Copy of New Chapter 11 Filing - Waypoint Leasing Holdings Ltd.

Waypoint Leasing Holdings Ltd.

November 25, 2018

“Get to the Choppa!” - Arnold Schwarzenegger

It has been a tough couple of years for companies in the helicopter business (see, e.g., Erickson Aircrane and CHG Group, not to mention PHI Inc. and Bristow Group, both of which restructuring professionals continue to watch and salivate over). So tough, in fact, that even Thanksgiving weekend wasn’t sacrosanct and even some big name sponsors couldn’t keep this thing out of court. Over the weekend, helicopter leasing company, Waypoint Leasing Holdings Ltd., “facing imminent liquidity constraints and potential defaults under their secured loan facilities,” filed for bankruptcy with a goal of…

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⛽️New Chapter 11 Bankruptcy Filing - Fairway Energy LP⛽️

Fairway Energy LP

November 26, 2018

Belligerent week for companies attached to the oil and gas space (see also Waypoint Leasing). Here, Houston-based Fairway Energy LP, which, interestingly (and somewhat oddly), is 28%-owned by the President and Fellows of Harvard College (🤔), is a storage provider for third-party companies engaged in the production, distribution and marketing of crude oil; it is also now in bankruptcy down in the District of Delaware.

Specifically, the company provides undersurface salt cavern storage, storage that has been utilized since the 40s because of its “extremely low risk of leakage through self-sealing under cavern operating pressures.” The company began construction on its 10-million barrel underground storage facility (the “Facility”) in 2015 (rough timing); yet, it has exclusive rights to store in the facility and has otherwise secured the necessary leases to operate in its geographic location. It is also connected to customers via owned and third-party pipeline systems, which enable to the company to take inbound capacity from the (hot) Permian Basin, the Eagle Ford Shale Basin, and Canada/Midcontinent. The pipelines also connect to hubs that connect to “downstream” infrastructure, i.e., refiners, etc.

To get off the ground, the company had a $390mm equity infusion and $80mm in term loans from Riverstone Credit Partners LP. The company has been operating off of credit agreement amendments now for months, however, given operational and market issues that impeded their use of the Facility and hampered liquidity. Per the company:

For the nine (9) months ended September 30, 2018, Fairway had an operating loss of $38,600,000 (before interest, expense, and other income). Fairway’s financial performance has been negatively affected by (i) reduced and delayed demand for its services, (ii) cost overruns on the Facility, (iii) commercial restrictions on accessing the Facility by existing pipeline connections, and (iv) general market conditions that undermine the demand for crude oil storage.

In other words, a perfect storm posing all sorts of headwinds. These winds, it seems, chilled any potential buyer interest in the Facility: pre-petition efforts to find a buyer, including a stalking horse buyer, proved futile. It seems all of the hopeful and flowery language deployed by the company’s professionals in the First Day Declaration about the usefulness of the Facility isn’t a sentiment shared by any prospective purchasers. Was this whole project a solution in search of a problem? Via the bankruptcy sale process, we’ll soon find out. So, will Riverstone (which is also providing a $20mm DIP credit facility) and the writers of the $390mm of equity checks (read: Harvard).

  • Jurisdiction: D. of Delaware

  • Capital Structure: $94mm debt     

  • Company Professionals:

    • Legal: Haynes and Boone LLP (Patrick Hughes, Martha Wyrick, Kelsey Zottnick) & (local) Young Conaway Stargatt & Taylor LLP (Edmon Morton, Kenneth Enos, Elizabeth Justison)

    • Financial Advisor: Alvarez & Marsal North America LLC (Gary Barton, Kevin Larin)

    • Investment Banker: Piper Jaffray & Co./Simmons & Company International

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

  • Other Parties in Interest:

    • Administrative Agent under Secured Term Loan Credit Agreement & DIP Lender/Agent: Riverstone Credit Partners LP

      • Legal: White & Case LLP (David Turetsky, Andrew Zatz) & (local) Fox Rothschild LLP (Jeffrey Schlerf)

New Chapter 11 Bankruptcy Filing - FR Dixie Holdings Corp.

FR Dixie Holdings Corp.

November 2, 2018

Oilfield services company, Dixie Electric LLC, and its parent, FR Dixie Holdings Corp., have filed for Chapter 11 bankruptcy in the District of Delaware with a prepackaged plan of reorganization that eliminates $300mm of funded debt via a debt for equity swap. The privately-held (First Reserve) Houston-based provider of electrical infrastructure materials and services to the energy industry (primarily in the Permian and Bakken basins) has a commitment in hand for $17.5mm of DIP financing to fund the business in BK and $30mm in exit term loans to fund the business upon its emergence from BK.

