😷New Chapter 11 Bankruptcy Filing - Trident Holding Company LLC😷

Trident Holding Company LLC

February 10, 2019

It looks like all of those 2018 predictions about healthcare-related distress were off by a year. We’re merely in mid-February and already there has been a full slate of healthcare bankruptcy filings. Here, Trident Holding Company LLC, a Maryland-based provider of bedside diagnostic and other services (i.e., x-ray, ultrasound, cardiac monitoring) filed for bankruptcy in the Southern District of New York. What’s interesting about the filing is that it is particularly light on detail: it includes the standard description of the capital structure and recent efforts to restructure, but there is a dearth of information about the history of the company and its financial performance. There is, however, a restructuring support agreement with the company’s priority first lien lenders.

Here’s a quick look at the company’s capital structure which is a large factor driving the company into bankruptcy:

Source: First Day Declaration

Source: First Day Declaration

As you can see, the company has a considerable amount of debt. The above-reflected “Priority First Lien Facility” is a fairly recent development, having been put in place as recently as April 2018. That facility, provided by Silver Point, includes a $27.1mm prepayment fee triggered upon the filing of the bankruptcy case. That’s certain to be a point of interest to an Official Committee of Unsecured Creditors. It also contributed to an onerous amount of debt service. Per the company:

In the midst of market and competitive challenges, Trident has significant debt service obligations. Over the course of 2018, Trident paid approximately $26,185,667.75 in cash interest on the Secured Credit Facilities. On January 31, 2019, the Company missed an interest payment of $9,187,477.07 on the Secured Credit Facilities, resulting in an Event of Default on February 8, 2019 after the cure period expired.

But, wait. There’s more. The recent uptick in distressed healthcare activity is beginning to aggregate and create a trickle-down bankruptcies-creating-bankruptcies effect:

Moreover, a number of recent customer bankruptcies – including those of Senior Care Centers, LLC, 4 West Holdings, Inc., and Promise Healthcare Group, LLC – have exacerbated the Company’s liquidity shortfall by limiting the collectability of amounts owed from these entities. A number of other customers who have not yet filed bankruptcy cases are generally not paying the Debtors within contractual terms due to their own liquidity problems. As a result of these collection difficulties and challenges with the new billing system in the Sparks Glencoe billing center, the Debtors recorded $27.8 million of extraordinary bad debt expense in 2018 and $12.7 million in 2017.

Ouch. Not to state the obvious, but if the start of 2019 is any indication, this is only going to get worse. The company estimates a net operating cash loss of $9.1mm in the first 30 days of the case.

Given the company’s struggles and burdensome capital structure, the company has been engaging its lenders for well over a year. In the end, however, it couldn’t work out an out-of-court resolution. Instead, the company filed its bankruptcy with a “restructuring support agreement” with Silver Point which, on account of its priority first lien holdings, is positioned well to drive this bus. And by “drive this bus,” we mean jam the junior creditors. Per the RSA, Silver Point will provide a $50mm DIP and drive the company hard towards a business plan and plan of reorganization. Indeed, the business plan is due within 36 days and a disclosure statement is due within a week thereafter. Meanwhile, the RSA as currently contemplated, gives Silver Point $105mm of take-back term loan paper and 100% of the equity of the company (subject to dilution). The first lien holders have a nice blank in the RSA next to their recovery amount and that recovery is predicated upon…wait for it…

…a “death trap.” That is, if they accept the plan they’ll currently get “ [●]%” but if they reject the plan they’ll get a big fat donut. Likewise, the second lien holders. General unsecured claimants would get a pro rata interest in a whopping $100k. Or the equivalent of what Skadden will bill in roughly, call it, 3 days of work??

The business plan, meanwhile, ought to be interesting. By all appearances, the company is in the midst of a massive strategic pivot. In addition to undertaking a barrage of operational fixes “…such as optimized pricing, measures to improve revenue cycle management by increasing collection rates, rationalizing certain services, reducing labor costs, better managing vendor spend, and reducing insurance costs,” the company intends to focus on its core business and exit unprofitable markets. While it retreats in certain respects, it also intends to expand in others: for instance, the company intends to “expand home health services to respond to the shifting of patients from [skilled nursing facilities] into home care.” Per the company:

Toward this end, Trident conducted successful home health care pilot programs in 2018 in two markets to optimize its Care at Home business model with radiology technicians dedicated to servicing home health patients. Trident hopes to expand this business model to an additional seven markets in 2019.

