⚡️New Chapter 11 Bankruptcy Filing - Empire Generating Co LLC⚡️

Empire Generating Co LLC

May 19, 2019

We love when companies that have been circling around the bankruptcy bowl finally get flushed into bankruptcy court. Empire Generating Company is a name that has been kicking around distressed circles for some time now: The Wall Street Journal wrote about it a year ago, back in May 2018. Alas, it now sits within the Southern District of New York. It is the latest in a line of power producers to file for bankruptcy in recent years.

The company owns and operates a (now) dual-fuel power plant in Rensselaer New York; as a merchant power plant, it sells electricity in the wholesale market that ultimately helps power New York’s electrical grid. Very soon, it will likewise be able to generate revenue in New England. In fiscal year 2017, the company generated $91.8mm of revenue and $16.77 of EBITDA. EBITDA decreased to $11.05mm in 2018. The company also has a meaningful amount of debt. As of the petition date, its outstanding owed amounts under its credit facility total $353.4mm. Its $20mm revolver matured in March 2019.

The company cites some interesting causes for its filing. First, it gives an economics 101 lesson, saying that coal and nuclear facilities in New York haven’t been retired quickly enough to limit electricity supply and put upward pressure on prices. Second, it blames progressives (Cuomo!!): New York’s Clean Energy Standard requires that 50% of NY’s electricity come from renewables by 2030, creating yet another supply/demand imbalance that has placed “downward pressure on the price for energy generated by other sources.” Third, unlike retailers who blame bad weather for under performance all of the time, this company actually has a viable excuse: the abnormally cold winter of 2017/2018 increased natural gas prices, compressing the company’s margins. At the time, the company wasn’t yet “dual-fuel” and, therefore, relied exclusively on natural gas whereas competitors could toggle to more economical fuel oil instead. This confluence of factors ultimately led the company to default under its loan docs.

The company has since been in a state of perpetual forbearance with an ad hoc group of pre-petition lenders. It was on the verge of a prepackaged solution to its balance sheet but time ticked away and the company’s pesky lenders traded out of their respective positions. Per the company:

Once the debt trades settled, approximately 55% of the Credit Facility was held by the Consenting Lenders (Black Diamond and MJX), and approximately 34% of the Credit Facility was held by funds managed by Ares Capital (“Ares”).

For the uninitiated, debtors need 2/3 of the amount of a particular tranche of debt to approve a deal for a plan of reorganization to be confirmed by the bankruptcy court. As you can see from the percentages above, Ares Capital and the “Consenting Lenders” (Black Diamond Capital Management LLC & MJX Asset Management LLC) had “blocking positions,” eliminating the possibility of surpassing the required threshold. Months of negotiations ensued and, apparently, Ares and Black Diamond simply couldn’t get along. Uh, yeah, bros: Black Diamond is kinda known for not getting along. Just sayin.

In lieu of an agreement with those parties, the company has secured, pursuant to a restructuring support agreement, a commitment by Black Diamond Capital Management LLC & MJX Asset Management LLC to credit bid — subject to higher and better offers — their debt in exchange for a 100% interest in the reorganized company. The company has, in turn, rejected a proposal from Ares Capital that would confer $37.8mm in cash and 89.75% equity of an acquisition vehicle as consideration for the company’s assets (which it values at a total of $369mm). Why? It concluded that the offer was neither higher nor better than the credit bid; it also had concerns about valuation, approval and feasibility (feasibility!!!!!). Otherwise, the company be like, “PEACE, B*TCHES, WE DON’T WANT NO PART OF THIS INTERCREDITOR DISPUTE.”

And an intercreditor dispute there is! Ares objected right away to the company’s proposed cash collateral, among other things, saying that Black Diamond is steering the company like a meek little sheep. The objection is too lengthy to recant here but, suffice it to say, it looks like we can expect an old school private equity battle over the course of the case. Judge Drain more or less shot down Ares at the hearing, questioning, even, whether they had standing to object; he then went on to amend the proposed cash collateral order.

Absent a settlement between the funds, this will not be the last fight in the case. Pop the popcorn.