For the nine months ended September 30, 2018, the unaudited and consolidated financial statements of the Company reflected revenue of $95.0 million and a net loss of $24.5 million. Given approximately $300mm in debt, these numbers presented the company with some serious challenges. The company also blames its bankruptcy filing on “decreased drilling and well completion activity, tightness in the skilled labor market and unprofitable lumpsum contracts.

The company’s bankruptcy papers include a commentary about the state of the post-downturn oil and gas market reflecting, not-so-surprisingly, (i) some discipline by oil and gas drillers and (ii) macro concerns about the labor market. The company notes:

Operators have become increasingly focused on service costs and have pushed for rate cuts and reduced overtime and fixed-priced work. The Company was also increasingly bidding against other firms for work, further putting pressure on margins. As the oil and gas market has recovered, operators have remained focused on costs and, while the Company has been pushing for rate increases, there is still less overtime work and more fixed-price work than existed prior to the downturn. In addition, the Company is experiencing higher labor rates and has not been able to fully offset those labor rate increases with the additional pricing increases.

Accordingly, the company has shut down business lines and stream-lined operations. The hope is that with a near-full deleveraging, it will be better positioned for the future. Given the support of its secured lenders and other parties in interest, the company appears headed in the right direction. The company seeks confirmation of its plan on December 13.

  • Jurisdiction: D. of Delaware

  • Capital Structure: $19.6mm revolver, $267.4mm TL (Wilmington Trust NA), $8mm unsecured loans    

  • Company Professionals:

    • Legal: Simpson Thacher & Bartlett LLP (Elisha Graff, Kathrine McLendon, Edward Linden, David Baruch) & (local) Young Conaway Stargatt & Taylor LLP (Edmon Morton, Sean Beach, Elizabeth Justison, Tara Pakrouh)

    • Financial Advisor: BDO USA LLP

    • Investment Banker: PJT Partners LP (Peter Laurinaitis, Joseph Fallon)

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

  • Other Parties in Interest:

    • Ad Hoc Group of Prepetition Secured Lenders

      • Legal: Davis Polk & Wardwell LLP & (local) Morris Nichols Arsht & Tunnell LLP

      • Financial Advisor: Ankura Consulting Group

Updated 11/2 7:45am CT

New Chapter 11 Filing - Harvey Gulf International Marine

Harvey Gulf International Marine

3/7/18

Texas-based offshore supply vessel operator qualified under the Jones Act has filed a prearranged bankruptcy with a deal in place with its lenders. The deal would give 97% of the reorganized equity and $350mm in take-back paper to the company's lenders, with management receiving the remaining 3% with warrants. 

What precipitated the bankruptcy? The company notes,

Beginning in 2014, as a result of severely depressed oil prices, exploration and production companies drastically cut the number of offshore exploration and drilling projects in the Gulf of Mexico, causing substantial drops in both vessel utilization and day rates. These cuts impacted the offshore supply boat and service sector by, among other things, contributing to a considerable vessel oversupply in the marketplace. Industry-wide oversupply granted substantial pricing power to exploration and production companies and deeply impacted all offshore supply boat and service market participants—including Harvey Gulf.

The only thing surprising out of this filing is that it took this long. 

  • Jurisdiction: S.D. of Texas
  • Capital Structure: $270mm RCF, $225mm '18 TLA, $875mm '20 TLB
  • Company Professionals:
    • Legal: Vinson & Elkins LLP (Harry Perrin, Garrick Smith, David Meyer, Jessica Peet, Lauren Kanzer)
    • Restructuring Advisors: Postlethwaite & Netterville (Philip Gunn, Tuan Pham)
    • Investment Banker: Stephens Inc. (Lance Gurley, Joel Brown, Blake Woodall, Brad Neuneubel)
    • Claims Agent: Prime Clerk LLC (*click on company name for docket)
  • Other Parties in Interest:
    • Private Equity Sponsor: The Jordan Company
    • Ad Hoc Group of Term Loan Lenders (ex-Black Diamond Capital Management)
      • Legal: Davis Polk & Wardwell LLP (Damian S. Schaible, Angela M. Libby, Benjamin M. Schak) & (local) Haynes and Boone LLP (Charles A. Beckham, Jr., Kelli S. Norfleet, Kelsey Zottnick)
      • Financial Advisor: PJT Partners Inc. 

Updated 3/30/18

New Chapter 11 Filing - Tidewater Inc.

Tidewater Inc.

