Swipe Acquisition Corp: Restructuring Completed

Swipe Acquisition Corp is a manufacturer of gift cards and hotel key cards and – unsurprisingly – was badly impacted by Covid-19. As recently as the IQ 2020 the company was marked as performing to plan but quickly downshifted to underperforming and then to non performing by the IIIQ 2020. We now learn that the business has been taken over by its lenders in a debt for equity swap, which occurred in the IVQ 2020. One of those lenders – Owl Rock Capital (PRCC), on its February 24, 2021 outlined what has happened in recent weeks :

In order to best position the company in the near term, we rightsized the outstanding debt amount and equitize the remainder of the debt balance.”

From Advantage Data’s records we know that the Owl Rock organization – which includes non-traded Owl Rock Capital II – had $176mn advanced in senior debt to Swipe as of September 2020. We don’t have yet have ORCC II’s results, but we can see that ORCC’s own investment at cost in Stripe debt has dropped from $156mn in debt to $52mn in the post-restructuring IVQ. We know that the BDC took a realized loss of ($51mn), virtually all Swipe related.

In addition, $48mn is booked from the IVQ 2020 under “New PLI Holdings” as a common stock investment. That’s where the debt for equity swapping occurs. All of that does not recognize to the last dollar but indicates ORCC has roughly already written off one-third of its initial capital and reduced its investment income by two-thirds. That’s ($8.5mn) of annual investment income forgone.

This is a big move for Owl Rock – according to management on its conference call – making the move to owner/lender from solely a lender. Only time will tell if i) the company requires additional capital; ii) the asset manager is successful at effecting a turnaround. Still, this is an example of what we’ve been calling out for some time: the ever increasing willingness of BDCs of all stripes to turn around their own failed investments. (That must be frustrating to all those “distressed” investments funds waiting around for opportunities like Swipe). For investors in BDCs the increasing number of “control” investments created in this way make evaluating BDC value and performance more difficult than in the past.

For the moment, the BDC Credit Reporter has upgraded Swipe/PLI to CCR 3 from CCR 5, given the restructuring and the return to accrual status. We’ll continue to offer updates in the quarters ahead.

NGL Energy Partners LP: Suspends Dividends

We learn from a recent Seeking Alpha article (Trapping Value on February 21, 2021) that NGL Energy Partners LP (ticker: NGL) has recently refinanced its debt. As part of the agreement with the public company’s new lenders, all common and preferred dividends have been suspended. Admittedly, the suspension is supposedly only temporary and the payouts will resume once a target leverage is met. Still, given the pressures in the oil patch, we don’t suggest shareholders should hold their breath.

For the only BDC with exposure – FS Energy & Power – this looks like a body blow from what we can tell. That’s because the BDC has $173mn invested at cost in equity and preferred, of which $166mn is in the latter and yielded 14.3% from distributions. Our calculator indicates that’s ($23.7mn) of annual dividend income lost. A glance at the non-traded’s BDC IIIQ 2020 financial statements indicates that’s equal to 13% of total investment income and over 50% of Net Investment Income.

We had already rated NGL CCR 4 but now downgrade the company to CCR 5, given this was a yield producing investment. If this settled out today we’d expect the BDC to lose (25%-50%) of its investment, but that’s not happening, giving NGL – buoyed by its debt refinancing – the chance to fight on. However, this is a Major investment by our standards (over $100mn) and will be of concern to the manager of the BDC and its shareholders.

American Achievement Corp: Debt On Non Accrual

We learn from Sixth Street Specialty Lending (TSLX), following IVQ 2020 results, that a new portfolio company has been placed on non-accrual: American Achievement Corp. The company “manufactures and supplies yearbooks, class rings and graduation products, and as a result of COVID, underperformed for the 2020 sales season“. TSLX added: “We are currently working with the company on a potential restructuring to keep our term loan outstanding and to receive a majority of the equity in the business as a lender group. We expect to reach resolution on this in the near term“.

What TSLX failed to say is that the company “filed for involuntary Chapter 11 bankruptcy protection January 14, 2021, in the Northern District of Texas“, according to public records. In addition, TSLX did not mention that the near half a billion dollar in debt owed by the company is the subject of heated disputes, which adds an element of uncertainty to the outcome. This article by S&P describes some of the maneuverings underway.

TSLX seems to be (unduly ?) optimistic, writing down its $23.8mn first lien loan by only (9%). Furthermore, if a debt for equity swap – as mentioned above – seems the likeliest resolution, it seems unlikely that the debt will not be subject to a major haircut, which will impact long term income. At the moment, with the non-accrual TSLX has temporarily lost ($2.2mn) of annual investment income.

