New Chapter 11 Bankruptcy Filing - Triangle Petroleum Corporation

Triangle Petroleum Corporation

May 8, 2019

If it walks like a chapter 22 and quacks like a chapter 22…it…may…notactually…be a chapter 22??

Triangle Petroleum Corporation (“TPC”) filed a prepackaged plan of reorganization with the District of Delaware to consummate a balance sheet restructuring. TPC is an independent energy holding company with a focus on the Williston Basin of North Dakota; its assets include a joint venture interest in Caliber Midstream Holdings LP, a midstream services company, leases of commercial and multi-unit residential buildings in North Dakota, and net operating losses. On the debt side of the balance sheet, the company had a $120mm 5.0% convertible promissory note issued to NGP Triangle Holdings, LLC (“NGP”).

So, what’s up with that convertible note? Wholly-owned direct or indirect subsidiaries of TPC — including Triangle USA Petroleum Corporation — filed for bankruptcy back in June 2016 to address their capital structure and, in the course of confirming a plan of reorganization, wiped out their stock. That stock, naturally, was an asset of TPC and, consequently, the New York Stock Exchange delisted TPC, constituting a “Fundamental Change,” under the note and triggering a requirement that TPC repurchase the convertible note for $154mm. TPC didn’t do so. Upon failing to do so, TPC triggered an event of default. Subsequently, J.P. Morgan Securities LLC (“JPMS”) purchased the note from NGP.

Thereafter, as part of discussions about a forbearance, JPMorgan Chase Bank NA provided the company with a term loan and the company and JPMS amended and restated the convertible note, granting JPMS a second lien in the process. JPMS, however, ultimately concluded that forbearing to nowhere wasn’t exactly a great strategy and so the chapter 11 filing will leave the term loan unimpaired, swap JPMS’ second lien secured note for 100% of TPC’s equity, ride through (what is a de minimis amount of) unsecured claims and wipe out equity, which had been trading over the counter. As of the petition date, the company had $2mm outstanding under the term loan and $167mm outstanding under the newly secured note.

Given that JPMS is the only voting party, this is a pretty easy plan to effectuate. Suffice it to say, JPMS voted yes to the prepackaged plan which means, going forward, it will own the interests in Caliber, Bakken Real Estate and, significantly, the valuable net operating losses.

  • Jurisdiction: D. of Delaware (Judge Walrath)

  • Capital Structure: see above.

  • Professionals:

    • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Kelley Cornish, Alexander Woolverton) & (local) Young Conaway Stargatt & Taylor LLP (Pauline Morgan, Andrew Magaziner, Shane Reil)

    • Board of Directors: Gus Halas, James Shein, Randal Matkaluk

    • Financial Advisor: Development Specialists Inc. (Mark Iammartino)

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

  • Other Parties in Interest:

    • Prepetition Lender: JPMorgan Chase Bank NA & J.P. Morgan Securities LLC

      • Legal: Duane Morris LLP (Lawrence Kotlar, Joel Walker)

New Chapter 11 Bankruptcy Filing - Kona Grill Inc. ($KONA)

Kona Grill Inc.

April 30, 2019

Let’s be honest: we’ve given this sh*t stain of a company far too much coverage given its size. Yet, it’s part of a broader casual dining narrative that is important to follow and, significantly, we took it upon ourselves to highlight how this thing was SO CLEARLY headed towards bankruptcy a year ago considering the company is (somewhat inexplicably) publicly-traded ($KONA). We first mentioned it in this Members’-only piece in April 2018. We dug deeper in this Members’-only briefing on August 2018. Additional mentions came here, here, here (“…there is no way this thing DOESN’T end up in bankruptcy court soon. It just blew out its board. It is on to its umpteenth CEO in a matter of years. Revenues fell 15.7% in the most recent reported quarter. Same-store sales fell 14.1%. 14.1%!!!! It’s just a matter of ‘when’ at this point.”), and, finally, as recently as April 28, 2019, here, wherein we wrote “[s]tick a fork in it.

Well, stick a fork in it, indeed. The company and several affiliated companies are now chapter 11 debtors in the District of Delaware.

To refresh your recollection, the company is a casual dining restaurant chain with 27 locations (down from 40+ locations when we first started discussing the company over a year ago). “The restaurants feature contemporary American favorites, award-winning sushi and an extensive selection of alcoholic beverages.” Award winning sushi, huh? We did some googling and were unable to ascertain which fine organization conferred upon Kona Grill Inc. an award for its fine sushi. But we digress.

As you might expect from such a long-time-coming sh*t show, the debtors’ first day filing papers are pure comedy chock full of hyperbolic bull sh*t. It’s amusing what the debtors say and it’s laughable what they don’t say. The first day declaration reads like marketing materials: it states that the company offers “an upscale contemporary ambience” with an “exceptional” dining experience and a “legendary” happy hour. The fact that this company is in bankruptcy belies the claim that the experience is exceptional. As for legend, Arya Stark is a legend; Tony Stark is a legend. Michael Jordan is a legend. Kona Grill has a bar that serves drinks. We can assure you with 100% certainty that there is absolutely nothing legendary about it. Indeed, revenues in fiscal ‘18 were $156.9mm, down 12.4% YOY, and, as of the petition date, the company had a meaningfully non-legendary $1.2mm of cash on hand. Legendary, our a$$es.

The company is party to a $33.2mm credit agreement split between a revolving loan and a term loan and has been in a state of perpetual amendment since Q1 2017. The company also owes unsecured trade creditors $8mm.

