PG&E Picks Up the Pace (Long Seth Klarman)

 
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Well, that sure didn’t last long. In “Is it a Plan or a Placeholder?,” we discussed the recently proposed plan of reorganization filed by PG&E Corporation and Pacific Gas and Electric Company ($PCG). We wrote:

Moreover, the plan also depends on the “Subrogation Wildfire Claims” — claims “held by insurers or similar entities in connection with payments made to others on account of damages or losses arising from such wildfires” — coming in at a max $8.5b.[] Will these numbers hold? We suspect the answer is an emphatic ‘no.’

As much as we like being right, we certainly weren’t expecting it to happen so soon.

A mere few days after filing its plan of reorganization, PG&E announced an $11b settlement with parties representing 85% of the Subrogation Wildfire Claims. This settlement, still subject to the approval of the Bankruptcy Court, would satisfy and discharge all insurance subrogation claims against the Debtors arising from the 2017 Northern California wildfires and the 2018 Camp fire.” Per Reuters:

The company also amended its equity financing commitment agreements to accommodate the claims, and reaffirmed its $14 billion equity financing commitment target for its reorganization plan.

One amendment was an increase in the “Wildfire Claims Cap” to $18.9b from $17.9b. The debtors understand the signaling here: with the subrogation claimants almost immediately getting $2.5b more than what was in the plan, they prudently indexed higher to account for wildfire claimant expectations.

Despite the assumption of $3.5b more in liabilities (exclusive of earlier settlements), this is a net positive for PG&E. They removed one constituency from the board (assuming they don’t trade out of their claims and blow up the settlement), got a legitimate impaired accepting class to help usher the plan through, and moved themselves closer to a global settlement.

Anyway, the stock — somewhat mysteriously considering the marked INCREASE in liabilities — reacted favorably to the news, up over 11% on the week and erasing Monday’s post-plan blistering:

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Previously in PETITION. Part II (Short Tony the Tiger)

In June 23rd’s “Plastic is Ripe for a Reckoning (Long Ridiculous Branded Water)and in a short follow-up on June 30, we talked about how plastic has a bullseye on it. In the latter, we wrote:

Meanwhile, we were curious whether all of this talk about aluminum and glass taking over for plastic was having an effect elsewhere. Compare the bids for Anchor Glass Container Corp’s $150mm second lien term loan maturing 2024:

On May 6, the bid was 55.6 with a yield-to-worst of 25.2%.

On June 24, the bid was 71.4 with a yield-to-worst of 18.5%.

Long bullishness on glass containers?

S&P clearly doesn’t think so:

Here is where the second lien term loan traded this week: 70.7.

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☁️WeWork (Long Corporate Governance Wonks)☁️

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Surely you're sick of WeWork — uh, excuse us, “The We Company” — by now. There's been more drama surrounding its upcoming IPO than an episode of The Hills. You’ve likely heard about the $60b-to-$47b-to-$20b-to-$10b valuation drop, the wave pool, the dual-class voting structure, the insider deals between Adam Neumann, landlord, and Adam Neumann, tenant, and so on and so forth. We won’t rehash it all for you. We do have some word limitations. 

We do wonder if the events of the past two weeks are a sign of less frothy times ahead. After all, investors -- equity and bonds -- have gotten so accustomed to getting bent over the last several years that we're going long rheumatologists. Knees must be hurting.


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🤖How is Tech Doing? (Long Self-Imposed Pain)🤖

Silicon Valley Bank ($SIVB) recently issued its “State of the Markets” report, reflecting tech-related activity over the first six months of 2019. Suffice it to say, despite a number of potential headwinds, e.g., trade wars and fears of stagnating global growth (particularly in Europe and China), tech continues to thrive. The question is: can that continue? Here are some key charts from the report:

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As we were writing this China announced that it would retaliate with tariffs on $75b more of US goods (with US auto taking a large hit of 25% on cars and 5% on parts).* As you no doubt know, President Trump responded in his usually temperate manner:

…blah blah blah…something fentanyl…blah blah blah. The stable genius and “Chosen One” then moved the US closer to the easily winning the trade war (cough) by imposing 30% tariffs on $250b of Chinese goods and 15% tariffs on an additional $300b of goods. Anyway, it’s safe to say that these headwinds will only get stronger and will have a big effect on tech.** To point, tech names got battered post-tweets:

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Why? Well…

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But, sure, tweets and stuff. Nothing to see here. Anyway, give the presentation a gander: it has some good slides on the state of venture capital, enterprise vs. consumer IPOs, and international developments.