  • Jurisdiction: (Judge Drain)

  • Capital Structure: $20mm RCF, $430mm Term B loan, $30mm Term C loan

  • Professionals:

    • Legal: Steinhilber Swanson LLP (Michael Richman) & Hunton Andrews Kurth LLP (Peter Partee Sr., Robert Rich, Michael Legge)

    • Financial Advisor: RPA Advisors (Chip Cummins)

    • Investment Banker:

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

  • Other Parties in Interest:

    • Secured Lenders: Black Diamond Capital Management LLC & MJX Asset Management LLC

      • Legal: Skadden Arps Slate Meagher & Flom LLP (Christine Okike, Albert Hogan III, Carl Tullson)

    • Secured Lender: Ares Capital LP

      • Legal: Kirkland & Ellis LLP (James Sprayragen, Brian Schartz, Anup Sathy, Stephen Hackney, Alexandra Schwarzman)

    • Secured Lender: Starwood

      • Legal: Vinson & Elkins LLP (Steven Abramowitz)

    • Ad Hoc Group

      • Legal: Stroock & Stroock & Lavan LLP

    • Agent: Ankura Trust Company

      • Legal: Davis Polk & Wardwell LLP (Darren Klein)

New Chapter 11 Filing - iHeartMedia Inc.

iHeartMedia Inc.

3/14/18

iHeartMedia Inc., a leading global media company specializing in radio, outdoor, mobile, social, live media, on-demand entertainment and more, has filed for bankruptcy -- finally succumbing to its $20 billion of debt ($16 billion funded) and $1.4 billion of cash interest in 2017. WOWSERS. The company purports to have "an agreement in principle with the majority of [its] creditors and [its] financial sponsors that reflects widespread support across the capital structure for a comprehensive plan to restructure...$10 billion..." of debt.

The company notes $3.6 billion of revenue and unparalleled monthly reach ((we'll have more to say about this in this Sunday's Members-only newsletter (3/18/18) - this claim deserves an asterisk)). 

Still, as it also notes, the company faces significant headwinds. It states in its First Day Declaration,

"Among other factors, the global economic downturn that began in 2008 resulted in a decline in advertising and marketing spending by the Debtors’ customers, which resulted in a corresponding decline in advertising revenues across the Debtors’ business. Then, as the economy recovered, the Debtors’ industry faced new and intense competition from the rapidly-growing internet and digital advertising industry and the entry of on-demand streaming services, both of which siphoned off the share of advertiser revenues allocated by agencies and brands to broadcast radio. The Debtors have taken various operational steps to stem the negative effect of these trends; among other initiatives, the Debtors have successfully developed emerging platforms including its industry-leading iHeartRadio digital platform and nationally-recognized iHeartRadio-branded live events that are audio and video streamed and televised nationwide."

The company ought to expect these trends to continue.

Large creditors include Cumulus Media Inc. (~$5.6 million...yikes) and Spotify (~$2 million).  

  • Jurisdiction: S.D. of Texas
  • Capital Structure:    
Screen Shot 2018-03-15 at 2.28.26 PM.png

 

