⚡️Update: WeWork⚡️

This was us covering the hourly news diarrhea that came out about WeWork in the last 48 hours alone:


Which, we suppose, is better than how the company’s equity and existing noteholders must be managing:


Or the fine bankers over at JPMorgan Chase ($JPM) who are tasked with finding capital markets suckers…uh…investors…who’d be so kind as extend this steaming pile a lifeline:


So, sifting through the constant headlines, where are we at?

Okay, right. The hot mess of a liquidity profile and limited amount of debt capacity to get a deal done.  Nothing to see here. All good.

Reminder: it is widely believed that WeWork will run out of cash by the end of the year without a new deal in place. Axios reports:

The company reported $2.4 billion of cash at the end of June, with a first-half net loss of $904 million. At that pace, it should have been able to survive at least through the middle of 2020. But I'm told that it significantly increased spend in Q3, partially due to the lumpy nature of real estate cap-ex, believing it would be absorbed by $9 billion in proceeds from the IPO and concurrent debt deal. One source says that there's probably enough money to get through Thanksgiving, but not to Christmas.

Riiiiiight. So here are the options:

  • Softbank Group new equity and debt bailout pursuant to which they get control of WeWork and napalm Masa’s former boy, Adam Neumann, in the process. This would reportedly be an aggregate $3b package “to get through the next year” — repeat, TO GET THROUGH THE NEXT YEAR — with the equity component coming significantly cheaper than the previous self-imposed $47b valuation (at a $10b valuation); or

  • JPM arranges some hodge-podge debt package and tests the market’s never-ceasing thirst for yield, baby, yield. The early reports were that the financing package would be $3b, comprised of $1 billion of 9-11% secured debt, $2b of unsecured PIK notes yielding 15% (1/3 cash pay, 2/3 PIK), and letter of credit availability. Wait, 15%?! How does a company with no liquidity even pay that? That’s why the PIK component is so critical: it would simply add 2/3 of the interest due to the principal of the debt. Said another way, the debt would compound annually and creep past $2.5b in two years. Per Bloomberg, “The $2 billion of proposed unsecured debt may carry an additional sweetener for investors: equity warrants designed so that investors could boost their return to around 30% if the company gets to a $20 billion valuation, according to the person who described the structure.” Because debt won’t dilute equity like Softbank’s equity-heavy proposal would, WeWork insiders (read: Neumann) apparently prefer the JPM approach. Regardless of what insiders prefer, however, is whether the market will be receptive to what one investor dubbed, per Bloomberg, “substantial career risk.


We’re old enough to remember when WeWork’s notes rebounded a mere five days ago for reasons that were wildly inexplicable to us then and even more so now.

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So, to summarize, who are the big winners? IWG/Regus ($IWGFF)(long?). We’re pretty sure they’re loving what’s happening here; we have to imagine that the inbound calls have to be on the upswing. Also, the restructuring professionals. Whether you’re Weil Gotshal & Manges LLP (Softbank), Houlihan Lokey ($HLI)(Softbank), or Perella Weinberg Partners (WeWork’s Board of Directors), you’re incurring more billables/fees than you expected to mere days weeks ago. Somehow, some way, the restructuring pros always seem to come out ahead. And, finally, Goldman Sachs ($GS). Because there’s nothing more Goldman-y than them selling their prop stock right out from under a proposed IPO.



💥A War is Brewing: Elizabeth Warren vs. Private Equity💥

Scrutiny of Private Equity Increases

It’s hard to take policy positions seriously at this stage in the run-up to Election 2020 but that’s not stopping Elizabeth Warren. Following up on her dead-on-arrival venue reform proposal of last year, Ms. Warren released her “plan” for a “Stop Wall Street Looting Act” in July and it came back again this week in the context of collapsing private equity owned media companies.* Oh boy. EW is about to have the fury of private equity fat cats rain down upon her. That is, if they think it has even the slightest chance of ever becoming reality (it likely doesn’t but…maybe increasingly does?). 

Ms. Warren minces no words. She starts broadly:

“To raise wages, help small businesses, and spur economic growth, we need to shut down the Wall Street giveaways and rein in the financial industry so it stops sucking money out of the rest of the economy.”

She then narrows her aim:

“Private equity firms raise money from investors, kick in a little of their own, and then borrow tons more to buy other companies. Sometimes the companies do well. But far too often, the private equity firms are like vampires — bleeding the company dry and walking away enriched even as the company succumbs.”


“…the firms can use all sorts of tricks to get rich even if the companies they buy fail. Once they buy a company, they transfer the responsibility for repaying the debt they took on to the company that they just bought. Because they control the company, they can transfer money to themselves by charging high “management” and “consulting” fees, issuing generous dividends, and selling off assets like real estate for short-term gain. And the slash costs, fire workers, and gut long-term investments to free up more money to pay themselves.” 

“When companies buckle under the weight of these tactics, their workers, small business suppliers, bondholders, and the communities they serve are left holding the bag. But the managers can just walk away rich and move on to their next victim.” 

PETITION NOTE: See, e.g., Toys R Us, Payless Shoesource, Gymboree, rue21, Nine West, Shopko. Retail has been a particularly bloodied victim of PE gone awry but there are no limits. She continues:

“These firms are gobbling up more and more of the economy. They own companies that employ almost 6 million people. They own the nation’s second-largest nursing home operator, the largest single-family rental landlord, the second-largest grocery store chain, and one of the nation’s largest payday lenders. But some of the hardest-hit industries are retail and local news.” 

Insert the likes of Sun Capital Partners and Alden Global Management here. At this point in her diatribe, Warren unleashes some hellfire with a vicious summary of the Shopko bankruptcy case and current state of affairs of Denver Post. You have to read it.

And she doesn’t stop there: she then EW unleashes a fury of napalm all over the PE model. For example, she wants PE firms to guarantee the debt put on the balance sheet of acquisition targets. Yup, you read that right: GUARANTEE the debt.

Think about this: PE firm XYZ takes Jesse Pinkman Media private. It puts $200mm of equity behind $1b of secured debt split between a revolving credit facility and two term loans. XYZ then engages in the usual PE playbook: within two years the company issues two new tranches of unsecured notes, the proceeds of which are used to pay dividends to XYZ. The company sells real estate, the proceeds of which are used to pay dividends to XYZ, and then leases back the real estate to the company. The company RIFs 150 employees, the cost savings of which are used to pay dividends to XYZ. The company then struggles to generate revenue, has very little cost cutting flexibility, no non-core assets to sell, and ends up in default. Noteholders can then go after the company AND XYZ?!? And not just for fraudulent conveyances in bankruptcy which, as we all know, hasn’t exactly played out so well?!? POP US THE GREATEST TASTING POPCORN OF ALL TIME. SH*T WOULD GET JUICY. 

Warren also wants to hold PE firms responsible for pension obligations of the companies they buy. Ooof. That would eliminate PE backing of a lot of industrial companies. Given that Warren would also like to regulate banks more stringently, where would these businesses get financing to grow and expand their businesses? How, then, would they be able to make pension contributions? 

She also wants to eliminate management fees and limit PE firms’ ability to pay themselves dividends (which would presumably include eliminating dividend recaps). This, in effect, completely redefines equity risk. 

She also wants to modify the bankruptcy rules so that workers get paid and management teams can’t pocket special bonuses. She’s basically saying that the Bankruptcy Code is doing a poor job of guarding workers rights and enforcing restrictions on incentive plans. Remember Toys R Us? Those clowns paid themselves bonuses on the eve of bankruptcy and then had the audacity to pursue another round of bonuses immediately after filing. Bold a$$ mofos. 

She also wants to prevent lenders and investment managers from making “reckless loans” and then passing along the danger to outside investors without maintaining any of the risk. In other words, she’s got her eyes on the syndication market too.

She also wants to eliminate carried interest which lets money managers pay lower capital gains rates rates rather than ordinary income tax rates. We’re old enough to remember when President Trump also said he’d go after this. Somehow, nobody ever does. Will Warren buck the trend?

She concludes:

“These changes would shrink the sector and push the remaining private equity firms to make investments that help companies rather than stripping them down for parts.”