Like we said, a pivot. Which begs the question “why?” In addition to the debt, the company noted several other factors that drove it into bankruptcy. Chief among them? The rise of home health care. More from the company:

Trident has suffered ripple effects from the distress faced by skilled nursing facilities (“SNF”), which are its primary direct customers. SNF occupancy rates have declined to a multi-year low as a result of structural and reimbursement changes not yet offset by demographic trends. These structural changes include, among other things, patient migration to home health care. The decline in SNF occupancy rates has led to reduced demand for Trident’s services. At the same time, Trident has only had limited success reducing costs in response to lower volumes, as volume declines are driven by lower utilization per facility rather than a reduction in the number of facilities served.

This is a trend worth continued watching. Who else — like Trident — will be affected by this?

Large general unsecured creditors of the business include Grosvenor Capital Management, Jones Day (to the tune of $2.3mm…yikes), Konica Minolta Healthcare Americas Inc., McKesson ($MCK)(again!!…rough couple of weeks at McKesson), Quest Diagnostics Inc. ($DGX), Cardinal Health Inc. ($CAH) and others. They must be really jacked up about that pro rata $100k!!

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

  • Capital Structure: see above.

  • Professionals:

    • Legal: Skadden Arps Slate Meagher & Flom LLP (Paul Leake, Jason Kestecher, James Mazza Jr., Justin Winerman)

    • Independent Director: Alexander D. Greene

    • Financial Advisor: Ankura Consulting (Russell Perry, Ben Jones)

    • Investment Banker: PJT Partners LP (Mark Buschmann, Josh Abramson, Willie Evarts, Meera Satiani, Elsa Zhang)

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

  • Other Professionals:

    • Priority First Lien Admin Agent: SPCP Group LLC/Silver Point Finance LLC

      • Legal: Paul Weiss Rifkind Wharton & Garrison LLP (Alan Kornberg, Robert Britton, Lewis Clayton, Aidan Synnott, Christman Rice, Michael Turkel)

      • Financial Advisor: Houlihan Lokey LP

    • First Lien Agent: Cortland Capital Market Services LLC

      • Legal: White & Case LLP (Thomas Lauria, Erin Rosenberg, Jason Zakia, Harrison Denman, John Ramirez)

    • Ad Hoc Group of First Lien Lenders

      • Legal: Kirkland & Ellis LLP (Patrick Nash)

      • Financial Advisor: Greenhill & Co. Inc.

    • Second Lien Agent: Ares Capital Corporation

    • Ad Hoc Group of Second Lien Lenders

      • Legal: Latham & Watkins (Richard Levy, James Ktsanes)

    • Large Creditor: McKesson Medical-Surgical Inc.

      • Legal: Buchalter P.C. (Jeffrey Garfinkle)

    • Large Creditor: Quest Diagnostics

      • Legal: Morris James LLP (Brett Fallon)

    • Equity Sponsor: Revelstoke Capital Partners

      • Legal: Winston & Strawn LLP (Carey Schreiber, Carrie Hardman)

    • Equity Sponsor: Welltower Inc.

      • Legal: Sidley Austin LLP (Andrew Propps, Bojan Guzina)

    • Official Committee of Unsecured Creditors

      • Legal: Kilpatrick Townsend & Stockton LLP (David Posner, Gianfranco Finizio, Kelly Moynihan)

      • Financial Advisor: AlixPartners LLP (David MacGreevey)



New Chapter 22 Filing - New MACH Gen LLC

New MACH Gen LLC

6/11/18

In ⓶⓶Is A Fresh Batch of Chapter 22s Coming?⓶⓶, we asked "Did Talen Energy's Acquisition of MACH Gen Miss the Mark? (Short Synergy)". Apparently the answer is yes to both questions: MACH Gen is now in bankruptcy court for the second time in four years. 