  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (James Sprayragen, Anup Sathy, Brian Wolfe, William Guerrieri, Christopher Marcus, Stephen Hackney, Richard U.S. Howell, Benjamin Rhode, AnnElyse Gibbons) & Jackson Walker LLP (Patricia Tomasco, Matthew Cavenaugh, Jennifer Wertz)
    • Financial Advisor to the Company: Moelis & Co. 
      • Legal: Latham & Watkins LLP (Caroline Reckler, Matthew Warren)
    • Restructuring Advisor to the Company: Alvarez & Marsal LLC
    • Legal for the Independent Directors: Munger Tolles & Olson LLP (Kevin Allred, Seth Goldman, Thomas Walper, John Spiegel)
    • Financial Advisor to the Independent Directors: Perella Weinberg Partners LP
    • Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Large Equity Holders: Bain Capital & Thomas H. Lee Partners
      • Legal: Weil Gotshal & Manges LLP (Matthew Barr, Christopher Lopez, Gabriel Morgan)
    • Potential Buyer: Liberty Media Corporation & Sirius XM Holdings Inc.
      • Legal: Weil Gotshal & Manges LLP (Stephen Karotkin, Ray Schrock, Alfredo Perez)
    • Successor Trustee for the 6.875% '18 Senior Notes and 7.25% '27 Senior Notes: Wilmington Savings Fund Society, FSB
      • Legal: White & Case LLP (Thomas Lauria, Jason Zakia, Erin Rosenberg, J. Christopher Shore, Harrison Denman, Michele Meises, Mark Franke, Michael Garza) & Pryor Cashman LLP (Seth Lieberman, Patrick Sibley, Matthew Silverman) & (local) Andrews Kurth Kenyon LLP (Robin Russell, Timothy A. Davidson II, Ashley Harper)
    • Successor Trustee for the 11.25% '21 Priority Guaranty Notes
      • Legal: Kelley Drye & Warren LLP (Eric Wilson, Benjamin Feder, Kristin Elliott)
    • Successor Trustee for the 14.00% Senior Notes due 2021
      • Legal: Norton Rose Fulbright (US) LLP (Jason Boland, Christy Rivera, Marian Baldwin Fuerst)
    • Term Loan/PGN Group
      • Legal: Jones Day (Thomas Howley, Bruce Bennett, Joshua Mester)
    • Ad Hoc Group of Term Loan Lenders
      • Legal: Arnold & Porter Kaye Scholer LLP (Michael Messersmith, Tyler Nurnberg, Sarah Gryll, Christopher Odell, Hannah Sibiski) 
    • TPG Specialty Lending Inc.
      • Legal: Schulte Roth & Zabel LLP (Adam Harris, David Hillman, James Bentley) & (local) Jones Walker LLP (Joseph Bain, Laura Ashley) 
    • Special Committees of the Board of Clear Channel Outdoor Holdings Inc.
      • Legal: Willkie Farr & Gallagher LLP (Matthew Feldman, Paul Shalhoub, Christopher Koenig, Jennifer Jay Hardy)
    • Ad Hoc Committee of 14% Senior Noteholders of iHeart Communications
      • Legal: Gibson Dunn & Crutcher LLP (Robert Klyman, Matt Williams, Keith Martorana, Matthew Porcelli) & (local) Porter Hedges LLP (John Higgins, Aaron Power, Samuel Spiers)
    • 9.00% Priority Guarantee Notes due 2019 Trustee: Wilmington Trust NA
      • Legal: Stroock & Stroock & Lavan LLP (Jayme Goldstein, Daniel Fliman, Brian Wells) & (local) Haynes and Boone, LLP (Charles Beckham Jr., Martha Wyrick, Kelsey Zottnick)
    • Citibank N.A.
      • Legal: Cahill Gordon & Reindel LLP (Joel Levitin, Richard Stieglitz Jr.) & (local) Locke Lord LLP (Berry Spears)
    • Delaware Trust Company
      • Legal: Quinn Emanuel Urquhart & Sullivan LLP (Benjamin Finestone, K. John Shaffer, Monica Tarazi, Victor Noskov)
    • Official Committee of Unsecured Creditors
      • Legal: Akin Gump Strauss Hauer & Feld LLP (Ira Dizengoff, Philip Dublin, Naomi Moss, Charles Gibbs, Marty Brimmage)

Updated 3/30/18

New Chapter 11 Bankruptcy - Velocity Pooling Vehicle LLC

Velocity Pooling Vehicle LLC

  • 11/15/17 Summary: A few weeks ago we questioned whether the restructuring industry ought to be focusing more on the automotive space, asking whether the bankruptcy of GST Autoleather Inc. was the canary in the coal mine. Now, here, Velocity Pooling Vehicle LLC (d/b/a Motorsport Aftermarket), an Indianapolis-based motorcycle aftermarket parts seller has filed for bankruptcy to address its balance sheet in the face of declining trends in the motorcycle market. The company has announced a consensual restructuring pursuant to which it will equitize its debt; it intends to fast-track the case and emerge from bankruptcy in Q1 '18. The company has secured a $135mm DIP credit facility. Term lenders Monomoy Capital Partners, BlueMountain Capital and Contrarian Partners are coming out with the equity in the company. More to come.
  • Jurisdiction: D. of Delaware (Judge Carey)
  • Capital Structure: $295mm '21 TL (Wilmington Trust NA), $85mm '22 second lien TL     
  • Company Professionals:
    • Legal: Proskauer Rose LLP (Jeff Marwil, Paul Possinger, Christopher Hayes, Jeramy Webb) & (local) Cole Schotz P.C. (Norman Pernick)
    • Financial Advisor: AlixPartners LLP
    • Claims Agent: Donlin Recano & Co. Inc. (*click on company name above for free docket access once link appears)
  • Other Parties in Interest:
    • Administrative Agent: Wells Fargo Bank, NA
      • Legal: Goldberg Kohn Ltd. (Randall Klein, Prisca Kim) & (local) Richards Layton & Finger PA (John Knight, Brett Haywood)
    • Ad Hoc Group
      • Legal: Stroock & Stroock & Lavan LLP (Jayme Goldstein, Daniel Ginsberg, Matthew Garofalo) & (local) Young Conaway Stargatt & Taylor LLP (Edmon Morton, Matthew Lunn)

Updated 11/17/17 6:11 CT

New Chapter 11 Bankruptcy & CCAA - Toys "R" Us Inc.

Toys "R" Us Inc.

