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Hearthside non-steerco lenders who just settled to get some of the potentially more valuable parts of the economics in the company’s debt restructuring might feel like they’re being regifted something they already thought they had.

The reason for the initial disparity between steerco members and non-steerco members of the first lien ad hoc group as documented in the existing restructuring support agreement stemmed back to the cooperation agreement that was renegotiated about a year ago, roughly at the time that Apollo joined the steerco. That new co-op included a carveout for the steering committee that would allow them to take a larger portion of fees and the rights offering.

The carveout, which may be the most aggressive such carveout to date, has served as a model for subsequent co-ops that try and strike the near-impossible balance of getting equal — or “fair” — treatment for all those signing the co-op, but still providing some flexibility to the company and larger lenders. In Hearthside, there was an original co-op going back 18 months that was about to reach its expiry after six months. The paper traded into new holders’ hands — namely Apollo — and the way they agreed to renew the co-op was to have such an explicit carveout for the steering committee. The advisors struck language from the co-op that said all backstop fees and new money had to be offered to everybody and left in the language that said that in any approved transaction all lenders will be treated equally with respect to term loan claims. In effect, this mirrors an exception to bankruptcy code’s section 1123(a)(4), where courts have taken the view that the right to participate in a private placement is not in consideration for a creditors’ claim, but rather is consideration for valuable new money commitments to support a plan and backstop an offering and different treatment in this area is allowed.

With this innovation, there emerged essentially three flavors of co-ops: Originally, it was 100% all pro rata all equal, which was not flexible; then emerged 51% co-ops where the bigger holders basically locked arms to get a better deal with some tiered LME, which resulted in some litigation and grumbling; and now, the third iteration requires 100% co-op party consent for certain transactions, but has these carveouts.

As for Hearthside, the non-steerco members may have known about this difference, but they ultimately couldn’t imagine that disparity would be as big as it was.

According to 9fin’s analysis, if the enterprise value of Hearthside doubled from what they’re using in the RSA, equity from the holdback stake and backstop fees assured to the equity rights offering backstop parties would be worth a minimum $551m.

The non-steerco members of the co-op came to the view that the steerco had breached the co-op given how the rights offering was massively non-pro rata. While that would have been difficult to bring to a judge, they were ready to argue that the plan was a non-confirmable plan by not treating similarly situated creditors the same — and the group was ready to offer an alternative DIP and rights offering that would be fully pro rata, with less fees.

This is a reminder that clever funds will continue to find pockets of value in narrow carveouts and legal interpretations whether it be loose credit docs, and now co-op agreements.

If you have any recent moves to announce, please send to one of our team’s emails below to include in our People Moves section.

Sunny Singh, the US head of debtor-side restructuring at Simpson Thacher is returning to Weil Gotshal. Covenant Review’s accomplished covenant analyst and authority on LMEs Justin Forlenza has joined Kirkland & Ellis as a corporate partner in the debt finance department in the New York office. Justin has worked on and off for Covenant Review for more than a decade, in between stints at Cravath and Weil.

The Default Notice is produced by 9fin’s distressed and restructuring team: Max Frumes | max.frumes@9fin.com, Rachel Butt | rachel@9fin.com, Max Reyes | max.reyes@9fin.com, Kartikeya Dar | kartik@9fin.com, Catherine Corey | catherine@9fin.com, Jane Komsky | jane.komsky@9fin.com, Ayden Crosby | ayden.crosby@9fin.com, Swapnil Sawant | swapnil.sawant@9fin.com, and Segun Olakoyenikan | segun.olakoyenikan@9fin.com, along with legal intern Michael Evrard-Vescio | michael.evrard-vescio@9fin.com

Special Announcement: 9fin users now have access to US Federal Court filings via 9fin’s PACER feature Docket Rocket!

See full details here, and here is a shortcut to the Spirit Docket: Spirit Airlines.

his week’s news (from articles published in the last seven days)

LME Trends — We continued our series on LMEs by publishing a follow-up piece on the trend toward friendlier or gentler deals in the restructuring world. This era, which practitioners call the “LM 2.0”, succeeds the “LM 1.0” version of non-pro-rata priming and asset-stripping transactions.