Said another way, these changes could decimate the PE market.** 💥


A recent study of private equity by researchers at Harvard University, University of Chicago, University of Michigan, University of Maryland, and the U.S. Census Bureau may or may not help matters. The study demonstrates that private equity does, in fact, lead to increased employment in certain scenarios while resulting in decreased employment in others. In a nutshell, within two years of a transaction, employment:

  • ⬇️13% in buyouts of listed companies;

  • ⬇️16% in carveouts (i.e., deals for a part of a company);

  • ⬆️13% in buyouts of private companies; and

  • ⬆️10% in private-to-private sales from one PE shop to another.

These contrasting outcomes call into question sweeping proposals like Ms. Warren’s — and y’all know we’re not exactly apologists for private equity. Indeed, the authors write:

In his presidential address to the American Finance Association, Zingales (2015) makes the case that we “cannot argue deductively that all finance is good [or bad]. To separate the wheat from the chaff, we need to identify the rent-seeking components of finance, i.e., those activities that while profitable from an individual point of view are not so from a societal point of view.” Our study takes up that challenge for private equity buyouts, a major financial enterprise that critics see as dominated by rent-seeking activities with little in the way of societal benefits. We find that the real-side effects of buyouts on target firms and their workers vary greatly by deal type and market conditions. To continue the metaphor, separating wheat from chaff in private equity requires a fine-grained analysis.

This conclusion cast doubts on the efficacy of “one-size-fits-all” policy prescriptions for private equity. Our results also highlight how buyouts can lead to large productivity gains on the one hand and job and wage losses for incumbent workers on the other. This mix of consequences presents serious challenges for policy design, particularly in an era of slow productivity growth (which ultimately drives living standards) and concerns about economic inequality. (emphasis added)


*The news that sparked Ms. Warren’s renewed fire was the announcement that Splinter, a digital media company, was shutting down. G/O Media, backed by private equity firm Great Hill Partners, purchased the the news site from Univision back in April after Univision acquired the property post-Gawker dismantling. Ironically, as Dan Primack points out, the transaction was financed with all equity, not debt, which calls into question whether Warren’s plan even applies.

**Ms. Warren has already started targeting PE-owned for-profit colleges and prison service companies.

💩Workers’ Compensation, Powered by Private Equity💩

One Call Corporation is a Florida-based private equity-owned (Apax Partners) provider of “cost containment services to the workers’ compensation industry.” It’s a B2B service in that its clients are payors, i.e., insurers. The company formed in 2013 after Apax Partners acquired One Call Care Management, the predecessor entity, from private equity firm Odyssey Investment Partners (terms undisclosed) and contemporaneously acquired Align Networks from growth equity firm General Atlantic and The Riverside Company and merged the two together to form Once Call Corporation.

We bet you’re wondering: how complex can a workers’ comp solutions provider really be? We mean…this has to be the least sexy business ever. That said, we’re glad you asked. This company has a stupefying amount of debt on its balance sheet! $2b, in fact. You really have to love private equity.

You also have to really love poop-frosted layer cake capital structures:

  • $56.6mm ‘22 revolver;

  • $842.6mm ‘22 L+5.25% Term Loan B;

  • $37.9mm ‘20 L+4% Term Loan B

  • $343mm ‘24 7.5%/11% PIK new first lien toggle notes;

  • $349mm ‘20 L+3.75%/6% PIK 1.5 first lien term loan (KKR, GSO Capital Markets);

  • $94.7mm ‘24 7.5% first lien notes;* and

  • $291mm ‘24 10% second lien notes.*

You get all of that? This may be the first time a capital structure for a company single-handedly put us across our newsletter length limitations. Sheesh that’s a lot of debt. And this is after an exchange transaction earlier this year in which the two tranches above with asterisks were (clearly not wholly) exchanged for the $343mm PIK toggle notes. That transaction — and, no doubt, all the fees that came with it — bought the company…

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…a rather insignificant amount of time, it seems. The company’s performance apparently cannot sustain that much debt. Per Bloomberg:

Cash has been running short at One Call, which recently drew $50 million from its $56.6 million revolver…. Leverage was around 6.95 times earnings at mid-year, bumping up against the 7-times limit in its lender agreement….

So, the company has covenant issues and a lack of liquidity. It therefore failed to make an interest payment on the $291mm second lien notes on October 1 and it’s now operating amidst a customary 30-day grace period. No cash and little covenant room = no bueno. But, you know what it does have? A blog. That’s right, a blog. And the company is a prolific poster:

For the past couple of weeks, we have been engaging with our lenders on a comprehensive solution that will ensure One Call has an appropriate capital structure to support our long-term business objectives. As these constructive discussions continue, we decided to take advantage of an available grace period for making an interest payment due October 1 under the terms of one of our debt agreements. This grace period, which is fairly standard, allows us to defer this payment for 30 days – without constituting an event of default – while we work together on a solution.

S&P promptly downgraded the company to CC from CCC and put it on CreditWatch.

Per Bloomberg, negotiations are ongoing as to how the capital structure will be dealt with. Suffice it to say, this sucker will file for bankruptcy. And they’ll likely try and make quick work of it. We can’t wait to see how the company manufactures venue in White Plains given that its legal and restructuring advisory professionals are the same dynamic duo from FullBeauty, Sungard and Deluxe Entertainment. Lately, with these characters, “quick work of it” is a matter of relative degree.

⛓What We're Reading: Week of October 13, 2019 (5 Reads)⛓

1. Automation (Long Andrew Yang?). A new report from the Federal Reserve Bank of San Francisco highlights the dangers of automation to the American worker:

The portion of national income that goes to workers, known as the labor share, has fallen substantially over the past 20 years. Even with strong employment growth in recent years, the labor share has remained at historically low levels. Automation has been an important driving factor. While it has increased labor productivity, the threat of automation has also weakened workers’ bargaining power in wage negotiations and led to stagnant wage growth. Analysis suggests that automation contributed substantially to the decline in the labor share.

2. Experiences (Long the “Data is the New Oil” Narrative). In response to “🎯Experiences Galore: Dave & Buster’s Complains of Cannibalization (Short Arcades)🎯,” one loyal PETITION reader sent us this piece, wherein Bloomberg describes how Steve Cohen’s Point72 analyzed geo-location data linked to (allegedly) anonymous credit card information to determine that there’s a direct negative correlation between Topgolf and Dave & Buster’s Entertainment Inc. ($PLAY). They noted “when customers went to entertainment venue Topgolf for the first time, their spending at a nearby Dave & Buster’s went down immediately….” The fund shorted PLAY as a result. Similarly, it used data to determine that alternative diets, i.e., Keto, were taking a bite out of Weight Watchers’ ($WW) business.

Topgolf, meanwhile, seems poised to IPO in 2020…maybe. We’ll see what the IPO markets are like in the wake of WeWork. Per Pitchbook, “[i]t’s unclear if the company is currently profitable.” 🤔

3. Malls (Long the “Over-Malled” Theme). This is a bit older, but here, Garrick Brown, Vice-President of Retail Intelligence at Cushman & Wakefield has some interesting numbers about malls:

I just finished crunching mall tenant sales per square foot data and the news may surprise some of you. Trophy malls (those with sales of $900 psf or more) currently average $1,257 psf. This has increased by 16.7% over the last three years. Class A malls ($600 - $900 psf) now average $714 psf and have increased 9.3% over the past three years. Class B malls ($300 - $600 psf) now average $402. This has fallen 1% since 2016. However if you exclude 18 centers that invested in significant upgrades the decline overall would have been -7.8%. Class C (-$300 psf) now average $213 and have seen a 13.7% decline over the past three years. Bifurcation is real. Strong getting stronger. Weak getting weaker. Quality wins.

Now, we would love to see how, even in the A malls, that average has changed over the last three years. We’d have to think that, even there, the trends are declining somewhat. Also, this was pre-Forever 21 filing for bankruptcy so the effects of that won’t flow through these numbers for some time.

4. Restaurants (Short Franchisees). Franchisee debt levels are starting to cause concern. Per Restaurant Business:

Franchise systems like McDonald’s, Wendy’s, Burger King, Jack in the Box and many others have been selling corporate stores to franchisees, relying on operators to provide the capital needed to fund remodels and build new units.

Lenders have been eager to make loans to these operators. And franchise systems have taken advantage of this availability of capital to fuel remodel programs.

As a result, debt levels have soared for franchisees. In a note this week, Bernstein Research analyst Sara Senatore noted that the leverage ratio for McDonald’s franchisees grew to 3.1 times earnings before interest, taxes, depreciation and amortization, or EBITDA, in 2018. In 2008, that ratio was just 1.3.