*****

Meanwhile, The Information came out with this doozy earlier this week:


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☎️Who Knew? People Don’t Use Landlines Anymore? (Short the Peso, Short US-denominated EM Debt).☎️

We’re all for a reprieve from retail and energy distress. Hallelujah.

Maxcom USA Telecom Inc. is a telecommunications provider deploying “smart-build” approaches to “last mile” connectivity (read: modems, handsets and set-up boxes) for enterprises, residential customers and governmental entities in Mexico — which is really just a fancy way of saying that it provides local and long-distance voice, data, high speed, dedicated internet access and VoIP tech, among other things, to customers.* It purports to be cutting edge and entrepreneurial, claiming “a history of being the first providers in Mexico to introduce new services,” including (a) the first broadband in 2005, (b) the first “triple-play” (cable, voice and broadband) in 2005, and (c) the first paid tv services over copper network using IP…in 2007. That’s where the “history” stops, however, which likely goes a long way — reminder, it’s currently the year 2019 — towards explaining why this f*cker couldn’t generate enough revenue to service its ~$103.4mm in debt.** Innovators!!

And speaking of that debt, it’s primarily the $103.4mm in “Old Notes” due in 2020 that precipitated this prepackaged bankruptcy filing (in the Southern District of New York).***

The Old Notes derive from a prior prepackaged bankruptcy — in 2013 (PETITION Note: not a “Two-Year Rule” violation) — and were exchanged for what were then outstanding 11% senior notes due in 2014. These Old Notes have a “step-up interest rate,” which means that, over time, the interest rate…uh…steps up…as in, increases upward/up-like. The rate currently stands at 8%. Unfortunately, the company doesn’t have revenue step-ups/upwardness/upseedayzee to offset the interest expense increase; rather, the company “…incurred losses of $4.9 million for the three months ended June 30, 2019, as compared to losses of $2.9 million for the three months ended June 30, 2018, and losses of $16 million for the year ended December 31, 2018, compared to losses of $.8 million for the year ended December 31, 2017….” Compounding matters are, among other things, the negative effects of decreased interest income and foreign currency exchange rates (the dollar is too damn strong!).**** The closure of the residential segment also, naturally, affected net revenue.


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❓How’s Oil and Gas Doing. (Spoiler Alert: Not Well)❓

Callback to May 12’s “Fast Forward - Oil & Gas is SO 2019.” We wrote:

In March’s “Oil and Gas Continues to Crack (Long Houston-Based Hotels),” we wrote:

The bankruptcy waiting room is becoming standing room only for oil and gas companies despite oil resting near 2019 highs (even after a rough 2% decline on Friday). We’ve previously mentioned Jones Energy ($JONE)Sanchez Energy Corporation ($SN)Southcross Energy Partners LP ($SXEE)Vanguard Natural Resources, Alta Mesa Holdings LP ($AMR) and Chaparral Energy Inc. ($CHAP) in “⛽️Is Oil & Gas Distress Back?⛽️.” Based on earnings reports or other SEC filings this week, add Emerge Energy Services LP ($EMES), EP Energy Corporation ($EPE) and Approach Resources Inc. ($AREX) to the list.

And:

Here’s the bottom line: both amend-and-extended and formally restructured oil and gas companies were an option on oil prices. That option is out of the money for a number of these companies. The end result will be an uptick in Texas’ hotel reservations and bankruptcy fees. And soon.