We have downgraded the company from CCR 2 to CCR 5 in one fell swoop. (As of the IIIQ 2020 TSLX valued its investment at a modest discount of (7%) and no mention was made by TSLX – the only BDC lender – of any challenges at the company). We are also adding AAC – as its known – to our Alerts list because it’s likely that the income, value and outstandings involved will be subject to substantial change in the next couple of quarters.

Frankly, we’re a little disappointed by the transparency of TSLX at this stage. Maybe with so much ill feeling between the parties involved with the company, the BDC did not want to stir up the pot on its February 18, 2021 conference call, but investors are left with an incomplete picture. This a company that bears watching and which we’ve added to our daily review for any new developments.

MD America Energy: Emerges From Bankruptcy

Now that Sixth Street Specialty Lending (TSLX) has reported IVQ 2020 results, we’ve learned about what has happened to its troubled energy company, MD America Energy. We last wrote about the company in December 2020 when bankruptcy was filed. At the time, we projected – from what we knew at the time : “We are expecting the BDC will book a realized loss of ($5mn-$8mn), probably in the IVQ 2020“.

This is what TSLX’s management said on its February 17, 2021 conference call:

In December, we also removed our first lien loan in an E&P company, MD America, from nonaccrual status following the company’s emergence from Chapter 11. During Q4, our $13.6 million fair value loan was restructured into a $9 million first lien loan and a $3.9 million equity position. We believe the company’s new capital structure is more appropriately suited for today’s commodity price environment“. 

The 10-K shows TSLX has booked a realized loss of ($4.0mn). Still, the BDC – as of September 2020 – had invested $17.9mn, but now has a new Term Loan – with a maturity of 2024 – with a par value of $9.0mn, yielding 9.25%. The prior debt – due in 2023 – had a par value of $18.1mn and its yield was 10.0% before going on non accrual. This means TSLX is permanently losing ($1mn) of annual investment income. The BDC will have to hope the $3.9mn in the equity of SMPA Holdings – the new entity – will be worth something one day. If not – and assuming this new debt gets repaid – TSLX will have lost half its investment in the energy company.

We are upgrading MD Energy/SMPA Holdings from CCR 5 to CCR 3. You will not be surprised that we are keeping the company on the underperformers list given the sector in which it operates and its recent failure. We can’t help worrying that the $3.9mn equity stake has an element of being a can kicked down the road. Even the new senior debt cannot be considered safe with three years till repayment. We’ll check back in next quarter with TSLX to see what progress the restructured company is doing.

Country Fresh Holdings LLC: Files Chapter 11

On February 16, 2021 fresh food distributor Country Fresh Holdings LLC filed for Chapter 11 in Texas.

Pandemic-related supply chain and business disruptions have affected Country Fresh and our customers dramatically over the past year,” said Bill Andersen, Country Fresh President and CEO. “Despite efforts to improve company results before and during COVID, we believe that this sale transaction will result in a better capitalized company and positions our customers, suppliers, employees, and all other stakeholders for maximum success going forward.”

The company already has a “stalking horse” bidder in place in the form of PE group Stellex Group and has arranged debtor-in-possession financing with certain of its existing lenders, who were not named. Country Fresh hopes to go through the bankruptcy process in 60 days.

BDC exposure to Country Fresh is significant and includes 4 public and non-traded funds. Leading the group – and the earliest lender – is PennantPark Floating Rate Capital (PFLT) which has $23mn invested in the form of “super senior” term debt; a second lien loan and equity. Only PFLT has reported IVQ 2020 results so far and placed its $5.9mn second lien loan on non accrual for the first time. The other loans were still performing at the end of 2020, but are likely now on non accrual as well. PFLT also has $10.5mn of equity in the company which has been written to zero for the past 3 quarters and is likely to stay there.

Also with substantial exposure is non-traded Cion Investment while Goldman Sachs BDC (GSBD) and Goldman Sachs Private Middle Market Fund have tiny equity stakes left over from a 2019 restructuring and written off already on an unrealized basis.

At first approach, we’d guess PFLT and Cion might be involved in the DIP financing and are likely to receive back their “super senior term loan advances”. Still, realized losses are likely to be substantial: over ($25mn) , or 77% of all capital advanced because mostly concentrated in the second lien and equity. If the “super senior” don’t pay interest investment income will be forgone from the IQ 2021 forward, but may get recouped when the business is sold.

This is second time not the charm for PFLT and Cion, both who were involved in Country Fresh’s earlier restructuring in 2019, which resulted in ($7.1mn) in realized losses at the time for PFLT.

Also notable is that Country Fresh – by our count – is just the fourth BDC-financed company to file for Chapter 11 in 2021. Whether the BDCs involved will convert debt to equity and/or advance new monies in the form of loans or equity is not yet clear. We’ll circle back when we learn more.

