New Chapter 11 Filing - Gibson Brands Inc.

Gibson Brands Inc.

5/1/18

After months of speculation (which we have covered here and elsewhere), the famed Nashville-based guitar manufacturer has finally filed for Chapter 11. We're old enough to remember this:

Late Tuesday, GIbson Brands CEO Henry Juszkiewicz denied all of the reports and indicated via press release that a plan was underway to salvage the brand.

What Mr. Juszkiewicz didn't say was that "a plan" actually meant a "plan of reorganization." Which is okay: nobody believed him anyway. 

And here's why: in the company's First Day Declaration, the company proudly boasts,

The Debtors' strength, rooted in their iconic Gibson, Epiphone, KRK, and other brands that have shaped the music industry for over 100 years, have been the brands of choice for countless musicians and recording artists, including some of the most legendary guitarists in history such as Muddy Waters, BB King, Elvis Presley, Pete Townsend, Keith Richards, Duane Allman, Elvis Costello, Lenny Kravitz, Slash, Dave Grohl, Joe Bonamassa, and Brad Paisley, among others. 

Anyone else see an issue with this lineup? Legends, sure, but not exactly a group of artists you see listed on Coachella posters. Even in a publicly-available document, this company doesn't know how to market itself to the masses. Case and point, after Guitar Center got its out-of-court deal done last week, we wrote the following:

Gibson may want to embrace the present. But we digress. 

Unbeknownst to many, however, Gibson is more than just its legendary guitars. No doubt, guitars are a big part of its business. According to the company's First Day Declaration (which, for the record, is one of the more jumbled incoherent narratives we've seen in a First Day Declaration in some time), 

Gibson has the top market share in premium electric guitars, selling over 170,000 guitars annually in over eighty (80) countries worldwide and selling over 40% of all electric guitars priced above $2,000.

But the company also expanded to include a "Professional Audio" segment, its musical instrument and pro-audio segment ("MI," which is positive cash flow), and a "Gibson Innovations" business ("GI"), which stems from a 2014 leveraged transaction. The latter business has been a drag on the overall enterprise ever since the transaction eventually leading to breaches of certain financial covenants under the company's senior secured bank debt financing agreements. The company was forced to pay down the debt to the tune of $60 million since the Fall of 2017, a cash drain which severely accentuated liquidity issues within that business. It came to this brutal reality: 

...the GI Business became trapped in a vicious cycle in which it lacked the liquidity to buy inventory and drive sales while at the same time it lacked the liquidity to rationalize its workforce to match its diminished operations.

That's rough. Even rougher is that on April 30, 2018, the GI business initiated formal liquidation proceedings under the laws of at least 8 different countries. Looks like Mr. Juszkiewicz' previous expansion "plan" was an utter disaster. 

⚡️Warning: Geeky stuff to follow ⚡️:

Now, the company is left with restructuring around the EBITDA- positive MI business with the hope of maximizing recovery for stakeholders. The holders of 69% of the principal amount of notes (PETITION NOTE: for the uninitiated, this satisfies the 2/3 in amount requirement of the bankruptcy code; unknown whether they satisfy the second prong of 1/2 in number) have entered into a Restructuring Support Agreement which would effectively equitize the notes and transfer ownership of MI to the noteholders. The company has also entered into a $135 DIP credit facility backstopped by an ad hoc group of noteholders to finance the company's trip through bankruptcy (the mechanic of which effectively rolls up some of the prepetition debt into the postpetition facility, giving the noteholders higher distribution priority). 

The RSA envisions a transaction whereby the company will exit bankruptcy with an untapped asset-backed lending facility and enough exit financing to pay off the DIP facility. So, the noteholders will collect some nice fees for about 9 months. The lenders under the DIP facility will have the option to cover the DIP monies into equity in the reorganized company at a 20% discount to the plan's valuation. 

⚡️Geeky Stuff Over. Now Back to Regularly Scheduled Snark ⚡️:

Naturally, current management has somehow convinced the new owners, i.e., the funds converting their notes into equity, that they're so invaluable that they should receive millions in "transition"-based compensation and warrants for upside preservation. Makes total sense. David Berryman, who runs Epiphone, will get a one year employment agreement paying $3.35 million, 5 year-warrants, and health benefits; Mr. Juszciewicz will get a one year "consulting agreement" paying $2.1 million, 5 year-warrants and health benefits (plus other profit-sharing incentives). It sure pays to run a company into bankruptcy these days. Naturally, they'll also get releases from any liability. Because, you know, bankruptcy!!

One final note: Thomas Lauria and White & Case LLP are listed as the 22nd highest creditor. Popping popcorn. 