  • 9/19/17 Recap: So. Much. To. Unpack. Here. We've previously discussed the run-up to this massive chapter 11 bankruptcy filing here and here. Still, suffice it to say that, unlike many of the other retailers that have predictably filed for bankruptcy thus far in 2017, this one was different. This one seemingly came out of nowhere - particularly given the proximity to the holiday shopping season. Before we note what this case is, lets briefly cover what it isn't and clear the noise that is pervasive on the likes of Twitter: this is NOT "RIP" Toys "R" Us. We don't get overly sentimental usually but the papers filed with the bankruptcy court were well-written and touching: this is a store, a brand, that means a lot to a lot of people. And it's not going anywhere (the company will have its challenges to assure people that this is the case). This is a financial restructuring not a liquidation: the company simply hasn't been able to evolve while paying $400mm in annual interest expense on over $5b of private equity infused debt. Plain and simple. Yes, there are other challenges (blah blah blah, Amazon), but with that debt overhang, it appears the company hasn't been able to confront them (PETITION side note: an ill-conceived deal with Amazon 18 years ago is mind-blowing when viewed from the perspective of Amazon's long game). With this filing, the company is signaling that the time for short term band-aids to address its capital structure is over. Now, "[t]he time for change, and reinvestment in operations, has come." Decisive. Management isn't messing around anymore. With a reduction in debt, the company will be unshackled and able to focus on "general upkeep and the condition of...stores, [its] inability to provide expedited shipping options, and [its] lack of a subscription-based delivery service." Indeed, the company intends to use a $3.1b debtor-in-possession credit facility to begin investing in modernization immediately.
  • Interesting Facts:
    • Toy Manufacturers: Mattel ($MAT)(approx $136mm), Hasbro ($HAB) (approx $59mm) & Lego (approx $31.5mm) are among the top general unsecured creditors of the company. Mattel and Hasbro's stock traded down quite a bit yesterday on the rampant news of this filing. Query whether any of the $325mm of requested critical vendor money will apply to these companies.
    • The Power of the Media (read: NOT "fake news"): This CNBC piece helped push the company into bankruptcy. Bankruptcy professionals were retained in July (or earlier in the case of Lazard) to pursue capital structure solutions. In August the company engaged with some of its lenders. But then "...a news story published on September 6, 2017, reporting that the Debtors were considering a chapter 11 filing, started a dangerous game of dominos: within a week of its publication, nearly 40 percent of the Company’s domestic and international product vendors refused to ship product without cash on delivery, cash in advance, or, in some cases, payment of all outstanding obligations. Further, many of the credit insurers and factoring parties that support critical Toys “R” Us vendors withdrew support. Given the Company’s historic average of 60-day trade terms, payment of cash on delivery would require the Debtors to immediately obtain a significant amount—over $1.0 billion—of new liquidity." 
    • Revenue. The company generates 40% of its annual revenue during the holiday season.
    • Footprint. The company has approximately 1,697 stores and 257 licensed stores in 38 countries, plus additional e-commerce sites in various countries. The company has been shedding burdensome above-market leases and combining its Babies and Toys shops under one roof; it intends to continue its review of its real estate portfolio. Read: there WILL be store closures.
    • Eff the Competition. Toys has some choice words for its competition embedded in its bankruptcy papers; it accuses Walmart ($WMT) and Target ($TGT)(the "big box retailers") of slashing prices on toys and using toys as a loss leader to get bodies in doors; it further notes that "retailers such as Amazon are not concerned with making a profit at this juncture, rendering their pricing model impossible to compete with..." ($AMZN). Yikes. 