Why is the company in bankruptcy? Here’s where we get comedy by omission. Yes, sure, they acknowledge that they doubled their restaurants between ‘13 and ‘17, spent a ton on marketing to reverse negative same-store sale trends, and then engaged in an ill-advised stock repurchase program in 2016/2017, further draining much needed liquidity. Thereafter, the company was forced to deploy the standard playbook: cease opening new locations, shutter some underperforming stores (PETITION Note: the company filed a motion seeking to reject 18 leases already), fire people, cut back on training and staffing, etc. G-d help the people who actually ate there during this period: we can only imagine what happened to the food quality. What the company doesn’t say, though, is that there has been a revolving door of CEOs. We suppose the debtors ought to be commended for not completely throwing prior management teams under the bus. This may have something to do with active lawsuits between the company and a former CEO.

What’s crazy is that the company didn’t hire a banker until March 2019. This is a company that should have been marketed long ago. Notably, there’s no stalking horse buyer lined up. And while the company does have a commitment from KeyBank for $39.2mm of DIP financing (of which only $6mm is new money), the company also has a hard deadline of August 9, 2019 to avoid a default. Will it be able to find a buyer now?

We suppose we’ll find out how “legendary” things are after all.

  • Jurisdiction: D. of Delaware (Judge )

  • Capital Structure: $33.2mm

  • Professionals:

    • Legal: Pachulski Stang Ziehl & Jones LLP (James O’Neill, John Lucas, Jeremy Richards)

    • Financial Advisor/CRO: Alvarez & Marsal LLC (Christopher Wells, Jonathan Tibus)

    • Investment Banker: Piper Jaffrey

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

  • Other Parties in Interest:

    • DIP Agent: KeyBank National Association

      • Legal: Buchanan Ingersoll & Rooney PC (Mary Caloway)

⛽️New Chapter 11 Bankruptcy Filing - Jones Energy Inc.⛽️

Jones Energy Inc.

April 14, 2019

Austin-based independent oil and natural gas E&P company, Jones Energy Inc., filed a prepackaged chapter 11 bankruptcy to restructure its $1.009b of debt ($450mm senior secured first lien notes and $559mm unsecured notes across two tranches). In case you didn’t realize, oil and gas exploration and production is a capital intensive business.

The company operates primarily in the Anadarko Basin in Oklahoma and Texas. Its territory is the aggregation of acreage accumulated over the years, including the 2009 purchase of Crusader Energy Group Inc. out of bankruptcy for $240.5mm in cash.

We’re not going to belabor the point as to why this company is in bankruptcy: the narrative is no different than most other oil and gas companies that have found their way into bankruptcy court over the last several years. Indeed, this chart about sums things up nicely:

Screen Shot 2019-04-05 at 2.29.01 PM.png

It’s really just a miracle that it didn’t file sooner. Why hadn’t it? Per the company:

…the Debtors consummated a series of liquidity enhancing transactions, including equity raises, debt repurchases, strategic acquisitions, non-core asset sales, and modifications of their operations to reduce their workforce and drilling activities. This included a Company-wide headcount reduction in 2016 resulting in the termination of approximately 30% of the Debtors’ total workforce, as well as halting drilling activity spanning several months during the worst of the historic commodity downturn.

But…well…the debt. As in, there’s too much of it.

Screen Shot 2019-04-05 at 2.56.24 PM.png

And debt service costs were too damn high. In turn, the company’s securities traded too damn low:

Source: Disclosure Statement

Source: Disclosure Statement

What’s more interesting here is the process that unfolded. In February 2018, the company issued $450mm of 9.25% ‘23 senior secured first lien notes. The proceeds were used to repay the company’s senior secured reserve-based facility and eliminate the restrictive covenants contained therein. The company also hoped to use the proceeds to repurchase some of its senior unsecured notes at a meaningful discount to par. In a rare — yet increasingly common — show of unity, however, the company’s unsecured lenders thwarted these efforts by binding together pursuant to a “cooperation agreement” and telling the company to take its pathetic offer and pound sand. (PETITION Note: its amazing what lenders can achieve if they can solve for a collective action problem). This initiated a process that ultimately led to the transaction commemorated in the company’s announces restructuring support agreement.

So what now? The senior secured lenders will equitize their debt and come out with 96% of the common stock in the reorganized entity. Holders of unsecured debt will get 4% equity and warrants (exercisable for up to a 15% ownership stake in the reorganized company), both subject to dilution by equity issued to management under a “Management Incentive Plan.” The company has a commitment for $20mm of exit financing lined up (with the option for replacement financing of up to $150mm).

Hopefully the company will have better luck without the albatross of so much debt hanging over it.

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

  • Capital Structure: $450mm 9.25% ‘23 senior secured first lien notes (UMB Bank NA), $559mm 6.75% ‘22 and 9.25% ‘23 unsecured notes (Wells Fargo Bank NA)

  • Professionals:

    • Legal: Kirkland & Ellis LLP (James Sprayragen, Christopher Marcus, Brian Schartz, Anthony Grossi, Ana Rotman, Rebecca Blake Chaikin, Mark McKane, Brett Newman, Kevin Chang) & (local) Jackson Walker LLP (Matthew Cavenaugh, Jennifer Wertz)

    • Independent Directors: Tara Lewis, L. Spencer Wells

    • Financial Advisor: Alvarez & Marsal LLC (Ryan Omohundro)

    • Investment Banker: Evercore Group LLC (Daniel Aronson)

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

  • Other Parties in Interest:

    • Ad Hoc Group of First Lien Noteholders

      • Legal: Milbank LLP (Dennis Dunne, Evan Fleck, Michael Price) & (local) Porter Hedges LLP (John Higgins, Eric English, Genevieve Graham)

      • Financial Advisor: Lazard Freres & Co. LLC

    • Ad Hoc Group of Crossover Holders

      • Legal: Davis Polk & Wardwell LLP (Brian Resnick, Benjamin Schak) & (local) Haynes and Boone LLP (Charlie Beckham, Kelli Norfleet)

      • Financial Advisor: Houlihan Lokey Capital Inc.