  • Jurisdiction: D. of Delaware 
  • Capital Structure: $17.5 million ABL (Bank of America NA)/ $77.4 million Term Loan (GSO Capital Solutions Fund II AIV-I LP), $375 million '18 8.875% senior secured notes (Wilmington Trust NA), $60 million ITLA loan (GI Business only)
  • Company Professionals:
    • Legal: Goodwin Proctor LLP (Michael H. Goldstein, Gregory W. Fox, Barry Z. Bazian) & (local) Pepper Hamilton LLP (David Stratton, David Fournier, Michael Custer, Marcy McLaughlin)
    • Financial Advisor/CRO: Alvarez & Marsal North America LLC (Brian Fox) 
    • Investment Banker: Jefferies LLC (Jeffrey Finger)
    • Independent Directors: Alan Carr & Sol Picciotto
    • Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • DIP Agent: Cortland Capital Market Services LLC
      • Legal: Arnold & Porter Kaye Scholer (D. Tyler Nurnberg, Steven Fruchter, Sarah Gryll) & (local) Young Conaway (same four names as below)
    • Prepetition ABL Agent: Bank of America NA
      • Legal: Winston & Strawn LLP (Jason Bennett, Christina Wheaton)
    • Indenture Trustee: Wilmington Trust NA
      • Legal: Shipman & Goodwin LLP (Marie Hofsdal, Patrick Sibley, Seth Lieberman, Eric Monzo)
    • Ad Hoc Group of Noteholders
      • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Brian Hermann, Robert Britton, Adam Denhoff, Kellie Cairns) & (local) Young Conaway Stargatt & Taylor LLP (Pauline Morgan, Sean Greecher, Andrew Magaziner, Betsy Feldman)
    • Ad Hoc Minority Noteholders Committee (Lord Abbett & Co. LLC, Wilks Brothers LLC)
      • Legal: Brown Rudnick LLP (Robert Stark, Steven Levine, Brian Rice) & (local) Ashby & Geddes PA (William Bowden)
    • Equity Holder: GSO Capital Partners LP
      • Legal: White & Case LLP (J. Christopher Shore, Andrew Zatz, Richard Kebrdle) & (local) Fox Rothschild LLP (Jeffrey Schlerf, Carl Neff, Margaret Manning)

Updated 5/2 5:12 pm CT

New Chapter 11 Filing - Lombard Public Facilities Corporation

Lombard Public Facilities Corporation

  • 7/28/17 Recap: Illinois-based not-for-profit corporation formed to finance the cost of acquiring, designing, constructing, and equipping a conference center, hotel (Westin), restaurant and related improvements in the Village of Lombard filed for bankruptcy with a prearranged deal with its creditors. The corporation was funded via revenue bonds (A through C, with the A-2 bonds wrapped by an ACA Financial Guaranty Corporation policy) on the basis of a 2005 market study. Much like we saw with the Chapter 9 filing of The Kennewick Public Hospital District back in June, the study proved to be off the mark and the project has underperformed from the get-go. Some of this was bad timing: the project came online in August 2007: we all know what came shortly thereafter. The convention business the Project depended upon never came, rendering revenues insufficient and debt service payments difficult. Reserves set aside for the bonds were quickly depleted and the Project defaulted on the bonds. The Project enters bankruptcy with the A bonds as the declared fulcrum and a consensual restructuring in hand with each of ACA, holders of a majority of the bonds (here, Nuveen Asset Management LLC and OppenheimerFunds Inc.), and the hotel and restaurant managers, respectively. Taking it as given that Lombard is an "affluent" suburb of Chicago, you have to wonder why people thought this financing was a good idea. Lombard sounds quaint and all - with its annual Lilac Festival and parade - but there's nothing there, far as we can tell, that screams "convention business." Query how many Mom and Pop municipal bond investors are getting burned by this (seemingly) ill-advised financing. 
  • Jurisdiction: N.D. of Illinois (Judge Cox) 
  • Capital Structure: $246.65mm principal and interest municipal debt (Amalgamated Bank of Chicago)   
  • Company Professionals:
    • Legal: Adelman & Gettleman, Ltd. (Henry Merens, Brad Berish, Alexander Brougham)
    • Financial Advisor: EisnerAmper LLP (Thomas Buck, Deborah Friedland, Allen Wilen)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (click on case name above for free docket)
  • Other Parties in Interest:
    • ACA Financial Guaranty Corp.
      • Legal: Greenberg Traurig LLP (Nancy Peterman)
    • Lord, Abbett & Co. LLC
      • Legal: Shaw Fishman Glantz & Towbin LLC (Peter Roberts)
    • Indenture Trustee: Amalgamated Bank of Chicago
      • Financial Advisor: FTI Consulting Inc.