New MACH Gen LLC and four affiliated debtors have filed a prepackaged chapter 11 bankruptcy that seeks to partially equitize its first lien debt, transfer interests in the Harquahala facility in Arizona to the First Lien Lenders, eliminate approximately $95 million of debt off of the company's balance sheet, shed approximately $20 million of annual interest expense, and reorganize around two of the debtor entities. If the plan is effectuated, the company will emerge from bankruptcy with a (slightly) trimmed down balance sheet including (i) $512 million of first lien debt split among a revolving credit facility and two term loans and provided by the prepetition First Lien Lenders and (ii) approximately $25 million in a new second lien term loan provided by Talen Energy Supply LLC. The First Lien Lenders have also agreed to provide a $20 million DIP credit facility. The proposed plan of reorganization appears to be fully consensual among the various debt and equity interest holders. Accordingly, the company hopes to confirm the plan within 45 days of filing and obtain regulatory approvals another within an additional 45 days. 

The company is the owner and manager of a portfolio of three natural gas-fired electric generating facilities: (1) a 1,080 MW facility located in Athens, New York that achieved commercial operation on May 5, 2004 (the “Athens Facility”); (2) a 1,092 MW facility located in Maricopa County, Arizona, that achieved commercial operation on September 11, 2004 (the “Harquahala Facility”); and (3) a 360 MW facility, located in Charlton, Massachusetts, that achieved commercial operation on April 12, 2001 (the “Millennium Facility,” and collectively with the Athens Facility and the Harquahala Facility, the “Facilities”). The company generates revenue by selling energy, capacity and ancillary services from the Facilities into relevant power markets. In the last fiscal year, the company generated approximately $269 million of operating revenue at a net loss of approximately $10 million. 

These numbers shouldn't really be surprising. In May we highlighted the following:

"Here is where natural gas prices were (i) in April 2014 around the time of the bankruptcy filing (5.97), (ii) in November 2015 (2.08) at the time of the Talen acquisition, (iii) in June 2016 (2.57) at the time of the announced Riverstone transaction, (iv) in December 2016 at the time the transaction closed (3.58) and (v) where they stand now (~2.69):"
Screen Shot 2018-06-11 at 9.41.11 AM.png

This change in the natural gas market (and regulatory hurdles) flipped "compelling future projections" to "a challenging operating environment" and, in 2016, the company "significantly underperformed" its way to a net loss of $589.8 million. Given the current environment for natural gas, we'll see whether this transaction does the trick. After all, as the company notes, "[a]though the Plan will result in the elimination of debt, Reorganized MACH Gen will continue to have a significant amount of indebtedness after the Effective Date." See you in four years? 

  • Jurisdiction: D. of Delaware
  • Capital Structure: $132.9mm first lien RCF (CLMG Corp., Beal Bank SSB), $465.1mm first lien TL,      
  • Company Professionals:
    • Legal: Young Conaway Stargatt & Taylor LLP (Robert Brady, Edmon Morton, Kenneth Enos, Elizabeth Justison)
    • Financial Advisor: Alvarez & Marsal LLC (Ryan Omohundro)
    • Investment Banker: Evercore LLC (Bo Yi)
    • Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
  • First Lien & DIP Agent: CLMG Corp.
  • First Lien Lenders: Beal Bank USA/SSB
    • Legal: White & Case LLP (Thomas Lauria, Scott Greissman, Elizabeth Feld)
  • Talen Energy Supply LLC 
    • Legal: Skadden Arps Slate Meagher & Flom LLP (Lisa Laukitis) 

New Filing - Commonwealth of Puerto Rico

Commonwealth of Puerto Rico & Puerto Rico Sales Tax Financing Corporation ("COFINA")

  • 5/3/17 Recap: The Commonwealth of Puerto Rico filed a petition for relief under Title III of the the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). Much has been written on this situation and so we're going to keep this brief. We're also going to shed the snark. Why? Well, because this is truly a sad story. GNP in Puerto Rico has declined over 14% in the last decade. The unemployment rate is 12.1% as of 10/16. The labor participation rate plummeted to 40%. The population has declined by 10% over the last decade. 46.1% of PR's residents live below the federal poverty level: the national average is 14.7% and Detroit's poverty level at the time of filing for Chapter 9 was 36%. Brutal. All in, the Commonwealth has $74 billion of bond debt and $48 billion of unfunded pension liabilities. A total dumpster fire.
  • Jurisdiction: United States District Court for the District of Puerto Rico
  • Capital Structure:

 