    • Experiential Retail. The company intends to invest in the "shopping experience" which will include (i) interactive spaces with rooms to use for parties, (ii) live product demonstrations put on by trained employees, and (iii) the freedom for employees to remove product from boxes to let kids play with the latest toys. And...wait for it...AUGMENTED REALITY. Boom. Toysrus.ar and Toysrus.ai here we come. 
  • Jurisdiction: E.D. of Virginia (Judge Phillips)
  • Capital Structure: see below     
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (Jamie Sprayragen, Anup Sathy, Edward Sassower, Chad Husnick, Joshua Sussberg, Robert Britton, Emily Geier) & (local) Kutak Rock LLP (Michael A. Condyles, 
      Peter J. Barrett, Jeremy S. Williams) & (Canadian counsel) Goodmans LLP
    • Legal to the Independent Board of Directors: Munger, Tolles & Olson LLP
    • Financial Advisor: Alvarez & Marsal North America LLC (Jeffrey Stegenga, Jonathan Goulding, Tom Behnke, Cari Turner, Jim Grover, Arjun Lal, Doug Lewandowski, Bobby Hoernschemeyer, Scott Safron, Kara Harmon, Nick Cherry, Adam Fialkowski)
    • Investment Banker: Lazard Freres & Co., LLC (David Kurtz)
    • Real Estate Consultant: A&G Realty Partners LLC (Andrew Graiser)
    • Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)
    • Communications Consultant: Joele Frank Wilkinson Brimmer Katcher
  • Other Parties in Interest:
  • ABL/FILO DIP Admin Agent: JPMorgan Chase Bank NA
    • Legal: Davis Polk & Wardwell LLP (Marshall Heubner, Brian Resnick, Eli Vonnegut, Veerle Roovers) & (local) Hunton & Williams LLP (Tyler Brown, Henry (Toby) Long III, Justin Paget)
  • DIP Admin Agent (Toys DE Inc). NexBank SSB & Ad Hoc Group of B-4 Lenders (Angelo Gordon & Co LP; Franklin Mutual Advisors LLC, HPS Investment Partners LLC, Marathon Asset Management LP, Redwood Capital Management LLC, Roystone Capital Management LP, and Solus Alternative Asset Management LP)
    • Legal: Wachtell Lipton Rosen & Katz (Joshua Feltman, Emil Kleinhaus, Neil Chatani) & (local) McGuireWoods LLP (Dion Hayes, Sarah Bohm, Douglas Foley)
  • Ad Hoc Group of Taj Noteholders.
    • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Brian Hermann, Samuel Lovett, Kellie Cairns) & (local) Whiteford Taylor & Preston LLP (Christopher Jones, Jennifer Wuebker)
  • Steering Committee of B-2 and B-3 Lenders (American Money Management, Columbia Threadneedle Investments, Ellington Management Group LLC, First Trust Advisors L.P., MJX Asset Management LLC, Pacific Coast Bankers Bank, Par-Four Investment Management LLC, Sound Point Capital Management, Taconic Capital Advisors LP).
    • Legal: Arnold & Porter Kaye Scholer LLP (Michael Messersmith, D. Tyler Nurnberg, Sarah Gryll, Rosa Evergreen)
  • 12% ’21 Senior Secured Notes Indenture Trustee: Wilmington Trust, National Association.
    • Legal: Kilpatrick Townsend & Stockton LLP (Todd Meyers, David Posner, Gianfranco Finizio) & (local) ThompsonMcMullan PC (David Ruby, William Prince IV)
  • Bank of America NA
      • Legal: Skadden Arps Slate Meagher & Flom LLP (Paul Leake, Shana Elberg, George Howard) & (local) Troutman Sanders LLP (Jonathan Hauser)
    • Private Equity Sponsors: Bain Capital Private Equity LP, Kohlberg Kravis Roberts & Co. L.P. ($KKR), and Vornado Realty Trust ($VNO)
  • Large Creditor: Mattel Inc.
    • Legal: Jones Day (Richard Wynne, Erin Brady, Aaron Gober-Sims) & (local) Michael Wilson PLC (Michael Wilson)
  • Large Creditor: LEGO Systems Inc.
    • Legal: Weil Gotshal & Manges LLP (Matthew Barr, Kelly DiBlasi) & (local) Walcott Rivers Gates (Cullen Speckhart)
  • Large Creditor: American Greetings Corporation.
    • Legal: Baker & Hosteler LLP (Benjamin Irwin, Eric Goodman)
  • Creditor: River Birch Capital
    • Legal: Andrews Kurth & Kenyon LLP (Paul Silverstein)
  • Creditor: Owl Creek Asset Management
    • Legal: Stroock Stroock & Lavan LLP (Samantha Martin)
  • TRU Trust 2016-TOYS, Commercial Mortgage Pass-Through Certificates, Series 2016-TOYS acting through Wells Fargo Bank NA
    • Legal: Dechert LLP (Allan Brilliant, Brian Greer, Stephen Wolpert, Humzah Soofi) & (local) Troutman Sanders LLP (Jonathan Hauser)
  • Trustee: Tru Taj DIP Notes (Wilmington Savings Fund Society FSB)
    • Legal: Porter Hedges LLP (Eric English) & (local) Spotts Fain PC (James Donaldson)
  • Committee of Unsecured Creditors (Mattel Inc., Evenflo Company Inc., Simon Property Group, Euler Hermes North America Insurance Co., Veritiv Operating Company, Huffy Corporation, KIMCO Realty, The Bank of New York Mellon, LEGO Systems Inc.)
First Day Declaration