For Wendy’s, that ratio is even worse: 7 times EBITDA, from 5.7 in 2008.


5. Retail Ad Budgets (Long Ingenuity). Are all of those retailers who are planning on spending more on social media and marketing going to get bang for their buck? This suggests there’s reason for skepticism. Given the decrease in mall foot traffic, retailers are increasingly getting stuck between a rock (e-commerce saturation, limited ad supply, questionable tracking metrics and performance) and a hard place (brick-and-mortar leases, environmentalism).

💨WeWork (Long Death Spirals & Cascading Effects)💨

The Co-Working Giant Spirals Amidst Liquidity Crunch Sparking Landlord and CMBS Worries

Alison Griswold’s Oversharing newsletter has been all over the WeWork mess and this recent missive includes a solid and stunning collection of links-all-things-WeWork. Things could get even worse if a financing doesn’t get done. Like, soon. Per The Financial Times:

WeWork’s bankers are scrambling to complete a new debt financing package as soon as next week to buy time to restructure after the company’s failed initial public offering left it running short of cash at a faster rate than expected.

Two people briefed on the fundraising efforts said the office company’s cash crunch was so acute that it had to raise new financing no later than the end of November. Fitch Ratings downgraded WeWork’s credit rating last week to CCC+, warning that the lossmaking company’s liquidity position was “precarious”.

Fitch estimates WeWork’s current funding arrangements might only carry it through another four to eight quarters unless it rapidly reduced the rate at which it has been burning cash.

Interest payments are, of course, small potatoes relative to massive lease obligations but WeWork has $702mm of 7.875% unsecured notes with biannual interest payments. Its next payment is due 11/1/19. That would be a $27.9m nut. The timing couldn’t possibly be worse.

This barrage of bad news has the haters drooling:

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In other words, nearly 10% of the outstanding unsecured bonds are short. Man, the vibe around this thing isn’t exactly Kibbutz-like.

Some other bits here: (i) JPMorgan Chase & Co. ($JPM) is trying to get other banks to participate in the “emergency financing package” but the-always-winning-to-the-point-of-the-game-seeming-rigged Goldman Sachs Group Inc. ($GS) is currently not in talks to participate, effectively walking away from an earlier IPO-based commitment to the company; and (ii) Softbank may sink more money into this pit but is renegotiating the price of its earlier issued shares in the process (read: this is leverage baby).

If you’re wondering why a senior lender might be hesitating to join JPM in a syndicated senior secured loan, the issue may very well be this: secured by what, exactly? In terms of assets, the company has roughly $15b in leases (which, obviously, have an offsetting liability, and the quality of which will be variable and in need of examination) and $7b of property and equipment, i.e., desks, chairs, barista equipment, yogababble, etc. Given all of the beer swilling and hooking up that occurs at these places, equipment has a questionable lifespan and, by extension, value.

Compounding matters is the fact that enterprise tenants — a key component to WeWork’s go-forward viability — appear to be balking. Per The Information:

“We were looking at doing a couple deals [with WeWork], and thinking about it quite differently now. Are they going to invest in the market?” said Robert Teed, vice president of real estate and workplace for ServiceNow, a publicly traded cloud computing company that puts some of its employees in WeWork spaces. “It’s making us stop and think. It’s awfully noisy. Will they do what they say they’re gonna do?”

And, so, people are beginning to fear what happens if…uh…as?…WeWork falls. Here is a Wall Street Journal article about the President of the Federal Reserve Bank of Boston’s concerns about WeWork, co-working and CRE. It seems his concerns may not be misplaced: cracks are beginning to form in Boston’s commercial real estate market, generally. Here is a Financial Times piece about WeWork halting new lease agreements, a move that “will rattle commercial property owners across the globe who rented to WeWork, which often upgraded the spaces so the group could re-let the buildings to its own customers.” This change in pace will “cut[] out a significant source of demand in large urban property markets where it operates.” Landlords are battening down the hatches. Per Financial Times:

Two landlords of large WeWork sites in London, who asked not to be named, said they would not sign new leases for the foreseeable future and were making contingency plans for their existing WeWork offices in the event of a restructuring.

“It would not be prudent for us to do anything [new] with them until we see how the new management will operate,” one landlord said.

The magnitude of this cannot be overstated. WeWork accounts for over 7mm square feet of office space in New York City alone — making it the largest tenant in the Big Apple. Its $47b in lease obligations is well-documented — including $2.3b in obligations due in 2020 — but to put that in perspective, that figure puts WeWork in third in terms of lease commitments IN THE WORLD.

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So, the first question is, “what happens to the existing money-losing properties if WeWork cannot sure up liquidity?”

Back to the FT:

Alex Snyder, assistant portfolio manager at CenterSquare Investment Management in Philadelphia, said: “WeWork has structured many of its leases so that they can simply collapse the special purpose entity it’s trapped in and walk away. This vacancy pressure on the market [would] be painful.”

This ⬆️ is a nuance that a lot of the media — quick to push a sensationalist bankruptcy narrative — seems to miss. The company is set up like a REIT with each individual property non-recourse to the parent. If properties fail, WeWork will just “mic drop” the keys and walk away, leaving landlords with large spaces to fill. What happens then is anyone’s guess. Another co-working space takes over? 🤔

Which gets us to the second question, “if WeWork is no longer expanding, who will fill CRE supply?” These charts ought to give you a sense of the magnitude of WeWork’s reach ⬇️. With this halting, landlords will need to start looking elsewhere.

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To add an another layer to this, all of this has people concerned about CMBS exposure. Trepp recently issued a report on this issue. They conclude:

WeWork is certainly a growing exposure for the CMBS market; one that concerns people. The volume of WeWork loans in CMBS, post 2010, is approaching 1% of the entire CMBS market and about 4% of loans backed by offices, so that exposure is meaningful.

The biggest issue is not the pulling of the IPO per se, but the broader concerns about the firm’s viability. The worst-case scenario would be that the firm continues to burn through cash and can no longer support all of its lease obligations. If that were followed by a period of non-payment of rent by WeWork, but physical occupancy and current payments by the firm’s sub-lessees, that would make for some interesting work for landlords and special servicers. Stay tuned.

Wolf Richter — someone who has a reputation for alarmist takes — adds:

These “special servicers” may already be licking their chops. When a CMBS loan defaults, or sometimes even when the building loses a critical tenant but the loan hasn’t defaulted yet, servicing gets switched from the master servicer to a special servicer, as laid out in the pooling and servicing agreement (PSA). The special servicer’s role is to figure out if the borrower can become current via a loan modification or a debt workout. Under many PSAs, special servicers have the right to purchase the building at a discount if the very same special servicer decides the loan cannot be brought current. So, yeah — this might get interesting.

And there are additional complications. WeWork is so large in some markets that a reduction in leasing demand from WeWork, or an outright unwinding of its leases, would put downward pressure on rents and prices in those markets, making it that much more difficult to sort through the fallout in the market from problems at WeWork.

Stay tuned indeed.


More on WeWork: here is a provocative thread about WeWork’s effect on the venture system and what its failure presages for other unicorns in growth-at-alls-costs-even-if-the-business-model-is-faulty mode; here is the WSJ and here is Bloomberg’s Matt Levine, respectively, discussing the personal loans to Adam Neumann; and here is a pointed must-read Harvard Business School study discussing the company’s business model. We particularly enjoyed this bit:

Fundamentally, WeWork engages in “rent arbitrage” by signing long term leases, generally 15 years, at one rate and subleasing the space to SMEs and Enterprise members at with shorter durations. While the cost per desk is lower for the member, the aggregate rent WeWork receives is higher for the space due to the density.

The practice obviously creates a duration mismatch which leaves WeWork, or the special purpose vehicle that entered into the lease, exposed to market fluctuations in the event of a downturn. The short duration of the subleases leaves WeWork exposed to the risk that tenants might abandon the space on short notice leaving WeWork liable for the master lease obligation. They are also exposed to the credit risk of the SME subleasees.