RAM Energy Holdings LLC: IVQ 2020 Update

Every quarter we get an update from PennantPark Investment (PNNT) about its portfolio company RAM Energy Holdings, LLC. The BDC and company go all the way back to 2011 when the BDC first advanced $17mn in debt. Now, PNNT – after doubling down again and again – has invested $162.7mn at cost in the E&P company. The investment is currently in the form of non-income producing common stock. RAM is the BDC’s largest investment at cost and deserves our periodic attention.

RAM has has been an underperformer for years. As recently as the IVQ 2019 PNNT converted its first lien debt to equity. By the IIIQ 2020, the discount on the investment was -45%.

PNNT had the following to say on its February 10, 2021 conference call about the latest developments at the company, which we are quoting in full:

The new credit facility led by Vast Bank under the Main Street Lending Program, materially lowered RAM’s cost of capital and provide the runway to execute on its operating plan and time to wait for a recovery in prices. During Q4, RAM was impacted by the lingering impact from COVID and a difficult 2020, which included higher debt, continued lower prices, reduced production and the impact of monetizing its hedge positioning at the time of the refinancing. Additionally, RAM began work on its last 2 uncompleted wells, which were finished recently. While still early, production of these wells is expected to be strong. Even though the December 31 quarter had several impacts, RAM is now on stable operational and financial footing that should benefit from higher prices and production. The company is free cash flow positive after debt service, and we use any free cash flow to service and repay debt”.

The sanguine tone above notwithstanding, the discount increased to -55%, bringing the value to $73mn.

We retain a CCR 4 rating on the company. If the remaining value were to be written off – not inconceivable in an oil & gas investment at the bottom of a balance sheet – PNNT would incur a -$1.09 a share loss, an eighth of its net assets. No wonder management is looking for another way out. Given all the recent “great escapes” we’ve seen in the credit markets of late – admittedly very few in the energy complex – maybe Ram Energy can yet surprise us.

Edmentum Ultimate Holdings: Company Sold

In December 2020 , the Vistria Group – a private equity firm – acquired Edmentum Inc. and its parent, Edmentum Ultimate Holdings. Terms were not disclosed but the press release announcing the acquisition indicated “New Mountain Finance Corporation and funds managed by BlackRock will retain ownership positions“.

From a BDC perspective this is a very important transaction as Edmentum was – through September 30, 2020 – one of the larger BDC-financed portfolio companies (number 79 on the list maintained by Advantage Data). Also, there are five BDCs involved, many of them with very large dollar exposure. These include New Mountain Finance (NMFC) and BlackRock TCP Capital (TCPC). Also important is that with the Vistria Group acquisition the future exposure of the 5 BDCs involved is changing. See the Advantage Data Table for IIIQ 2020 of all BDC exposure:

Edmentum has been on BDC books since IVQ 2012 – initially only in the form of first and second lien debt -and has had a chequered past. In 2015 the company was restructured and several of the lenders recognized realized losses. (For example, NMFC lost half of its $31mn then invested). In the restructuring, Oaktree Specialty Lending (OCSL); Prospect Capital (PSEC), NMFC and BKCC initiated equity stakes. To keep a long story short, over the years BDC exposure increased to reach $204.4mn even as some of the debt outstanding was carried as non-performing at different times by different lenders. The BDC Credit Reporter has carried Edmentum on its underperforming list since the IVQ 2014.

However, in recent quarters the valuation of the BDC investments has been improving. As of September 2020 virtually all the different debt and equity stakes held by BDCs were valued at par or at a premium, with the exception of a small equity stake held by Gladstone Capital (GLAD). Now as we begin to hear from BDCs about IVQ 2020 results the outcome of their investments is becoming known, with varying results. GLAD reported the following :

In December 2020, our investment in Edmentum Ultimate Holdings, LLC was sold, which resulted in a realized loss of approximately $2.4 million on our equity investment. In connection with the sale, we received net cash proceeds of approximately $4.9 million, including the repayment of our debt investment of $4.6 million at par.

PSEC fared better: On December 11, 2020, we sold our 11.51% Class A voting interest in Edmentum Holdings and recorded a realized gain of $3,724 in our Consolidated Statement of Operations for the quarter ended December 30, 2020. Concurrently, Edmentum Holdings fully repaid the $9,312 Unsecured Senior PIK Note and the $45,277 Unsecured Junior PIK Note, and Edmentum, Inc. fully repaid the $8,758 Second Lien Revolving Credit Facility receivable to us at par.

OCSL also ended up in the black : “We realized a full par recovery on our debt investment and recorded a total gain of $23 million”. 

Not heard from yet are NMFC and BKCC. However, we get the impression from the press release and comments made by TCPC after the IIIQ 2020 results that New Mountain and BlackRock intend to maintain investments in post-sale Edmentum. Here’s what NMFC said on its November 5, 2021 conference call in answer to a question about its intentions for Edmentum: “We’d like to maybe take some chips off the table, recapitalize the balance sheet, maybe bring in a partner. But at the same time, we do think there’s very significant upside from here that you probably wouldn’t quite get until you show the sustainability of the earnings trend, which we absolutely believe in. And so we may elect to hold some exposure for another period of time to get the benefit of that incremental value gain”.