    • Metalmark Capital LLC

      • Legal: Vinson & Elkins LLP (Andrew Geppert, David Meyer, Jessica Peet, Michael Garza)

Updated 4/15/19 2:05 CT

🖥New Chapter 11 Bankruptcy Filing - Collective Inc. (Visto)🖥

Collective Inc. (Visto)

November 29, 2018

Adtech isn’t exactly known for its sexiness. SaaS (software-as-a-service), on the other hand, has been on fire lately. “Recurring revenue” is everyone’s jam these days (yes, even ours) and SaaS products are the key drivers of recurring revenue. This would explain some of the REDONKULOUS multiples that we’ve been seeing of late in the SaaS space. Just last week SAP purchased Qualtrics, a Utah-based provider of experience management software, for $8b, or 23x TTM revenue. That’s no typo: 23x!

Source:  tomtunguz.com

Of course, none of these companies, to our knowledge, was an adtech company. So, what is the market for a SaaS adtech company? Collective Inc. a/k/a Visto is about to find out.

Collective Inc. is a SaaS company that…

“…allows brands, advertising agencies, and advertisers to purchase and place advertising and monitor and evaluate data with respect thereto. Collective also offers managed services to media and publisher clients, where Collective employees provide proposals to clients, and then implement and monitor advertising campaigns for those clients.

It was once a high-flying startup that grew to $174mm in revenues in 2013 and was on the verge of an IPO. But…

within the next twelve months and before any IPO went to market, Collective began experiencing a downturn in its traditional managed service business due to a significant decrease in buys from large advertising agency holding companies who were beginning to build their own internal advertising trading desks to buy digital ads themselves instead of using companies like Collective to buy it for them. As a result, the IPO was pulled.

Consequently, Collective pivoted to SaaS; it is now finding that transition to be costly and ineffective; its net loss in 2017 was $15.7mm; and, so, it needs a lifeline. Collective is lucky that the secured lender and agent on its $26mm credit facility ($17.285mm funded), National Electric Benefit Fund (“NEBF”) and RCP Advisors 2 LLC, respectively, are patient. They have been largely forgiving as Collective runs a sale process that has largely been a failure.

Now, though, the company has filed for chapter 11 to effectuate a 363 sale that will convey its assets to a prospective buyer “free and clear” of prior liens and encumbrances. Zeta Global Holdings Corp. emerged as a stalking horse purchaser and the proposed purchase price is an all-(Zeta)-stock transaction worth approximately $15mm. NEBF will fund the case via a $4mm DIP.

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

  • Capital Structure: $26mm debt (National Electric Benefit Fund)

  • Company Professionals:

    • Legal: Wilmer Cutler Pickering Hale and Dorr LLP (Andrew Goldman, Nancy Manzer, Benjamin Loveland)

    • Investment Banker: Oaklins DeSilva & Phillips LLC

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

  • Other Parties in Interest:

    • Lender: National Electric Benefit Fund

      • Legal: Troutman Sanders LLP (Brett Goodman, W. Peter Beardsley)

    • Official Committee of Unsecured Creditors

      • Legal: Cullen and Dykman LLP (Michelle McMahon, Nicole Stefanelli)

Updated 1/11/19

New Chapter 11 Bankruptcy Filing - LBI Media Inc.

LBI Media Inc.

November 21, 2018

Happy Thanksgiving y’all!! LBI Media Inc. and several affiliates FINALLY filed for bankruptcy today in the District of Delaware after years of questions about its financial health. The company is a privately held minority-owned Spanish-language broadcaster that owns or licenses 27 Spanish-language television and radio stations in the largest US markets; it services the largest media markets in the nation, including Los Angeles, New York City, Chicago, Miami, Houston and Dallas. It is also a victim of disruption.

The company notes that it has “faced the market pressures that have broadly affected U.S. television and radio broadcasters, including the 2008 recession and the diversion of advertising spend by companies to digital media.” Insert Facebook Inc. ($FB) here. That’s not all, though, of course: the company is also hampered by “a substantial debt load and corresponding interest expense obligations” which has stunted LBI’s financial performance, ability to invest and grow, and liquidity.

To address this situation, the company obtained an investment from its now-DIP lender, HPS Investment Partners, in April 2018 for a new first lien credit facility. This provided the company with much needed liquidity and, in turn, briefly extended the company’s runway out of bankruptcy court. The “make-whole” provision attached to the facility, however, became the subject of much controversy and an ad hoc group of second lien noteholders sued in New York state court for an injunction to hinder the transaction. Ultimately, the state court denied the noteholders.

But…but…the noteholders persisted. And this, apparently, left a bitter taste in the mouth’s of company management (and its counsel). Junior Noteholders, meet bus. 🚌🚌 The company notes:

Following the closing of the transaction, LBI sought to continue its growth efforts. However, such efforts were weakened by the Junior Noteholder Group, which continued to litigate against the Company, its founder and CEO, and HPS, the Company’s sole senior lender. The Junior Noteholder Group commenced multiple lawsuits, and threatened several more, distracting management from operations. These actions and threats not only hindered the Debtors’ efforts to improve their operations, but certain actions, including seeking to enjoin the first lien financing, risked pushing LBI into a precipitous freefall bankruptcy.

When coupled with the Debtors’ tightening liquidity (which was exacerbated by the expense of the Junior Noteholder Group litigation), the Junior Noteholder Group’s actions made it substantially more difficult for LBI to achieve the growth it had hoped for, and the Company determined that a comprehensive reorganization may be necessary.

