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What good does it really do to cooperate these days, creditors may ask. Are investors all better off in a co-op, or are they essentially locking in the creditor-on-creditor violence that co-ops were supposed to help avoid?

The bankruptcy filing of Wellpath this week appears to emphatically support the value of such co-ops in the worst-case scenarios. The medical and mental health provider for prisons filed with a restructuring support agreement negotiated with an ad hoc group of lenders consisting of first lien lenders and certain second lien lenders.

Importantly, a large majority of the first lien debt had signed a cooperation agreement prior to the negotiations and subsequent filing. The presence of the cooperation agreement in these negotiations resulted in a DIP facility where all prepetition lenders were offered the opportunity to participate in the backstop, which comes with the benefit of a 2:1 rollup of their prepetition first lien term loans.

The Wellpath co-op in some form or another had been in place at least since January, according to BWIC trading records at the time. At the time, more lenders than were part of the ad hoc group had signed onto the co-op, keeping lenders who might not have had representation aligned with those who did.

What’s more, the group included BDCs, CLOs as well as opportunistic investors, further creating a dynamic that meant there wasn’t a smaller group trying to maximize its recovery at the expense of others. The importance of providing all lenders the opportunity to participate in the DIP financing is that the path to recovery — even for distressed investors who bought in at a discount — requires participation; the loan was quoted down from 60 to 30 when the company was forced to pivot from an out-of-court sale of its Recovery Solutions business to bankruptcy.

The co-op allowed the company to pivot to Chapter 11 quickly with funding in place, hoping to still complete the sales process via an in-court process, with the $105m senior DIP and equity rights portion likely fully covered by the eventual sale.

This marks a stark divergence from typical situations where only the two or three largest holders get the benefit of the backstop. This was seen in the Franchise Group bankruptcy, in which second lien lenders took issue with a DIP facility that was similarly expensive to Wellpath but that didn’t give all lenders, including the second liens, a chance to participate. The second liens objected to the DIP based on its size and structure, while the US Trustee raised its own concerns, causing the judge to pause and not grant interim relief, saying he was “surprised” by the objections.

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.

DLA Piper hired Adam Plainer as a restructuring partner in its London office effective January 2025, hiring him away from Dechert. Geoffrey Schmitz has joined Solomon Partners as a managing director from Portage Point. Davis Polk announced that prominent restructuring lawyers Jifree Cader and Mark Knight will join the firm as partners in the restructuring practice in London, leaving Sidley Austin where they had been partners for eight and six years, respectively.

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

Distressed Pitch List — In an update to our Distressed Pitch List, we added Electronics for Imaging, Luminar, Symplr and Zywave.

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 .

EchoStar / DISH Network — The sale of EchoStar’s pay-TV business to DIRECTV is likely to be terminated because the DISH DBS secured and unsecured notes exchange has been blocked by an ad hoc group of crossholders. However, EchoStar, having completed the other financing transactions announced on 30 September, appears confident about executing on its long term business plan irrespective. Q3 24 earnings showed expected declines in the pay-TV business.

GrafTech International — The company released Q3 24 earnings and launched an LME involving new money term loans, a maturity-extending notes exchange and a replacement of its existing revolver. The transaction has the support of an ad hoc group of creditors holding a majority of its secured bonds. 9fin had earlier reported about certain creditors having signed a cooperation agreement.

Hertz — The troubled car rental company’s Q3 24 financials revealed a $1bn impairment of its fleet and another quarter of heightened depreciation. Its securities fell on the day but have since rebounded. The company appears to have largely completed the planned retirement of 30,000 EVs and has made good progress on its fleet refresh. With liquidity expected by management to reach a low point around mid-2025, the company could raise further debt to maintain a buffer.

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 on 14 November. The company also announced on 15 November 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.

Vialto Partners — The company agreed to a deal with its sponsor Clayton, Dubilier & Rice (CD&R) and existing lenders including HPS Investment Partners that will reduce debt by approximately $700m and raise $225m in new money in the form of an equity investment, according to an 11 November statement.

Lumen — The company launched a tender offer targeting roughly $945.2m in outstanding debt, seeking to capture a 10% discount in aggregate across eight tranches coming due through 2028. This is its latest attempt to continue lengthening its runway to build its AI-focused business while the legacy business declines.