Springs Window Fashions — Clearlake-backed window treatment company Springs Window Fashions is set to launch a pro rata liability management transaction, according to 9fin sources. The company was initially thought to be working with a majority lender group on a transaction that would leave out the minority group, but the transaction ultimately agreed to was more inclusive, the sources said.

Anastasia Beverly Hills — The cosmetics company reported stronger than expected Q3 earnings, sources told 9fin, and accordingly saw indications on its term loan improve.

Trinseo — The company entered into a transaction support agreement with the requisite majorities across five different facilities to effectuate an LME that will delever slightly and extend maturities out to 2028, while improving creditor recoveries and creating the tightest covenants protecting creditors to date.

DISH/EchoStar — The ad hoc group of DISH DBS bondholders, advised by Milbank and Lazard, has engaged Elsberg Baker & Maruri for potential litigation involving recent financing transactions and the company stripping value away from bondholders.

Better Health (fka Physician Partners) — A minority group of Better Health creditors has organized with White & Case to challenge any non-pro rata deal the company could be negotiating with a separate majority lender group. 9fin had earlier reported on the Kinderhook Industries-backed company having kicked off talks with a Blue Owl-led lender group.

Tropicana — The juice company is working with PJT Partners and Latham, while its lenders have begun informal discussions with Gibson Dunn in anticipation of negotiations around a financing that will bridge the company towards a holistic deal. Tropicana recently received a $56.5m short-term loan from sponsor PAI Partners.

Aimbridge Hospitality — The Advent-backed hotel manager obtained a waiver from lenders that allows the company to file its Q3 24 financials after the original November-end deadline. It remains in talks with its lenders on a potential LME.

Dodge Construction Network — The Clearlake-backed company was advised by Kirkland & Ellis and Moelis, and an ad hoc group of lenders advised by Davis Polk, on the recently concluded priming new money and distressed uptier exchange deal.

Del Monte Foods — Black Diamond’s lawsuit against Del Monte continues to advance. The lawsuit is in response to the liability management exercise the company completed earlier this year.

PetSmart — Pressure on consumer discretionary spending dented the retailer’s earnings in Q3 24 with its adjusted EBITDA declining 25% year-over-year to $279m.

VistaJet — VistaJet’s Q3 24 earnings showed solid growth as the company continues to work with Jefferies on a potential up to $1bn hybrid capital raise, as 9fin earlier reported.

Thames Water — The UK water company has warned creditors that a challenge to its restructuring plan could potentially cause an event of default under its financial documentation and push the business into a special administration, as it prepares to go to the English courts. A key challenges is a parallel restructuring plan proposed by a group of junior noteholders, drawn from its Class B whole business securitization facility. Negotiations Settlement negotiations with the Class B group have been unsuccessful.

Empire Today — According to S&P and Moody’s notes, the new money deal the flooring company announced in November also involved a dropdown and a term loan exchange. The $100m new money first-out term loan and the exchange debt are backed by the dropped down IP. The term loan exchange into first-out and second-out facilities occurred at a blended 9% discount to par. The new term loans and a new $60m revolver mature in 2029.

OnTrac (LaserShip) — Incremental details provided by S&P on OnTrac’s recently concluded LME include that the initial exchange was with holders of 86% of its first lien term loan, 97% of the incremental first lien term loan and 83% of the second lien term loans, but ultimately nearly all lenders participated. New lenders provided $312m in the form of a new money first lien, first-out superpriority term loan, with $250m in net proceeds used to pay down OnTrac’s existing revolver and receivables securitization facility. OnTrac also obtained a new $125m pari passu superpriority first-out revolver due 2029 to replace the existing revolver. Exchanging lenders exchanged into second-out and third-out tranches that have PIK interest for 18 months.

Hertz — To no one’s surprise, Hertz got the requisite consents under its previously announced consent solicitations to amend the indentures for its 12.625% first lien notes and 8% exchangeable second lien PIK notes due 2029. The amendments, which 9fin detailed here, will Hertz to an incremental $500m of secured debt (in addition to the $500m new first lien notes it raised under the deal), but will give key creditor Canso the sole ability to allow or block Hertz’s issuance of incremental pari passu notes under the first lien notes indenture.