WeWork does not believe a market downturn will impair their business. To the contrary, WeWork maintains that as businesses contract, they will be attracted to WeWork’s business model as it will offer SMEs and larger Enterprises the needed flexibility and lower cost structure per employee during a recession. Indeed, Neumann highlights that the Company was founded during the Great Recession and attracted tenants. Time will only tell if this will be accurate, but it is worth noting that their main competitor, Regus, now IWG, went bankrupt during the Great Recession. (emphasis added)


💊How's GNC Doing (Long Online Supplements, Short Fitness Stores)?💊


A quick recap of PETITION’s coverage of everyone’s (cough, no one’s) favorite supplements slinger.

In August 2017 in “GNC Holdings Inc. Needs Some Protein Powder,” we wrote:

GNC Holdings Inc. ($GNC) remains in focus as it reported its Q2 numbers this past Thursday. In summary, decreased consolidated revenue, decreased domestic (company-owned and franchised) same-store sales, decreased net income and operating income, decreased manufacturing/wholesale business...basically a hot mess. Limited bright spots included China sales and the new GNC storefront on Amazon. You read that right: the storefront on Amazon. Ugh. The company has $52mm of cash, $163.1mm available under its revolver and a robust $1.5b of long-term debt on its balance sheet. The stock traded down 7% after the announcement (but was up on the week).

In February 2018 in “GNC Makes Moves (Long Brand Equity, Meatheads & Chinese Cash),” we introduced the great strides GNC was undertaking to avoid a bankruptcy filing. These actions included (a) paying down its revolving credit facility, (b) moving towards an amend-and-extend transaction vis-a-vis its term loan, (c) obtaining a $300mm capital infusion by way of issuance of a perpetual preferred security to CITIC Capital, a Chinese investment fund and controlling shareholder of Harbin Pharmaceutical Group, and (d) the formation of a JV in China whereby it would slap its brand on Harbin’s product.

The following month in “GNC Holdings Inc. & the Rise of Supplements,” we highlighted that the amend-and-extend got done. And this:

Concurrently, the company entered into a new $100 million asset-backed loan due August 2022 and engaged in certain other capital structure machinations to obtain $275 million of asset-backed “first in, last out” term loans due December 2022. Textbook. Kicking. The. Can. Which, of course, helped the company avoid Vitamin World’s bankrupt fate.  Goldman Sachs!

We also noted a number of DTC supplements companies that were juiced by financings or acquisitions, citing them as headwinds to GNC and GNC’s nascent DTC business. The stock traded at $3.97/share back then. And we wrote:

Perhaps those restructuring professionals disappointed by Goldman Sachs’ success in securing the refinancing should just put that GNC file in a box labeled “2021.”

We revisited GNC in May 2018 in “GNC Holdings Inc. Isn’t Out of the Woods Yet.” At that time, the stock hovered around $3.53/share and the company reported more bad news including (i) 200 store closures, and (ii) declining revenue, same store sales at domestic franchise locations, and net income. We wrote:

Clearly GNC’s future — now that it has some balance sheet breathing room — will depend on its ability to capture new international markets, e-commerce growth primarily through its private label, innovation around product to combat DTC supplements brands, and continued cost controls. It will also need to execute on its goal of translating e-commerce sales to foot traffic. To accomplish this Herculean task, GNC may just need some supplements.

Last July, we noted that revenue continued its downward trend but earnings generally beat (uber-low) expectations. In August, we highlighted how Goldman Sachs was acting very “Goldman-y,” given that Goldman Sachs Investment Partners was a major investor in DTC vitamins and supplements startup Care/of, which had just raised a $29mm Series B round. We’ve slacked on our coverage since.

So, like, what’s up with GNC now?

It reported earnings back in July and continued to show weakness. Quarterly consolidated revenue and adjusted EBITDA declined meaningfully — the latter down 3% YOY. Same store sales were down 4.6%. E-commerce was down 0.2%. Revenue from franchise locations decreased 1.8%.

The company blamed promotional offers it implemented at the beginning of the quarter for the lousy same-store sales results.

Early in the second quarter, we made some adjustments to some of our promotional offers and our marketing vehicles, and we saw a direct negative impact to the top line. We quickly course corrected and saw sales strengthen throughout the remainder of the quarter.

PETITION Note: somebody must have gotten fired. Hard. Nothing like dropping an idea that is so horrifically bad that it immediately resulted in a “direct negative impact to the top line.” YIKES.

Speaking of yikes, mall performance is, like, YIIIIIIIIIIIKES:

In addition, the negative trends in traffic that we've seen in mall stores over the past several years has accelerated during the past few quarters putting additional pressure on comps. As part of our work to optimize our store footprint, we're increasing our focus on mall locations. And as you know, we have a great deal of flexibility to take further action here due to the short lease terms we have across our store portfolio.

It's important to note that our strip center locations are relatively stable from a comparable sales perspective. As a reminder, 61% of our existing store base is located in strip centers while only 28% reside in malls.

As a result of the current mall traffic trends, it's likely that we will end up closer to the top end of our original optimization estimate of 700 to 900 store closures.

Mall landlords everywhere were like:


💥PE Recruiting, Business Development & Retail Trends (Long Fiction Becoming Reality)💥

Summer is now long over which means we just went through all of the “holy sh*t, it’s only the beginning of September and private equity is ALREADY recruiting “talent” for 2021” puff pieces (paywall). Every year, recruiting season gets earlier and earlier and yet the business media still acts surprised/incredulous:

We swear BusinessInsider recycles this piece every single year. It’s like Runner’s World or Women’s Health publishing their “workout of the year” which is almost always the same “workout of the year” from last year.

Recruiting shenanigans have been going on now for years. And we’ve been all over it. Here’s what we wrote in June 2017 (Job Trends (Short Junior Associates/Analysts:)):

Despite rising junior associate salaries - which, notably, one loyal reader says is almost always a leading indicator of an oncoming downturn - millennials don't want that stinkin $180k starting salary, constantly-buzzing iphone, and flimsy business card. The beard is the new business card, brah. Just as investment bankers compete with Silicon Valley "tech" startups that drone deliver pinatas filled with kale chips (maybe we're kidding...maybe we're not), law firms are also struggling to retain young "talent." Why? Because millennials purportedly want to just mix drinks, cut hair, and have ephemeral existences. Good luck with the next recruiting season.

Then in mid-September 2017, we wrote in “Private Equity Recruiting is Bananas: M*therf*ckers Have Lost Their G*d-damned Minds”:

There is so much to unpack in this stupid piece about the annual private equity recruiting frenzy. First, let's stop calling kids who are weeks out of college "talent" merely because they got a job in an investment bank trainee program. They haven't proven that they're talented at anything just yet. Going to an ivy league school, having a trust fund and being a douche isn't dispositive of anything. So, everyone chime the f*ck down please. Second, these folks get paid $200k? And people say there's no wage inflation? Third, the idea that an ibanker trainee is going to be appreciative for the two years of training a bank has given them and, in turn, give later private equity business to said bank is ludicrous. As a practical matter, his/her connection to that bank lasts a mere few weeks prior to them securing the next bigger, better and more Tinderable gig with which they prefer to identify. This seems like an outdated model with bad assumptions baked into it. The only sure thing seems to be that no matter which one of the PE firms these trainees land at, they'll be hiring Kirkland & Ellis LLP as bankruptcy counsel for one of their busted portfolio companies. Fourth, we love this bit about recruiting being earlier than ever "after an agreement to hold back fell apart." Hahahaha. So, private equity firms - KNOWN FOR DEAL-MAKING - couldn't even come to a deal amongst themselves?? This is like mutually assured destruction among KKRWarburg PincusCarlyle Group LPApollo Global Management LLCBain CapitalBlackstone Group LPTPG and Golden Gate Capital. Here's a great idea: lets trip over ourselves - and each other - to hire people with literally "no work experience." Those interviews must be PAINFUL AF. And, oh, hey you Managing Director. We love that you're "often forced to cancel business meetings last-minute to interview candidates." We're sure a multi-billion dollar transaction can wait for some piss-ant Harvard bro who inexplicably and unnecessarily writes equations on glass to regale everyone with his rad math skills. So lit. On what basis are these kids REALLY getting hired then? We think it’s probably pretty obvious. And it’s questionable how this BS still flies. What does any of this have to do with disruption? Well, when you're competing with venture capital and tech to acquire "talent," desperate times seemingly call for desperate measures. Logic has been disrupted. And it's absurd.


💥What to Make of the Credit Cycle. Part 30. (Long Signs of Coming Pain?)💥

This week the market got qualitative and quantitative signals that were decidedly mixed.

