highview Capital LLC credit bid their "secured debt" to take ownership of the company, the official committee of unsecured creditors is looking to extort...uh...unwind the transaction on the basis that the secured debt is better characterized as an equity investment. If that's the case, the credit bid would presumably be invalid and the funds would need to cough up actual cash value for the assets. Hard to know for sure given the redacted pleadings. Bankruptcy is all about transparency except for those instances where it is all about anything other than transparency. Speaking of transparency, here are the funds holding COFINA bonds in the Puerto Rico matter.

Notable (Abercrombie, Halcon, Sears Canada & More)

Abercrombie & Fitch ($ANF) see-sawed its own stock after proclaiming that it would seek a buyer (stock went up) but then, a mere few weeks later, indicating that it had terminated the sell-side process. The shares plummeted 21%.

Halcon Resources Corp ($HK) plans, per Reuters, to sell its North Dakota operations for $1.4b in cash as part of a broader (and smart) plan to shift its focus to the lower cost-basis Texas' Permian Basin. The stock popped on the news. The piece makes it sound like this is the CEO's grand vision - as if he's not getting a tremendous amount of pressure from his new(ish) credit-oriented short-term-oriented overlords. 

Hedge Funds. Apparently the business isn't as bad as previously thought. That is, unless these investments in Puerto Rico bonds crater.

India (Geographical arbitrage). Hey you. Yeah, you, Associate sitting in New York with a 15 year path to partnership. You may want to consider moving to India and becoming an expert in the new Insolvency and Bankruptcy Code there. Apparently nobody there has a clue what the hell is going on. You may be able to fast-track your career. We want credit if you pull the trigger.

Professional Athletes (Short Personal Finance Wherewithal). Livan Hernandez, who made $53mm over the course of his baseball career, has filed for bankruptcy. Seriously, what the hell is wrong with these guys? 

Sears Canada. C'mon. Eddie Lampert, the King of Bad-Money-After-Good (aka all things Sears ($SHLD)), is reportedly considering a deal for Sears Canada. Officially, the company has hired a joint venture between Gordon Brothers Canada ULC and Merchant Retail Solutions ULC for the liquidation of inventory/FF&E of 45 locations and is actively pursuing a transaction: over 20 parties have signed NDAs.

Tea (Short Retailing it). Small potatoes relative to the universe we typically cover but given that Capital Teas Inc. was once a 22-store retailer of, well, tea, and is now bankrupt, we figured we'd note it. We particularly love how the company didn't even bother to update its "bio," of sorts, noting that it was honored as a member of The Inc. 5000, "the nation's fastest growing private companies." Well, not anymore, obvi. The company plans to shutter 10 locations as part of the bankruptcy. If that is considered "fastest growing," the US is even more effed than we thought.

True Value. This is not a distressed candidate - not with $1.51b of revenue in '16 - but the fact that the private company is reportedly looking to market itself is telling in this age of Amazon. The home improvement space is largely thought to be impervious to the "Amazon Effect." At least, that is the narrative behind investing inHome Depot ($HD) and Lowe's Companies Inc. ($LOW). Perhaps people are worried about the narrative? Perhaps they're just looking to take advantage of a potential strategic acquirer tapping capital markets? Interesting.

WeWork. We admit: we're obsessed with this company. On the heals of closing its $760mm Series G round valuing the company at $20b, this startup now officially has a larger valuation than publicly-traded office REITS like Vornado Realty (which we covered here) and Boston Properties. Makes. Total. Sense. Jokes aside, it has inserted itself as a platform for companies like GMIBMSpotify and Salesforce, effectively being the office manager of choice. Interesting model. Can't imagine this remaining in a downturn when companies need to look for ways to cut costs. 

Puerto Rico (Our Word is Our Bond)

Talk about well-earned fees (good luck chasing the Virgin Islands, ya'll). After tens of millions of dollars of fees spent to get the Puerto Rico Electric Power Authority ("PREPA") and its bondholders to agree to a consensual out-of-court deal, that deal is now worth bupkis and the entity has joined a variety of other Puerto Rican entities in Title III bankruptcy. What a joke. Choice quote from Bill Fallon, the chief executive of National Public Finance Guarantee Corporation, saying that the Title III filing "would leave Prepa years away from attracting the private investment necessary to modernize." Clearly Bill Fallon's memory is so short that he doesn't remember that memories are short. This line of argument is so old and tired that it has zero credibility at this point. We're calling it now: PREPA will issue a 100-year bond within the next three years and, depending on where interest rates and yields stand at the moment, may even make Argentina look good while its at it. C'mon dude.