So while 3 BDCs are going out the door, these two others are likely to remain, but we’ll need the IVQ 2020 results to suss out all the details.  The GLAD realized loss and the earlier 2015 losses notwithstanding, this is a positive turnaround for Edmentum, which was rated CCR 5 as recently as September 2019 and which we have maintained at a CCR 3 rating ever since. After we hear from TCPC and NMFC we’re likely to return Edmentum to CCR 2 status, especially if and when we get a better understanding of the new capital structure and prospects for the business.   

Aptim Corp: S&P Global Ratings Update

According to a news report, S&P Global Ratings is feeling a little better about Aptim Corporation, an environmental consulting and remediation company. APTIM Corp. was “affirmed” on Feb. 11 2021 at CCC+ and its outlook revised to “stable” from “negative”. Apparently some receivables that had been of questionable collectibility have come in, improving liquidity.

The CCC+ rating on the company’s $515 million of 7.75% senior secured notes due 2025 was affirmed as well.S&P Global Ratings believes Aptim’s balance sheet cash will be sufficient to handle fixed charges over the next 12 months“. However, as you can see by the speculative rating, Aptim is hardly free and clear of trouble as leverage is high, operating profitability poor and the company’s capital structure as “unsustainable”.

Nonetheless, these developments – and the modestly positive signal from S&P – might result in shrinking the discount on the value of the 2025 debt – with a cost of $30.5mn and a IIIQ 2020 discount that ranges between -37% and -48%. We note that Main Street (MAIN); Great Elm (GECC); FS KKR Capital II (FSKR) and non-traded HMS Income all hold the same debt but their valuations differ. In fact, FSKR even carries the debt as non-performing.

The -$13mn in unrealized losses might shrink either in the IVQ 2020 valuation or in the IQ 2021 based on the improving situation at Aptim. We have rated the company as underperforming since the IVQ 2018; and further downgraded the business to a CCR 5 when we first saw the FSKR non-accrual in the IIQ 2020.

The BDC Credit Reporter will circle back as the IVQ 2020 results come in from the BDCs involved and see what we’ll learn. We have no view as to the likelihood of an eventual loss but that “unsustainable” capital structure remains cause for concern, especially as the BDC debt outstanding is in junior debt capital. Still, in the short term values might be going up rather than going down or getting written off.

UPDATE: We have added Aptim to our Alerts list of companies whose value is expected to materially change in the next 1-2 quarters.

Avanti Communications: New Financing Arranged

On January 20, 2021 we wrote that Avanti Communications was in “financial difficulty”, based on a news report. The satellite launcher and operator has a huge debt load and a bond deadline was looming. We’ve now learned that today – February 8, 2021 – the $145 million debt (Super Senior Facility/SSF) needed to be refinanced or extended.

Apparently, the existing lenders have blinked and offered a one year extension. Here’s what “Advanced Television” – a trade publication – had to say:

In a statement on February 8th, Avanti said: “Today the Company announces that it has agreed on the headline terms of an amendment and extension of the SSF to 31 January 2022 (the “A&E Transaction”). When completed, the A&E Transaction will provide a material maturity extension of the SSF combined with a new capital injection of $30 million provided by the Company’s existing junior lenders, enabling the Company to execute on its growth plan including the closing of its exciting pipeline of significant contracts.”Avanti added: “In order to provide time to finalise (i) requisite consent processes and (ii) definitive long form documentation, the Company has agreed a short-term extension of the maturity of the SSF from 8 February 2021 to 15 February 2021“.

This news suggests that Avanti will live to fight another day but that Great Elm (GECC) and BlackRock TCP Capital (TCPC) – both of whom are junior lenders – will be anteing up more capital. Currently – using data through September 30, 2020 – the two BDCs have advanced $115mn.

There’s no change to our CCR 5 rating for Avanti (TCPC carries the debt as non performing but GECC as performing – a subject unto itself). We will learn more about both BDCs exposure to Avanti either when IVQ 2020 results are discussed. Or, if the BDCs are being coy, when IQ 2021 results are updated as this new capital seems likely to be advanced in the current quarter.

AMP Solar Group: Investment Sold

When we last wrote about AMP Solar Group on January 12, 2021, we were full of questions. We’d heard that the Carlyle Group had made an investment in the company, but we didn’t know what were the implications for Apollo Investment (AINV), which has a very long standing equity investment with a cost of $10.0mn and a value through September 30, 2020 of $8.570mn.