First Day Declaration

First Day Declaration

First Day Declaration

Updated 10/5/17 11:40 am

New Chapter 11 Filing - 21st Century Oncology Holdings Inc.

21st Century Oncology Holdings Inc.

  • 5/21/17 Recap: People have been talking about an uptick in healthcare-related bankruptcies. Is this the start? Here, Florida-based cancer care provider founded in the early 80s with 179 locations (including some in South America and Latin America) finds itself in bankruptcy court after years of acquisitions (including once-bankrupt Oncure Holdings Inc.) and a perfect storm of causes - most notably, an over-levered balance sheet. Other contributing factors to the company's chapter 11 filing include (i) decreased reimbursements under current insurance programs, (ii) Medicare changes, (iii) a shift from higher revenue per treatment PPO insurance plans to HMO plans, and (iv) government regulations, penalties and settlements. Some government inquiries remain outstanding. The company has a restructuring support agreement in place, a proposed $75mm DIP credit facility, and the plan is to delever the balance sheet by up to $500mm.
  • Jurisdiction: S.D. of New York
  • Capital Structure: $599mm TL & $121mm RCF (Morgan Stanley Senior Funding), $35mm MDL Facility (Wilmington Savings Fund Society), $368mm 11% '23 senior unsecured notes (Wilmington Trust National Association), $19mm PIK notes    
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (James Sprayragen, Christopher Marcus, William Guerrieri, John Weber, Alexandra Schwarzman, Mark McKane, Michael Esser)
    • Financial Advisor: Alvarez & Marsal LLC (Paul Rundell)
    • Investment Banker: Millco Advisors LP (Brendan Hayes)
    • Claims Agent: KCC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Prepetition MDL Agent: Wilmington Savings Fund Society FSB
      • Legal: Pryor Cashman LLP (Seth Lieberman, Patrick Sibley, Matthew Silverman)
    • First Lien Ad Hoc Committee and DIP Lenders (Apex Credit Partners LLC, Black Diamond Capital Management LLC, BlueMountain CLO Management LLC, Carlson Capital LP, Deutsche Bank AG New York Branch, GMO Credit Opportunities Fund LP, Goldman Sachs Asset Management LP, HPS Investment Partners LLC, IA Clarington Investments Inc., Intermarket Corporation, Key Bank National Association, MJX Asset Management LLC, Morgan Stanley Senior Funding Inc., Och-Ziff Capital Investments LLC, Q Investments LP, Silver Rock Financial LP, Wazee Street Capital Management LLC, Wells Fargo NA)
      • Legal: Milbank Tweed Hadley & McCloy LLP (Dennis Dunne, Evan Fleck, Matthew Brod)
      • Financial Advisor: PJT Partners LP
    • Ad Hoc Group of Crossholder Lenders
      • Legal: Stroock Stroock & Lavan LLP  (Frank Merola, Jayme Goldstein, Matthew Schwartz, Samantha Martin)
      • Financial Advisor: Houlihan Lokey Capital Inc.
    • Major Equity Holders (Canada Pension Plan Investment Board, Vestar Capital Partners V LP)
      • Legal for CPPIB: Debevoise & Plimpton LLP (Mi Chi To)
    • DIP Administrative Agent: Morgan Stanley Senior Funding
      • Legal: Cahill Gordon & Reindel LLP (Joel Levitin, Richard Stieglitz Jr.)
    • Patient Care Ombudsman
      • Legal: Otterbourg PC (Melanie Cyganowski, Keith Costa, Jennifer Feeney)
    • Backstop Parties: Beach Point Capital Management LP, Governors Lane LP, JPMorgan Investment Management Inc., Oaktree Capital Management LP, Roystone Capital Management LP, HPS Investment Partners LLC
    • Official Committee of Unsecured Creditors
      • Legal: Morrison & Foerster LLP (Lorenzo Marinuzzi, Jonathan Levine, Daniel Harris, Benjamin Butterfield)

Updated 7/11/17

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 Chapter 11 Filing - Avaya Inc.

Avaya Inc.