Bausch Health — The Blackstone-TPG joint bid for B+L is reported to be on the verge of failing, with Blackstone balking at the price demanded by Bausch Health. Both Bausch Health and B+L have subsequently issued statements which note that a sale process is ongoing but do not provide further details.

Ligado Networks — The satellite company and its creditors are reported to be discussing a debt restructuring after the company received the go-ahead from a federal court to proceed with its $39bn lawsuit against the US government for its “unlawful taking of Ligado’s constitutionally protected, exclusively licensed spectrum without compensation”.

Mitel Networks — The Searchlight Capital-backed Canadian telecom company is reported to be working with PJT Partners and FTI Consulting as it considers a restructuring.

The Container Store — The Container Store is reported to be preparing a bankruptcy filing with the help of Houlihan Lokey and FTI Consulting, as talks with lenders continue. Recently, the company disclosed that it does not expect a $40m funding from Beyond Inc to close.

B. Riley Financial — The troubled financial services company amended its credit agreement to extend the springing maturity date of its term loans to February 2026 and to permit $10m in telecommunications financing if certain conditions are met. It continues to delay filing its 10-Q for Q3 24.

Party City — The party goods retailer, which emerged from bankruptcy in October 2023 with lenders including Silver Point Capital and Monarch gaining control, is reported to be contemplating a Chapter 22. This time, it could close all its stores in bankruptcy.

Altice France — The French telco’s latest round of negotiations with the ad hoc group weighted in the secured debt advised by Gibson Dunn and Rothschild is reported to have again failed.  See 9fin’s analysis of Altice France’s cleansing materials from November and the unconsolidation of Altice’s XpFibre stake here.

Sinclair Broadcast Group — The broadcaster is reported to be in talks with its lenders for $1bn in new money to help refinance its $1.2bn term loan due 2026, and extend the maturities of other loans.

New Fortress Energy — The company is nearing the completion of its dropdown, new money and debt exchange LME, with the new secured notes having been issued and the financing in Brazil now fully-drawn. Earlier, NFE was reported to have hired Lazard and Intrepid Financial Partners to explore potential asset sales.

Office Properties Income Trust — The office REIT completed a private exchange for a portion of its unsecured notes due 2025 into secured notes due 2027, after it struck a deal with a creditor group following prolonged negotiations.

Hearthside Food Solutions — The company struck a settlement with certain non-steerco members of its first lien ad hoc group, allowing them a percentage of their pro rata share of the 35% holdback portion of the $200m rights offering earlier reserved just for the steerco.

Franchise Group — Objections to the company’s proposed DIP financing and bidding procedures were overruled at a hearing this week. The Freedom Lenders’ motion to terminate exclusivity and appoint a Chapter 11 trustee will be heard next week.

Incora — Confirmation of the company’s proposed plan is currently set to go forward on 16 December. Certain key aspects of the plan and plan supplement are still being negotiated by the parties.

Purdue Pharma — The company has requested another extension of the mediation process and preliminary injunction, this time through 24 January. The motion will be heard on 20 December.

Red River Talc (J&J) — The debtor filed its second amended plan. Changes include the incorporation of a memorandum of understanding signed with the talc claimants committee that provides a number of added protections for the group including making the common benefit fund a pre-condition to the effective date, and setting up the agreed upon trust to fund the talc claims on the effective date. The common benefit fund master settlement requires J&J to contribute an incremental $650m.

Wellpath — The company’s DIP order and critical vendors motions were both approved in a Texas hearing this week after negotiations with the UST and UCC yielded a reduction in the rollup ratio and tightened spending oversight.

Digital Media Solutions — The debtors received conditional approval of their disclosure statement, clearing the way for the company to begin soliciting acceptances of the company’s liquidating plan.

Gol Airlines — The Brazilian airline filed its Chapter 11 plan and disclosure statement along the lines of a plan support agreement it recently executed with Abra, its majority investor and largest secured creditor. The plan envisages the equitization or extinguishment of $1.7bn of debt and $850m of other obligations.

