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Welcome to 9fin’s weekly newsletter dedicated to US distressed debt, restructuring and special situations news and developments. Check out what else we do for distressed and restructuring here.

Hertz and iHeartMedia – two formerly bankrupt companies now doing everything they can to avoid going back to bankruptcy court, or any court, really.

Hertz this week revealed a deal for another $500m of first lien notes as an add-on to an existing tranche of notes — while at the same time kicking off consent solicitations to amend the indentures for its existing $750m first lien and $250m second lien notes — and guess what. The new notes count towards the consent threshold for the first lien notes solicitation. Indeed it appears this transaction can be completed mainly with the support of its largest 1L noteholder Canso Investment, a large Canadian bond investor (Side Note: Canso also popped up on AMC Entertainment’s LME as one of the largest holders of the 7.5% notes).

The shades of Incora here are that Incora issued more notes to have enough consents to effectuate a priming transaction that included stripping the liens of the minority bondholders. Hertz is not asking for that, in that the consents are namely to issue an incremental $500m of secured debt (in addition to the new first lien notes) under the credit facilities basket in its first lien notes indenture pari to all its existing first lien debt. And the kicker here is Canso is being given the sole ability to allow or block Hertz’s issuance of incremental notes. Hertz is seeking consents from creditors holding at least 60% in principal of each of its first lien notes and second lien notes.

Meanwhile, old bondholders from Hertz’s 2020 bankruptcy are trying to get a big payment they won in September in the US Court of Appeals for the Third Circuit on the grounds they were owed interest and a make whole, resulting in about $320m they’re owed by the now solvent (?) Hertz. Those bondholders want to get paid quickly, as said in court this week, while Hertz says it can delay payoff until all appeals run out. Meanwhile, Hertz itself continues to raise incremental capital while negotiating flexibility into the documents to raise more capital later.

9fin broke news this week detailing iHeartMedia 2028 bondholders’ arguments to potentially challenge an “Alternative Transaction” being proposed as essentially a drop-down LME, targeting the intercompany loan as really being a “guarantee”, which has a number of ramifications including that the company wouldn’t have enough room under its investment baskets for the drop-down. Under the 2028s indenture “guarantee” means, “any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person or other monetary obligation payable or performable by another Person…” (emphasis added).

In light of Incora — where Judge Marvin Isgur ruled that the new money injected into the company was not authorized because the mechanics of the transaction, specifically a section of the bond indenture that required supermajority consent for “any amendment, supplement or waiver” that may “have the effect of” (emphasis added) releasing all or substantially all of the collateral from the liens.

Maybe the 2028s’ argument scared iHeart? (iHeart and its advisors have not responded to requests for comment)

We may never know, but iHeart subsequently this week pivoted to go all in on the “Comprehensive Transaction” that involves a simpler exchange by creditors into debt at the current borrower, and does not involve a drop-down or an intercompany loan. This one doesn’t bump up against the “effect of” argument.

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

This week’s news (from articles published in the last 14 days)

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.

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.

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.

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.

Hertz — The company announced it will be raising an incremental $500m of 1L notes and concurrently seeking consent solicitations for certain amendments to its secured notes indentures which would allow an additional $500m of secured debt capacity. This transaction is nearly all set since Hertz received non-binding indications of intent to consent in excess of necessary thresholds.

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.

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.

Upstream Rehabilitation — Certain lenders to the Revelstoke-backed physical therapy provider have organized, while the company explores a preferred equity raise ahead of 2026 maturities on its credit facilities.

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.

Tropicana — The orange juice company received a $56.5m four-month loan first lien from sponsor PAI Partners as it continues to report YoY declines in sales and margins and burn cash.

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.

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.

Office Properties Income Trust — The office REIT launched a private exchange for up to $340m of its unsecured notes due 2025 into secured notes due 2027, after it struck a deal with a creditor group following prolonged negotiations.

Dodge Construction Network — According to a Moody’s note, the Clearlake-backed company completed a priming $100m new money raise and an uptier exchange of its existing term loans.

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.

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.

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.

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.

Thames Water — Covalis and Suez have lined up a £5bn offer for the troubled UK water company while Castle Water submitted a rival £4bn bid. Thames Water and a group of its junior creditors remain in discussions about ways the group can support the company’s recently launched UK restructuring plan.

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.

Lumen — The company closed its tender offers targeting roughly $945.2m in outstanding debt, with terms subsequently amended for certain offers.

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.

New Fortress Energy — The company continues to progress its dropdown, new money and debt exchange LME. Recently, NFE had hired Lazard and Intrepid Financial Partners to explore potential asset sales as the company continues to struggle with ballooning debt and several project delays that have hampered its cash flows.

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.

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.

WW International — Following another disappointing quarter, the weight management company announced the replacement of its CFO. 9fin had reported earlier that the company has hired advisors to help address its debt amid an operational turnaround, and creditors are organized under a co-op.

B. Riley Financial — The troubled financial services company continues to delay filing its 10-Q for Q3 24. Estimated results earlier provided mentioned a $120m writedown in valuation of its investment in bankrupt Franchise Group.

Judge Garrity (SDNY) — Judge James Garrity has announced his intention to step down from the bench at the end of September 2025.

Avon International Operations — A global settlement between the debtor, Natura and the UCC was approved earlier this week. The settlement resolved the UCC’s motion to dismiss the case and allowed for the court to approve the debtors’ sale motion and prepetition settlement with Natura.

Incora — The company’s confirmation hearing has been pushed to 16 December after filing an amended plan this week. The terms of the plan are not completely finalized, but the parties anticipate they will be able to get the restructuring over the finish line.