We don’t know if Carlyle’s involvement validates the multi-year investment in AMP Solar and we will see either a sale of the BDC’s position to them or an increase in the business valuation. ..We just don’t know but hope to learn more from AINV when IVQ 2020 results are published and discussed in February 2021“.

Now AINV has reported those results we know a lot more, even if not much color was offered. Apparently, the BDC received $14.0mn for its position, resulting in ” a net gain of approximately $5.6 million during the quarter“.

Six years after getting first involved with AMP Solar this is a positive outcome for AINV which has been long trying to sell-off its “non core” alternative energy investments. At one point this investment had been written down on an unrealized basis by (91%) so the gain realized must feel like vindication to the BDC.

The BDC Credit Reporter had rated the investment CCR 3, as its value had been appreciating in recent quarters, but the rating had been CCR 4 in the past. We are re-rating to CCR 6 as the BDC no longer has any exposure.

Ambrosia Buyer: Debt Placed On Non Accrual

As we noted at the top of our earlier article on November 26, 2020 about Ambrosia Buyer Corp., there are actually three different names used by different BDCs for the same borrower. Here’s what we wrote:

Occasionally BDCs use different corporate names for portfolio companies, which is very confusing for the BDC Credit Reporter and requires much checking and double checking. In this case we are going to discuss Ambrosia Buyer Corp; Trimark USA LLC and TMK Hawk Parent Corp. Three names but one company and set of debt. As CreditRisk Monitor explains: “Ambrosia Buyer, Corp. was formed by Centerbridge Partners, L.P. to facilitate its acquisition of TMK Hawk Parent Corp. d/b/a TriMark USA, LLC (“TriMark”) from Warburg Pincus LLC. TriMark is a leading distributor of foodservice equipment and supplies in North America serving over 80,000 customers”. Several BDC lenders are involved in a first lien Term Loan due August 2024 and a second lien maturing one year later. Total BDC exposure is a material $63.5mn at cost, split between four firms: Apollo Investment (AINV); New Mountain Finance (NMFC); Audax Credit BDC and Cion Investment, which is related to AINV.”

We also predicted in that same article that a default was a likely outcome: “As half of Ambrosia/Trimark’s customers – according to Moody’s – are restaurants and that the group already has a Caa rating on the company, we are not optimistic. We don’t know enough to add the company to the Weakest Links list, so we’re not “calling” an imminent payment default. Would we be surprised if one occurred ? No, given the dire economic conditions and the 10X debt to EBITDA remarked on by Moody’s as far back as April 2020″.

Now – thanks to AINV IVQ 2020 results disclosure – and a brief comment on its conference call, we know that company is non performing: “We placed 1 new investment on nonaccrual status during the quarter: our second lien investment in Ambrosia Buyer, or TriMark, was placed on nonaccrual status. The company is the distributor of food service equipment and supplies in North America and has been struggling during the pandemic as its restaurant customers were forced to close. We continue to receive scheduled cash interest payments from the company, but we’ll be applying those proceeds to the amortized cost of our position“.

From an income standpoint, that’s ($1.9mn) forgone on an annual basis, or about 1.7% of the BDC’s latest Net Investment Income Per Share annualized. (The second lien has a principal value of $21.4mn and an interest rate of 9.0%). As of the IIIQ 2020, there were still 4 BDCs involved with the multi-named company, with $63mn invested in first and second lien debt. Only Cion – besides AINV – holds a second lien position ($13.4mn). The remainder are in the first lien debt and may, or may not, also be in default.

AINV dropped its value in Ambrosia 30 percentage points from $16.6mn to $10mn, so it’s likely other BDCs will – at least – discount their debt further. Last quarter the senior loan was already haircut by (33%). For our part, we are downgrading the company from CCR 4 to CCR 5 and will provide an additional update when we hear from NMFC.

AG Kings Holdings: Sale Of Company Closed

The AG Kings Holdings story is coming to a conclusion. We’ve been covering the company since June 2019 with a series of updates. The retail chain has been sold to Albertson’s Acme Markets in January 2021, according to BDC lender Capital Southwest (CSWC). The sale was known about previously, but not its final closing, which seems to have occurred.

This means that the debtor-in-possession financing provided by CSWC – and by WhiteHorse Finance (WHF) – has been repaid in full. However, some legacy debt will be written off.

CSWC revealed that its 2021 term debt with a cost of $3.5mn was valued at $0.7mn at year end 2020 but was repaid at a higher value in January, but the exact amount was not given. Here’s what CSWC’s management said on its most recent conference call: “So our exit was higher than where it was valued last quarter. So that’s the first thing I would say. And then the $739,000 that’s left is basically the last interest. I mean, there’s a litigation trust and the final bankruptcy cleanup and there’s a final working capital adjustment and some final economics, which, candidly, we believe, is going to be meaningfully higher than the $740,000, we have it valued right now. So we think there’s upside in NAV from that perspective. And then our all-in recovery at the end of the day, will be about $0.80 on the dollar“.