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.

Newfold Digital — The Siris Capital and Clearlake Capital-backed web hosting provider reported poor Q3 24 numbers privately and lowered its full year guidance, causing its bonds to tank. The company is on 9fin’s Distressed Pitch List.

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.

Northvolt — Negotiations on bridge financing for the Swedish electric battery manufacturer — which 9fin reported a month ago had hired advisors to explore in-court restructuring options in both the US and Sweden — are reported to be on the verge of collapse, while stakeholders and partners (first equityholder ATP; JV partners Hydro and Galp; now VW and Scania) pare their exposure to the company.

Empire Today — The Charlesbank-backed flooring retailer is reported to be in talks with existing lenders, with a non pro rata new money plus below-par uptier exchange deal being discussed. 9fin had earlier reported that the company had reached out to third-party lenders for a potential new money raise.

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

Spirit Airlines — The troubled airline has delayed publishing Q3 24 results. The press release, which also contains abysmal preliminary Q3 numbers, notes that the company is in constructive, advanced restructuring talks with holders with a supermajority of the loyalty notes due 2025 and converts due 2026, and any agreement, if reached would be implemented through a “statutory restructuring” which would leave aircraft debt and general unsecured creditors (and we assume not the loyalty notes and converts) unimpaired but would wipe out existing equity. Its bonds and stock tanked as a result.

iHeartMedia — A group of holders of the company’s unsecured notes due 2028, advised by Akin Gump, are reported to be preparing to contest the dual-track LME the company launched to push the bulk of its maturities out to at least 2028.

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.

Veritas Technologies — The Carlyle-backed company is reported to be in talks to loop in remaining after it executed a transaction support agreement with a creditor group, holding a majority of its debt, to help address its near-term maturities. The TSA contemplates an exchange of 2025 maturities into takeback debt and preferred equity, and a paydown with proceeds from Cohesity could follow. 9fin had earlier reported that the company was nearing a deal.

B. Riley Financial — The troubled financial services company delayed filing its 10-Q for Q3 24, but provided estimated results for the quarter which mention a $120m writedown in valuation of its investment in bankrupt Franchise Group.

CareMax — The value-based healthcare provider continues to extend waivers under its credit agreement, most recently through 18 November, and again drew on its delayed draw bridge financing. 9fin earlier reported that the company is laying the groundwork for a potential bankruptcy filing. 

WideOpenWest — The cable operator closed its LME launched in October, with less than $1m of the existing term loans holding out and subsequently repaid.

AMC Entertainment — The cinema chain continues to repurchase or exchange for common stock debt maturing in 2025.

Earnings — Other companies on our radar also reported earnings: Telesat (press release; quarterly report; transcript); Rackspace (press release; 10-Q; earnings presentation; transcript); Urban One (press release; 10-Q; transcript)

Jackson Walker Fees — Jackson Walker must provide correspondences with PR and communication firms related to their attorney’s relationship with Judge Jones and the firms Attorney Sourcebook to the US Trustee even if confidentiality concerns are valid. The Judge also ruled that the US Trustee must provide the testimony subpoenaed by Jackson Walker related to the US Trustee’s potential knowledge of the relationship.

Red River Talc (J&J) — The US Trustee objected to Jones Day’s debtor representation due to its previous J&J representations. The US Trustee’s objection to the chosen future claimant’s representative was denied.

Wellpath — The HIG-backed prison healthcare company filed for bankruptcy and received first day relief.

Intrum — The Swedish debt collector filed for Chapter 11 in the Southern District of Texas, after having successfully completed a solicitation of its plan. The company will also pursue a Swedish reorganization in Q1 25.

Incora — Incora’s confirmation hearing was delayed yet again, this time to 5 December, as parties continue to negotiate the terms of the plan.

Steward Health Care — The debtors avoided having a new committee for tort claimants appointed after the judge found the unsecured creditors committee is adequately representing those interests.

Vyaire Medical — The debtor’s Chapter 11 plan, which will wind down operations after sales of its ventilator and respiratory diagnostic assets, was confirmed 14 November.