We also wrote:

Legacy Reserves Inc. ($LGCY) is yet another E&P company that looks like it may be destined for the bankruptcy bin. The company announced this week that it is evaluating strategic alternatives. It subsequently filed its 10-K which included going concern language and, significantly, confirmation that the company’s lenders had agreed to extend the company’s maturity under its credit agreement from April 1 to May 31, 2019. This is like a good movie needing a bit more production time prior to theatric release: usually, the movie ultimately it gets released. Likewise, this will ultimately end up in bankruptcy court.

Let’s take stock of the bankruptcy bodybag count since then:

  • Jones Energy ✅;

  • Southcross Energy Partners LP ✅;

  • Vanguard Natural Resources ✅;

  • Sanchez Energy Corporation ✅;

  • Emerge Energy Services LP ✅;

  • Legacy Reserves ✅.

Meanwhile, EP Energy Corporation ($EPEG) reportedly just missed its $40mm interest payment due under the indenture governing its 8.000% 1.5 Lien Notes due 2025 (due on August 15, 2019). Of course, there’s also been a number of private oil-and-gas companies 


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💩Yes, Let’s Get Right to It: Retail Blows. The End.💩

 

You have to respect the brevity deployed by Lolli and Pops Inc., the sweets retailer that filed for bankruptcy in the District of Delaware on Monday. In a shockingly-yet-refreshingly terse 8-page first day declaration, the company and its affiliated debtors’ CRO justified the bankruptcy filing by saying, in effect, the following: retail blows. The funny thing is that the document could have been even shorter. We’ll give it a shot:


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⚡️Summer Announcement⚡️

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As we’ve previously announced, we’re a bit more bandwidth constrained now that we’re deep into summer and so we’re going to use this opportunity to, among other things, (a) update some processes on the backend and (b) experiment with content distribution. For instance, we never actually A/B tested whether recurring Wednesday and Sunday a$$-kicking briefings were the right way to deliver our content. What’s an A/B test, you ask?

Consider a scenario where you know you’re going to be pitching juicy retail mandates 20 straight times against XYZ Group, a competitor restructuring advisor. You can go in with the same basic pitch framework each time and roll the dice but, ultimately, you’ll have no data to judge your strategy. You might as well just be throwing darts.


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📦Nerds Lament: Subscription Box Company Goes BK📦

We’re old enough to remember when subscription boxes were all the rage. The e-commerce trend became so explosive that the Washington Post estimated in 2014 that there were anywhere between 400 and 600 different subscription box services out there. We reckon that — given the the arguably-successful-because-it-got-to-an-IPO-but-then-atrocious-public-foray by Blue Apron Inc. ($APRN) — the number today is on the lower end of the range (if not even lower) as many businesses failed to prove out the business model and manage shipping expense.

And so it was only a matter of time before one of them declared bankruptcy.

Earlier this morning, Loot Crate Inc., a Los Angeles-based subscription service which provides monthly boxes of geek- and gaming-related merchandise (“Comic-con in a box,” including toys, clothing, books and comics tied to big pop culture and geek franchises) filed for bankruptcy in the District of Delaware.* According to a press release, the company intends to use the chapter 11 process to effectuate a 363 sale of substantially all of its assets to a newly-formed buyer, Loot Crate Acquisition LLC. The company secured a $10mm DIP credit facility to fund the cases from Money Chest LLC, an investor in the business. The company started in 2012.

Speaking of investors in the business, this one got a $18.5mm round of venture financingfrom the likes of Upfront VenturesSterling.VC (the venture arm of Sterling Equities, the owner of the New York Mets), and Downey Ventures, the venture arm of none other than Iron Man himself, Robert Downey Jr. At one point, this investment appeared to be a smashing success: the company reportedly had over 600k subscribers and more than $100mm in annualized revenue. It delivered to 35 countries. Inc Magazine ranked it #1 on its “Fastest Growing Private Companies” listDeloitte had it listed first in its 2016 Technology Fast 500 Winners list. Loot Crate must have had one kicka$$ PR person!

But life comes at you fast.