We expect CSWC will end up taking a realized loss of ($2.5mn-$3.0mn). WHF will, in all likelihood, book a loss as well. Nonetheless, the absolute amounts are relatively small. The BDCs were fortunate that the pandemic boosted AG Kings business and its prospects at this critical juncture and resulted in better than might have been expected proceeds from the company’s sale. Once the final payouts are made we’ll re-rate AG Kings from CCR 5 to CCR 6, reflecting the end of all BDC exposure.

Elyria Foundry: Company Sold

All the assets of BDC portfolio company Elyria Foundry has been sold to TRM Equity as of January 25,2021. Terms were not announced. “Elyria Foundry, specializes in ductile iron castings up to 200,000 pounds serving a broad set of markets including defense, oil and gas, construction equipment and mining. Elyria Foundry has operated since the early 1900’s and has developed a strong technical and metallurgical team that drives its success”. The company is based in Ohio.

This should be good news for the only BDC with exposure – Saratoga Investment (SAR). This is an investment that dates back to 2008 ! As of November 2020, SAR had a $1.3mn second lien loan, bearing a 15% PIK yield to Elyria and a $9.7mn equity stake, valued at just $0.730mn.

We imagine that SAR’s management has been aware of the acquisition for some time. That might mean the latest valuation is up to date and proceeds received will not be sufficient to do much more than repay the debt and allow for a small payout on the equity, or $2.0mn in all. That would result in a realized loss of -$9mn. However, we just don’t know and SAR’s proceeds might be higher or even lower (though we don’t think so). The most notable part of this story is that the long relationship between SAR and Elyria seems finally to be coming to an end and should release some capital back to the BDC.

We are re-rating Elyria – because now sold – to a CCR 6 rating from CCR 4. We’ll have to wait till SAR reports February 2021 quarterly results before discovering if at the end of the road with Elyria what the final bill looked like.

Great Western Petroleum: Fitch Places On Positive Watch

We’ve written about Great Western Petroleum twice before, and each time the situation at the refiner was dismal. The first time – in April 2020 – we had just downgraded the company to CCR 4, even though the valuations applied by its only BDC lender – FS Energy & Power – were optimistic. Then in September, we updated the situation after a much heralded restructuring fell through. Third time’s the charm because Great Western has a new restructuring in place and the situation is looking better for the company. Fitch Ratings has just placed the business on “Credit Watch Positive” and is talking about upgrading its debt ratings. Click here for all the details. That’s just as well because as of September 2020 FS Energy’s $95mn of total invested capital (in 2021 and 2025 debt and in preferred) was discounted about (40%).

However, when we get into the details of the proposed restructuring that Fitch is cheering on, we notice some of the devilish consequences. First, the $46mn in preferred held by FS Energy is going to be converted to common stock. That will represent a hit to income as the BDC has been accruing into income preferred distributions at an annual yield of 15.5%.

The 2025 note holders – and the BDC has $13mn outstanding out of $75mn in that tranche – will be pushing out their repayment by a year, on the same terms as the new second lien debt being raised as part of the restructuring.

The only immediately good news from FS Energy’s standpoint is that it’s $36mn of debt due in September 2021 should be refinanced by the new arrangement. Given that this debt is discounted by (40%) that should be a positive for the BDC even if a 9.0% yielding instrument will be leaving the portfolio.

Of course, we don’t have the full picture. We don’t know if FS Energy will be participating in the new second lien loan which might ratchet back up its exposure. Furthermore, although business fundamentals have improved this remains a “speculative credit” by most measures and FS Energy will be involved for many more years to come.

American Teleconferencing Services: IVQ 2020 Update

We’ve written about American Teleconferencing Services before: back on August 21, 2020 when we provided a IIQ 2020 update. The company has been troubled since IVQ 2018 and is rated “speculative” by Moody’s. From a BDC perspective this is a “Major” underperformer because aggregate exposure at cost is over $100mn and involves no less than 7 BDCs. We have rated the company CCR 4.

Now Capital Southwest (CSWC) – one of the seven – has published IVQ 2020 results. No word on its conference call about American Teleconferencing. However, the BDC Credit Reporter notes that CSWC has increased its discount on the first lien and second lien held to record levels. The former debt – which matures in 2023 – is discounted -45% and the latter -60%. In the prior quarter, CSWC’s discounts were -33% and -48%.

This does not bode well for the company, or CSWC or the other BDC lenders who have yet to report. We did undertake a public search to get some color but found nothing recently. The downward trend is undeniable, though, and keeps the company rated CCR 4 on our five level scale. We don’t where CSWC rates the investment. Some $8.2mn of annual investment income is involved.