Spirit Airlines— The proposed terms for Spirit’s exit notes are said to contain meaningful anti-LME provisions. The disclosure statement is available here, and the anti-LME provisions in the exit notes term sheet are on pdf pg. 257.

Enviva — The debtors’ Chapter 11 plan went effective.

Other active distressed and restructuring coverage (from articles prior to the past seven days)

US Distressed/Restructuring Tracker Report — We published our monthly report covering notable situations/transactions in our restructuring tracker that are on our watchlist, are expected to materialize, are in progress or were recently completed. The tracker is a work in progress and, in the coming months, 9fin will roll out many user-friendly updates to the tracker and will complete a backfill exercise. Meanwhile, we welcome any suggestions for improvements.

Platinum and LMEs — We published another edition in our series of LME profiles of private equity companies, focusing on Platinum Equity and its investments. A review of the sponsor's portfolio found eight of its 57 current investments carry debt trading at distressed levels.

LME legal challenge evolution — LMEs have become a game of calculated and often times unequal inclusivity, making justifying the costs and risks of challenging one in court more difficult.

BWIC co-op tracker — A recent BWIC listed by an Oaktree CLO identifies as co-op paper certain debt issued by Hearthside Food Solutions, Sinclair Broadcast Group, WorldStrides, Anastasia Beverly Hills, Altice France, Altice USA and Cision. Other BWIC data that we tracked shows nine CLO-owned credit facilities of at least eight companies are either governed by a cooperation agreement or restructuring support agreement.

Retailers — Ahead of Black Friday, preliminary Q3 24 earnings from Michaels Stores sent its debt trading up, while disappointing quarterly results and FY 24 guidance from Kohl’s caused its bonds to fall. Both companies are preparing for a leadership transition, with Michaels’ CEO set to take over at Kohl’s in January, and Michaels continuing to search for their replacement. Both have debt trading in stressed/distressed territory.

24 Hour Fitness — The fitness chain is working with Piper Sandler to explore strategic and refinancing options ahead of $300m in debt coming due 2025.

Alacrity Solutions — 9fin reported on restructuring talks with lenders following liquidity issues and customer churn. The company currently has roughly $1.6bn in debt, around $1bn of which is in a first lien loan.

Alkegen — The insulation products manufacturer closed an Oak Hill-led refinancing of its revolver and term loans due 2025 and a private exchange for its notes with a subset of holders, and launched a public exchange for the remaining notes.

Allen Media — Creditors to the Byron Allen-led media company are reported to have begun confidential discussions with the company on ways to address its debt stack. Earlier, after the company engaged two law firms to explore options, a group of term loan lenders holding $100m were said to have organized, and multiple groups of other lenders were reported to have united under a single cooperation agreement.

Altice International — The company remains in asset disposal mode. After selling its AdTech business, Teads earlier in 2024, the company announced an agreed disposal of the €15m Geodesia construction business to a related party, and a sale of assets in Portugal is on the cards. The company reported revenue and EBITDA declines in Q3 24 with Altice Portugal primarily responsible with the underperformance.

Altice USA — 9fin explores the different options available to Altice USA and its creditors in our LME Breakdown.

AMC Entertainment — The theater chain disclosed an agreement with Goldman Sachs for an ATM program for 50m shares of common stock, causing its stock to tank.

Ardagh — The Irish packaging company’s bondholders represented by Gibson Dunn and Perella Weinberg Partners have been asked to go restricted in advance of a new recapitalization proposal and business plan being presented by the company.

Beyond Meat — The producer of plant-based meat substitutes is reported to have engaged with a group of convertible noteholders on a restructuring.

Brightspeed — Some bank lenders are reported to have begun trying to unload the long hung debt (presumably the debt recently exchanged into) of the Apollo-backed internet provider.

Cision — The Platinum Equity-backed PR software firm, which in November was reported to have told lenders that it had created a new holdco, is said to be getting advice from Houlihan Lokey and Milbank.

City Brewing — Following an LME in April, the beverage production and packaging company is again in talks with lenders to provide capital. The new money could be in the form of a $50m bridge financing with a more holistic transaction to follow.