Thereafter, settlement talks with the Junior Noteholders proved unsuccessful and, now, therefore, the company marches into bankruptcy court with a Restructuring Support Agreement (“RSA”) in hand with HPS whereby, subject to a “fiduciary out,” HPS will serve as (prearranged but hardly set in stone) Plan sponsor and swap its $233mm first lien senior secured notes for a majority equity interest in the company. The Plan — which at the time of this writing isn’t on the docket yet — reportedly provides for recoveries for other “supporting” constituencies. What’s that we hear? IT’S A (DEATH) TRAP!?!

(PETITION NOTE: for the uninitiated, a “death trap plan” is an inartful term for when the Debtor proposes and the senior lenders allows a recovery to trickle down the “priority waterfall” to junior lenders but only on account of said junior lenders’ support of, or vote for, the proposed Plan. In essence, its consideration for dispensing with “holdup value.” A “fiduciary out” gives the Debtor flexibility to, despite the RSA, agree to an alternative transaction that bests the HPS transaction without penalty or the need to pay a “break-up fee.”).

The plan provides the company with 75-day period to run a marketing process. While the company will market the company to potential strategic and financial investors, it is also making overtures to the Junior Noteholders to take out HPS’ claim(s) (without needing to satisfy the make-whole) and become the Plan sponsor such that it could walk away with 100% equity in the company.

All of which is to say: don’t let the terms “RSA” and “Plan” fool you. This is far from a consensual case being presented to the Bankruptcy Court Judge wrapped up in a shiny bow. The Junior Noteholders have been fighting the company and HPS for months: there is no reason to suspect that that will stop now merely because the company is a chapter 11 debtor.

  • Jurisdiction: D. of Delaware (Judge Lane)

  • Capital Structure: $233mm 10% ‘23 senior secured notes, $262mm 11.5/13.5 ‘20 PIK toggle second priority secured notes, $27.95mm 11% ‘22 PIK unsecured Intermediate senior Holdco notes (TMI Trust Company), $8.46mm 11% ‘17 unsecured Holdco notes (U.S. Bank NA)    

  • Company Professionals:

    • Legal: Weil Gotshal & Manges LLP (Ray Schrock, Garrett Fail, David J. Cohen) & (local) Richards Layton & Finger PA (Daniel DeFranceschi)

    • Board of Directors: Jose Liberman, Lenard Liberman, Winter Horton, Rockard Delgadillo, Peter Connoy, Neal Goldman

    • Financial Advisor: Alvarez & Marsal North America LLC

    • Investment Banker: Guggenheim Securities LLC

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

  • Other Parties in Interest:

    • Prepetition First Lien & DIP Lender: HPS Investment Partners LLC ($38mm)

      • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Paul Basta, Jeffrey Safferstein, Sarah Harnett) & (local) Young Conaway Stargatt & Taylor LLP (Pauline Morgan, M. Blake Cleary)

    • First Lien Trustee: Wilmington Savings Fund Society FSB

      • Legal: Morrison & Foerster (Jonathan Levine) & (local) Ashby & Geddes PA (William Bowden)

    • Collateral Trustee for First Lien Notes: Credit Suisse AG

      • Legal: Locke Lorde LLP (Juliane Dziobak)

    • Ad Hoc Group of (Junior) Second Lien Noteholders

      • Legal: Willkie Farr & Gallagher LLP (Rachel Strickland)

    • Ad Hoc Group of Holdco Noteholders

      • Legal: Landis Rath & Cobb LLP (Matthew McGuire)

Updated 11/21/18 at 8:27 CT

New Chapter 11 Filing - Adeptus Health Inc.

Adeptus Health Inc.

  • 4/19/17 Recap: Publicly-traded ($ADPT) Texas-based for-profit hospital operator filed for bankruptcy to effectuate a sale of the business to Deerfield Management Company. The company blames significant working capital needs, challenges with revenue cycle management, and reduced utilization and patient volume for its filing. Deerfield is providing the company a $45mm DIP credit facility. 
  • Jurisdiction: N.D. of Texas
  • Capital Structure: $212.75mm total debt. $61.9mm RCF (Bank of America), $132mm TL (A-1 and A-2, latter with Goldman Sachs Lending Partners), $13.09mm LOC (Bank of America), $7.5mm bridge loan (Deerfield Management Company)    
  • Company Professionals:
    • Legal: Norton Rose Fulbright LLP (Louis Strubeck Jr., Kristian Gluck, John Schwartz, Liz Boydston, Timothy Springer)
    • Financial Advisor/CRO: FTI Consulting (Andrew Hinkelman)
    • Investment Banker: Houlihan Lokey Capital Inc.
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Deerfield Management Company LP
      • Legal: Katten Muchin Rosenman LLP (Peter Siddiqui, Paige Barr)
    • MatlinPatterson Global Opportunities Master Fund LP
      • Legal: Ropes & Gray LLP (Mark Somerstein, Keith Woffard) & (local) Porter Hedges LLP (John Higgins, Joshua Wolfshohl)
    • Wexford Spectrum Investors LLC and Debello Investors LLC
      • Legal: Winstead PC (Phillip Lamberson, Rakhee Patel, Annmarie Chiarello)
    • Healthcare Ombudsman: Daniel McMurray
      • Legal: Neubert, Pepe & Monteith PC (Mark Fishman) & (local) Quilling Selander Lownds Winslett & Moser PC (Joshua Shephard)
      • Medical Operations Advisor: Focus Management Group USA (Daniel McMurray, James Grobmyer, Angeline Bernard, Sandra Casper)
    • Official Committee of Unsecured Creditors
      • Legal: Akin Gump Strauss Hauer & Feld LLP (Sarah Link Schultz, Marty Brimmage, David Botter, Alexis Freeman)
      • Financial Advisor: CohnReznick LLP (Chad Shandler)
    • Official Committee of Equity Security Holders
      • Legal: Brown Rudnick LLP (Edward Weisfelner, Bennett Silverberg, Jeffrey Jonas) & Winstead PC (Rakhee Patel, Phil Lamberson)
      • Financial Advisor: Miller Buckfire & Co. LLC & Stifel Nicolaus & Co. (Richard Klein)

Updated 7/13/17

New Chapter 11 Filing - Gordmans Stores Inc.