Purdue Pharma — The mediation process as well as the preliminary injunction prohibiting actions against third-parties has been extended to 23 December, which is less time than the debtors had requested. The mediators did notify the court that significant advancements in the negotiations had been made, and that a revised plan could possibly be filed in January 2025.

TGI Friday’s — The company secured a stalking horse bidder and received approval for bid protections and its final DIP order.

Intrum Justitia — The CDS auction for Intrum could lead to a final payout that’s detached from real impairement, or to not payout at all.

Hearthside Food Solutions — The company entered Chapter 11 on 22 November with an RSA signed by a number of notable funds, and had all of its first-day filings approved. The debtors interestingly did not seek DIP approval on the first day and instead only sought relief for the cash collateral portion of the motion.

Red River Talc (J&J) — The temporary restraining order prohibiting actions against non-debtor protected parties has been extended to 15 March.

American Tire Distributors — ATD has secured a stalking horse bid from its ad hoc lender group, comprised of Guggenheim Partners Investment Management, KKR, Monarch Alternative Capital, Sculptor Capital Management, and Silver Point Capital. The bid contemplates a credit bid, as well as additional consideration including the assumption of certain liabilities.

Franchise Group — The HoldCo lender group, known as the “Freedom lenders” has moved to terminate the debtors’ exclusivity, terminate the automatic stay or appoint a Chapter 11 trustee.

Hoonigan — Wheel Pros, dba Hoonigan, emerged from Chapter 11, through which the company eliminated approximately $1.2bn of debt and secured access to a $175m asset back loan facility, on 2 December.

Tupperware Brands — The credit bid sale to the company’s ad hoc group of lenders was completed on 27 November.

Spirit Airlines— On 25 November, Spirit’s Cayman entities initiated their own Chapter 11 filings that are being jointly administered with the main case. Those filings constituted events of default under the 8.00% senior secured notes due 2025. In addition, Spirit has filed its proposed plan and disclosure statement.

Northvolt — Entering Chapter 11 was followed by not so promising news — the CEO resigned, multiple investors have had to write down their investments significantly, and reports are that the struggling battery maker will be hard pressed to find a willing buyer.

CareMax — CareMax secured an agreement with ClareMedica Viking and ClareMedica Parent Holdings, as stalking horse bidder, to purchase the company’s Core Centers Assets and assume certain liabilities. The APA provides for a cash payment of $35m as well as units of ClareMedica Health Partners, have an aggregate value of $65m. The APA also provides for a breakup fee and expense reimbursement.

Edgio — The company received court approval of the sale of certain of its assets, mainly certain customer contracts, along with nonexclusive license rights, to Akamai Technologies. The transaction is expected to close in early December.

Vyaire Medical — The debtor’s Chapter 11 plan, which involved winding down operations after sales of its ventilator and respiratory diagnostic assets, went effective.

Audacy — The company emerged from Chapter 11 on 25 November, implementing a deleveraging transaction that equitized approximately $1.6bn of funded debt.

Other active distressed and restructuring coverage (from articles prior to the past 14 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.

BWIC co-op tracker — 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.

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.

Aimbridge Hospitality — The hotel manager and its lenders have kicked off discussions to potentially raise new capital and orchestrate an out-of-court debt restructuring, with an LME an option.

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.

Anastasia Beverly Hills — Crossholders are in talks to renew a cooperation agreement set to expire in the near-term, following weaker than expected second quarter earnings.

Altice France — The French telco’s negotiations with the ad hoc group weighted in the secured debt advised by Gibson Dunn and Rothschild did not result in a deal, the company disclosed in cleansing materials. The company also announced that it had finalized the sale of its 49% stake in La Poste Telecom. See 9fin’s analysis of the cleansing materials and the unconsolidation of Altice’s XpFibre stake here.

Aventiv — Following a deal with lenders to either sell the business or equitize outstanding loans to hand control to lenders, the Platinum Equity-backed prison telephone company is said to have told investors that multiple parties have expressed interest in a buyout.

Bausch Health — The company reported meaningful Q3 24 revenue and EBITDA growth across segments, hiked its full-year guidance, and stock rallied. BHC and Bausch + Lomb management said little about rumors of an impending sale of BHC’s B+L stake.

Better Health — A group of lenders led by Blue Owl have started talks with the primary care service provider as Medicare Advantage focused providers face earnings pressures after the Centers for Medicare & Medicaid services changed how it risk scores some patients.

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.

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.

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.

DISH/Echostar — The ad hoc group of DISH DBS bondholders advised by Milbank and Lazard has moved to amend its lawsuit related to the sale of the pay TV business to DIRECTV, specifically the proposed amended complaint filed in the Southern District of New York, to include DISH Network and to add fraudulent conveyance claims stemming from the recent series of transactions. DIRECTV also officially terminated its acquisition of DISH after DBS bondholders rejected the terms of parent company EchoStar’s revised debt exchange offer.

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.

Del Monte Foods — Asset manager Black Diamond is suing Del Monte Foods in an attempt to force the removal of the food company’s board of directors following a liability management exercise earlier this year.

Empire Today — The flooring company announced that it had entered into a new credit facility with lenders holding approximately 82% of its existing term loans and 100% of its existing revolving commitments which provides it with significant liquidity and extends its debt maturities from 2028 to 2029.

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.

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.

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.

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.

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.

OnTrac — The company, formerly known as LaserShip, has agreed to an LME with existing lenders which involves $300m of new money and a discounted uptier exchange of existing debt, with ad hoc group lenders getting a better deal than others. 9fin had earlier reported that the company was close to a deal out-of-court deal.

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.

Loans — (link to full screener on 9fin)

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