By 2018, the wheels were already coming off. Mark Suster, a well-known and prolific VC from Upfront Ventures, stepped off the board along with two other directors. The company hired Dendera Advisory LLC, a boutique merchant bank, for a capital raise.** As we pointed out in early ‘18, apparently nobody was willing to put a new equity check into this thing, despite all of the accolades. Of course, allegations of sexual harassment don’t exactly help. Ultimately, the company had no choice but to go the debt route: in August 2018, it secured $23mm in new financing from Atalaya Capital Management LP. Per the company announcement:

This financing, led by Atalaya Capital Management LP ("Atalaya") and supported by several new investors (including longstanding commercial partners, NECA and Bioworld Merchandising), will enable Loot Crate to bolster its existing subscription lines and improve the overall customer experience, while also enabling new product launches, growth in new product lines and the establishment of new distribution channels.

Shortly thereafter, it began selling its boxes on Amazon Inc. ($AMZN). When a DTC e-commerce business suddenly starts relying on Amazon for distribution and relinquishes control of the customer relationship, one has to start to wonder. 🤔

And, so, now it is basically being sold for parts. Per the company announcement:

"During the sale process we will have the financial resources to purchase the goods and services necessary to fulfill our Looters' needs and continue the high-quality service and support they have come to expect from the Loot Crate team," Mr. Davis said.

That’s a pretty curious statement considering the Better Business Bureau opened an investigation into the company back in late 2018. Per the BBB website:

According to BBB files, consumers allege not receiving the purchases they paid for. Furthermore consumers allege not being able to get a response with the details of their orders or refunds. On September 4, 2018 the BBB contacted the company in regards to our concerns about the amount and pattern of complaints we have received. On October 30, 2018 the company responded stating "Loot Crate implemented a Shipping Status page to resolve any issues with delays here: http://loot.cr/shippingstatus[.]

In fact, go on Twitter and you’ll see a lot of recent complaints:

High quality service, huh? Riiiiiiight. These angry customers are likely to learn the definition of “unsecured creditor.”

Good luck getting those refunds, folks. The purchase price obviously won’t clear the $23mm in debt which means that general unsecured creditors (i.e., customers, among other groups) and equity investors will be wiped out.***

Sadly, this is another tale about a once-high-flying startup that apparently got too close to the sun. And, unfortunately, a number of people will lose their jobs as a result.

Market froth has helped a number of these companies survive. When things do eventually turn, we will, unfortunately, see a lot more companies that once featured prominently in rankings and magazine covers fall by the wayside.

*We previously wrote about Loot Crate here, back in February 2018.

**Dendera, while not a well-known firm in restructuring circles, has been making its presence known in recent chapter 11 filings; it apparently had a role in Eastern Mountain Sports and Energy XXI.

***The full details of the bankruptcy filing aren’t out yet but this seems like a pretty obvious result.

⚡️Here a Sale. There a Sale. Everywhere a Sale Sale! (Long Bankruptcy Code Section 363)⚡️

In a nutshell, bankruptcy code section 363 allows a debtor to sell assets free and clear of liens and encumbrances.

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In other words, a company can sell itself and the buyer can leave a bunch of bad sh*t behind. It’s a powerful tool and helps the buyer avoid any sort of “fraudulent conveyance” liability down the road. We’re seeing a proliferation of 363-based bankruptcy cases. In the last week, for instance, Barneys New York Inc., iPic-Gold Class Entertainment LLC, and Perkins & Marie Callender’s LLC all filed with the intent of pursuing sales (PETITION Note: see, also, Jack Cooper Ventures Inc. below).


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⛽️Halcon Resources Poised to be the Next Oil & Gas Chapter 22 (Long Kerosene)⛽️

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Nearly three years after its last prepackaged plan of reorganization wiped $1.8 billion of debt off of the company’s balance sheet, onshore E&P company, Halcon Resources Corporation ($HKRS), is once again on the bankruptcy courthouse steps with another prepackaged bankruptcy. This company is burning debt like a baaaaaaaaaaaawse.