  • 1/19/17 Recap: Late in its transition from a hardware-based business model to a software model, Santa Clara California based communications services provider filed a freefall bankruptcy to address its $6b+ balance sheet and ~$1.45b of pension/OPEB liabilities with the help of a proposed $725mm DIP Facility. 
  • Jurisdiction: S.D. of New York
  • Capital Structure: $55mm domestic ABL credit facility (Citigroup USA Inc.), $3.235b prepetition cash flow credit facility (Citigroup USA Inc.), $1b 7% '19 first priority note, $290mm 9% '19 second priority note, $1.384b 10.5% '21 second priority notes (Bank of New York Mellon Trust Company N.A.).   
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (Jayme Sprayragen, Jonathan Henes, Patrick Nash, Ryan Preston Dahl, Bradley Giordano, Justin Bernbrock, Kan Asimacopoulos, Bern Meyer-Loewy, Carl Pickerill, Asif Attarwala, Ameneh Bordi, Robert Britton, Jeremy Evans, Natasha Hwangpo, Stephen Iacovo, George Klidonas, Christopher Kochman, Justin Mercurio)
    • Financial Advisor: Zolfo Cooper LLC (Eric Koza, Charlie Carnaval, Jesse DelConte, Denise Lorenzo, Conor McShane, Fred Jelks, Andrew Ralph, Adam Searles, Jeff Wooding, Howard Gou, Eugene Lavrov, Rohan Joseph, Chris Baydar)
    • Investment Banker: Centerview Partners (John Bosacco)
    • Claims Agent: Prime Clerk (*click on company name for docket)
  • Other Parties in Interest:
    • DIP Agent: Citigroup Global Markets Inc.
      • Legal: Davis Polk & Wardwell LLP (Damian Schaible, Natasha Tsiouris, Aryeh Falk)
    • Ad Hoc First Lien Noteholders' Group (400 Capital Management LLC, Aegon USA Investment Management LLC, Alta Fundamental Advisors LLC, Anchorage Capital Group LLC, Apollo Management LP, Auburn Mesa LLC, Bain Capital Credit LP, Bank of America NA, Barclays Capital Inc., Benefit Street Partners LLC, Bennett Restructuring Fund Inc., Blackrock Financing Management Inc., Blackrock Advisors LLC, Blackrock Institutional Trust Company NA, BlueCrest Capital Management, Candlewood Group Investment Group LP, Canyon Capital Advisors LLC, Carlson Capital LP, Centerbridge Capital LP, Cetus Capital LLC, Columbia Management Investment Advisors LLC, Continental Casualty Company, CQS (US) LLC, Crescent Capital Group LP, CRG Financial LLC, Cyrus Capital Partners LP, Deutsche Bank AG Cayman Islands Branch, Driehaus Capital Management LLC, DW Catalyst Master Fund Ltd., Empyrean Investments LLC, Farallon Capital Partners LP, Farallon Capital Institutional Partners LP, Farallon Capital Institutional Partners V LP, Farallon Capital Institutional Partners II LP, Farallon Capital Offshore Investors II LP, Farallon Capital F5 Master I LP, Farallon Capital (AM) Investors LP, Farallon Capital Institutional Partners III LP, Noonday Offshore Inc., GLG LLC, Graham Capital Management, GSO Capital Partners LP, HG Vora Capital Management LLC, HPS Investment Partners LLC, Investcorp Credit Management US LLC, ISL Loan Trust, ISL Loan Trust II, J.H. Lane Partners LP, JPMorgan Chase Bank NA, JP Morgan Investment Management LLC, Lord Abbett & Co. LLC, Mariner Glen Oaks LP, Medtronic Holding Switzerland GMBH, Merced Capital LP, Merrill Lynch Pierce Fenner & Smith Inc., Midtown Acquisitions LP, MJX Asset Management LLC, Monarch Alternative Capital LP, Napier Park Global Capital, Newfleet Asset Management LLC, New Mexico State Investment Council, Nut Tree Capital Management LP, NYL Investors LLC, OZ Management LP, OZ Management II LP, OFI Global Asset Management Inc., Onex Credit Partners LLC, OSK V LLC, Par-Four Investment Management LLC, P. Schoenfeld Asset Management LP, Putnam Investments, Redwood Capital Management LLC, Sentinel Dome Partners LLC, Shenkman Capital Management Inc., Silver Point Capital LP, Standard General LP, Taconic Capital Advisors LP, Talamod Asset Management LLC, Telos Asset Management LLC, THL Credit, Voya CLO, Wayzata Opportunities Fund III, Wayzata Opportunities Fund Offshore III LP, Wells Fargo Bank NA, Whitebox Advisors LLC, Wolverine Flagship Fund Trading Limited, Z Capital Credit Partners)
      • Legal: Akin Gump Straus Hauer & Feld LLP (Ira Dizengoff, Philip Dublin)
      • Financial Advisor: PJT Partners LP 
    • Ad Hoc Crossover Noteholders' Group (Alden Global Capital LLC, AllianceBernstein LP, Avenue Capital Management II LLP, Benefit Street Partners, Susquehanna Advisors Group Inc., Franklin Mutual Advisors LLC, Greenlight Capital Inc., Highland Capital Management LP, PGIM Inc., Symphony Asset Management LLC)
    • Updated Ad Hoc Crossover Noteholders' Group (Less: Benefit Street Partners)
      • Legal: Stroock Stroock & Lavan LLP (Kris Hansen, Sayan Bhattacharyya, Gabriel Sasson)
      • Financial Advisor: Rothschild
    • Communications Workers of America
      • Legal: Saul Ewing LLP (Sharon Levine)
    • Successor Indenture Trustee: Wilmington Savings Fund Society FSB
      • Legal: Wilmer Cutler Pickering Hale & Doerr LLP (Andrew Goldman, Nancy Manzer)
    • First Lien Notes Trustee: Bank of New York Mellon Trust Company
      • Legal: Morgan Lewis & Bockius LLP (Glenn Siegel, Joshua Dorchak, Rachel Jaffe Mauceri)
    • Official Committee of Unsecured Creditors
      • Legal: Morrison & Foerster LLP (Lorenzo Marinuzzi, Todd Goren, Erica Richards, Benjamin Butterfield, Rahman Connelly, Andrew Kissner, James Newton)
      • Financial Advisor: Alvarez & Marsal LLC (David Miller, Byron Smyl, Marc Alms, Laureen Ryan, Rich Newman, Andrea Gonzalez, Hamish Allanson, Leslie Lambert, Vance Yudell, Jeff Gunsel, Steve Coverick)
      • Investment Banker: Jefferies LLC (Leon Szlezinger)

