Fusion Connect: Completes Recapitalization

Fusion Connect Inc. has restructured itself – again. Last time, the “leading managed security service provider of cloud communications and secure network solutions” was re-organized was when coming out of Chapter 11 bankruptcy back in January 2020. The company, after making ill-fated serial acquisitions, had sought court protection, burdened by a reported $760mn in liabilities. When exiting Chapter 11, Fusion managed to “shed” $400mn in debt in a transaction which saw its lenders become owners. See the BDC Credit Reporter’s article on the subject from January 14, 2020 – one of six articles we wrote about the company before, during and just after its bankruptcy exit.

Unfortunately, in the last two years Fusion Connect has failed to thrive and has now needed to raise new capital; write-off even more debt and establish new debt financing. All this is spelled out in a press release by the company and its owners on January 19, 2022.

This equity issuance and recapitalization, led by funds affiliated with or managed by Morgan Stanley Private Credit, Ellington Management Group, and Investcorp Credit Management BDC, Inc., was supported by existing stakeholders, including 100% of the company’s creditors. Following receipt of required regulatory approvals, Morgan Stanley Private Credit, via its affiliated or managed funds, will become the majority shareholder in the company. Several members of the Fusion Connect management team also participated in the capital raise, demonstrating substantial support for the company. 

Fusion Connect Press Release – January 19, 2022

There are two BDCs with $12mn of exposure to Fusion Connect: Investcorp Credit Management (ICMB) and Portman Ridge Finance (PTMN). However, only the former’s exposure – in both debt and equity – is material, with PTMN only holding $0.866mn in equity at cost, which was last valued at $0.221mn. As of September 2021, ICMB was a lender in two different debt facilities – both due at different times in 2025. The so-called “Exit Term Loan” – with a cost of $3.2mn was current and valued at par. However, the “Take-Back Term Loan” , with a cost of $5.1mn was valued at $2.0mn and the PIK portion of its interest income (8% according to management) was non performing. ($2.8mn of equity held was already valued at essentially zero).

We’re guessing that the Exit Term Loan will be refinanced at par by the new $60mn credit facility. By the way, that facility is paying 11.5% as of last September. Most likely – but still an estimate – the Take-Back Term Loan will be written off, resulting in a realized loss. Ditto for the equity at both ICMB and PTMN.

Judging by the press release, ICMB will remain both lender and part owner – along with the above mentioned partners – in Fusion Connect. Whether ICMB’s total outstandings will increase even after the likely realized losses is unclear, but we wouldn’t be surprised if that proves to be the case. We currently rate the company CCR 5 due to the non accrual of the PIK on the Take Back loan, but will upgrade our rating to CCR 3 or CCR 4 once we hear the final details from ICMB. (We expect PTMN will have no further role).

This is proving a never-ending story for ICMB, but we imagine management is consoling itself that – one fine day – Fusion Connect will hit its stride and whatever equity stake the BDC has ended up with will be worth enough to recoup the losses incurred in 2020 and 2022. We’ll continue to monitor the company, but expect that the recapitalization won’t affect the BDCs books till the IQ 2022 results are published.

Fusion Connect : Court Dispute Underway

Telecom company –Fusion Connect — which just exited Chapter 11- is arguing in bankruptcy court that a $2.1mn fine imposed by the Federal Government on the company prior to its filing should not need to be paid. That’s all we know but created a reason to have a new look at the company in its new status.

We know that Fusion, according to Investcorp Credit Management (ICMB), that the company – which previously had been on non-accrual – exited Chapter 11 in January 2020. (ICMB got repaid on a DIP Loan at the time). All this from the BDC’s May 12, 2020 conference call. There are 2 BDCs with $18.6mn of exposure in the restructured company: besides ICMB there’s also Garrison Capital (GARS). The first lien debt was already discounted by (20%) and the second lien by (44%) at 3/31/2020. The equity owned is also greatly discounted by ICMB but not by GARS. We don’t understand why.

Fusion Connect: To Exit Chapter 11

The BDC Credit Reporter has written on four prior occasions about Fusion Connect Inc. ever since the “leading provider of integrated technology solutions” failed to make an interest payment on its debt back in April 2019. Subsequently the company agreed to a debt for equity swap with its senior lenders and filed for Chapter 11 back on June 4, 2019. Those senior lenders were owed $574mn. From today’s announcement, we know $400mn of debt has been written off. Furthermore, some existing lenders have agreed to provide $115mn in an “exit financing loan”. We’re not sure if that rolls up the D.I.P. financing in place or is a new facility.

Back in July we’d anticipated the Chapter 11 exit momentarily, so there’s been some delay. In the interim, the company has appointed a new CEO from within.

With the exit, we are upgrading our credit rating to CCR 3 (Watch List) from CCR 5 (Non Performing). We’ll be keeping Fusion in our BDC portfolio company Under Performers database until we learn a good deal more about the company’s long term prospects with its new manager and balance sheet. For the two BDCs involved Garrison Capital (GARS) and Investcorp Credit Management (ICMB), with at least $20.3mn in exposure, a day of reckoning is now nigh. The BDCs should be writing off a portion of the 2023 Term Loan they hold in the IQ 2020 results. Based on the current market value of that debt, we expect a third of the position may be written off. The small DIP positions the two BDCs have is likely to be repaid or continue in the unspecified “exit” facility.