  • Professionals:
    • Counsel to the Oversight Board: Proskauer Rose LLP (Martin Bienenstock, Scott Rutsky, Philip Abelson, Ehud Barak, Maja Zerjal, Timothy Mungovan, Steven Ratner, Paul Possinger) & O'Neill & Borges LLC (Hermann Bauer)
    • Strategic Consultant to the Oversight Board: McKinsey & Co.
    • Municipal Investment Banker to the Oversight Board: Citigroup Global Markets
    • Financial Advisor to the Oversight Board: Ernst & Young LLP
    • Counsel to the Puerto Rico Tax Agency and Financial Advisory Authority: O'Melveny & Myers LLP (John Rapisardi, Suzzanne Uhland, Peter Friedman)
    • Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Ad Hoc Retiree Committee
      • Legal: Bennazar Garcia & Milian CSP (A.J. Bennazar-Zequeira) & Clark Hill PLC (Robert Gordon, Shannon Deeby, Jennifer Green)
    • National Public Finance Guarantee Corporation
      • Legal: Weil (Marcia Goldstein, Kelly DiBlasi, Gabriel Morgan)
    • Ambac Assurance Corporation
      • Legal: Milbank Tweed & McCloy LLP (Dennis Dunne, Andrew Leblanc, Atara Miller)
    • UBS Family of Funds
      • Legal: White & Case LLP (John Cunningham)
    • Oppenheimer Funds
      • Legal: Kramer Levin Naftalis & Frankel LLP (Thomas Mayer, Amy Caton, Douglas Buckley, David Blabey Jr., Phillip Bentley)
    • American Federation of State, County and Municipal Employees
      • Legal: Saul Ewing LLP (Dipesh Patel, Sharon Levine)
    • The Employees Retirement System of the Government of the Commonwealth of Puerto Rico
      • Legal: DLA Piper LLP (Richard Chesley, Rachel Albanese)
    • Goldman Sachs Asset Management LP
      • Legal: McDermott Will & Emery LLP (James Kapp, Megan Thibert-Ind, William Smith)
    • Trustee: Bank of New York Mellon 
      • Legal: Reed Smith LLP (Luke Sizemore, Eric Schaffer, Kurt Gwynne)

Updated 5/11/17

From the Commonwealth's petition.

From the Commonwealth's petition.

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 - Ultrapetrol (Bahamas) Ltd.

Ultrapetrol (Bahamas) Ltd.

  • 2/6/17 Recap: Private equity backed marine shipping company files for prepackaged chapter 11 to effectuate sale of assets, the proceeds from which will be used to pay down debt. Sparrow Capital Investments Ltd. will purchase the company's river business holding companies for $73mm in cash. Barry Ridings of Lazard will be on the reorganized company's Board of Directors (and collect an $80k paycheck).
  • Jurisdiction: S.D. of New York
  • Capital Structure: $566mm '21 8.875% notes & credit facilities with International Finance and OPEC Fund.     
  • Company Professionals:
    • Legal: Zirinsky Law Partners PLLC (Bruce Zirinsky, Sharon Richardson) & Hughes Hubbard LLP (Christopher Kiplok, Erin Diers, Dustin Smith) & Seward & Kissel (Ronald Cohen, Lawrence Rutkowski, Anthony Tu-Sekine)
    • Financial Advisor: AlixPartners International LLP (Rebecca Roof, Stephen Spitzer, Peter Baldwin, Jon Bryant)
    • Investment Banker: Miller Buckfire & Co. LLC (Kevin Haggard)
    • Claims Agent: Prime Clerk LLC (*click on case name above for free docket)
  • Other Parties in Interest:
    • Ad Hoc Group of Noteholders
      • Legal: Milbank Tweed Hadley & McCloy LLP (Tyson Lomazow)
      • Financial Advisor: PJT Partners Inc.
    • Offshore Agent: DVB Bank SE and DVB Bank Americas N.V.
      • Legal: White & Case LLP (Scott Greissman, Mark Franke)
      • Financial Advisor: Houlihan Lokey
    • IFC/OPEC Fund
      • Legal: Mayer Brown LLP (Frederick Hyman, Sean Scott,)
      • Financial Advisor: FTI Consulting Canada ULC
    • Sparrow Capital Investments Ltd.
      • Legal: Chadbourne & Parke LLP (Andrew Rosenblatt, Marc Ashley, Robert Kirby)

Updated 3/30/17

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