Updated 5/31/17

New Chapter 11 Bankruptcy Filing - Memorial Production Partners LP

Memorial Production Partners LP

  • 1/17/17 Recap: Utah-based oil and gas MLP filed bankruptcy to deleverage its balance sheet and swap out the entirety of its senior unsecured notes for equity. Shareholders set to receive a tip.
  • Jurisdiction: S.D. of Texas
  • Capital Structure: $700mm funded RCF (Wells Fargo), $646mm '21 7.625% senior unsecured notes, $465mm '22 6.875% senior unsecured notes (Wilmington Trust)  
  • Company Professionals:
    • Legal: Weil (Gary Holtzer, Alfredo Perez, Joseph Smolinsky, Edward Soto, Gabriel Morgan, Scott Bowling)
    • Financial Advisor: AlixPartners LLC (John Castellano)
    • Investment Banker: Perella Weinberg Partners
    • Claims Agent: Rust Bankruptcy/Omni Consulting (*click on company name for docket)
  • Other Parties in Interest:
    • Ad Hoc Group of Noteholders (Trust Asset Management, Brigade Capital Management, Citadel, Fir Tree Partners)
      • Legal: Davis Polk & Wardwell LLP (Brian Resnick, Angela Libby)
      • Financial Advisor: Miller Buckfire & Co., LLC
    • Wells Fargo
      • Legal: Linklaters LLP (Margot Schonholtz, Penelope Jensen, Christopher Hunker) & (local) Vinson & Elkins LLP (Paul E. Heath, Bradley Foxman)
    • Wilmington Trust
      • Legal: Stroock Stroock & Lavan LLP (Erez Gilad)

Updated 1/21/17

New Filing - Transmar Commodity Group Ltd.

Transmar Commodity Group Ltd.

  • 1/3/17 Recap: Cocoa supplier to major US and European chocolate manufacturers files for bankruptcy citing integration, hedging, and customer liquidity issues.   
  • Jurisdiction: S.D. of New York
  • Capital Structure: $400mm senior secured credit facility (ABN AMRO Capital USA) & $10mm unsecured credit facility (AMERRA Capital Management LLC)
  • Company Professionals:
    • Legal: Riker Danzig Scherer Hyland & Peretti LLP (Joseph Schwartz, Tara Schellhorn, Rachel Gillen) & (local) Klestadt Winters Jureller Southard & Stevens LLP (Tracy Klestadt, Joseph Corneau, Christopher Reilly)
    • Financial Advisor: Deloitte CRG (Robert Frezza)
    • Claims Agent: Donlin Recano (*click on company name for docket)
  • Other Parties in Interest:
    • ABN AMRO Capital USA
      • Legal: Stroock Stroock & Lavan LLP (Andrew DeNatale, Daniel Ginsberg, Matthew Garofalo)

Updated 1/21/17

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