Even at this interim stage, this is a material blow to both BDCs, with ICMB with the greatest exposure on the 2023 Term Loan-turned equity, with $11.4mn at cost and a likely Realized Loss of over ($3mn). GARS has $7.4mn invested at cost in the 2023 debt, but had not taken as big a discount as ICMB last quarter in valuation terms (27% versus 34%). As a result, GARS might have to take an incremental unrealized loss before booking its realized loss of over ($2mn). All the above is just speculation because BDCs have wide latitude on how to value these investments gone wrong and converted into different security types. Undeniably, though, both BDCs will permanently lose much of the $1.8mn of investment income being generated before everything went wrong.

A final word. As Advantage Data’s records show both BDCs got involved in lending to the fast growing (i.e. risky) technology company only in the second half of 2018. ICMB joined the lending group in the IIIQ 2018 and GARS started a quarter earlier. By the IQ 2019, the company was in trouble due to its inability to successfully integrate two major acquisitions and the debt went on non accrual. That’s a very brief period to go from performing credit to non performing. Hopefully for both BDCs the company’s future performance – and the stock that they now own – will offset these early reverses.

Fusion Connect: New CEO Appointed.

The BDC Credit Reporter has tracked Fusion Connect from under-performing to Chapter 11 filing and, most recently, to getting ready to exit bankruptcy, expected by the end of the year.

Now we hear that the existing CEO is departing and a new chief executive has been promoted internally to take that key position on an interim basis. The company will be head hunting for a permanent CEO once Chapter 11 is exited. The new interim CEO will be very busy as he has also been appointed President and COO as the individual wearing those two hats has also resigned.

Given that Fusion will shortly be owned by its lenders, which includes Garrison Capital (GARS) and Investcorp Credit Management BDC (ICMB) – formerly CM Finance – these changes – and those to come – deserve watching. We still rate Fusion Connect a CCR 5 because it’s non-performing but expect to maintain the company on our under-performing list with a rating of CCR 3 (Watch List) once operating normally again. We still have a lot to learn about the ultimate balance sheet of the restructured entity; its strategy going forward – and we see from this news – who will be at the helm long term.

Fusion Connect: Schedule For Chapter 11 Exit

According to Informa, Fusion Connect has filed its bankruptcy plan with the court and hopes to get a hearing by October 1st and – if all goes well – exit Chapter 11 shortly thereafter. The plan includes a very large debt swap/forgiveness that is said to cut total borrowings from $680mn to $380mn. Currently, the restructuring appears to have the first lien lenders gaining control of the business in return for writing off a goodly portion of their debt. The two BDCs involved – CM Finance (CMFN) and Garrison Capital (GARS) have $18mn invested at cost, but that liability may have increased as senior lenders provided DIP financing. That original debt is on non accrual and won’t – in any form – be paying interest till the IVQ 2019. That’s three quarters without LIBOR + 7.25%. Moreover, a write-off of some kind must be coming.  We’ll learn more when CMFN and GARS report IIQ 2019 portfolios. The valuations are likely to be close to the final, if all goes to plan. See our prior posts on June 12, 2019  and April 17, 2019.

Fusion Connect: Further Details On Post Bankruptcy Financing

The Company filed for Chapter 11 on June 3. On June 11, in an article from the Global Legal Chronicle we learned that “ad hoc group of lenders also backstopped Fusion’s debtor-in-possession financing facility in the aggregate principal amount of $59.5 million, which consists of $39.5 million of new money term loans”. This suggests that the two BDCs with $18mn in senior debt exposure  –  CMFN and GARS – have increased their exposure to what was till very recently a fast growing enterprise, cobbled together from multiple acquisitions. It’s still too early to determine how this will all play out. The business may yet be sold or the existing lenders may be involved in a debt for equity swap. In either case, income from the pre-petition debt is going to be interrupted for months, and some sort of realized loss is likely. At 3/31/2019, the discount to cost that the BDCs were using ranged between (12%) and (17%). However, any income and return from the DIP financing should be money good.

Fusion Connect: Lenders Agree To Standstill Agreement

Publicly traded Fusion Connect has entered into a Forbearance Agreement with its Revolver lenders and 70%+ of first lien lenders. As the press release states : “Under the terms of the Forbearance Agreement, these first lien lenders have agreed not to exercise the remedies available to them related to Fusion’s decision not to make its scheduled principal payments due on April 1 and 2, 2019 and certain other defaults under the Company’s credit agreement. The Forbearance Agreement extends until April 29, 2019 unless certain specified events occur”.  In the interim, the Company has hired turnaround advisers and appropriate legal counsel in an effort to restructure the balance sheet out of bankruptcy. However, the odds are stacked against the highly leveraged business. See the Company File for the BDC Credit Reporter’s View. The two BDCs with $18mn in exposure appear to be in a first lien loan due in 2023. The publicly traded debt – valued by the BDCs at close to par at 12/31/2018 – currently trades at a (25%) discount). That suggests CMFN and GARS are likely to have to write down their debt by close to $5mn or more in the IQ 2019 results and face the risk of additional Realized and Unrealized Losses. The most immediate impact is likely to be interruption of interest income: $1.1mn on an annual basis for CMFN and $0.7mn for GARS.