In the prior bankruptcy, the company eliminated $1b of 13% ‘22 senior secured third lien notes, $316mm of 9.75% ‘20 senior notes, $297mm of 8.875% ‘21 senior notes, $37mm of 9.25% ‘22 senior notes, and $290mm of 8% ‘20 senior convertible notes. The majority of the equity in the reorganized entity went to the third lien noteholders, with other equity going to unsecured holders (15.5%), convertible noteholders (4%) and common stockholders (4%). That equity holds very little value today. The stock traded publicly up until July 23, 2019, when the Nasdaq delisted the company’s shares ($HR) and the stock began trading on OTC pink sheets under the $HKRS symbol.

Meanwhile, here’s what the company’s current debt sitch looked like this as of the most recent 10-Q:


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📽A $5.7mm “Human Error” (Short Bankruptcy Projections)📽

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Never try to cover sh*t up in corporate America. That is f*ck up #1 and a sure-fire way to get yourself pink-slipped. When you screw up in corporate America — and you WILL screw up in corporate America — the right approach is to squelch the temptation to sweep that f*ckup under the rug and, instead, fess up to the mistake with a solution in hand. That last part is key: accepting responsibility isn’t enough. “Responsibility” in corporate America includes having a fix for the issue.

A bit over a week ago, in the Z Gallerie LLC bankruptcy matter, the professionals kinda sorta followed this protocol.

In a statement filed with the bankruptcy court (Docket 464), the company described how it achieved the Herculean feat of selling Z Gallerie’s abysmal business (for ~$20mm) and confirming a plan of confirmation three-months-to-the-day from the petition date.* The company emphasized that it was incentivized to move the cases rapidly to (a) avoid a liquidation trigger under its DIP credit facility, (b) preserve value for the company’s prospective buyer by avoiding a long, drawn-out in-court proceeding that would surely have the effect of leaking value in today’s complex dog-eat-dog retail environment, and (c) “ensure[] that those who provide actual, necessary benefits to the company during its distress are paid in full.” To do this, however, the company had to do a wee bit of forecasting; it had to estimate its administrative claims to ensure that the company would have enough cash at sale closing to satisfy those claims.

The company performed this analysis and, ultimately, the company’s interim CEO declared to the bankruptcy court that, indeed, it, would have enough cash to satisfy priority and administrative claims under the plan (including DIP claims, professional fee claims, and other administrative and priority claims). But, as it turns out — and as PETITION readers know ALL TO WELL from our ongoing review of feasibility projections — forecasts are subject to, from time to time, “significant errors and omissions.” Or, put another way, “human error.” Or put another way, these mathematicians missed their numbers by $5.7mm. Or put ANOTHER way, this case puts the PETITION “Two-Year Rule” in an entirely new light. It’s one thing to realize that your projections are off within two years; it’s an entirely different story to realize you’re off within two months! 😬

So, what happened?

Up until roughly a week ago, the estate had been administered by a “Wind-Down Trust” that had been spearheaded by the company’s CFO. That CFO, however, was apparently too busy auditioning for a new job — uh, serving as DirectBuy’s main “transition” point of contact — to properly administer the trust. In a statement (Docket 465) in which the interim CEO acknowledged that he’s “ultimately responsible” for the estate, he simultaneously goes to great lengths to establish a record of ineptitude on the part of the company’s CFO. He failed to reconcile accounts, he failed to accurately predict invoices from the company’s delivery companies, etc. etc.** This is what the delta looks like:

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💰How are the Investment Banks Doing?(Long Chapter 15s?)💰

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On Sunday, we wrote about the stellar earnings reports from Evercore Inc. ($EVR) and Houlihan Lokey ($HLI). Are they outliers?

Apparently…no.

PJT Partners Inc. ($PJT) reported earnings this week and they, too, knocked it out of the park. The firm reported a 28% increase in revenues YOY ($167mm) and a 35% increase in advisory revenue ($133mm). These guys are killing it. Regarding the restructuring team, CEO Paul Taubman said:

Revenues grew significantly in the second quarter compared to the prior year and are ahead of last year’s levels for the six-month period. Our Restructuring business maintained its leadership position, ranking Number One in US and global completed restructurings for the first half of 2019. Our outlook for the full year remains essentially unchanged, notwithstanding near record low interest rates, historically low default rates and extremely benign credit conditions, we expect restructuring revenues for the full year to be flat to only modestly down. Despite this muted macro backdrop, we are working on an increased number of Restructuring mandates, which should serve us well entering 2020.