Diamond Sports — The company’s Chapter 11 plan, which provides for a going-concern reorganization of DSG, was confirmed.

Enviva — The debtors’ Chapter 11 plan was confirmed.

TGI Friday’s — The debtors filed their bidding procedures and hired Hilco Corporate Finance as their investment banker.

Avon International Operations — AIO’s UCC is seeking a dismissal of the Chapter 11 cases, claiming that the bankruptcy is a pretext for the elimination of parent Natura &Co’s talc liabilities.

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

CLOs and LMEs — CLO managers are devoting more time to predicting and reacting to LMEs, given their ubiquity. Of the LMEs this year, Lumen’s debt exchanges ($3.3bn of CLO exposure), followed by Global Medical Response’s amend and extend of its roughly $4bn of loans ($1.9bn of CLO exposure) have affected CLOs the most, according to 9fin data.

LME trends — 9fin published the maiden edition of a series focusing on sharing data-driven insights and trends on LMEs. In this edition, we found that the vast majority of troubled companies that have initiated LMEs this year turned to their existing lenders to raise new money. However, multiple sources say there might soon be a reversal to the trend as these existing creditors become more experienced and are now approaching the negotiation table with greater sophistication.

Clearlake and LMEs — We published the maiden edition of our LME profiles of private equity sponsors with a focus on Clearlake’s portfolio companies, which shows distress is concentrated in the firm’s sixth buyout fund.

US Distressed/Restructuring Tracker Report — We published our first 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. An updated report will be published next week.

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.

Altice International — After the company sold its first asset since announcing its strategic review and since Altice France’s ultimatum, listeners on the Q2 24 earnings call were keen to hear how the telco would apply the Teads sale proceeds. It’s fair to say management was slightly ambiguous. 9fin’s earnings review is available here.

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.

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.

Ardagh — A crossholder group of the packaging company’s bondholders has extended a co-op agreement from October to mid-December, two sources told 9fin. The group is being advised by Gibson Dunn and Perella Weinberg Partners. Management faced a tense Q&A on its Q3 24 earnings call after it cut its FY 24 EBITDA guidance.

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.

Cision — The Platinum Equity-backed PR software firm is reported to have told lenders that it had created a new holdco, and some lenders believe this step could be followed by an asset sale or collateral transfer. Its debt is trading at deeply distressed levels.

CommScope — The network infrastructure company saw an uptick in sales and meaningful improvements in EBITDA and free cash flow in Q3 24 (press release; 10-Q; presentation; transcript). Along with its earnings release, the company disclosed (with details of the terms discussed) that talks with an ad hoc group of creditors on refinancings and exchanges of 2025 and 2026 maturities had failed. Common stock has fallen over 30% since.

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.

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.

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 company’s first lien term loan was quoted in the upper 60s, according to sources and 9fin data, amid a two-notch rating downgrade on both the healthcare revenue cycle management provider and its outstanding loan. Rating agency Moody’s says it anticipates an increased risk of default should the Clearlake-backed company fail to turnaround its finances.

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.

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.

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.

Hearthside Food Solutions — The company is reported to be preparing to hand control over to its creditors, potentially through bankruptcy.

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.

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.

Mavenir Systems — Lenders are in confidential negotiations with the Texas-based software company as they 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.

Michaels Stores — The Apollo-owned arts and craft retailer reported a more than 20% decline in Q2 EBITDA due to weaker sales and margin pressure, sparking its bonds to edge down.

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.

Office Properties Income Trust — The company’s Q3 24 results exhibited continuing deterioration in performance, and $456.7m of its unsecured notes due 2025 mature in February. As a result, the REIT issued a going concern warning in its filings, after previously disclosing details of negotiations with creditors to push out the 2025 maturity.

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.

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.

Screenvision — Certain lenders of the Abry Partners-backed company have organized with Gibson Dunn to negotiate ahead of its $201.5m in loans that are set to mature in 2025.

Springs Window Fashions — The Clearlake-backed window treatment company retained advisors to engage with creditors who have organized into two groups, both with cooperation agreements in place.

System1 — We delve into the asset stripping LME the marketing company completed earlier this year in conjunction with a merger under section 251 of the Delaware General Corporation Law.

Loans — Link to full screener on 9fin

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