Gordmans Stores Inc.

  • 3/13/17 Recap: Clearly Warren Buffett doesn't own this dog. The Omaha, NE-based publicly-traded (GMAN) specialty retailer (apparel and home fashions) with 72 stores in 16 states (according to PE sponsor Sun Capital Partners) or 106 stores in 22 states (according to the company) filed bankruptcy to continue the 5-month long evisceration of Sun Capital Partners' retail portfolio. Oh, and liquidate. Choice quote: "It is likely that other retailers may commence chapter 11 cases in the near term, as retail is set to replace the troubled oil and gas industry as the most distressed sector this year." Just in case anyone is scratching their heads as to how this liquidation could possibly be happening, note that e-commerce made up less than 1-percent of the Company's sales. This REALLY begs the question: what value was Sun Capital Partners bringing to the table? Do they not have operating partners? Sheesh.
  • Jurisdiction: D. of Nebraska
  • Capital Structure: $68.75mm RCF (Wells Fargo) + $31.25mm RCF (PNC Bank NA) of which $29mm in total outstanding, $30mm TL (Wells Fargo - $15mm, Pathlight - $7.5mm & Gordon Brothers Finance - $7.5mm)($27.9mm outstanding). 
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (Jayme Sprayragen, Patrick Nash, Brad Weiland, Jamie Netznik, Alexandra Schwarzman) & Kutak Rock LLP (Lisa Peters, Jeffrey Wegner)
    • Financial Advisor: Clear Thinking Group LLC (Joseph Marchese)
    • Investment Banker: Duff & Phelps Securities LLC (Joshua Benn)
    • Proposed Stalking Horse Liquidators: Tiger Capital Group LLC & Great American Group LLC
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Wells Fargo Bank, NA
      • Legal: Riemer & Braunstein LLP (Donald Rothman, Steven Fox) & Greenberg Traurig LLP (Jeff Wolf) & (local) Croker Huck Kasher DeWitt Anderson & Gonderinger LLP (Robert, Gonderinger, David Skalka)
    • Sponsor: Sun Capital Partners
      • Legal: Morgan Lewis & Bockius LLP (Neil Herman)
    • Potential Bidder: Hilco Merchant Resources LLC & Gordon Brothers Retail Partners LLC
      • Legal: Paul Hastings LLP (Chris Dickerson, Matthew Murphy, Marc Carmel) & (local) Telpner Peterson Law Firm LLP (Charles Smith, Nicole Hughes)
    • Official Committee of Unsecured Creditors
      • Legal: Frost Brown Todd LLC (Ronald Gold, Douglas Lutz, Adam J. (A.J.) Webb) & (local) Koley Jessen PC (Brian Koenig)
      • Financial Advisor: Province Inc. (Paul Huygens)

Updated 4/14/17

 

 

 

New Chapter 11 Filing - EMAS Chiyoda Subsea Limited

EMAS Chiyoda Subsea Limited

  • 2/28/17 Recap: Some offshore blood here. The Houston-based deepwater subsea construction service company (which sounds pretty bada$$ btw) suffered from declining revenue and cash flow (read: declining demand), high costs and increasingly limited access to credit. Hence, bankruptcy. With the benefit of a $90mm dual-tranche DIP, the Company will sell its marine base in Texas and otherwise use bankruptcy to restructure the balance sheet.
  • Jurisdiction: S.D. of Texas
  • Capital Structure: $480mm secured debt & $175mm unsecured debt    
  • Company Professionals:
    • Legal: Skadden Arps (George Panagakis, Justin Winerman, Robert Fitzgerald) & (local) Porter Hedges LLP (John Higgins, Joshua Wolfshohl, Eric English, Brandon Tittle)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Tranche A Lender (Subsea 7 Finance UK PLC)
      • Legal: Arnold & Porter Kaye Scholer (Mark Liscio) & (local) Freshfields Bruckhaus Deringer (Linda Martin)
    • Tranche B Lender (Chiyoda Corp.)
      • Legal: White & Case LLP (Roberto Kampfner) & (local) Haynes & Boone LLP (Charles Beckham Jr.)
    • DNB Bank ASA, Singapore Branch (agent and security trustee)
      • Legal: Milbank Tweed Hadley & McCloy (Dennis Dunne, Tyson Lomazow, Nelly Almeida) & (local) Haynes & Boone LLP (Bradley Foxman)

Updated 3/26/17

New Chapter 11 Filing - AtopTech Inc.

AtopTech Inc.