In addition to pounding his chest, Mr. Taubman provided some market commentary as well — particularly with respect to the notion that all of the “dry powder” in the market will impact M&A and distressed situations and Europe:


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⚡️Data, Baby, Data (Long Ambitious Lawyers)⚡️

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Man. The hits just keep on coming for retailers. 

First, a callback to 2014. 

Back in 2014, Twilio Inc. ($TWLO) was a lesser known private company that solved a basic problem: it allowed software developers to programmatically make and receive phone calls, send and receive text messages, and perform other communication functions using its web service APIs. In English? It connected businesses to customers. It was the ultimate "be where your customers are" power move: increasingly, customers are writing or reacting to texts. Twilio enables text message blasts to large groups. This was a total game changer for businesses: it gave them an avenue to connect in a more personal way to their customers and rise above the muck of email (PETITION Note: which is not to say that we don't LOVE email). And now Twilio is an a $18b market cap company:


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🕸Spiderman Can’t Save Everyone (Short iPic Entertainment)🕸

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Most moviegoers probably think $17 for a movie ticket is expensive enough and so, more likely than not, they go to the nearby AMC or Regal theater to get their latest shot of Disney-fed superhero drivel. For those who REALLY want to make an event out the movies, however, there is another option: iPic Entertainment Inc’s ($IPIC) “upscale” theater experience. This “experience” includes cocktails, plush pleather couches and waitered food service. All of that pampering can cost upwards of $30/ticket — and that’s just for the movie. Add in the food and this chain probably contributes its fair share to the personal bankruptcy market.

The chain has 123 locations across 16 states, including California, Florida and New York City. How on earth does it make sense to go that route when a month of Netflix costs a fraction of that? Throw in some “chill” and, well, it seems pretty obvious which option has more appeal (insert creepy wink here). Spoiler alert: it ain’t iPIC. 


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😬Securitization Run Amok (Long the ABS Market)😬

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On Sunday, in “💥Securitize it All, We Say💥,” we continued our ongoing “What to Make of the Credit Cycle” series with discussion of, among several other things, Otis, a new startup that intends to securitize cultural assets and collectables like sneakers, comic books, works of art, watches and more. We quipped, “What isn’t getting securitized these days?” If we do say so ourselves, that is a: GOOD. EFFING. QUESTION. Why is securitization all of the rage these days? EVEN. BETTER. EFFING. QUESTION. The answer: YIELD, BABY, YIELD.

Back in early June, Bloomberg’s Brian Chappatta reported on the rise of “esoteric asset-backed securities known as ‘whole business securitizations.’” Restaurant chains with large swaths of franchisees, long-standing operations, and dependable brands, he wrote, are using these instruments to access cheaper financing in a yield-starved market. He wrote:

The securities are about as straightforward as the name implies — franchise-focused companies sell virtually all of their revenue-generating assets (thus, “whole business”) into bankruptcy-remote, special-purpose entities. Investors then buy pieces of the securitizations, which tend to have credit ratings five or six levels higher than the companies themselves, according to S&P Global Ratings. Creditors take comfort in knowing the cash flows are isolated from bankruptcy.

Cumulative gross issuance of whole-business securitizations reached about $35 billion at the end of 2018, compared with about $13 billion just four years earlier, according to S&P. The past two years have been banner years for the structures, with $7.9 billion offered in 2017 and $6.6 billion last year, according to data from Bloomberg News’s Charles Williams.

These structures are contributing to the deluge of BBB-rated supply.