  • 5/17/17 Recap: First Gulfmark Offshore Inc., now Tidewater: the offshore shakeout is finally upon us. The New Orleans-based publicly-traded offshore operator filed for bankruptcy to effectuate an expedited 6-week prepackaged financial restructuring of the company. This story is so cliche at this point: leverage is high, oil prices are low, E&P activity is down, natural gas is up, liquidity is constrained. Cue Weil and a slew of other restructuring professionals. File bankruptcy. 
  • Jurisdiction: D. of Delaware (Shannon)
  • Capital Structure: $1.95b funded debt. $300mm TL (DNB Bank ASA) & $600mm RCF (BofA), $1.15b unsecured notes, tons of of guarantees and nonsense.    
  • Company Professionals:
    • Legal: Weil (Ray Schrock, Jill Frizzley, Alfredo Perez, Christopher Lopez, Yvanna Custodio, Andriana Georgallas) & (local) Richards Layton & Finger PA (Daniel DeFranceschi, Zachary Shapiro, Christopher De Lillo)
    • Financial Advisor: AlixPartners LLC (David Johnston, Richard Robbins, Jim Trankina, Bruce Smathers)
    • Investment Banker: Lazard (Timothy Pohl)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name for free docket)
  • Other Parties in Interest:
    • Independent Directors of the Board
      • Legal: Andrews Kurth Kenyon LLP (Robin Russell, Timothy Davidson)
    • Term Loan Agent: DNB Bank
      • Legal: Milbank Tweed Hadley & McCloy LLP (Dennis Dunne, Tyson Lomazow) & (local) Klehr Harrison Harvey Branzburg LLP (Domenic Pacitti)
    • Credit Agreement Agent: Bank of America
      • Legal: Morgan Lewis & Bockius LLP (Amy Kyle, Edwin Smith, Joshua Dorchak, Matthew Ziegler) & (local) Morris Nichols Arsht & Tunnell LLP (Derek Abbott)
    • Unofficial Noteholder Committee
      • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Alan Kornberg, Brian Hermann, Sean Mitchell, Kellie Cairns) & (local) Blank Rome LLP (Stanley Tarr, Rick Antonoff, Barry Seidel)
    • Official Committee of Unsecured Creditors
      • Legal: Whiteford Taylor & Preston LLC
      • Financial Advisor: Berkeley Research Group LLC (Christopher Kearns, Mark Shankweiler, Rick Wright, Jeffrey Dunn, Carolyn Passaro)
    • Official Committee of Equity Holders
      • Legal: Brown Rudnick LLP (Howard Steel, Brandon Burkart, Jeffrey Jonas, Steven Pohl) & (local) Saul Ewing LLP (Mark Minuti, Sharon Levine)
      • Financial Advisor: Miller Buckfire & Co. LLC (Matthew Rodrigue) & Stifel Nicolaus & Co. Inc.
    • Post Reorg Board of Directors (Dick Fagerstal, Steven Newman, Larry Rigdon, Randee Day, Alan Carr, Thomas Robert Bates Jr.)

Updated 7/12/17 9:07 am CT

New Chapter 11 Filing - Chellino Crane Inc.

Chellino Crane Inc.

  • 5/5/17 Recap: Illinois-based heavy crane operating company that services refineries, power and chemical plants filed for bankruptcy under the weight of its outstanding debt on equipment and union obligations. The downturn in the oil and gas industry, unfortunately, led to projected revenue misses and a liquidity crisis. The filing is meant to address the capital structure and equipment footprint.
  • Jurisdiction: N.D. of Illinois
  • Capital Structure: $51.6mm secured debt (First Midwest)    
  • Company Professionals:
    • Legal: Sugar Felsenthal Grals & Hammer LLP (Jonathan Friedland, Elizabeth Vandesteeg, Jack O'Connor, Nicole Stefanelli, Leland Chait)
    • Financial Advisor: Conway MacKenzie Inc. (Jeffrey Zappone, J. Kotas, J. Marek)
    • Investment Banker: FocalPoint Securities LLC (Michael Fixler, Bryant Yu, Clinton Miyazono, Patrick Shin)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Prepetition Lender & DIP Lender: First Midwest
      • Legal: Foley & Lardner LLP (Mark Prager)
    • Official Committee of Unsecured Creditors
      • Legal: Brown Rudnick LLP (Gerard Cicero, Bennett Silverberg) & (local) Freeborn & Peters LLP (Shelly DeRousse, Devon Eggert, Elizabeth Janczak)
      • Financial Advisor: Emerald Capital Advisors (John Madden, Christopher Saitta)

Updated 8/26/17

New Chapter 11 Filing - Ameriforge Group Inc.