Club Car — Unsecured debt of the Platinum Equity-backed golf cart manufacturer plunged into stressed territory after it privately reported sharp sales and EBITDA declines in Q3 24.

CommScope — The network infrastructure company is reported to be in talks with a creditor group including Apollo and Monarch on an extension of debt maturities. In November, the company had disclosed that talks with an ad hoc group of creditors on refinancings and exchanges of 2025 and 2026 maturities had failed.

Congruex — According to an S&P note, the company completed a restructuring involving its revolver and first lien term loan which gives it temporary liquidity relief in the form of part PIK interest and an amortization holiday for seven quarters and some covenant relief through Q2 25.

Cox Media — According to an S&P note, The Apollo-backed media company’s maturity-extending exchanges of its term loan, unsecured notes and revolver have been partly completed.

Drive DeVilbiss Healthcare — The CD&R-backed company has embarked on a sale process that could involve selling its assets piecemeal or as a single entity. Drive, which makes medical equipment, previously went through an out-of-court restructuring, in which the sponsor kicked in fresh cash and existing first and second lien lenders agreed to extend the debt wall.

EmployBridge — Certain lenders have organized as the company reported weaker performance with debt trading poorly and rumors of the company’s sponsor Apollo buying back debt in the secondary market.

EW Scripps  — The broadcasting company is working with Morgan Stanley to explore refinancing options, including potential securitization and amend and extend deals. Term loan lenders and unsecured creditors have organized separately.

Finance of America — The retirement financing solutions provider completed an exchange of its 2025 unsecured notes, and reported Q3 24 earnings (press release; presentation; transcript).

FinThrive — The healthcare software provider raised $155m in fresh capital and extended the maturity on its revolving credit facility in an LME supported by “substantial majority” of holders of its existing first lien term loans due 2028 and second lien term loan maturing in 2029. The new funds will be used to delever its balance sheet and improve liquidity.

Forward Air — The troubled freight transportation company is reported to have ceded to activist investor demands, hiring investment bankers to sell itself.

Fossil Group — Following quarters of dismal results and with an operational restructuring ongoing, Fossil announced the resignation of its CFO and the appointment of Andy Skobe of Ankura to provide interim CFO services.

Foundever — The customer service firm has seen a rebound in its loans after calling in an EBITDA bump on last quarter in its Q3 24 results, according to sources, although numbers still lag 2023.

FreshDirect — The grocery delivery company is set to get some rescue financing from its parent company, Getir, to help support its operational needs.

Frontier Communications — 9fin takes a deep dive into the company’s turnaround from bankruptcy, the fate of its pre-bankruptcy creditors, and why — despite being considered a win — the deal nevertheless faced pushback from some shareholders here

GoHealth — The health insurance marketplace company disclosed in its 10-Q for Q3 24 and the earnings call that it had completed a refinancing using $510m in expensive credit facilities from Blue Torch, PSP Investments and Redwood with terms akin to rescue financing.

GPS Hospitality — The privately owned quick service restaurant franchisee disclosed poor quarterly numbers, and senior secured notes dropped.

GrafTech — GrafTech launched its previously announced exchanges.

Hawaiian Electric — The utility company executed settlement agreements for tort litigation arising from the Maui wildfires. Under the settlements, the company is required to contribute a total of $1.99bn towards two separate funds. It also published quarterly results (press release), which note that a going concern warning in its Q2 financials has been resolved.

Hunkemoller — A group of funds has filed a lawsuit in New York against the Dutch lingerie maker and US fund Redwood for an uptiering transaction that occurred in June, according to a complaint filed on 26 November.

iHeartMedia — A group of majority noteholders left out of iHeart’s dual-track LME were planning to challenge the Alternative Transaction option, and had taken the first step in commencing litigation by initiating the replacement of the indenture trustee. Then, the company tweaked terms to shoehorn the other option — the Comprehensive Transaction — which was earlier impossible to consummate without the objecting group’s support.

Ingenovis Health — Lenders to the Cornell and Trilantic Capital Partners backed healthcare staffing company are working with Gibson Dunn as post-pandemic demand for travel nurses slows.