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🍩Forever21 is Forever F*cking Up🍩

On one hand, you have to respect the desire to sure up liquidity by entering into partnerships. On the other hand, well this:


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⚡️What to Make of the Credit Cycle. Part 28. (Long Financial Ingenuity.)⚡️

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Nobody questions that we’re late stage at this point. Lest you have any doubt, consider the following:

1. Enhanced CLOs

Per The Wall Street Journal:

A growing number of money managers are embracing a new strategy designed to benefit from volatility in junk-rated corporate loans, a sign of building worries about riskier borrowers and the market that supports them.

Since November of last year, three different money managers have issued $1.6 billion of so-called enhanced collateralized loan obligations that are set up to hold a much larger amount of loans with extremely low credit ratings than typical CLOs. At least two more managers are expected to follow suit in the coming months.

The emergence of the enhanced CLOs underscores investors’ growing belief the U.S. economy is due for a recession after more than a decade of expansion. It also reflects particular concerns about corporate loans, starting with a decline in their average credit ratings. Since 2011, the amount of loans rated B or B-minus—just above near-rock bottom triple-C ratings—have ballooned to 39% of the market from 17%, according to LCD, a unit of S&P Global Market Intelligence.

CLOs are weird beasts with certain idiosyncratic limitations. As just one example, many CLOs are limited to a portfolio that includes no more than 7.5% of CCC-rated loans. Upon a rash of downgrades during a downturn, this would force these CLOs to sell their holdings, pushing supply into the markets and inevitably driving down loan prices. An opportunistic buyer could stand to benefit from this opportunity. These newly established CLOs won’t have these constraints; they could “stock up to half their portfolios with triple-C debt.

By way of example:

Investors say there is ample evidence that the limited ability of CLOs to hold triple-C loans creates unusual price moves in the $1.2 trillion leveraged loan market.

In one example, the price of a loan issued by the business-services company iQor Holdings Inc. dropped from around 98 cents on the dollar to 85 cents last summer immediately after Moody’s Investors Service and S&P Global Ratings downgraded the loan to triple-C. Data showed CLO holdings of the loan falling sharply at the time.

Ellington Management GroupZ Capital Group and HPS Investment Partners are the funds looking to take advantage of these market moves.

2. Retail CDOs

Ahhhhhh, Wall Street. JP Morgan Chase & Co. ($JPM) apparently wants to expand markets for credit derivatives, including synthetic CDOs. Per the International Financing Review:

The US bank launched its Credit Nexus platform earlier this year, according to a person familiar with the matter. The platform is designed to simplify the cumbersome process investors usually face to trade derivatives, including credit-default swaps, CDS options and synthetic collateralised debt obligations, according to a client presentation obtained by IFR.


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💥Higher Interest Rates Eff Mortgage Originator (Long FED Fear of POTUS). New Chapter 11 Filing - Stearns Holdings LLC💥

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Hallelujah! Something is going on out in the world aside from the #retailapocalypse and distressed oil and gas. Here, Blackstone Capital Partners-owned Stearns Holdings LLCand six affiliated debtors (the “debtors”) have filed for bankruptcy in the Southern District of New York because of…drumroll please…rising interest rates. That’s right: the FED has claimed a victim. Stephen Moore and Judy Shelton must be smirking their faces off.

The debtors are a private mortgage company in the business of originating residential mortgages; it is the 20th largest mortgage lender in the US, operating in 50 states. The debtors generate revenue by producing mortgages and then selling them to government-sponsored enterprises such as Ginnie MaeFannie Mae and Freddie Mac. To originate loans, the debtors require a lot of debt; they also require favorable interest rates. Favorable interest rates = lower cost of residential home purchases = increased market demand and sales activity for homes = higher rate or origination.

Except, there’s been an itsy bitsy teeny weeny problem. Interest rates have been going up. Per the debtors:

The mortgage origination business is significantly impacted by interest rate trends. In mid-2016, the 10-year Treasury was 1.60%. Following the U.S. presidential election, it rose to a range of 2.30% to 2.45% and maintained that range throughout 2017. The 10-year Treasury rate increased to over 3.0% for most of 2018. The rise in rates during this time period reduced the overall size of the mortgage market, increasing competition and significantly reducing market revenues.

