New Chapter 11 Filing - VER Technologies Holdco LLC

VER Technologies Holdco LLC

4/4/18

VER Technologies, a Los Angeles-based provider of for-rent production equipment and engineering support for live and taped television, cinema, live events and broadcast media has filed for chapter 11 bankruptcy in the District of Delaware. We hadn't heard of these guys before and we're guessing that, unless you live in Los Feliz or Silverlake, you haven't either. Suffice it to say that they're they guys behind the guy, so to speak. Recent broadcast work included the 2018 Super Bowl broadcast (eat it Brady); they also serve over 350 live music customers per year including the Biebs and the band-formerly-known-as-Coldplay-now-called-the-Chainsmokers. 

In some respects, this is a story about attempted avoidance of disruption leading to disruption. The company initially specialized in rentals with no equipment customization but, with time, opted to expand its product and service offerings to include customization. This endeavor, however, proved capital intensive to the point where the company exceeded $270 million on its prepetition asset-backed lending facility. This triggered cash sweeps to the company's bank which proved to further constrain liquidity. This sparked a need for an operational and balance sheet restructuring to maximize cash and get the company to the point of a potential transaction.

In other respects, this is another leveraged buy-out that saddled the target company with a wee bit too much debt. Moreover, the company seems to have undertaken a number of ill-advised or ill-executed operational initiatives that, ultimately, undercut revenue. It happens. 

Now the company -- supported by a restructuring support agreement with its lenders (including funds managed by GSO Capital Partners) -- hopes to facilitate a pre-negotiated merger with an entity controlled by Production Resource Group LLCl ("PRG"). PRG is a Jordan Company-owned provider of entertainment and event technology solutions. Naturally, the term lenders will also own a portion of the reorganized company. Per the term sheet, PRG will get 72% preferred and 80% common; the term lenders will get the delta. The reorganized company will still have a meaningful amount of debt on its balance sheet with a proposed new (unquantified) first lien term loan and a $435 million new second lien term loan. 

The company has secured a proposed $364.7 million DIP credit facility ($300mm ABL, $64.7mm Term Loan, of which $50mm is new money) to support its time in bankruptcy. The company seeks to be in and out of bankruptcy court in approximately 115 days. 

• Jurisdiction: D. of Delaware (Judge Gross)
• Capital Structure: $296.3mm ABL Facility (Bank of America NA), $424.2mm term loan (GSO Capital Partners LP/Wilmington Trust NA), $14mm FILO loan, $18.75mm New FTF Inc. Note, $7.5mm Catterton Notes.  
• Company Professionals:
  • Legal: Kirkland & Ellis LLP (Joshua Sussberg, Ryan Blaine Bennett, Christine Pirro, Jamie Netznik) & (local) Klehr Harrison Harvey Branzburg LLP (Domenic Pacitti, Morton Branzburg)
  • Financial Advisor/CRO: AlixPartners LLC (Lawrence Young, Stephen Spitzer, Bradley Hunter, Christopher Blacker, James Guyton, Brad Hall)
  • Investment Banker: PJT Partners LP (Nick Leone)
  • Strategic Communications: Joele Frank
  • Independent Director: Eugene Davis
    • Legal: Kramer Levin Naftalis Frankel LLP (Philip Bentley)
  • Claims Agent: KCC (*click on company name above for free docket access)
• Other Parties in Interest:
  • Prepetition ABL Agent and DIP ABL Agent:
    • Legal: Skadden Arps Slate Meagher & Flom LLP (Shana Elberg, Christopher Dressel, Anthony Clark, Robert Weber, Cameron Fee)
    • Financial Advisor: Perella Weinberg Partners
  • DIP Term Loan Agent: Wilmington Trust NA
    • Legal: Alston & Bird LLP (Jason Solomon)
  • Supporting Term Loan Lenders: GSO Capital Partners, ABR Reinsurance Ltd., Consumer Program Administrators Inc., Irving LLC
    • Legal: Morgan Lewis & Bockius LLP (Frederick Eisenbeigler, Andrew Gallo, Christopher Carter) & Richards Layton & Finger PA (Mark Collins, Amanda Steele, Joseph Barsalona)
  • 12% Subordinated Noteholder:
    • Legal: King & Spalding LLP (Jeffrey Pawlitz, Michael Handler)
  • Indenture Trustee FTF Note:
    • Legal: Robins Kaplan LLP (Howard Weg, Michael Delaney)
  • Production Resource Group LLC
    • Legal: Greenberg Traurig LLP (Todd Bowen) & Morrison Cohen LLP (Joseph Moldovan, Robert Dakis)
  • Wells Fargo NA
    • Legal: Otterbourg PC (Andrew Kramer)
  • Official Committee of Unsecured Creditors
    • Legal: SulmeyerKupetz PC (Alan Tippie, Mark Horoupian, Victor Sahn, David Kupetz) & (local) Whiteford Taylor & Preston LLC (Christopher Samis, L. Katherine Good, Aaron Stulman, Kevin Hroblak)
    • Financial Advisor: Province Inc. (Carol Cabello) 

