Displaying: Capital Structure Advisory

September 2016

$2 billion debt restructuring

Restructuring and Recapitalization
Exclusive Financial Advisor to the Ad Hoc Group of Second Lien lenders on Templar Energy’s $1.45 billion out-of-court exchange offer

On September 21, 2016, Templar Energy, LLC (“Templar”), an oil and gas exploration and production company focused on the U.S. mid-continent region, completed its out-of-court restructuring and recapitalization. Acting as the company’s exclusive financial advisor, Moelis & Company’s involvement resulted in 100% of lenders consenting to an exchange offer and avoiding a potentially lengthy and costly in-court Chapter 11 bankruptcy.

Initially backed by financial sponsors First Reserve and Trilantic, Templar established a quality acreage position in the mid-continent in 2013-2014. This was done through a series of acquisitions financed with the issuance of $1.45 billion of second lien term loans. Shortly thereafter, precipitous decline in oil and natural gas prices rendered the company’s overlevered balance sheet unsustainable. In late 2015, Templar approached its second lien lenders regarding the formation of an ad hoc group, who subsequently hired Moelis & Company to advise on restructuring conversations.

Moelis & Company performed extensive diligence on the company’s asset base and operational capabilities and advised its clients that the company was better suited for a debt-to-equity exchange versus accepting a cash tender offer. The Firm negotiated a comprehensive restructuring solution, crafting the ultimate deal construct that provided the second lien lenders with the majority of new money investment rights (60%) and effective control of the company’s board.

Ultimately, Templar received total new money investment of $365 million and used the proceeds for the second lien cash payment and to pay down its first lien lenders, resulting in a substantially delevered company with ample liquidity. Through the debt-to-equity exchange and new preferred equity investment, second lien lenders own over 80% of the pro forma equity. They received $133 million of cash, 45% of the equity in the reorganized Templar (after dilution) and the participation rights in a fully-backstopped rights offering of participating preferred equity.

July 2016

$2.4 billion

Chapter 11 Reorganization
Exclusive Investment Banker to Dex Media Inc. on its $2.4 billion Prepackaged Chapter 11 Plan of Reorganization

On August 1, 2016, Dex Media, Inc. (“Dex”), one of America’s largest providers of marketing solutions for local businesses, announced that it had completed its financial restructuring and emerged from Chapter 11 bankruptcy. Moelis & Company acted as the exclusive investment banker to Dex and played a critical role in helping the company emerge from bankruptcy protection after only 77 days.

At the time, Dex’s primary historical marketing product, yellow page directories, had been experiencing significant double-digit top-line declines in the face of burgeoning internet directory and customer review-based businesses (e.g. Google, Yelp and Angie’s List) as well as the aging of the product’s core demographic. In reaction to those trends, Dex developed and marketed digital advertising solutions, but the transition to digital products was slower than originally anticipated.

As a result, Dex effectuated a merger with Supermedia Inc. through concurrent Chapter 11 bankruptcies in an effort to combat industry dynamics through consolidation. The company emerged with four cross-collateralized secured credit silos creating a complex capital structure, which impeded management’s ability to operate the business as a unified company. In addition to the first-lien secured debt of approximately $2.1 billion, the company also had unsecured notes of $270 million. At the end of 2016, Dex faced a maturity wall and leverage levels would not support a complete refinancing of commitments.

Moelis & Company negotiated a significant deleveraging of the company in order to afford the company the financial flexibility to achieve its strategic plan. The plan was a fully-consensual prepacked plan of reorganization, which provided for the first-lien lenders across the four credit silos to own 100% of the reorganized equity and $600 million of loans under the new credit facility. Dex’s unsecured noteholders also received a $5 million cash payment and warrants to purchase up to 10% of the reorganized  equity in exchange for their approximately $270 million in claims.

The company’s strengthened capital structure, with approximately $1.8 billion less total debt, created significant financial and strategic flexibility. Furthermore, the transaction enabled the company to deepen its commitment to help local businesses thrive by developing and providing marketing solutions to help them grow their organizations.

December 2015

$4.2 billion

Chapter 11 Reorganization
Exclusive Financial Advisor to LightSquared Inc. on its $4.2 billion Chapter 11 Reorganization

On December 7, 2015, LightSquared Inc. successfully consummated its Chapter 11 Plan of Reorganization (the “Plan”), which was the culmination of extensive negotiations and litigation among the major constituents in the Chapter 11 case. Prior to the Chapter 11 filing, Moelis & Company pursued an exhaustive strategic and financial investor process to find the right solution for its client and led intensive negotiations to execute an out-of-court restructuring. Due to the opposition of several large holders, LightSquared was forced to file for Chapter 11 to maintain control over its assets.

When LightSquared set out to launch a nationwide, wholesale wireless LTE network, federal regulators denied attempts to clear the Plan, citing concerns about potential GPS interference. As a result, LightSquared was forced to file for Chapter 11 protection in May 2012 with $2.3 billion of debt. Moelis & Company was hired as the exclusive financial advisor to the company, and ran extensive multi-party negotiations over more than three years, evaluating over a dozen plans of reorganization filed with the U.S. Bankruptcy Court.

These extensive discussions resulted in a near-fully consensual plan of reorganization, offering full recovery to all existing debt and preferred equity holders. Moelis & Company also evaluated and assisted in the raising of over $3.5 billion of new debt and equity capital, numerous rounds of DIP financings, and served a critical role in a seven-month mediation process. Moelis & Company provided an expert valuation report as well as extensive trial testimony in support of the Plan and related financings that served as the centerpiece of the Plan confirmation. Additionally, the Firm submitted at least three formal valuation reports and provided testimony in support of multiple Plan proposals and deposition testimony on a number of matters at least nine times during the course of the Chapter 11 proceedings.