Updated 7/28/17

New Chapter 11 Filing - Panda Temple Power LLC

Panda Temple Power LLC

  • 4/18/17 Recap: Texas-based gas-operated merchant power generator servicing the ERCOT region filed for bankruptcy because demand projections were too robust (in the face of increasing share serviced by alternative energy sources), depressed natural gas prices crushed revenues, and a regulatory attempt to reform to a capacity market failed, among other reasons. The company had been downgraded and operating pursuant to a forbearance with its lenders. Now, the company is in bankruptcy with a restructuring support agreement that outlines the terms of a transaction that will swap the term loan for 100% of the equity in the company. The company will have a $20mm DIP in play to effectuate the transaction.
  • Jurisdiction: D. of Delaware
  • Capital Structure: $398.7mm funded '22 first lien TL (inclusive of LOC and RCF - Wilmington Trust, NA)  
  • Company Professionals:
    • Legal: Latham & Watkins LLP (Keith Simon, Annemarie Reilly, Marc Zelina) & (local) Richards Layton & Finger (John Knight, Paul Heath, Brendan Schlauch, Christopher De Lillo)
    • Investment Banker: Ducera Partners (Mark Davis)
    • Claims Agent: Prime Clerk LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Ad Hoc Group of Term Lenders (Ares Capital Corporation, Avenue Capital Management II LP, Brigade Capital Management LP, Canaras Capital Management, GSO Capital Partners LP, H.I.G. WhiteHorse Capital LLC, Lord Abbett & Co. LLC, MJX Asset Management LLC, Oaktree Capital Management LP, Siemens Financial Services Inc., SOF-X Credit Holdings LLC (Starwood Credit Advisors LLC), Western Asset Management Company)
      • Legal: Stroock Stroock & Lavan LLP (Jayme Goldstein, Jonathan Canfield, Joanne Lau) & (local) Young Conaway & Stargatt LLP (Edmon Morton, Matthew Lunn, Ashley Jacobs)
      • Financial Advisor: Houlihan Lokey
    • 3M Employee Retirement Income Plan Trust
      • Legal: Blank Rome LLP (Jeffrey Rhodes, Ira Herman, Stanley Tarr)

Updated 5/3/17 

New Filing: Bonanza Creek Energy Inc.

Bonanza Creek Energy Inc.

  • 1/4/17 Recap: The company filed a prepackaged bankruptcy to eliminate $850mm of debt from its balance sheet and infuse the company with $200mm of new equity.
  • Jurisdiction: D. of Delaware
  • Capital Structure: $475mm '17 1.5-2.5% RCF (Key Bank), $500mm '21 6.75% senior unsecured notes, $300mm '23 5.75% senior unsecured notes (Delaware Trust Company).      
  • Company Professionals:
    • Legal: Davis Polk & Wardwell LLP (Marshall Huebner, Brian Resnick, Elliot Moskowitz, Adam Shpeen, Lara Samet Buchwald) & (local) Richards Layton & Finger PA (Mark Collins, Amanda Steele, Brendan Schlauch)
    • Financial Advisor: Alvarez & Marsal LLC (Seth Bullock)
    • Investment Banker: Perella Weinberg Partners (Kevin Cofsky, Jacob Czarnick)
    • Claims Agent: Prime Clerk LLC (*click name above for docket link)
  • Other Parties in Interest:
    • RBL Agent: Key Bank
      • Legal: Bracewell LLP (Trey Wood, Jennifer Feldshur, Dewey Gonsoulin)
    • Ad Hoc Committee of Noteholders (Apollo Energy Opportunity Mgmt, Continental Casualty, Credit Suisse Asset Mgmt, DE Shaw Galvanic Portfolios, Gen IV Investment Opportunities LLC, Lord Abbett & Co., Luxor Capital Group LP, Mangrove Partners, Nomura Corporate Research & Asset Mgmt, Oaktree Capital Management LP, Paloma Partners Management Company, Par-Four Investment Management LLC, Perry Creek Capital Fund I, Socratic Fund Management LP, Whitebox Advisors). Added subsequent to the case filing (Aristeia Capital LLC, Barclays Bank PLC, Continental Casualty Company, Venor Capital Management LP, Wells Fargo Securities LLC); Subtracted subsequent to the case filing (Credit Suisse Asset Mgmt).
      • Legal: Kirkland & Ellis LLP (Edward Sassower, Steven Serajeddini, John Luze, Stephen Schwarzbach Jr.) & (local) Pachulski Stang Ziehl & Jones LLP (Laura Davis Jones, Peter Keane)
      • Investment Bank: Evercore
    • Ad Hoc Committee of Equity Security Holders (Fir Tree Inc., HHC Primary Fund, CVI Opportunities Fund I, Silver Point Capital, MatlinPatterson Global Opportunities Master Fund)
      • Legal: Brown Rudnick LLP (Edward Weisfelner, Bennett Silverberg, D. Cameron Moxley) & (local) Chipman Brown Cicero & Cole LLP (William Chipman Jr.)
      • Financial Advisor: Miller Buckfire & Co. (Richard Klein, Matthew Rodrigue)
    • Delaware Trust Company (as successor trustee to Wells Fargo)
      • Legal: Haynes and Boone LLP (Charles Beckham Jr., Keith Sambur) & (local) The Rosner Law Group LLC (Frederick Rosner, Scott Leonhardt)
    • Silo Energy LLC
      • Legal: Arent Fox LLP (George Angelich, Jackson Toof, Andrew Silfen) & (local) Polsinelli PC (Justin Edelson)
    • Senior Unsecured Noteholders: GMO Credit Opportunities Fund LP and Global Credit Advisors LLC
      • Legal: Ropes & Gray LLP (D. Ross Martin, Andrew Devore) & (local) Pepper Hamilton LLP (David Stratton)

Updated 4/2/17

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