KIK Consumer Products — The company’s bonds plunged after news of a fire broke out at its facility in Atlanta. In a message to private lenders, KIK said the fire and resulting damage was limited to an insured warehouse and its production areas can restart once the area is safe to re-enter.

KLDiscovery — The data management software company’s debt restructuring in August saw lender MGG and shareholder Ontario Teacher’s Pension Plan take control of most of the company.

Lifepoint Health — The Apollo backed hospital operator shaved off 50bps of spread from its $499m term loan B due May 2031, repricing it to 350bps from 400bps as it continues its turnaround following above-expectation Q3 24 results.

LifeScan — Per an S&P note, the Platinum Equity-backed medical device company skipped principal and interest payments on its third lien term loan and entered into a forbearance agreement through 29 October with its first and second lien lenders.

LOGIX Fiber Networks — The fiber-based voice and data company hired Houlihan Lokey to advise it ahead of an upcoming maturity wall.

Lycra — The spandex maker’s creditors have said they would extend their debt in exchange for a majority stake in the company, sources close told 9fin. The bondholders are offering the shareholders a minority stake if they sign up to the deal by 30 November.

Mavenir Systems — The Texas-based software company is reported to be in talks for Saudi Aramco to invest $1bn for a “significant minority stake” in the company. 9fin had earlier reported that lenders were in confidential negotiations with the company to try to find ways to increase its financial breathing room.

Medical Properties Trust — 9fin’s second deep-dive and Q3 earnings review of MPT aims to provide an outlook on MPT’s financial position and the challenges ahead in relation to its maturity wall. Read the deep-dive here and the earnings review here.

Medical Solutions — Certain lenders of the travel nursing company have engaged Gibson Dunn as its performance is impacted by lower demand for temporary staffing, 9fin sources say.

MultiPlan — The company has entered into private discussions with its creditors, with one proposal involving an uptier of some of its junior debt. Meanwhile, Q3 24 earnings suggested continued deterioration in MultiPlan’s underlying business.

Newfold Digital — The Clearlake and Siris Capital-backed IT services company, which has been on 9fin’s Distressed Pitch List, reported poor Q3 earnings. A crossholder creditor group including Pimco and GoldenTree organized in response, and other groups are also potentially forming.

Oriflame — The Swedish-Swiss multi-level marketing company has added Kirkland & Ellis to its advisory roster for refinancing discussions with lenders, after it set up for a potential LME and bondholders signed a co-op. The company has a €100m RCF, €250m senior secured FRNs and $550m senior secured notes maturing in the next two years.

P&L Development — The family owned OTC drug manufacturer completed its exchange offer, launched in October, issuing $368.5m in PIK-toggled notes due 2029 for $350m in 7.75% senior secured notes due 2025. Also, certain creditors committed to purchasing an additional $131.5m of new notes.

Packers Sanitation — The sanitation company was downgraded to CCC- on the increasing principal outstanding on its mezzanine facility due 2025 potentially complicating refinancing efforts.

Porter Airlines — The Canadian airline has gauged interest from private credit lenders in raising CA$250m in preferred equity to boost liquidity.

Pure Fishing — The Sycamore-backed company has raised a $750m credit facility due 2029 from investors including Monarch Alternative Capital and Silver Point Finance, with proceeds to tackle its term loan and asset-backed loans. 9fin caught wind of the financing raise prior to the company’s announcement.

Quest Software — Trading desks have begun publishing quotes on the Clearlake-backed software company’s debt distinguished between co-op and non-co-op paper, with its term loans in distressed territory.

Radiate Holdco (aka Astound Broadband) — The company privately released Q3 24 results. 9fin had earlier reported that Astound designated its Texas business, a material asset, as unrestricted, potentially paving the way for an LME.

Salem Media — Certain debt holders have banded together to negotiate a possible debt restructuring with the conservative Christian media company.

Sandvine — Following its announced acquisition by a group of lenders, the company has announced the commencement of a restructuring under the Canadian CCAA to implement the restructuring that will hand control to lenders and will net it new money.

Loans — (link to full screener on 9fin)

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