On Tuesday, the ISM U.S. manufacturing purchasing managers’ index registered 47.8% for September, the lowest reading since June ‘09, and the second straight month of deceleration. A number below 50% suggests economic contraction. Economists all over Wall Street bemoaned tariffs for diminished activity, with one Deutsche Bank economist noting “the recession risk is real.” President Trump, of course, parried, saying that higher relative interest rates and the strong dollar are to blame.

Similarly, pundits dismissed this data’s importance, noting that the US economy is more services-based (70% of growth) than manufacturing-oriented. In addition, a competing survey from IHS Markit showed some positivity, reflecting that “though the sector remains in contraction, the index rose for the second straight month.” It concluded that the US, China and emerging markets are all simultaneously improving. Ah, qualitative reports. Insert grain of salt here. 😬

On Thursday, the ISM non-manufacturing index — a widely watched measurement of the services sector — came out and the numbers were 💩. Like weakest in 3 years 💩💩💩 .



🇺🇸Forever 21: Living the (American) Dream🇺🇸


Back in June we kicked off coverage of Forever 21 Inc. with “💥Nothing in Retail is "Forever💥".

We then issued quick follow-ups in “💥Fast Forward: Forever21 is a Hot Mess💥” and “🍩Forever21 is Forever F*cking Up.🍩”


Forgive us, then, for feeling like the company’s inevitable bankruptcy filing — which happened earlier this week — was a wee bit anticlimactic. After all, we all knew it was coming. As such, we felt the need to crank up some Kanye West to help get us through this additional coverage…

What you doing in the club on a Thursday?
She say she only here for her girl birthday
They ordered champagne but still look thirsty
Rock Forever 21 but just turned thirty — Kanye West in “Bound 2”

Just kidding, y’all. Kanye is garbage. We don’t listen to Kanye.*

Anyway, we’ve talked time and time again about how the papers that accompany a company’s chapter 11 bankruptcy petition are a perfect opportunity for a company to frame the narrative for the judge, parties in interest, the media and more. A company’s First Day Declaration, in particular, is the bankruptcy equivalent of home field advantage. Coupled with the first day hearing — usually held within a day or two of the bankruptcy filing — a debtor can leverage the First Day Declaration and the opportunity to present first to a courtroom to gain some sympathy from the judge for their current predicament and plant the seeds in the judge’s ears as to the direction of the case.

Except, over time, the judges must begin to get bored. After all, repetitive themes begin to emerge when you track bankruptcy cases. Themes like “the retail apocalypse.” Blah blah blah. The “Amazon Effect.” Oh, f*ck off. Disruption overcame the business! Zzzzzzz. Private equity is evil because they dividended themselves all of the company’s value! Yawn. There’s too much debt on the balance sheet! Typical. The lenders won’t play ball! Mmmm hmmm. The prior management was corrupt AF. Yup, it happens. Weather this year was uncharacteristically bad. Riiiight…that’s retail excuse-making 101.

And, so, it was with great excitement that we read that the Forever 21 bankruptcy stemmed from…wait for it…the American Dream. That’s right, the American Dream.


In other words, this is a story about unbridled ambition and optimism.


Here’s the short version: two immigrants came to this country in the early 80s from South Korea. They had nothing; they worked hard; they sought out opportunity:

During his time as a gas station attendant, Mr. Chang took notice of the customers that drove the most luxurious cars—the customers working in the garment industry. This realization piqued Mr. Chang’s interest. He recognized that together with his wife, they were perfectly suited to enter the fashion industry. This would enable the couple to capitalize on Mr. Chang’s relationship-building prowess and Mrs. Chang’s keen sense of fashion.

Putting aside how shady the notion of your gas station attendant creeping on you is, this is pretty amazing sh*t.

Mrs. Chang, and her nearly-clairvoyant ability to predict trends, were part of the catalyst that boosted Forever 21’s upswing.

Take note, people: this is the kind of pandering you should get when you pay $1,600/hour.

Anyway, over the years, the Changs built a business that employed tens of thousands of people and generated billions in sales. The Changs put their two daughters through ivy league schools and they subsequently joined the family business. This is a beautiful story, folks. Especially so in today’s fraught political environment where immigration remains a hot button issue. Together, as a family, the Changs grew this company to be a behemoth:


And therein lies the rub. The company went from 7 international stores in 2005 to 251 by 2015.

Unfortunately, this rapid international expansion challenged Forever 21’s single supply chain and the styles failed to resonate over time across other continents despite its initial success.

It appears that the same entrepreneurial spirit that allowed the Changs to conquer the US led them astray internationally. Indeed, those European and Asian adventures — and the Chang daughters’ vanity project, Riley Rose — proved to be too costly. As you can see, while the domestic business has been in decline,** it still shows some promise. The international business, on the other hand, has really sucked the air out of the business⬇️.


Sure, aside from the international issue, some of the usual excuses exist. Mall traffic is down. Not enough attention to e-commerce. Product assortment could have been better. The company had borrowing base issues under its asset-backed loan. Yada yada yada. But this doesn’t appear to be the absolute train wreck that other recent retailers have been. At least not yet.

So what now?

At the first day hearing, company counsel spared us any in-court singing,*** but did rely on some not-particularly-complex imagery. He said the company’s predicament is like a puzzle and that, to paraphrase, you sometimes just need to get all of the pieces to fit.


Those pieces are:

The Footprint. Right-sizing the business by shuttering underperforming locations, domestically and internationally. The company currently spends $450mm in annual rent, spread across 12.2mm total square feet. The company will close 178 stores in the US and 350 in total. In other words, the company is mostly erasing its overzealous expansion; it will focus on selling cheaply made crap to Americans and our southern friends down in Latin America rather than poisoning the clothes racks in Canada, Europe and Asia. The new footprint will be around 600 stores. Or, at least, that’s the plan for now. Let’s pour one out for the landlords. Here is CNBC mapping out where all of the closures are and which landlords are hit the most. Also per CNBC:

At one point, two of Forever 21′s largest landlords, Simon Property Group and Brookfield Property Partners, were trying to come up with a restructuring deal where they would take a stake in the company to keep it afloat. It would’ve been similar to when Simon and GGP, which is now owned by Brookfield, bought teen apparel retailer Aeropostale out of bankruptcy back in 2016. But talks between Forever 21 and its landlords fell through, according to a person familiar with the talks. Simon and Brookfield are listed in court papers as two of Forever 21′s biggest unsecured creditors. Simon is owed $8.1 million, while Brookfield is owed $5.3 million, and Macerich $2.7 million.

Only one of the locations marked for closure, however, belongs to Simon Property Group ($SPG).

The company notes:

To assist with the initial component of the strategy, Forever 21’s management team and its advisors worked with its largest landlords to right size its geographic footprint. Four landlords hold almost 50 percent of its lease portfolio. To date, Forever 21 and its landlords have engaged in productive negotiations but have not yet reached a resolution. The parties have exchanged proposals and diligence is ongoing. Forever 21 looks forward to continuing to work with its landlords to reach a mutually agreeable resolution and proceeding through these chapter 11 cases with the landlords’ support.

In tandem with these negotiations, Forever 21 and its advisors met with nearly all of its individual landlords to discuss potential postpetition rent concessions and other relief on a landlord-by-landlord basis. Many of these smaller, individual negotiations proved more fruitful than negotiations with the larger landlords. Although Forever 21 has not finalized the terms of a holistic landlord deal as of the Petition Date, Forever 21 anticipates that good-faith negotiations with its landlord constituency will continue postpetition, and that all parties will work together to reach a consensual, value-maximizing transaction.

Company counsel asserts that, for landlords, Forever 21 is “too big to fail.” This kinda feels like this:


But don’t worry: the A Malls are totally fine. 

And don’t worry about the loans (CMBX) at all. Noooooo.

Merchandising. Getting “Back-to-Basics” on the merchandising front and focus on the company’s “core customer base.” Here is Bloomberg’s Jordyn Holman casting some shade on this plan. And here is Bloomberg’s Sarah Halzack. While the bankruptcy papers certainly don’t highlight the competition, bankruptcy counsel made a point of highlighting H&MZara and Fashion NovaRetail Dive writes:

They did not grow with their target customer and the Millennials have graduated to Zara & H&M,’ Shawn Grain Carter, professor of fashion business management at the Fashion Institute of Technology, told Retail Dive in an email. ‘Gen. Z is more interested in rental fashion and vintage hand-me-downs because they are more environmentally conscious.’