Puerto Rico is a Hot Mess

What a mess. "Nearly every time a lawyer spoke, there seemed to be signals indicating intractable battles ahead." We can't wait for the inevitable piece about professional fees and how they amount to an added strain on the Puerto Rican economy - particularly now that each Title III applicant will have its own Creditors' Committee (yikes). Meanwhile, we have to think that counsel for Promesa is just choooooomping at the bit to weigh in on whether the GO or COFINA bonds have first priority to sales tax proceeds. Finally, while the Judge wants status updates every six weeks, as LPs, we'd be riding each of the funds we're invested in to justify their underwriting on an even more frequent basis.

Notable (Contura Energy, Effed Education, Footwear, Memorial Production Partners)

Contura Energy. The Tennessee-based metallurgical and steam coal company - probably better known in these parts as the once-and-recently-bankrupt Alpha Natural Resources filed for an IPO on Monday with plans to raise $100mm on the NYSE under the symbol $CTRA (Citi is sole underwriter). 

Education. Months ago we chronicled the affect that the oil and gas downturn was having on Oklahoman schools. Unfortunately, high debt and poor management in Puerto Rico seems to be having a similarly horrible affect on school children.

Footwear. Seven companies that are allegedly/particularly impacted by the recent wave of retail bankruptcies.

Labor MarketThis study indicates that there is no unprecedented technological disruption. Seems counter-intuitive.

Memorial Production Partners/Amplify Energy. The company has emerged from chapter 11 with a new name and a delevered balance sheet to the tune of $1.3b. And now it has engaged Jefferies LLC as lead advisor to explore strategic alternatives.Fir Tree Partners, Millennial Energy Partners and Citadel LLC have representatives on the Board of Directors.

Passive Investing. There are now more index funds than there are individually traded stocks. Wait, what??

Bankrupt Companies Love Blaming #Obamacare

As it relates to corporate bankruptcies, we feel as if we've seen nothing but negative accounts about the ACA. In its chapter 11 filing, its almost as ifAngelica Corporation went out of its way to sh*t on the ACA and blame it for, among other things, its bankruptcy. Same for Garden Fresh Restaurant. But, it seems that the ACA helped cut personal bankruptcy filings by 50%. We also note that it apparently helped the Commonwealth of Puerto Rico: per the bankruptcy filing, the island stands to lose $850mm of ACA funding in 2018 which would further the islanders' collective plight

Bankrupt Companies Love Blaming Obamacare

As it relates to corporate bankruptcies, we feel as if we've seen nothing but negative accounts about the ACA. In its chapter 11 filing, its almost as if Angelica Corporation went out of its way to sh*t on the ACA and blame it for, among other things, its bankruptcy. Same for Garden Fresh Restaurant. But, it seems that the ACA helped cut personal bankruptcy filings by 50%. We also note that it apparently helped the Commonwealth of Puerto Rico: per the bankruptcy filing, the island stands to lose $850mm of ACA funding in 2018 which would further the islanders' collective plight

Notable (Goldman Sachs, Puerto Rico, Lazy Media & More)

  • Gibson Dunn & Crutcher LLP. Better late than never, we guess. The firm has announced the acquisition/growth of its oil and gas team down in Houston. 
  • Goldman Sachs. Somehow its poor quarterly performance - largely due to poor distressed desk trades - is Morgan Stanley's fault. 
  • Lazy Media. Perhaps the folks at Fortune should call us because their research skills are soft. The other day Fortune reported on Quantum Partners' purchase of Violin Memory out of bankruptcy. Of note, QP is a fund tied to billionaire George Soros. The article - not particularly informative in any way whatsoever - doubled-down on its uselessness by noting that "terms of the deal were not disclosed," which, for those of us who know better, reeks of journalistic laziness. Why? Well, of course the terms needed approval by the bankruptcy court and so they were 100% publicly available. $25.6mm (including the DIP/exit facility rollup). Just saying.
  • Puerto Rico. Apparently it has been a distressed investing quagmire
  • Owl Creek Asset Management is shutting down its Asia fund, voluntarily (cough cough) chopping 10% of AUM off. An interesting move considering a general view that there'll be a lot of opportunity there...
  • Varde Partners, a $12b US-based buyout and distressed investing firm, is turning its attention to Asia.

