Carlson Travel: Files Chapter 11

On November 11, 2021 Carlson Travel Inc. filed for Chapter 11 bankruptcy protection, as part of a pre-packaged plan. A month earlier, the key components of the plan agreed between the owners and most of the lenders was spelled out:

Through the plan, the debtors seek to implement a restructuring that deleverages the debtors’ balance sheet from $1.6 billion prepetition to $625 million in exit notes as well as a $150 million exit revolving credit facility that is presumed to be undrawn at emergence. $500 million of the exit notes will provide new money to the estate (either via a marketed offering or a backstopped rights offering to existing creditors). The plan also provides for $350 million of new equity financing, split between a rights offering to the plan’s Class 5 and “direct allocations” to supporting parties…“.

From Reorg.com 10/6/2021

The key creditor is Barings, Inc. As a result, two of the asset manager’s BDCs are involved – non traded Barings Capital Investment and publicly traded Barings BDC (BBDC) with an aggregate exposure at cost as of September 2021 of $13.6mn. The exposure consists of first lien debt and “super senior secured debt” and a sliver of equity. Barings has been involved with the company since at least IIIQ 2020 as a BDC lender.

Despite the big debt haircut reported BBDC and Barings Capital don’t seem to be at risk of any loss, judging by the IIIQ 2021 valuation. Both debt tranches are valued at a premium. The only loss should come in the immaterial $0.13mn of equity invested.

We have downgraded Carlson from CCR 3 to CCR 5 on the news of the bankruptcy but are optimistic – on the basis of the public record that this is a bullet that the Barings BDC lenders can duck. What we don’t know, though, is whether these lenders will receive equity in the post-bankruptcy entity. We’ll update readers after the IVQ 2021 BBDC results are published, which should address the issue if the company formally emerges from court protection by that date.