On May 7, 2019 huge food distributor CTI Foods Holdings emerged from Chapter 11, after a short stay that began less than 2 months before. In addition, the company announced the arrangement of a new $110mn Revolver to fund post-bankruptcy operations. For the 3 BDCs with $37mn in debt exposure to CTI Foods, this will result in likely booking of Realized Losses in the IIQ 2019 results. There is $28mn of second lien debt from FSK, CCT II and Guggenheim Credit Income Fund which will be written off as part of the restructuring. Apparently, CTI Foods is shedding $400mn in debt to become viable after many months of deteriorating performance in 2018. Less clear is what happens going forward to first lien and secured DIP financing (advanced in the IQ 2019 to help the transition) outstanding. For the BDC Reporter’s Views on this credit, and for further details, see the Company File.
BDC Portfolio Company News
Bellatrix Corporation: Completes Restructuring
On June 4, 2019 Canadian oil exploration company Bellatrix announced the completion of its restructuring plan, which we wrote about in an earlier post on April 17, 2019. The press release provides useful summary details of the various components of the recapitalization but also addresses the 2023 second lien debt, which accounts for the $106mn BDC exposure to 4 different FS-KKR Capital BDCs, both traded (FSK) and non-traded. The deal is a partial debt for equity swap with lenders reducing the oil company’s total debt load by $110mn.
Frontier Communications: Sells Assets To Repay Debt
May 30, 2019: Yahoo Finance reported Frontier Communications Corporation (ticker: FTR) announced that it has inked a deal to sell its assets and operations in 4 states. The transaction is valued at $1.352 billion in cash, and is subject to regulatory approvals.The sale proceeds are likely to be utilized to pay off the company’s financial obligations. As of Mar 31, 2019, it had $119 million in cash and equivalents with $16,526 million of long-term debt. At the end of first-quarter 2019, Frontier Communications’ leverage ratio was 4.76:1. For the 5 BDCs involved, with $44mn in senior and subordinated debt at risk, this keeps the wolf at bay but is unlikely to result in full repayment at par. This remains on our Watch List.
Sequential Brands: IQ 2019 Results
On May 10, 2019 publicly traded Sequential Brands (SQBG) published its 10-Q. Two days earlier, the company held its regular Conference Call and issued its earnings press release. We reviewed the results on May 29, which only reinforced our concerns about the future of the business. Without getting into all the details, Sequential has $600mn in debt outstanding and is generating $16.8mn in “Adjusted EBITDA” and $15.6mn in interest. Plus, performance is headed south, with first quarter result “below expectations”. The stock is virtually worthless, valued at $0.6670, close to its all-time low. Yet, the 4 BDCs with a sit up and notice $293mn in exposure at cost continue to value their debt at or close to par. Admittedly, there is $10mn of equity invested which has been virtually written off, following the stock price. That leaves, though, a whopping $283mn in debt – almost all nominally first lien. The BDCs with exposure – ranking from largest to lowest are FSIC II, FSIC III, FSK and AINV, all in the 2024 Term Loan. FSK has exposure of $63mn and AINV $13mn. Should the company default, both the income loss from a non accrual and the potential loss of capital in a restructuring or bankruptcy could be sizeable. We assume in a Worst Case, the BDC lenders would lose all their equity stake and half their debt outstanding, or over $150mn in total. Given the size of the exposure; the financial condition of the borrower and the possibly overly optimistic valuation we’re placing Sequential on our Daily Watch List to make sure we don’t miss any development.
Z Gallerie: Sold At Bankruptcy Auction
According to the Wall Street Journal, online furniture and appliance seller DirectBuy Home Improvement Inc., a subsidiary of e-commerce business CSC Generation, has won a bankruptcy auction for home-decor retailer Z Gallerie LLC with a bid valued at $20.3 million. DirectBuy’s bid comprises $7.7 million cash and $12.6 million in debt provided by KKR Credit Advisors and B. Riley Financial Inc, according to papers filed in the U.S. Bankruptcy Court in Wilmington, Del. Further details are sparse. The bottom line, though, from a BDC standpoint is that FSK ($30.2mn) and non-traded Sierra Income ($4.4mn) are likely to have to book an almost complete Realized Loss. At March 31, 2019 the respective values were a;ready down to $4.8mn and $1.4mn. The final discount could be higher. We note that KKR Credit Advisors is providing some of the financing, but don’t yet know how that relates to FSK , which is a JV between KKR and FS Investments. In any case, this is a reverse for both companies, albeit one that has been on non accrual for several quarters.