Interestingly, Stitch Fix Inc. ($SFIX) was up 5% on Monday while the RealReal Inc. ($REAL) was up 15%. (PETITION Note: both got clobbered on Tuesday, but so did everything else).

The Washington Post piles on:

“Slimming down the operation and reducing costs is only one part of the battle,” Neil Saunders, managing director of GlobalData Retail, said in a note to clients. “The long-term survival of Forever 21 relies on the chain creating a sustainable and differentiated brand. This is something that will be very difficult to accomplish in a crowded and competitive sector.

Indeed, we’ve been writing for some time now that fast fashion seems out of sorts. Going “back to basics” may not actually be the right move in the end.



Vendor Management. A quick digression: back in May, we wrote about Modell’s Sporting Goods avoidance of bankruptcy. Mr. Modell himself worked the phones and reassured most of his vendors, prompting them to continue doing business with the shrinking sporting goods retailer. This is a feature that you don’t get in PE-backed retail bankruptcies where you have hired guns on management. There, Mr. Modell’s legacy was at stake. He hustled. Likewise, here, the Changs personal business is threatened. Accordingly, the company met with 100 vendors representing 80+% of the vendor base and got them comfortable with continued business; they secured 130 vendor support agreements for equal or better terms. Everyone is invested in making a viable go of the ‘19 holiday season. Sometimes it pays to have someone who is truly invested be all over the supply chain.

Financing. The company’s capital structure is rather simple:


The ABL is with JPMorgan Chase Bank NA as agent. The term loans were provided by the family. One from Do Won Chang for $10mm and the second from the Linda Inhee Chang 2012 Trust. Because nothing says “American Dream” like raiding your kid’s trust fund.

In conjunction with the bankruptcy, the company proposed a DIP credit facility in the form of (a) a $275 million senior secured super-priority ABL revolving credit facility, which includes a $75 million sub-limit for letters of credit and a “creeping roll up” of the pre-petition ABL Facility, and (b) a $75 million senior secured super-priority term loan credit facility, reflecting $75 million of new money financing. The company sought access to $60mm of the term loan at the hearing, indicating that with $40mm due in rent and $18mm in payroll, it would run out of cash without it. The judge approved this request.

And so here we are. The company intends to march forward with negotiations with its landlords, close tons of locations, sure up the vendor base, locate exit financing, and get this sucker out of bankruptcy in Q1 next year.

Ending up in bankruptcy certainly isn’t part of the American Dream. But living long enough to fight another day might just be.

11 - instagram.JPG

*H/t to @JordynJournals, retail reporter for Bloomberg News on this.

**The company notes that domestic sales have increased over the last 4 quarters.

***For those new to PETITION, the same lawyer from Kirkland & Ellis LLP that represents Forever 21 represented Toys R Us. In the now-infamous “first day” hearing in Toys, the attorney sang the Toys R Us jingle — “I don’t want to grow up…” — in the courtroom. Suffice it to say considering the outcome of that case, that tactic didn’t particularly age well. Indeed, this will age better, we reckon (won’t play in email, only in browser):



We have compiled a list of a$$-kicking resources on the topics of restructuring, tech, finance, investing, and disruption. 💥You can find it here💥. We recently added “Super Pumped: The Battle for Uber” by Mike Isaac, which we blew through rather quickly. Next up on our list: “What it Takes: Lessons in the Pursuit of Excellence” by Stephen A. Schwarzman, “The Ride of a Lifetime: Lessons Learned from 15 Years as CEO of the Walt Disney Company” by Bob Iger, and “That Will Never Work: The Birth of Netflix and the Amazing Life of an Idea,” by Netflix co-founder Marc Randolph.

💰New Opportunities💰

PETITION LLC lands in the inbox of thousands of bankers, advisors, lawyers, investors and others every week. Our website(s) are visited by thousands more. Are you looking for quality people. Posting your job opportunities with PETITION is a great way for your listing to stand out from the LKDN muck.

Email us at petition@petition11.com and write “Opportunities” in the subject line if you’re interested in information about posting your opportunities with us.

Nothing in this email is intended to serve as financial or legal advice. Do your own research, you lazy rascals.


🤪A Break from Regularly Scheduled Programming (Long Life, Death, Sex & Work).🤪


We can think of some pretty horrific ways to meet one’s maker — a snake jumping out of a plane toilet bowl, a crane falling on your head while you walk down the street, a sinkhole opening up and swallowing you hole — but we reckon that dying at your desk is up there on the list. Top 5, no doubt. We can picture it: you’re sitting there pencil-f*cking some wholly-unnecessary-lost-cause-hail-mary pitch deck or useless-bill-the-client-anyway associate memo and boom! Your head plops to the desk and you’re a goner. Godspeed to whomever inherits that luck-filled office. Chill vibes!

There are many ways that Europe has the US beat (and vice versa) but you really have to hand it to France’s liberal work-related incident policy. Check it: in “A French worker died after sex on a business trip. His company is liable” we learned…ah…wait. Just marinate on that headline for a second. It’s just too good.



💥Another Gangbusters Quarter from Pier 1 (Long Slow Deaths)💥

Callback to previous Pier 1 Imports ($PIR) coverage here (Q1 ‘19 earnings summary), here (Q4, fiscal ‘18), and here ($71mm in cash remaining). Unfortunately, this will be our last coverage of the retailer because it appears to have pulled off a miracle turnaround of epic proportions: it CRUSHED Q2 earnings and appears to be well on its way to reclaiming “iconic” status!



It’s even worse than we initially tweeted. Gross profit was 16.7% vs. 26.3% last year. The company’s operating loss expanded to $93.1mm compared to $62.5mm a year ago; it reported a net loss of $100.6mm or $24.29/share ($51.1mm and $12.68/share loss last year). The company noted “lower average customer spend” and “decreased store traffic.” And it sank $7mm into professional fees to help it right the ship. Management surely would’ve gotten torn up on the earnings call except, well, only one analyst was actually on the call. Nobody cares anymore. Anywho…



🎯Experiences Galore: Dave & Buster’s Complains of Cannibalization (Short Arcades)🎯

We all know the pervasive narrative: when faced with a decision between purchasing expensive new dress shoes (a/k/a “deal sleds”) or tickets to Coachella, a lot of people today opt for those festival tickets. Why? Experiences. Everything today is apparently about experiences.

McKinsey & Company once wrote that:

Over the past few years, personal-consumption expenditures (PCE) on experience-related services—such as attending spectator events, visiting amusement parks, eating at restaurants, and traveling—have grown more than 1.5 times faster than overall personal-consumption spending and nearly 4.0 times faster than expenditures on goods.

This strong growth in demand for experiences had, for some time, shown well for those already situated in the space. The surging demand for experiences, however, has attracted new entrants, and may soon produce winners/losers in the space. Dave & Busters Entertainment Inc. ($PLAY) — a family-friendly chain offering a sports-bar-style setting for American food & arcade games — acknowledges this potential, among other things, in its most recent earnings call, announcing disappointing numbers


⚡️Update: What's Up With Francesca's ($FRAN)?⚡️


We first wrote about Houston-based Francesca’s Holdings Corp. ($FRAN) back in February when (i) the stock was trading at $0.92/share, (ii) the company had announced that it had retained Rothschild & Co. and Alvarez & Marsal LLC, and (iii) the company was coming off of a quarter where it (a) reported -14% same store sales, -10% net sales, and a net loss of $16mm, (b) acknowledged that 17% of its retail footprint was “underperforming,” and (c) blew out its fifth CEO in seven years. That’s all.

A lot has transpired since then. Going into its second quarter ‘19 earnings, the stock — after declining 80% over the last year — was suddenly and mysteriously on a small August upswing, reaching as high as $5.16/share on September 9 (PETITION Note: the company did a mid-summer 12-for-1 reverse stock split so that mostly explains the recovery from the $0.92/share level we’d previously written about but the upswing continued thereafter).

Then some weird sh*t happened. The company issued earnings and comp store sales were down 5% and net sales decreased 6%. Gross margins were also down.