Knotel Inc. : Files Chapter 11

Shared work-space company Knotel Inc. has filed Chapter 11 on January 30, 2021, according to multiple reports. We quote below from the company’s press release on the subject:

As part of its strategic path forward, Knotel has reached an agreement to sell the business to an affiliate of Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark”), a leading full-service commercial real estate firm. The Company has also made the decision to exit multiple locations in the U.S. as part of the process“.

Not so long ago Knotel was an investor darling with an enterprise value of over $1.0bn, but then the pandemic came along and you can guess the rest, especially if you’ve followed the travails of better known competitor WeWork.

From a BDC perspective, there is only one fund involved: publicly traded, venture oriented TriplePoint Venture Growth (TPVG_ that has been involved since IQ 2019. (Bain Capital Specialty Finance – or BCSF – was a lender briefly in 2019 but has long departed). TPVG has invested as of September 30, 2020 a significant $31.1mn in Knotel, almost all in the form of senior debt due in 2022 and 2023. This has been generating close to $3.0mn in annual investment income and was performing last time TPVG reported. The BDC Reporter had a CCR 3 rating on the company, just added in the most recent quarter.

However, we’ve also learned from Bloomberg that in the month prior to the bankruptcy filing, an affiliate of the group that seeks to acquire the business has bought out the first and second lien lenders. That suggests there is no further BDC exposure to Knotel and we’re changing our rating from CCR 3 to CCR 6. Effectively, the company went bankrupt after TPVG – and the other lenders departed – but we’re still counting this on the BDC Credit reporter’s soon to be world famous Bankruptcy List. What we don’t know – and these details matter – is whether the debt was sold at par, including accrued interest – or at a discount. We assume the $0.160mn invested in preferred by TPVG will be lost.

Overall – and making some optimistic assumptions – it seems like TPVG may have (largely) dodged the Knotel bullet helped by a market full of buyers looking for opportunity and its position towards the top of Knotel’s balance sheet. We will learn more – most likely – when IVQ 2020 results are discussed.

Petrochoice Holdings Inc.: Downgraded By S&P

The BDC Credit Reporter really tries to be comprehensive and catch wind of credit troubles brewing at every BDC-financed portfolio company, but we’re not perfect. Here’s a case in point. We missed PetroChoice Holdings Inc. : ” one of the largest distributors of lubricants and lubricant solutions in the United States“. This is a business that was highly leveraged before Covid-19 and is being impacted by lower demand for lubricants because we’re all driving less.

Back in the IQ 2020 – we can now see with the benefit of hindsight – the company began to underperform. The ratings groups were fast to act with Moody’s downgrading the company from B3 to Caa1. The first and second lien debt – more on that in a minute – also got downgraded.

Fast forward to this week and we hear PetroChoice was also downgraded by S&P Global Ratings to CCC+ from B- on concerns about the company’s liquidity in the face of a “challenging” economic environment. Ratings on the company’s borrowings were cut as well, with the first-lien credit facility dropped to B-, from B, and the second-lien loan to CCC-, from CCC. Both ratings groups are worried about debt coming due in 2022 and the currently low odds that the company will be able to refinance the obligations.

This is worrying for 5 BDCs with first and second lien debt exposure. The total amount outstanding at cost is $102mn – a Major borrower by our standards. There’s more than $9mn of investment income at risk of interruption and/or loss if PetroChoice defaults. You might think the company has plenty of time to deal with its challenges but S&P warned forebodingly that by mid-2021 “total liquidity sources to fall below $10 million.” That’s too little to run a business of this size so we expect to hearing more about PetroChoice in the weeks ahead.

The BDC with the biggest exposure is FS KKR Capital (FSK) with $65mn at cost – all in the more vulnerable second lien debt, and priced at LIBOR + 875 bps, plus a 1.0% floor. The income involved is equal to 1.0% of investment income and 2% of Net Investment Income at the giant BDC. FSK has only discounted its position by -11% – which represents about 2% of its net worth. Of course, if things go awry at PetroChoice both income and net assets could be materially impacted.

Also at risk of taking a knock if PetroChoice should stumble is Bain Capital Specialty Finance (BCSF) with just over $16mn invested, but all in the senior debt, leaving both less income and capital at risk of ultimate loss. Golub Capital (GBDC) has a small position and two non-traded BDCs have moderate sized exposure..

We are rating PetroChoice CCR 4 because the odds of a loss at this stage are higher than of full recovery. We are also placing the company on our Alerts list – a new feature of the BDC Credit Reporter coming shortly and which you’ll find in the Data Room section showing which troubled companies credit situation is reaching some sort of resolution in the short term. There are so many underperforming companies out there we need a way to point out which ones might be affecting BDC results – for good or ill – in the coming quarter or two.