TOMS Shoes: Ratings Affirmed by Moody’s.
Under-performing shoe manufacturer TOMS Shoes, LLC saw its Moody’s ratings affirmed. The senior debt remains at Caa3, as did the Corporate Rating. The outlook was downgraded from stable to negative. Apparently, Moody’s is worrying that leverage is too high to expect 2020 debt maturities to be met in the ordinary course. This is a long standing under-performing credit that dates back to 2016, so no great surprise. BDC exposure – all in the afore mentioned 2020 debt- is $9.3mn, equally split between related BDCs MAIN and HMS Income, which have written down the debt by (18%) as of March 2019. The discount has been higher in the past, but actions such as these suggest we should be worried. After all, 2020 is just round the corner.
Monitronics: Enters Into Restructuring Agreement With Creditors
On May 20, 2019, the wholly-owned subsidiary of publicly traded Ascent Capital Group (ASCMA) – Monitronics International Inc. – entered into a Restructuring Support Agreement (“RSA”) with its latest creditor. This is part of a major restructuring effort that will reduce Monitronics debt and see the parent company merge into the parent as part of a pre-packaged bankruptcy. BDC exposure aggregates $21mn, spread over 5 public and non- public funds.
David’s Bridal: S&P Downgrade
David’s Bridal has just emerged from Chapter 11, but remains troubled, according to S&P Global. That’s bad news for the only BDC with exposure – Cion Investment – with $2.6mn of debt and equity.
Pier 1: S&P Warns Chapter 11 Filing Possible
USA Today reported on April 25, 2019 that S&P warned that the home goods retailer Pier 1 might be headed for Chapter 11 bankruptcy. That should be a surprise to no one as the company is caught up in the retail revolution; same store sales are dropping; a turnaround plan has failed to be effective and management has been changed, etc. S&P dropped its debt rating to CCC- from CCC+. Yes, the writing is all over the wall.There are two sister BDCs with $16.3mn in senior debt exposure to the beleaguered company which has already been written down by a quarter. Those are MAIN and non-traded HMS Income. Our assessment of potential income and realized losses remains the same as expressed in the Company File on April 17, 2019.
Payless Inc: Lenders & Creditors Question Role of Majority Shareholder Post-Bankruptcy
On April 29, 2019 USA Today published an in-depth article regarding disputes occurring between the majority shareholder of twice bankrupt Payless, Inc. (aka Payless Shoesource) and certain creditors and lenders. With the future of Payless very much in doubt, the full repayment of $21mn of secured debt held by two BDCs is also questionable. Just a year ago when Payless went bankrupt for the first time, secured lenders got out whole. This time some of those same BDC lenders who funded the Company post bankruptcy may have a harder time collecting 100 cents on the dollar. See the Company File for all the details and our view.
Templar Energy: CEO Resigns
On April 26, 2019 troubled oil exploration company Templar Energy, LLC announced the resignation of its long time CEO and founder David D. Le Norman. He is to be replaced by Chief Operating Officer of Le Norman Operating, LLC Brian Simmons. Mr Le Norman remains Chairman of Templar Energy. That sounds like bad news for the $12.8mn still invested at cost by two non-traded BDCs owned by FS investment & KKR: FSIC II and FSIC III. The exposure appears to be in the form of preferred and equity received as part of a massive debt for equity swap entered into in 2016 that saw $128mn of BDC second lien debt converted. However, judging by the valuation of the BDC stakes at 12/31/2018 – discounted by as much as (93%) the company’s performance remains problematic. Mr Le Norman’s departure cannot help.
Fuse Media: Files For Bankruptcy
On April 23, 2019, Jennifer Lopez backed Fuse Media filed for a pre-packaged Chapter 11 bankruptcy, seeking to unload $200mn of debt of $242mn on books. For only BDC with exposure – TCPC – that likely means the realizing of the $0.300mn invested at cost and already written down to zero. We have no Company File as Fuse Media was not a material investment.
Sequential Brands: Sells Two Major Brands
On April 17, 2019 Sequential Brands Group, Inc. sold two major brand lines to Marquee Brands LLC for $175mn and an earn-out. The Company plans to use a substantial portion of the proceeds from the transaction to pay down debt. The transaction is expected to close in the IIQ 2019. BDC exposure to the Company is high at $295mn, in first lien, second lien and equity.