Here is a snapshot of the company’s sales growth / (decline) over the years:


The company noted a decrease in margin’s due to aggressive markdowns, here are EBITDA margins over the last few years:


Here is the overall performance over the years:


And yet the stock popped on the report:


That’s right. It got as high as $18.14/share on this report. We know what you’re thinking: “that report sucks, the numbers were terrible.” Yes, yes indeed, they were. But, on a relative basis, this marked a dramatic improvement.


💊Pushed Pills Pressure Purdue Pharma💊


Long time PETITION readers should be, if they’re paying attention, identifying recurring themes confronting the various sectors of distress we cover. In retail bankruptcy, for instance, the stories generally contain the same elements: some combination of too much leverage (especially if PE-backed), too large an uneconomical brick-and-mortar footprint, slow adoption of e-commerce, poor supply chain management, awful off-trend product assortment, and disruptors (i.e., Amazon Inc., resale, DTC, etc.). In oil and gas, too much leverage backing capital intensive exploration and production initiatives, an unfavorable commodity environment, bloated SG&A, and too much money chasing outsized returns. In biopharma, new drugs are expensive and time-intensive to produce and often, despite potentially valuable IP and viable use cases, companies run out of money (and/or bust convertible debt) and are unable to continue paying to push their products through the regulatory framework absent a chapter 11. In healthcare, rollups of behavioral health, CCRC, rehab centers, etc., layer on too much debt on top of questionable business models in the face of an uncertain regulatory atmosphere.

And then there is another category: companies with little to no funded debt, minimal trade debt, an ability to fend off competition, and a viable product. What’s their problem? As we’ve seen in recent cases, i.e., Takata CorporationImerys Talc America Inc. (also discussed here), Insys Therapeutics Inc.The Diocese of Rochesterthose companies tend to get sued into oblivion on the basis of shady-as-sh*t business practices or other general degenerative scumbaggery.

And so it should come as absolutely no surprise to anyone* that Oxycontin manufacturer, Purdue Pharma, has joined the fray, filing for bankruptcy this past week in the Southern District of New York (before the same judge administering the Sears sh*t show). Hold on to your butts people, this one ought to be interesting.


Unless you’re a total ignoramus, you know by now that the country has been ravaged by an opioid epidemic. Here is 60 Minutes doing a deep dive into the issue. Here is the White House talking about “[e]nding America’s Opioid Crisis.” And here is John Oliver doing the John Oliver thing while talking about opioids.

We mean, you have to be willfully unaware or just plain stupid if you don’t know that this is a big problem. While numerous companies are implicated in this ever-visible scandal, Purdue Pharma is the biggest fish to fall to date (query how long that lasts). But, as noted above, Purdue Pharma generates a ton of money, has no funded debt, etc. So what it needs — and what it gets from a chapter 11 bankruptcy filing — is a break from the deluge of lawsuits against it. All 2,625 of them.

For the uninitiated, a bankruptcy filing triggers an automatic stay pursuant to section 362 of the bankruptcy code. This is an injunction, of sorts, that draws a line in the sand and prevents creditors from rushing to enforce their claims against a debtor. The idea is that by halting this rush and providing the debtor a “breathing spell,” the debtor will have a better opportunity to configure a go-forward strategy that is not only to its benefit, but also treats similarly situated claimants fairly. As you might imagine in a litigation scenario where there are literally thousands of potential judgement creditors scattered across various state and federal courts across the country, this is a powerful tool. It prevents Mia Wallace, plaintiff #1, from winning a huge judgement and collecting against that judgement to the point of siphoning away all of the debtors’ asset value before Vincent Vega, plaintiff #2, has had his day in court.** It also helps the debtors triage the outrageous expense involved with defending heaps of lawsuits all across the country; indeed, the Purdue Pharma debtors note that they spend $5mm/week — A WEEK! — defending themselves against litigation. They project to spend approximately $263mm on legal and related professional costs in 2019. That’s no typo, folks. Biglaw lawyers charge mint.

Here’s the thing about that “automatic stay” thing, though: there are exceptions to it — including, most relevant here, one that’s commonly referred to as the “police and regulatory power exception” (section 362(b)(4)). To preempt the applicability of this section, the debtors have already filed a “preliminary injunction motion,” seeking to enjoin continued prosecution of active governmental litigation against them (and a long slate of related parties, i.e., the entire Sackler family tree).***


🤔A GameStop Turnaround Story? (Long Skepticism)🤔


PETITION is generally about disruption and one notable retail business is clearly in the midst of a secular sea change*…

On September 10, GameStop Corp. ($GME) reported Q2 ‘19 earnings. They weren’t, to put it kindly, dogsh*t. The results reflected a sharp decline in sales -14.3% from $1,501mm in Q2 ‘18 to $1,286mm, driven by a 41% drop in console sales and 18% reduction in pre-owned sales. Comparable same stores sales declined 11.6%. To make matters worse, GameStop gave investors lower guidance than expected. On last Tuesday’s earnings call management noted:

We are approaching the end of the current console cycle with nice generation consoles slated to be available in late 2020, and as such we expect our year-over-year sales to be down over the next three or four quarters, reflecting the end of that cycle.

Such confidence and enthusiasm!! The shift to digital video games is clearly cutting GameStop out as the middleman, and increased competition is eating up its market share: the business is becoming increasingly cyclical.**

On the earnings callBen Schachter, equity analyst at Macquarie Group, had some questions for management about the shift to digital in the video game industry and how $GME is going to adapt:

Can we talk about high-level -- the shift to digital, and then how it impacted the business? So a few questions on that. One, when you think about the next cycle, what percentage of total game, do you think are going to be sold physically versus digital? And what your share might look like in that? Two, how do you expect to participate in digital? How will that evolve for you guys versus what it is today? And then three, around the used business, what does that look like as we move more to digital?

Management responded:


PG&E Picks Up the Pace (Long Seth Klarman)


Well, that sure didn’t last long. In “Is it a Plan or a Placeholder?,” we discussed the recently proposed plan of reorganization filed by PG&E Corporation and Pacific Gas and Electric Company ($PCG). We wrote:

Moreover, the plan also depends on the “Subrogation Wildfire Claims” — claims “held by insurers or similar entities in connection with payments made to others on account of damages or losses arising from such wildfires” — coming in at a max $8.5b.[] Will these numbers hold? We suspect the answer is an emphatic ‘no.’

As much as we like being right, we certainly weren’t expecting it to happen so soon.

A mere few days after filing its plan of reorganization, PG&E announced an $11b settlement with parties representing 85% of the Subrogation Wildfire Claims. This settlement, still subject to the approval of the Bankruptcy Court, would satisfy and discharge all insurance subrogation claims against the Debtors arising from the 2017 Northern California wildfires and the 2018 Camp fire.” Per Reuters:

The company also amended its equity financing commitment agreements to accommodate the claims, and reaffirmed its $14 billion equity financing commitment target for its reorganization plan.

One amendment was an increase in the “Wildfire Claims Cap” to $18.9b from $17.9b. The debtors understand the signaling here: with the subrogation claimants almost immediately getting $2.5b more than what was in the plan, they prudently indexed higher to account for wildfire claimant expectations.

Despite the assumption of $3.5b more in liabilities (exclusive of earlier settlements), this is a net positive for PG&E. They removed one constituency from the board (assuming they don’t trade out of their claims and blow up the settlement), got a legitimate impaired accepting class to help usher the plan through, and moved themselves closer to a global settlement.

Anyway, the stock — somewhat mysteriously considering the marked INCREASE in liabilities — reacted favorably to the news, up over 11% on the week and erasing Monday’s post-plan blistering:



Previously in PETITION. Part II (Short Tony the Tiger)

In June 23rd’s “Plastic is Ripe for a Reckoning (Long Ridiculous Branded Water)and in a short follow-up on June 30, we talked about how plastic has a bullseye on it. In the latter, we wrote:

Meanwhile, we were curious whether all of this talk about aluminum and glass taking over for plastic was having an effect elsewhere. Compare the bids for Anchor Glass Container Corp’s $150mm second lien term loan maturing 2024:

On May 6, the bid was 55.6 with a yield-to-worst of 25.2%.

On June 24, the bid was 71.4 with a yield-to-worst of 18.5%.

Long bullishness on glass containers?

S&P clearly doesn’t think so:

Here is where the second lien term loan traded this week: 70.7.