LightSquared pursued the confirmed Plan in partnership with an investor group, including Fortress Credit Opportunities Advisors LLC, Centerbridge Partners, L.P., JPMorgan Chase & Co., and Harbinger Capital Partners LLC. Among other features, the Plan provided for the full satisfaction of all claims and preferred equity interests, $3.5 billion in aggregate new-money debt and equity investments, and the installation of a world-class board of directors chaired by former Verizon Chairman and CEO Ivan Seidenberg.

LightSquared emerged from bankruptcy with $4.6 billion of new and rolled debt financing which provided over $900 million of cash. This allowed the company to pursue alternative investment opportunities and capitalize on its valuable wireless spectrum licenses.

April 2015

£1 billion

Exclusive Financial Advisor to the Ad Hoc Committee of Senior Secured Debtholders in Connection with the £1.0 billion Restructuring of Towergate Insurance

On April 7, 2015, Towergate Insurance Limited (“Towergate” or collectively with its subsidiaries the “Group”), the United Kingdom’s largest independently owned general insurance intermediary, announced the completion of its balance sheet restructuring.

Since the Group was formed in 1997, it had grown principally by acquisitions, having purchased over 300 businesses. In 2011, private equity company Advent International acquired a significant equity stake alongside the Group’s founder, Peter Cullum, investing over £200 million with a view to accelerating Towergate’s consolidation strategy. However, a number of commercial, operational and financial issues created an unsustainable situation for the company’s capital structure in 2014; Towergate needed to find a way to restructure negotiations with a disparate group of stakeholders (with competing objectives) while maintaining operational stability.

In November, 2014, Moelis & Company was appointed by a group of the Senior Secured Creditors (SSC) who held roughly 70% of the senior secured debt. Moelis & Company worked with the company and the SSC Ad Hoc Committee (group of 11 key institutions between Europe and the US) to design the Senior-Secured Only solution that formed the basis of the consensual restructuring deal agreed with the Senior Unsecured Creditors. Moelis & Company played a critical role in re-shaping the process in favour of the SSC Ad Hoc Committee, a central group that eventually had the maximum negotiating leverage and drove the transaction.

Moelis & Company achieved a par plus solution for SSC within two months of the Firm’s appointment when debt was trading at 80 pence to the pound. The restructuring significantly delevered the company, reducing total debt by approximately 60% through the effective equitisation of £360 million of debt claims and the provision of £300 million equity contribution. The SSC also fully underwrote new £75 million Super Senior Notes providing Towergate additional liquidity.

The transaction was effected through a ‘dual-track’ UK Scheme of Arrangement with both the SSCs and Senior Unsecured Notes overwhelmingly approving the transaction with 98% and 99% respectively voting in favour.

October 2014

$4.2 billion Pre-negotiated Chapter 11 Reorganization; $570 million debt financing; $600 million equity financing

Pre-negotiated Chapter 11 Reorganization, debt financing and equity financing
Financial Advisor to Momentive Performance Materials on its $4.2 billion Pre-negotiated Chapter 11 Reorganization

On October 24, 2014, Momentive Performance Materials (“MPM”), one of the world’s largest producers of silicones, silicone derivatives and quartz products, successfully emerged from Chapter 11 Bankruptcy protection. Moelis & Company acted as financial advisor to MPM and was instrumental in initiating, evaluating and negotiating the transaction. Over the course of an intensive multi-party due diligence period, Moelis & Company evaluated and assisted in the development of the pro forma business plan, negotiated a fully committed equity rights offering and assisted in securing $570 million in DIP financing as well as exit financing at favorable terms. On April 13, 2014,
MPM entered into a Restructuring Support Agreement with holders of $1.3 billion of Second Lien Notes, the fulcrum security, under a pre-negotiated plan, and on September 10, 2014, MPM’s Plan of Reorganization was confirmed. Key terms included a $600 million fully committed rights offering, which was backstopped by approximately 90% of the holders of the Second Lien Notes, along with a 100% recovery to the holders of First Lien Senior Notes and Replacement Notes, trade creditors and other general unsecured creditors.

Moelis & Company played a pivotal role as lead witness in the landmark Bankruptcy Court decision on cram down interest rates based on the Supreme Court’s Till decision, providing expert testimony regarding the appropriate rate for the Replacement Notes. The Court largely found in favor of MPM, saving the estate hundreds of millions of dollars while providing long-term financing to fund its business operations and future growth.

October 2014

£2.3 billion

Financial Advisor to Angelo Gordon and Co-ordinator of Junior Noteholders in connection with the £2.3 billion Restructuring of Punch Taverns

On October 8, 2014, Punch Taverns plc (“Punch”), the second largest leased pub operator in the UK, successfully completed its restructuring of the Punch A and Punch B securitizations. Significant changes in the commercial environment coupled with an over-levered capital structure drove Punch to initiate a review of its capital structure, ultimately resulting in a comprehensive financial restructuring which created a more robust and sustainable debt structure. The restructuring plan was agreed to by 17 different note tranches and shareholders and achieved strong support from all stakeholders throughout the process, with over 75% voting in approval at each of the meetings. Moelis & Company acted as exclusive financial advisor to Angelo Gordon, the single largest creditor across both Punch securitizations, coordinated the Junior Noteholder group, and played a pivotal role by developing the debt-for-equity proposal which was eventually implemented as part of the restructuring. The transaction represents one of the most high-profile European whole-business securitization restructurings in 2014.