  • 1/13/17 Recap: Tech company in the midst of infringement lawsuit files for bankruptcy to, among other things, effectuate a 363 sale.
  • Jurisdiction: D. of Delaware 
  • Capital Structure: $472k secured debt (Silicon Valley Bank)    
  • Company Professionals:
    • Legal: Dorsey & Whitney LLP (Eric Lopez Schnabel, Janet Weiss, Stephen O'Neill, Jessica McKinley, Alessandra Glorioso, Robert Mallard, Robert Franklin, Thomas Hwang)
    • Investment Banker: Cowan & Company (Randy Lederman, Thomas Stierwalt, Patrick Fraley, Charles Tudor, Vance Tuminelli)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
    • Other Parties in Interest:
      • Synopsys Inc.
        • Legal: Jones Day LLP (Krista Schwartz, Richard Wynne, Patrick Michael, Joshua Morse, Stacey Corr-Irvine, Peter Saba, Monika Weiner) & (local) Morris Nichols Arsht & Tunnell LLP (Derek Abbott)
      • Draper Athena Management Co., Ltd.
        • Legal: Shearman & Sterling LLP (Fredric Sosnick, Foteini Teloni)

Updated 4/2/17

New Chapter 11 Filing - Homer City Generation, L.P.

Homer City Generation

  • 1/11/17 Recap: Pennsylvania-based GE-owned power company with three coal-fired electric power generating units files a prepackaged Chapter 11 to effectuate a deal to turnover the company's assets to its sale leaseback debtholders.  
  • Jurisdiction: D. of Delaware
  • Capital Structure: $147mm '19 8.137% senior secured notes, $466mm '26 8.734% senior secured notes (Bank of New York Mellon)
  • Company Professionals:
    • Legal: Richards Layton & Finger PA (Mark Collins, Russell Siberglied, Paul Heath, Joseph Barsalona II, Andrew Dean)
    • Financial Advisor: Zolfo Cooper (John Boken)
    • Investment Banker: PJT Partners Inc. (Mark Buschmann, John Singh)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Ad Hoc Group of First Lien Bondholders:
      • Legal: O'Melveny & Meyers LLP (George Davis, Andrew Parlen, Matthew Kremer, Joseph Zujkowski) & (local) Young Conaway (Sean Beach)
      • Financial Advisor: Charles River Associates
      • Investment Banker: Houlihan Lokey 
    • Bank of New York Mellon
      • Legal: Emmet, Marvin & Marvin LLP (Thomas Pitta)
    • General Electric
      • Legal: Weil (Robert Lemons, Sunny Singh) & (local) Reed Smith LLP (Kurt Gwynne)

Updated 1/23/17

New Filing - Lensar Inc.

Lensar Inc.

  • 12/16/16 Recap: Florida-based medical technology company that manufacturers lasers deployed in cataract surgeries filed for bankruptcy to effectuate a debt-for-equity swap with its senior lender (and DIP lender), PDL BioPharma Inc., a publicly-traded company that manages a portfolio of biotech, pharma and med-device products. A main objective of the case will be to protect approximately $125mm of NOLs. 
  • Jurisdiction: D. of Delaware
  • Capital Structure: ~$60mm debt     
  • Company Professionals:
    • Legal: Ballard Spahr LLP (Matthew Summers, Vincent Marriott, Paul Harner)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name above for docket)
  • Other Parties in Interest:
    • DIP Lender: PDL BioPharma Inc.
      • Legal: Gibson Dunn & Crutcher LLP (Jeffrey Krause, Genevieve Weiner, Sam Newman)

Updated 1/20/17

New Filing - Illinois Power Generating Company

Illinois Power Generating Company

  • 12/9/16 Recap: Wholly-owned subsidiary of Dynegy Inc. files for Chapter 11 to effectuate a prepackaged plan of reorganization that has significant support from noteholders - just not enough support to avoid a filing. Top unsecured creditors include a who's who of recent restructuring favorites like Peabody Energy and Arch Coal.  
  • Jurisdiction: S.D. of Texas
  • Capital Structure: $825mm of total funded debt. $300mm '18 7% senior notes, $250mm '20 6.3% senior notes, $275mm '32 7.95% senior notes     
  • Company Professionals:
    • Legal: Latham & Watkins LLP (D.J. Baker, Caroline Reckler, Kim Posin, Josef Athanas, Jeffrey Mispagel) & (local) Andrews Kurth Kenyon LLP (Robin Russell, Timothy A. Davidson, Joseph Buoni, Ashley Harper)
    • Financial Advisor: Ducera Partners LLC (Derron Slonecker, Mark Davis, Adrian Reiter) & Waterloo Capital Management Inc. (Jeff Hunter)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Ad Hoc Group of Consenting Noteholders (Caspian Capital LP, Farmstead Capital Management LLC, Lord Abbett & Co. LLC, Pacific Investment Management Company LLC, Venor Capital Management)
      • Legal: Willkie Farr & Gallagher LLP (Jennifer Hardy, Joseph Minias, Weston Eguchi)
    • Parent Company: Dynegy Inc.
      • Legal: White & Case LLP (Thomas Lauria, Matthew Brown)