☁️WeWork (Long Corporate Governance Wonks)☁️


Surely you're sick of WeWork — uh, excuse us, “The We Company” — by now. There's been more drama surrounding its upcoming IPO than an episode of The Hills. You’ve likely heard about the $60b-to-$47b-to-$20b-to-$10b valuation drop, the wave pool, the dual-class voting structure, the insider deals between Adam Neumann, landlord, and Adam Neumann, tenant, and so on and so forth. We won’t rehash it all for you. We do have some word limitations. 

We do wonder if the events of the past two weeks are a sign of less frothy times ahead. After all, investors -- equity and bonds -- have gotten so accustomed to getting bent over the last several years that we're going long rheumatologists. Knees must be hurting.


🔥Around the Horn (Long Professional Fees, Anger, and Nothing Happening About It)🔥

1. PG&E Corporation ($PCG)

A bit over a week ago, we wrote the following in “PG&E Shareholders are Looking Increasingly PG&F’d”:

We’ve been negligent with our coverage — really, lack thereof — of the PG&E Corporation ($PCG) bankruptcy. Why? Well. Why bother, really? Eight months in and this sucker doesn’t appear much closer to a resolution.

This remains true. But it doesn’t mean sh*t ain’t happening. And most of it hasn’t been great for the company:

  • No Bonds for You. California Assemblyman Chad Mayes reportedly pulled legislation that might have given the company access to as much as $20mm in tax-exempt Wildfire Victim Recovery Bond proceeds (which would be repaid via future “profits” rather than rate increases). “PG&E for weeks had been lobbying lawmakers to pass the legislation, arguing that quick access to the bond money is critical to its effort to settle wildfire claims and emerge from bankruptcy court by next summer.” Why? Obviously, that amount of money could go a long way to addressing the company’s stupendous-yet-contingent liabilities. Maybe…just maybe…depending on politicians was ill-advised.

  • Sweep Under the Rug. Wrongdoing may be a feature not a bug. Without ever confirming allegations, PG&E has apparently made a habit of paying state and federal penalties and legal settlements over the years. The WSJ pegs the number at $2.6b over 23 years. This thing is a liability machine.


🗞The NYT, New Media Models & Snowflake Subscribers🗞


Take a look at these revenue numbers:

This, ladies and gentlemen, represents the most recently reported revenue from New York Times Co. ($NYT). It’s also evolution, illustrated.

We all know the story: in an age of heaps of free media and secular decline of print, media companies are (a) in the midst of a great pivot away from the ad-based business model and (b) as part of a hybrid model, leaning more heavily upon recurring-revenue-producing subscription (and other) products.

This pivot — and the reason for it — couldn’t be clearer from the reported Q2 ‘19 earnings. As you can see above, advertising revenue is flat, while subscription and “other” revenue is growing.

Generally speaking, the report was sound. The company added 131k net subscriptions; it also separately grew its separate subscription channels for “Cooking” and “Crossword,”* and launched a news series, “The Weekly,” on FX and Hulu (PETITION Note: we can’t help but question the long-term success of this series: who really wants to go to Hulu to watch a NYT news series? In the end, that didn’t work for Vice News on HBO. That said, this series apparently contributed to a 30% increase in “other” revenue in the quarter, so, who knows? Maybe we’re dead wrong). In total, subscriptions were up by 197k and the company now reports 3.8mm digital-only subscribers.

On the negative side, the company’s operating costs are increasing and, in turn, its operating profit is decreasing (down $4mm YOY) as it looks to grow its digital channels, properly analyze and manage its sales funnel, acquire additional journalist talent, etc. Some choice bits relating to subscriptions from the earnings call:

Total subscription revenues increased 4% in the quarter with digital-only subscription revenue growing 14% to $113 million. On the print subscription side, revenues were down 2.5% due to declines in the number of home delivery subscriptions and continued shift of subscribers moving to less frequent and therefore less expensive delivery packages as well as a decline in single copy sales. This decrease in print subscription revenues was partially offset by a home delivery price increase that was implemented early in the year.

Total daily circulation declined 8.5% in the quarter compared with prior year, while Sunday circulation declined 7.1%.

No surprises here. Digital is ⬆️, print is ⬇️, and even where there is print, the average revenue per user is shifting down in large part due to subscribers opting for ⬇️ delivery frequency. Interestingly, people are also buying fewer newspapers on the fly (“single copy sales”).

On the advertising side:

Total advertising revenue grew 1.3% compared with the prior year with digital advertising growing 14% and print declining by 8%. The increase in digital advertising revenue was largely driven by growth in direct sold advertising on our digital platforms, including advertising sold in our podcast and our creative services business. The print advertising result was mainly due to declines in the financial services, retail and media categories, partially offset by growth in technology.

The stock market did not act favorably — note the demarcation below:

Indeed, as of the time of this writing, the share price is down 20% from where it was on the date of the release.

There are some interesting takeaways here. First, podcasts continue to be a source of growth for many a media company — despite the lack of viable analytics across the podcasting space. Second, the second order effects of the decline in retail and media are notable. Third, the company’s purchase of Wirecutter is feeding its “other” revenue which implies — though it is not line-itemed — that affiliate-related revenue is a growing part of the business (long Amazon!).**

As for guidance, the company forecasted continued YOY subscription growth in the low-to-mid single digits, a decrease in ad revenue, and an increase in “other” revenue. Notably, “other” revenue also includes income from subletting office space, commercial printing, and licensing deals (i.e., when the NYT is referenced in a movie, etc.).

It will be interesting to see whether the NYT can continue to demonstrate subscriber growth in the midst of a hyper-polarized political environment. To point, a shift to subscribers is not without its dangers. Recently the NYT came under pressure both for (i) its 1619 Project about slavery and (ii) a headline describing President Trump’s reaction to the El Paso and Dayton shootings. Per The Wrap:

The New York Times saw an increase in subscription cancellations after a reader backlash over its lead headline on a story about a Donald Trump speech on Monday, a Times spokesperson told TheWrap.

The paper has “seen a higher volume of cancellations today than is typical,” the spokesperson said on Tuesday.

In an age of hyper-competition for the marginal dollar, this is a big problem. In a story about the dismal performance of the Los Angeles Times’ digital initiatives (net 13k subscriptions in the first six months of ‘19), Joshua Benton writes for Neiman Lab:

But once you get all those subscribers signed up, you’ve got to prove yourself worthy of their money, over and over again. Churn has always been an issue for newspapers, but it’s even more of one in a world of constant competition for subscription dollars. (“Hmm, Netflix raised their price — do I really use that L.A. Times subscription?”) Retention is critical to making reader revenue the bedrock of the new business model….

That’s what happens when you switch to a subscriber model. Investors care less about ad revenue and more about subscriber growth. Each individual subscriber matters. And retention really matters.


But retention cannot come at a cost. A publication must establish values and live up to them. Take, for instance, this note we received from a reader recently:

“Your writings are done well, interesting, and humorous. However, take it from me and many of my colleagues, your anti-Trump insults are aggravating and misguided.  Some of us are considering unsubscribing because of it.”

He is referring to this piece, “Tariffs Tear into Tech+,” wherein we wrote about the recent escalation in trade hostility as follows:

We’re frankly not sure why this is controversial. All we did was insinuate that the man is intemperate (is that really even debatable?) and describe him in his own words.

President Trump’s policies — for better or for worse — have an impact on the economy. The delivery of those policies infuses volatility into the markets. It affects whether a company will commit to investing millions in coming months; it affects sales; it affects consumer spending which, in case you didn’t notice, is, for now, the only thing keeping GDP afloat. We’re going to write about that. And we’re going to do so in our usual voice. Just like we would if a democrat were in office: we’re equal opportunity snark.***

So, sure, Mr. Orange County, feel free to cancel your Membership if you think we’re misguided. That’s just what we all need: another highly educated person running for the hills because a few words didn’t comport with his sensibilities. Thanks for summing up this country’s current plight of discourse/discord in three sentences.

In conclusion, we won’t be bullied, subscription be damned.

*Impressively, the Cooking product has 250k subscribers and the Crosswords product has 500k subscribers.

**For those who don’t know, an affiliate fee is essentially a referral fee for sending traffic over to an affiliate partner that ultimately results in a transaction. So, for instance, if you go to Wirecutter.com to look up best back-to-school backpack and click on their #1 choice, a L.L. Bean ‘Quad Pack,’ and buy one, Wirecutter earns approximately 4% on that purchase.

***Case and point: we’ve previously asked, “Are Progressives Bankrupting Restaurants?