Charming Charlie: Arranges Revolver Financing
On April 18, 2019 two specialist lenders announced the closing of a $35.00mn asset-backed revolving line of credit for troubled mall retailer Charming Charlie, intended to finance working capital. The two lenders are White Oak Commercial Finance and Second Avenue Capital Partners. There are 3 BDCs with $37mn of debt and equity exposure to the Company, led by TCRD. At 12/31/2018, the 2023 Term Loan outstanding was on non-accrual. For what this financing might mean for the Company’s prospects see the Company File.
Pier 1 Imports: Reports IQ 2019 Financial Results
Another retailer is having serious problems: Pier 1 Imports. The Company reported very poor IQ 2019 results. We’ve updated the Company File. The two BDCs (MAIN & HMS Income) with $16mn at risk must be worried about further unrealized write-downs in the short run and – medium term – non accrual of interest and realized losses.
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.
Bellatrix Exploration: Schedules Restructuring Meeting
Publicly traded Canadian gas explorer Bellatrix Exploration is once again seeking to restructure its debt-heavy balance sheet. A Canadian court has allowed a meeting of debt and equity holders to be scheduled for May 15, 2019. At the meeting a complex arrangement of debt exchange, forgiveness and additional issuance, and the issuance of new stock, will be voted on by the different classes of stakeholders. The Company appears to have garnered broad – but not conclusive – support for its plans. If the recapitalization occurs any immediate leverage or cash flow concerns will be alleviated. If not approved, the potential outcome is hard to evaluate but is unlikely to be positive for most of the parties. BDC exposure is high at $105mn and all concentrated in the second lien 2023 Term Loan. For our View of the credit risks involved see the Company File.
AAC Holdings: Reports IVQ 2018 Results
AAC Holdings – aka American Addiction Centers – had a terrible IVQ 2018, with sales, EBITDA and earnings down. That’s reflected in the just published results and caused the Company to seek – as reported previously – additional debt financing to the tune of $30mn. On the Company’s Conference Call, management remained optimistic that a $30mn cost cutting program and a rebound in occupancy at its facilities would allow AAC to rebound. Still, with projected EBITDA for 2019 of $45mn-$55mn and $300mn in debt (97% due within 12 months), we have reasonable doubts. So do the public shareholders, who’ve brought the stock under $2.0 a share. The 4 BDCs with $60mn of senior debt exposure (at December 31 2018) must have their concerns as well, given that new debt has been added and real estate may be sold and leased back. If the other shoe drops at ACC, the BDC lenders may face material write-downs from the par valuation at year end 2018 and the risk of close to $6.0mn of income interruption if the debt goes on non-accrual.
Lannett Company: Article Questions Ability To Remain Solvent
According to an article published on Seeking Alpha and in charges brought by the State Of Connecticut, Lannett Company (LCI) and ” many other generic pharmaceutical firms have been conspiring for years to drive prices of generics up”. The author of the SA article continues :
…there is no clear path for LCI to remain solvent if they receive a fine roughly equivalent to their market cap (high end of the proposed range). In a previous report I highlighted how little free cash flow was projected given the current guidance. With a run rate of ~$107m in EBITDA, $68m in interest expense and $32.5m in CapEx (mid-range of the guidance) the company will be producing ~$7m in FCF.
$7m in FCF isn’t going to be very helpful in paying off the $650m in net debt, but in a situation where the government tacks on a few hundred million of additional liabilities – that probably spells bankruptcy protection”.
Admittedly, the author is short the stock. Nonetheless, there is cause for concern. There are 3 BDCs with $16.4mn in senior secured exposure to the highly leveraged company: OCSI, Cion Investment and OCSL with a smaller position. In the IIIQ 2018, the debt was written down sufficiently to cause us to place the Company on our Watch List. In the IVQ 2018 the discounts increased t0 a range of (6%) to (18%). More write-downs might be ahead or even non-accrual. About $1.25mn of investment income is at risk.
Caesars Entertainment: To Be Sold
Caesars Entertainment, according to news reports, is being put up for sale. There are reportedly two potential suitors so far and the enterprise value is said to be $24bn. The only BDC with exposure to the company is BBDC, which only added its senior secured exposure in a Term Loan maturing in 2024 and paying LIBOR + 275 bps in the IIIQ 2018. If a deal does go through, this debt – which is Performing – is likely to be repaid before long.