Alpha Media LLC: Update

We’ve written about Alpha Media, LLC at length in two recent articles. We promise this third article will be kept short, and it’s likely you’ll not hear anymore about this radio broadcaster who recently filed Chapter 11. That’s because a bankruptcy-focused specialist newsletter called Petition has given us a detailed view of what was happening in the run-up to the bankruptcy. The shenanigans involved between different creditors/prospective owners ares fascinating but there’s one central take-away for the BDC Credit Reporter that we were not aware of till now: apparently the first lien lenders to the company sold out their interests to Fortress – which was trying to gain control – and at par.

That’s all we need to know – if true – because the only BDC exposure is by WhiteHorse Finance (WHF) and is in the first lien secured term debt due 2/25/2022. This suggests WHF is out of Alpha Media and all the drama involved. We are re-rating the company to a CCR 6. This also mans WHF received early in January 2021 about $5.1mn. The FMV was already only -3% below cost so the BDC’s book value won’t be materially affected.

We’ll seek confirmation when WHF reports IVQ 2020 or IQ 2021 results but this seems like a positive outcome for WHF and much ado about nothing by the BDC Credit Reporter.

Dream Finders Homes LLC: IPO Completed

Pandemic or no, Florida home builder Dream Finders Homes LLC found a way to go public, selling 9.6mn shares at $13 a share to the public and taking the ticker DFH. Jacksonville Daily Record contributing writer Mark Basch wrote “not only is Dream Finders selling its stock in a strong market for its industry, but IPOs in general have been surging. Major stock market indexes have reached record highs recently, but stocks of home builders are doing even better than the overall market.”

This is good news for the only BDC with exposure to Dream Finders: PhenixFIN (PFX) – the former Medley Capital – which holds $4.5mn of Preferred Series B, which is accruing at 8.0% per annum in Pay In Kind (PIK). (The BDC previously was also a senior lender to the company but a remaining $1.5mn senior term loan was repaid in the IQ 2020).

Till this IPO Dream Finders was underperforming from IVQ 2019, when the PFX discounted its preferred by -21%. We downgraded the company from CCR 2 to CCR 4 on our 5 point scale, but moved the rating up to CCR 3 in the IIIQ 2020 as the discount shrunk to 13%. We’ve now returned Dream Finders to performing status (CCR 2) . Reading through the company’s public filings, we expect the preferred will get repaid by 2022 in full, including all accrued dividends.

This is good news – albeit on a small scale – for PFX which has been beset for years by multiple credit trouble spots. The good news coming out of the home builder will not affect the BDC’s investment income but should result in a write-up of the preferred value by over $0.5mn in the IVQ 2020 results when published.

Belk’s Inc.: Restructuring Deal Agreed ?

People who shouldn’t be talking have been about what’s happening at Belk’ Inc. , the regional department store. Negotiations have been going on – as we discussed in an earlier post – between Sycamore Partners and the company’s first and second lien lenders. “According to people with knowledge of the plans” – says Bloomberg – here’s a thumbnail of the plan:

The restructuring plan involves handing 49.9% of the company’s equity to its lenders, with parent Sycamore retaining a 50.1% stake in exchange for supplying up to $100 million of a new $225 million loan to the company, according to the people“. Plus, the company will make a quick run through bankruptcy court – one day is the goal – and come out the other side. Late February 2021 is the when this is all supposed to come down. That’s the theory anyway.

$450mn of current debt will vanish from Belk’s balance sheet, but will also add $225mn of new debt , of which $100mn might be supplied by Sycamore. We say “might” because the deal envisages Sycamore generously letting hungry lenders provide up to $65mn of its share of the new debt. There’s more besides, including juicy fees, and existing debt maturities being pushed out tp 2025 from 2023.

Given this is all hearsay – even if from people in the room where it happens – and subject to further amendation by the parties involved or by the court brought in to rubber stamp this deal doing, we won’t linger on the details till we hear something more definitive. Mostly the BDC Credit Reporter wants to emphasize that the Belk’s story is finally reaching some sort of conclusion a year after the second lien debt became non performing. (The first lien debt joined in in the IIIQ 2020). We still expect – equity notwithstanding – that major realized losses will need to be booked – see our earlier article. Furthermore – and this is new but not unexpected – the two key BDC lenders involved – FS KKR Capital (FSK) and FS KKR Capital II – will be putting up some share of the new debt monies as well. This could bring total BDC exposure up from $148mn to near $200mn, or possibly more.

This will be an excellent test of how these two BDCs fare in seeking to act as their own turnaround firm rather than taking the loss and walking away. Clearly there are a lot of the best and the brightest involved in this Chapter Two for a quintessential brick and mortar retailer, both on the lending side and from private equity. However, that’s no guarantee of success and the BDC Credit Reporter remains skeptical and in need of convincing this will all turn out alright. We’ll be back to you shortly.