Updated 3/26/17

New Filing - La Paloma Generating Company LLC

La Paloma Generating Company LLC

  • 12/06/16 Recap: California-based (NW of LA) nat-gas fired merchant power provider that services SoCal files for bankruptcy citing a litany of reasons: (i) adverse market for nat-gas fired electricity given the rise of wind and solar power in CA; (ii) the regulatory environment; (iii) cap and trade; (iv) its unsustainable debt load; and (v) the army of O'Melveny lawyers servicing the deal. Okay, not the last part but see below: that sure is a surge of (man)power. 
  • Jurisdiction: D. of Delaware
  • Capital Structure: $524mm of total funded debt. $35mm '20 1st lien (BofA), $292mm '20 1st lien TL (BofA), $110mm '20 second lien TL (Sun Trust), $87mm '19 LPAC TL, $34mm LOCs (SunTrust)     
  • Company Professionals:
    • Legal: O'Melveny & Meyers LLP (John Rapisardi, George Davis, Peter Friedman, Diana Perez, Andrew Sorkin, Matthew Kremer, Valerie Cohen) & (local) Richards Layton & Finger PA (Mark Collins, Jason Madron, Andrew Dean) & (conflicts counsel) Curtis Mallet-Prevost Colt & Mosle LLP (Steven Reisman, Turner Smith, Peter Behmke, Cindi Giglio)
    • Financial Advisor: Alvarez & Marsal LLC (Emmett Bergman)
    • Investment Banker: Jefferies LLC (Jeffrey Finger)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Sponsor: EIG Global Partners LLC (Niranjan Ravindran)
    • First Lien Lender: Bank of America
      • Legal: Moore & Van Allen (David Eades, Glenn Huether) & (local) Buchanan Ingersoll & Rooney PC (Mary Caloway, Kathleen Murphy)
    • Ad Hoc Group of Second Lien Noteholders
      • Legal: Morgan Lewis & Bockius LLP (Glenn Siegel, Joshua Dorchak, Elaine Fenna, Jody Barillare)
    • Second Lien Lender: Sun Trust Bank
      • Legal: King & Spalding LLP (Sara Borders, Thaddeus Wilson) & (local) Morris James LLP (Stephen Miller)
    • 1st Lien Debtholder: Beal Bank USA (LNB)
      • Legal: White & Case LLP (Thomas Lauria, Christopher Shore) & (local) Fox Rothschild LLP (Jeffrey Schlerf)
    • Collateral Agent: Bank of New York Mellon
      • Legal: Bryan Cave LLP (Stephanie Wickouski, Michelle McMahon)

Updated 12/29/16

New Filing - Xtera Communications Inc.

Xtera Communications Inc.

  • 11/15/16 Recap: Texas-based publicly-traded provider of high-capacity optical transport systems for telecom service providers filed for bankruptcy with intent to sell the company to Neptune Bidco, as DIP Lender and stalking horse bidder (DIP = $7.4mm, Bid = $10mm inclusive of DIP amount).
  • Jurisdiction: D. of Delaware
  • Capital Structure: $8.2mm debt (Square 1 Bank), $10mm TL-A & $2mm TL-B (Horizon Technology Finance Corporation)     
  • Company Professionals:
    • Legal: DLA Piper LLP (Thomas Califano, Jamila Willis, Stuart Brown, Maris Kandestin)
    • Investment Banker: Cowen & Company (Lorie Beers)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
  • Other Parties in Interest:
    • DIP Lender: HIG European Capital Partners
      • Legal: Allen & Overy LLP (Joseph Badtke-Berkow, Daniel Guyder)
    • Horizon Technology Finance Corporation
      • Legal: K&L Gates LLP (A. Lee Hogewood, Steven Caponi, Charles A. Dale III, Margaret Westbrook)
    • Wilmington Trust
      • Legal: Kaye Scholer LLP (Seth Kleinman, Michael Messersmith, Sarah Gryll) & (local) Morris Nichols (Andrew Roth-Moore, Curtis Miller)
    • Unsecured Creditors Committee
      • Legal: Lowenstein Sandler LLP (David Banker) & (local) Bayard PA (Justin Alberto)
      • Financial Advisor: BDO USA LLP (David Berliner)

Updated 12/1/16.

New Chapter 15 Filing - Emeco Holdings Ltd.

Emeco Holdings Ltd.

  • 11/2/16 Recap: Australian rental provider of heavy mining equipment with operations in Australia, Canada and Chile file a Scheme under the Corporations Act in Australia whereby the noteholders will merge the company with two non-debtor mining competitors and recapitalize the enterprise. 
  • Jurisdiction: S.D. of New York
  • Capital Structure: $286mm '19 9.875% senior secured notes (Bank of New York); $89mm ABL  
  • Company Professionals:
    • Legal: Baker & McKenzie LLP (David Heroy, Erin Broderick)
    • Financial Advisor: Houlihan
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Supporting Noteholder Committee (Ascribe II Investments LLC, Brookfield Credit Opportunities Master Fund LP, Goldman Sachs International)
      • Legal: Sullivan & Cromwell LLP (Michael Torkin, David Zylberberg)

Updated 12/30/16

New Filing - Basic Energy Services Inc.

Basic Energy Services Inc.

  • 10/24/16 Recap: Publicly-traded E&P servicer files prepackaged chapter 11 cases to equitize $824.6mm of unsecured debt and bolster liquidity via $125mm rights offering.  
  • Jurisdiction: D. of Delaware
  • Capital Structure: $100mm '19 ABL, $165mm '21 13.5% TL, $475mm '19 7.75% senior notes, $300m '22 7.75% senior notes. 
  • Company Professionals:
    • Legal: Weil (Ray Schrock, Ronit Berkovich, Jessica Liou, Arkady Goldinstein, David Zubkis, Elizabeth Kagedan, Alexander Welch) & (local) Richards Layton (Daniel DeFranceschi, Michael Merchant, Brendan Schlauch, David Queroli, Zachary Shapiro)
    • Financial Advisor: AlixPartners (David Johnston, Charles Braley, Brian Huffman)
    • Investment Banker: Moelis & Co. (Adam Keil)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for docket)
  • Other Parties in Interest:
    • ABL Admin Agent: Bank of America
      • Legal: Vinson & Elkins (Paul E. Heath) & (local) Morris Nichols (Robert Dehney, Eric Schwartz, Marcy McLaughlin)
    • Term & DIP Lenders (Goldman Sachs Merchant Banking, Riverstone Holdings LLC)
      • Legal: Davis Polk (Marshall Heubner, Darren Klein, Adam Shpeen) & (local) Potter Anderson LLP (Jeremy Ryan, R. Stephen McNeill)
      • Investment Banker: PJT Partners Inc.
    • Unsecured Bondholders:
      • Legal: Fried Frank (Brad Scheler, Peter Siroka, Carl Stapen) & (local) Blank Rome LLP (Michael DeBaecke)
      • Investment Banker: GLC Advisors
    • Agent to Postpetition Lenders: US Bank
      • Legal: Lowenstein Sandler LLP (Jeffrey Prol, Nicholas Vislocky, Theodore Sica)
    • Bank of America Leasing & Capital LLC
      • Legal: Norton Rose & Fulbright (Kristian Gluck, Greg Wilkes) & (local) Womble Carlyle (Kevin Mangan)
    • Creditors (Ascribe Capital, Atlas Enhanced Master Fund, Broad Street Energy Advisors, Blackgold Capital Management, Brigade Capital Management, Covalent Partners, Susquehanna Advisors Group Inc., Phoenix Investment Advisor LLC, Silver Point Capital LP, Whitebox Advisors LLC)