Updated 5/19/18

New Chapter 11 Bankruptcy - Shiekh Shoes LLC

Shiekh Shoes LLC

• 11/29/17 Recap: More retail in bankruptcy. Here, the retailer of footwear, apparel and accessories aimed at the urban subculture has filed for bankruptcy. Of note, the company has 124 specialty retail store locations across ten states; it also owns "e-tailer" Karmaloop, which, itself, was in bankruptcy a few years ago. Interestingly, the Karmaloop transaction is now riddled in controversy and serves as a cautionary tale to any purchaser of distressed retail assets like customer lists which, as we've seen from a variety of retail bankruptcies of late, is often one of the more "valuable" assets a retailer has. Data, baby, data! Of course, the data needs to be current and relevant as opposed to technologically engineered and enhanced. Which, the company alleges, is exactly what Comvest Partners did with Karmaloop's customer lists. The company notes, "The Debtor’s decision to acquire Karmaloop was based on Comvest’s representation that it had accumulated approximately 6 million unique customer email addresses, 3.7 million of which were alleged to be responsive/active consumers. After the acquisition was finalized in March of 2016, however, the Debtor found out that more than 80% of these emails were no longer valid and the overall health status of the Karmaloop email database/system was in very poor condition." The company continues, "The evidence discovered by the Debtor’s CTO and E-Commerce Director further indicated a concerted effort by Comvest/Karmaloop executives, and third party email ecommerce marketer, Klaviyo, to conceal the poor condition of the email list to give the appearance to prospective buyers that Comvest had “stabilized” losses and “grown” the business since taking over after Karmaloop’s prior bankruptcy in 2015 (out of which Comvest purchased Karmaloop). This was achieved by, among other means, constantly switching IP addresses so the company would not be blacklisted, as well as changing the code on both the Karmaloop and PLNDR sites to double-count traffic on the websites. Interestingly, the “double-pixel” (the means through which Karmaloop was doublecounting traffic on the websites to create the appearance the websites were experiencing increased traffic) was removed from Karmaloop’s website shortly before the Debtor took over and site traffic quickly nosedived. Thus, the Debtor has reason to believe Comvest knew the representations it made in the offering memoranda were false and it took affirmative steps to cover it up." As if this wasn't enough, the company also discovered that its "confidential" email list was in the possession of another business, the result of a previously-undisclosed pre-acquisition settlement between Karmaloop and a vendor. On account of these issues, it looks like the company and Comvest are primed for a bankruptcy court battle royale. Compounding matters is the company's reliance on Nike Inc. ($NKE) for product. Nike, the company notes, refused to ship product to the company without cash in advance payment; it also didn't support the company's attempted Midwest expansion. Unfortunately, that lack of support came after the company had already committed the capital to pursue said expansion. Whoopsies. Now, the company is unwinding those efforts. The company is also planning to close 31 stores. Yay #retailapocalypse! The company has no plan in bankruptcy other than to leverage the appropriate provisions of the bankruptcy code to pursue a restructuring of leases and its debt. Liquidation isn't out of the realm of possibility which, naturally, isn't great Christmas news for the company's 1,743 employees. One final note: the company noted soft sales in men's shoes (Nike and Brand Jordan): this seems consistent with the broader footwear narrative that specialty footwear and Adidas are eating into Nike's market share. 
• Jurisdiction: C.D. of California (Judge Zurzolo)
• Capital Structure: $20mm RCF (State Bank and Trust Company & Comvest Capital II LP), $15mm unsecured LOC    
• Company Professionals:
  • Legal:  SulmeyerKupetz PC (David Kupetz, Asa Hami, Steven Werth)
  • Financial Advisor:  KGI Advisors Inc.
  • Real Estate Advisors: Gordon Brothers Retail Partners LLC
• Other Parties in Interest:
  • Comvest Partners II LP
    • Legal: Goldberg Kohn Ltd. (Randall Klein, Dimitri Karcazes) & (local) Robins Kaplan LLP (Scott Gautier, Kevin Meek)

Updated 11/30/17

New Filing - Nasty Gal Inc.

Nasty Gal Inc.

• 11/9/16 Recap: Sophia Amoruso's provocative female-fashion e-commerce retailer with two California brick-and-mortar locations collapses under the weight of its own growth, global currency effects, and the inability to tap capital markets given depressed valuations for retailers, generally, and e-commerce businesses, specifically, and files for bankruptcy to delever its balance sheet. There is no stalking horse bidder for the assets. 87% of its revenues are from e-commerce. The company had at least $65mm of venture capital funding (Index Ventures, Ron Johnson).
• Jurisdiction: C.D. of California
• Capital Structure: $15mm secured debt (Hercules Technology Growth Capital Inc.), $5mm unsecured convertible bridge loan (at 3x liquidation preference)(Stamos & Johnson Fund I, LLP)   
• Company Professionals:
  • Legal: Robins Kaplan LLP (Scott Gautier, Lorie Ball, Kevin Meek)
  • Investment Banker: Peter J. Soloman Company 
  • Claims Agent: Rust Consulting/Omni Bankruptcy (*click on company name for docket)
• Other Parties in Interest:
  • Hercules Technology Growth Capital Inc.
    • Legal: Cole Schotz (Stuart Komrower, Ryan Jareck) & (local) Pachulski (Jeffrey Pomerantz, Jeffrey Dulberg)
  • Boohoo F I Limited
    • Legal: Troutman Sanders LLP (Penelope Parmes, Harris Winsberg, Stephen Roach)
  • Unsecured Creditors' Committee
    • Legal: Levene Neale Bender Yoo & Brill LLP (Gary Klausner, Todd Arnold)
    • Financial Advisor: B. Riley & Co. 

Updated 12/30/16