News for the Week of 3/12/17

  • Commercial Real Estate Backed Loans. Looks like J.C. Penney store closures could impair $30b of loans.
  • European Elections & CDS. Investors perceive greater redenomination risk in France and Germany.
  • European Retail. It seems the bloody retail phenomenon isn't exclusive to US retailers. Jack Wolfskin, a German producer of outdoor wear and equipment, is in the midst of a restructuring of its $365mm of debt. The Blackstone Group is the company's sponsor and PJT Partners is shopping the company. Meanwhile, Jaeger, a UK-based clothier is also on the block, with an administration within the bounds of possibility. AlixPartners is advising the company.
  • High YieldValeant PharmaceuticalsForesight Energy and Community Health Systems all issued new high yield debt this past week and what screams of a massive yield grab. No, we're not joking: this actually happened. And demand was so strong that upsizing took place. We repeat: "demand was so strong that upsizing took place."
  • Oil & Gas Fallout. Like we said last week, we're crushing Ramen so it's hard to feel sorry for a man pulling in $2mm and a $50k/month consulting fee, but its interesting to see some of the effects of the energy downturn - here, relating to Energy XXI's former CEO. 
  • Power. The Westinghouse saga got juicier with Weil and the Japanese Prime Minister basically saying put up or shut up. Meanwhile, FirstEnergy is involved in shenanigans and Exelon is now getting active
  • Private Equity History LessonA review of J.Crew's take-private transaction and private equity's affinity for dividends, long-term viability be-damned. 
  • Puerto Rico. Sh*t is getting real and people are starting to clamor for bankruptcy.
  • TelevisionNetflix is going after unscripted reality TV. Choice quote: "The competition should be scared out of their minds. These guys are monsters — they're coming in to play and play hard."
  • Uber. Expansion in India seems to be predicated upon a mountain of driver debt.

  • Rewind I: Five weeks ago we reported the following: "The Finish Line Inc. announced its sale of Jack Rabbit Sports this week (66 locations) for undisclosed terms. "Undisclosed terms" = GU gels and a jock-strap." Apparently, we were too generous with our characterization of the financial consideration. Something tells us this won't stop Peter J. Soloman from dutifully and opportunistically noting the tombstone on its pitch materials for the next big retail mandate.  See, also, this.
  • Rewind II: Looks like Avaya Inc. has a potential buyer in publicly-traded Extreme Networks Inc. for its networking business (for $100mm).
  • Rewind III: Store closures. Add Staples to the list (70 locations) and Signet Jewelers (165 stores). And here is one report on the failure of BCBG.
  • Chart of the Week
  • Chart of the Week II

News for the Week of 2/5/17

  • Athleisure. Start the funeral dirge. Under Armour reported dreadful numbers and guided poorly, citing the Sports Authority bankruptcy as a reason for decreased exposure to product. Then S&P kicked UA while it was down, downgrading its corporate credit rating from investment grade to high yield. It's not a restructuring candidate with double-digit growth but its results don't bode well for retailers, generally. Good thing J.Crew is NOW starting to focus on athleisure.
  • Avaya. Doing a little damage control.
  • Cumulus MediaWhat the public is learning.
  • Europe. Some expect a bigger year for restructuring in 2017.
  • Private Equity. Some doubts about portfolio quality.
  • Solar. The technology continues to take hold and grab share but there'll be a lot of carnage along the way. Meanwhile, Exxon got pummeled, noting over $2b in writedowns.
  • Retail. As distressed investors and bankruptcy professionals lick their chops over the possibilities with rue21True ReligionClaire's StoresJ.Crew and others, "fast fashion" gets a second look as a culprit in the demise of retail (adding to the typical Amazon narrative). Still, even H&M and Uniqlo have announced intentions to scale back growth plans and/or close stores in the US.
  • More RetailThe Finish Line Inc. announced its sale of Jack Rabbit Sports this week (66 locations) for undisclosed terms. "Undisclosed terms" = GU gels and a jock-strap. Peter J. Soloman served as financial advisor. The quote, "The acquisition eases fears that the chain would face liquidation with no strategic buyers for the business"...basically sums up specialty retail. Reasons for the company's struggles are particular to specialty running stores, including, notably a marked decline in marathon participation. It's just not that easy to take a selfie while running 26.2.
  • Morer Retail - Canada. Once high-flying e-commerce startup Shoes.comcapitulates under the weight of multiple lawsuits, thwarting an IPO. In addition to shutting down the e-comm channels, the Vancouver-based company will shut down two brick-and-mortar locations - effectively flushing $45mm of PE down the toilet. Still, that URL seems like it would fetch some value...
  • Fast ForwardWalmart is looking to disrupt Amazon while Amazon is looking to disrupt Alphabet and FacebookAnd UPS. In other words, Amazon is after EVERYONE.
  • Rewind I: Usually we reserve "rewind" for topics we've discussed in previous weeks but we're making an exception here: apparently HMV still exists in Canada. Or did. What a major blast to the past. What were they selling, exactly, 8-tracks?
  • Rewind IIPayless Shoes4400 stores? Wow.  Apropos, retail now the sector with the most distressed debt. In other retail news worth a rewind, Sports Direct is reportedly in talks to acquire Eastern Outfitters, the parent company of Bob's Stores and Eastern Mountain Sports from Versa Capital Management out of bankruptcy. If those names sound familiar, it's because Versa literally just bought them in bankruptcy last year in the Vestis Group case. So, add this to the growing list of Chapter 22 cases. 
  • Rewind III: Given our revelation last week of the connection between Puerto Rico-Dentons-New Gingrich, its intriguing that Greenberg Traurig is distancing itself from another Trump supporter.
  • Chart of the Week: Sometimes to disrupt the incumbents, you have to bleed cash like nobody's business...