Updated 12/30/16

New Filing - American Gilsonite Company

 American Gilsonite Company

  • 10/25/16 Recap: "Gilsonite" miner, processor, and oilfield services provider files prepackaged chapter 11 to effectuate debt-for-equity deal with 2nd lien noteholders and sponsor, Palladium Partners.  
  • Jurisdiction: D. of Delaware
  • Capital Structure: $20mm RCF (Key Bank), $270mm '17 11.5% 2nd lien notes (Wilmington Trust)    
  • Company Professionals:
    • Legal: Weil (Matthew Barr, Sunny Singh, Jessica Diab, Prashant Rai) & (local) Richards Layton (Mark Collins)
    • Financial Advisor: FTI (Alan Boyko)
    • Investment Banker: Evercore (Stephen Hannon)
    • Claims Agent: Epiq Bankruptcy Solutions LLP (*click on company name for docket)
  • Other Parties in Interest:
    • Ad Hoc Noteholder and DIP Lender Group: Varde Partners, Axar Capital Management, PennantPark Investment Advisers, River Birch Capital, Tinicum Incorporated
      • Legal: Stroock Stroock & Lavan (Kris Hansen, Erez Gilad, Matt Garofalo) & (local) Young Conaway (Robert Poppiti Jr., Matthew Lunn)
      • Financial Advisor: Houlihan
    • Wilmington Trust
      • Legal: Pryor Cashman LLP (Seth Lieberman, Patrick Sibley, Matthew Silverman) & (local) Reed Smith LLP (Kurt Gwynne, Emily Devan)
    • Palladium Equity Partners
      • Legal: Simpson Thatcher (Elisha Graff, Ariana Watson Evarts) & (local) Landis Rath & Cobb (Richard Cobb)

Updated 12/30/16

New Filing: Key Energy Services Inc.

Key Energy Services Inc.

  • 10/24/16 Recap: Oilfield services operator filed prepackaged plan to delever its balance sheet by 75% unsecured debt-for-equity swap subject to dilutive rights offering.
  • Jurisdiction: D. of Delaware
  • Capital Structure: $100mm '20 4.5% RCF (Wells Fargo), $315mm '20 9.25% TL (Cortland Capital Markets), $675mm '21 6.75% senior unsecured notes.     
  • Company Professionals:
    • Legal: Sidley Austin LLP (James Conlan, Larry Nyhan, Jeffrey Bjork, Andrew O'Neill, Christina Craige, John Hutchinson) & (local) Young Conaway (Robert Brady, Edwin Harron, Ryan Bartley)
    • Financial Advisor: Alvarez & Marsal LLC (Ed Mosley)
    • Investment Banker: PJT Partners (Mike Genereux)
    • Claims Agent: Epiq Bankruptcy Solutions LLC
  • Other Parties in Interest:
    • ABL Admin Agent (BofA):
      • Legal: Latham & Watkins (Richard Levy, James Ktsanes) & (local) Reed Smith (Kurt Gwynne, Emily Devan)
    • Term Lenders: (BlueMountain Capital Management LLC, TPG Specialty Lending Inc., Tennenbaum Capital Partners)
      • Legal: Davis Polk (Damian Schaible, Eli Vonnegut, Angela Libby) & (local) Richards Layton (Mark Collins, Andrew Dean)
      • Investment Banker: Evercore
    • Supporting Unsecured Noteholders:
      • Legal: Sullivan & Cromwell (Michael Torkin, David Jakus, Lee Parnes)
      • Investment Bank: Houlihan Lokey
    • Supporting Noteholders & Supporting Term Lenders
      • Legal: Cleary Gottlieb (Sean O'Neal, Humayan Khalid, Matthew Rappoport) & (local) Morris Nichols (Robert Dehney, Eric Schwartz, Andrew Remming, Andrew Roth-Moore)
    • Wells Fargo, as TL Agent
      • Legal: Greenberg Traurig
    • Unsecured Noteholders: Silver Point Capital LP, Contrarian Capital Management, Scoggin Capital Management, Platinum Equity Advisors, Quantum Partners, Goldman Sachs Global Special Situations Group

Updated 12/30/16

New Chapter 15 Filing - Inversora Electrica de Buenos Aires S.A.

Inversora Electrica de Buenos Aires S.A.

  • 10/13/16 Recap: Company files chapter 15 proceeding to help effectuate Argentinian APE proceeding that commenced in 2015.
  • Jurisdiction: S.D. of New York
  • Company Professionals:
    • Legal: Shearman & Sterling LLP (Fredric Sosnick, Sara Coelho)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name above for docket)

Updated 12/4/16