Ameriforge Group Inc. (d/b/a AFGlobal Corporation)

  • 5/1/17 Recap: Houston-based manufacturer of products for a variety of markets (oil and gas, power, aerospace and industrial) filed a prepackaged bankruptcy case to delever its balance sheet by approximately $680mm. The company's first lien lenders will get nearly all of the equity in the reorganized entity. Second lien lenders will get some option value in the form of an equity kiss and warrants/options. The company has secured $70mm in new money and seeks to be out of bankruptcy in roughly three weeks: some of these cases are getting VERY speedy.
  • Jurisdiction: S.D. of Texas
  • Capital Structure: $89.5mm '17 first lien funded RCF and $519mm '19 first lien senior secured TL-B (Deutsche Bank Trust Company Americas), $143.3mm '20 second lien secured TL (Delaware Trust Company).   
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (James Sprayragen, Edward Sassower, William Guerrieri, Christopher Hayes, Bradley Giordano, Chad Husnick) & (local) Jackson Walker LLP (Patricia Tomasco, Matthew Cavenaugh, Jennifer Wertz)
    • Financial Advisor: Alvarez & Marsal LLC (James Grady)
    • Investment Banker: Lazard Middle Markets LLC (Brandon Aebersold, Parry Sorenson)
    • Claims Agent: Epiq Bankruptcy Solutions LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Ad Hoc Group of First Lien Lenders (Carlyle Strategic Partners, Deutsche Bank Trust Company Americas, Eaton Vance Management, Stellex Capital Management)
      • Legal: Jones Day LLP (Scott Greenberg, Michael Cohen, Bryan Kotliar, Paul Green)
      • Financial Advisor: Houlihan Lokey Capital Inc. (Adam Dunayer)
    • Ad Hoc Group of Second Lien Lenders
      • Legal: Akin Gump Strauss Hauer & Feld LLP (Ira Dizengoff, Philip Dublin, Jason Rubin, Charles Gibbs)
      • Financial Advisor: PJT Partners LP (Jon Walters, Paul Sheaffer)
    • Sponsor: First Reserve Heavy Metal LP
      • Legal: Simpson Thacher & Bartlett LLP (Sandy Qusba, Elisha Graff)
  • Prepetition 1L Agent & DIP Agent: Deutsche Bank Trust Company
    • Legal: White & Case LLP (Scott Greissman, Adam Zatz)
  • Prepetition 2L Agent: Delaware Trust Company
    • Legal: Bryan Cave LLP (Jeremy Finkelstein, Stephanie Wickouski, Keith Miles Aurzada)

Updated 7/13/17

New Chapter 11 Filing - Ezra Holdings Limited

Ezra Holdings Limited

  • 3/18/17 Recap: Publicly-traded investment holding company for a group of integrated offshore solutions providers for the oil and gas industry filed for bankruptcy after its primary assets decidedly returned less than expected given the distress in oil field services. Notably, a primary asset included an investment in bankruptcy filer EMAS Chiyoda Subsea Limited.
  • Jurisdiction: S.D. of New York
  • Capital Structure: $130mm secured debt, $272mm (DBS Bank Limited), $184.5mm (Oversea-Chinese Banking Corporation Limited), $108.5mm HSBC International Trust Services (Singapore) Limited, ~$39mm additional funded debt     
  • Company Professionals:
    • Legal: Saul Ewing LLP (Sharon Levine, Jeffrey Hampton, Stephen Ravin, Dipesh Patel, Aaron Applebaum)
    • Financial Advisor: Goldin Associates LLC (Robin Chiu)
    • Claims Agent: Prime Clerk LLC (*click on company name for docket)

Updated 3/23/17

New Filing - Erickson Inc.

  • Erickson Inc.

  • 11/08/16 Recap: Portland-based aviation services company with ties to the oil and gas and defense industries files for bankruptcy to delever balance sheet pursuant to a prenegotiated bankruptcy agreement with its lenders. The Company seeks a $180mm DIP credit facility (with $60mm of new money) to fund operations over the course of the restructuring.
  • Jurisdiction: N.D. of Texas
  • Capital Structure: $140mm RCF (Wells Fargo), $355mm '20 senior secured notes (Wilmington Trust)    
  • Company Professionals:
    • Legal: Haynes & Boone LLP (Ian Peck, Kenric Kattner, Kourtney Lyda, Eli Columbus, Arsalan Muhammed)
    • Financial Advisor: Alvarez & Marsal LLC (Darrick Martin, Holden Bixler)
    • Investment Banker: Imperial Capital (Chris Shepard)
    • Claims Agent: KCC (*click on company name for docket)
  • Other Parties in Interest:
    • Ad Hoc Group of Senior Secured Noteholders
      • Legal: Akin Gump (Scott Alberino, Brad Kahn, Marty Brimmage)
      • Investment Banker: Houlihan (Matthew Neiman, Andrew Morrow, Geoffrey Coutts)
    • DIP Revolving Agent and ABL Agent (Wells Fargo)
      • Legal: Goldberg Kohn Ltd. (Randall Klein) & (local) K&L Gates LLP (David Weitman)
    • DIP Lenders: (Wayzata Investment Partners and MHR)
    • Wilmington Trust
      • Legal: Seyfarth Shaw LLP (Christopher Harney, Bret Harper)

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 Chapter 15 Filing - Tervita Corporation

Tervita Corporation