Said another way: mortgage rates are pegged off the 10-year treasury rate and rising rates chilled the housing market. With buyers running for the hills, originators can’t pump supply. Hence, diminished revenues. And diminished revenues are particularly problematic when you have high-interest debt with an impending maturity.

This is where the business model really comes into play. Here’s a diagram illustrating how this all works:


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Retail: DTC Disrupting DTC (Short the Notion of Long-Lasting Iconic Brands)

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First, as we've harped on time and time again, enough with the "iconic" nonsense. Charlotte Russe is NOT an iconic brand. Read "Shoe Dog" by Phil Knight and then you'll get a sense of a truly iconic brand. 

But speaking of brands, here is a feature by Noah Brier and Colin Nagy about Tracksmith, an upstart fitness apparel brand geared towards serious-but-still-amateur runners. They take the general view that other players in the space have watered down running apparel with the hope of appealing more broadly to the masses; these folks are more old school, a bit snobby about running, and unapologetic about it. 

We found this bit particularly interesting (check links — 100% spot on):

With the gold rush of direct-to-consumer brands, you get the sense that everyone is trying to quickly slap something together using the same agencies, the same colors, and the same paid Instagram strategy. But building strong core muscles and doing something that can stand for a long period of time requires taking some deliberately contrarian positions.

It's true. The ease with which one can start a business today with virtually no infrastructure (PETITION Note: yes, we get that this comment is mildly meta), has created a deluge of purported “brands” all seeking to leech hard-earned dollars out of your pockets as you have a fleeting moment of insecurity-inducing scroll-based FOMO upon the umpteenth picture of your ex-boyfriend with his goddess new girlfriend tanning on a yacht off the coast of Costa Rica clanking bottles with f*cking Jennifer Lawrence as you dive into the misplaced hope that retail therapy will help you feel better(!) about how you're "living the dream" -- but, like, not, really -- because your existence is literally accounted for in six minute increments while you're red-lining changes to the memo that you submitted when it was due two weeks ago and the partner only just now got around to reviewing it despite it being oh-such-an-emergency when it forced you to miss your bestie's birthday party, all the while wondering “what’s the f*cking point” considering you have no clue how you’re possibly going to compete to make partner against that trust-fund broheim who rowed crew at Princeton, with whom the Department Head (who is on his fifth wife) isn’t #MeToo-afraid to go out to drinks and dinner with, who needn’t worry, five years from now, about going through IVF while also working bone-crushing hours or, if successful, ducking off into a dark dank closet to pump while on a conference call leaning up against a bucket and mop set with a stronger personality than the junior partner who is still single, still living in his one bedroom West Village apartment he had in law school, and has an empathy quotient on par with a bowling ball, all while it's 75 degrees outside, there's not a cloud in the sky, and there are people far worse-paid-but-far-happier enjoying their life out in Madison Square Park. Damn Instagram feeds with those damn shiny photos of DTC brands. There goes $4,279. 🖕🖕🖕🖕🖕🖕

But we digress.

Back to DTC...

The first wave of DTC were disruptive and interesting. The Caspers and Warbys of the world. The second wave were perhaps a bit more opportunistic, chasing the gold rush of capital and seemingly less interested in the intangible magic that makes a long-standing and iconic brand. (See: the inherent contradiction with things like Brandless.) But perhaps a third wave of these types of brands can balance a heartbeat with the spirit that goes into a category disruptor.

And as more and more of these zombie, grown-in-a-lab DTC brands pile up (and subsequently drive up the CPMs of social advertising even more), those companies that actually have a vision will be the ones around to be handed down.

We have no crystal ball and cannot predict what will be handed down but the "drive up the CPMs of social advertising even more" bit is on point and potentially devastating to all of those retailers out there whose stated strategy is to deploy more resources to social marketing. The cover charge for that is getting far more onerous as Facebook Inc. ($FB) limits supply amidst fervent demand. Indeed, the over-saturation of social is leading to a dramatic shift in customer-acquistion-strategies, with DTCs spentding $3.8b on TV ads last year — an increase of 60% over 2017. It's gotten so hard to stick out……..


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