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It was inevitable that the clever legal work that allows stressed or distressed companies to execute the modern day liability management exercises would show up in the ever-expanding private credit market. Private credit loans — nominally provided by only a handful of lenders without the need for syndicating banks or ratings agencies — have only gotten bigger, the documents looser, and lately the spreads tighter as competition has exploded in the multi-trillion-dollar market.

Sure enough, 9fin this week broke the news that Vista Equity-backed tech worker training company Pluralsight was going to strip IP assets and then raise new debt off of those stripped assets, priming its $1.3bn private credit facility with respect to that valuable IP.

Vista has reportedly already written off its investment in the company but it’s not a clear handing over the keys situation. This so-called J. Crew-style maneuver has many other similarities to transactions where sponsors try and keep at least an equity option alive that we’ve only seen in companies with syndicated bonds and loans (possibly because they are just more disclosures).

Pluralsight is being advised in the transaction by none other than Kirkland & Ellis, which has advised on the lion’s share of famous LMEs of late, including those for Alvaria, GoTo, and Apex Group to name a few. The company’s financial advisor, Ducera Partners, is among the go-to investment banks in restructuring spanning the middle market to mega-cases, including creditor work in names like CommScope and Spirit Airlines. And to top it off, there were enough lenders in the private credit facility — more than a dozen 9fin understands — to retain their own counsel and FA to potentially challenge the transaction. Those roles went to Davis Polk and Centerview, both stalwarts of the restructuring world, with roles in the LMEs of Anthology and EyeCare Partners, respectively.

Lenders to Pluralsight include Blue Owl, Goldman Sachs, Golub, BlackRock, Ares, and Oaktree, according to filings. The company was acquired by Vista in 2020 in a transaction valued at $3.5bn.

As 9fin reported, an industry observer called this type of transaction for an issuer of this size private credit facility is “pretty unprecedented,” given players in that market tout more stringent credit agreements compared to its public counterpart, especially when it comes to collateral leakage.

Pluralsight — 9fin reported on how the company is exploring a transaction in which it would move a material IP asset to a non-guarantor subsidiary outside its restricted group — and then raise new debt on the asset.

iHeartMedia — 9fin chimed in on the chaotic week of creditor organization with no less than three groups of iHeartMedia creditors forming while the market expects the company to attempt to capture some discount and kick out its maturities.

WorldStrides — The student trip company’s recently launched exchange offer to Holdco term loan holders at 40 cents on the dollar has failed after the company launched the exchange with no notice or support from existing or third-party lenders.

Red River Talc (J&J) — Johnson & Johnson is facing a class action complaint alleging that its prior attempts at using Chapter 11 to resolve its alleged talc liabilities contain multiple fraudulent transfers.

Enviva — Vinson & Elkins received a shocking blow this week, when their retention application to serve as debtors counsel was denied, due to their conflict of interest with key shareholder Riverstone who is a client of theirs on unrelated matters.

Incora — Mediation between Incora and other parties involved in the bond transaction litigation has failed, according to a notice filed earlier this week. The months-long trial is set to continue next week, and closing arguments are currently scheduled for the 24 and 25 of June.

Robertshaw — Robershaw’s adversary proceeding trial continued this week with witnesses from all interested parties providing testimony. Additionally, Robertshaw filed its plan of liquidation this week, signaling its expectation that the company will win the adversary proceeding and move forward with the sale hearing.

Thrasio — The Amazon aggregator’s disinterested directors finally reported the results of their independent investigation, identifying potential causes of action of the bankruptcy estate against the company’s former co-CEOs, a former president, and a former CFO. 9fin had earlier reported on the scope of the independent investigation and how delays in the completion of the investigation prompted a postponement of the confirmation hearing to 10 June.

WOM — WOM and its ad hoc group of unsecured noteholders’ sparred this week over discovery issues involving the group’s motion to dismiss or, in the alternative, to appoint a Chapter 11 trustee. The debtors had objected to certain of the group’s discovery requests, but the judge backed the group and ordered the debtors to respond to the requested discovery. A trial on the motion to dismiss and the company’s second day hearing will be held on the 20 and 21 of June.

Steward Health — The Department of Justice (DOJ) filed a limited objection to Steward’s DIP due to concerns on the expedited milestones set out by Medical Properties Trust in regards to the proposed sale of Stewardship Health to United Healthcare Group’s Optum. The DOJ believes that the milestones do not provide adequate time for compliance with their antitrust review of the potential sale, and we explored the timing considerations of an extended review alongside Steward’s continued cash burn.

Careismatic Brands — Careismatic’s Chapter 11 plan was confirmed on 30 May. The plan provides for a debt for equity swap for the company’s first priority debt, and the creation of a GUC trust to potentially pursue certain claims and causes of action. The confirmation could be appealed, however, by the UCC in the case due to the judge ruling that the GUC trust is responsible to pay any quarterly US Trustee fees for disbursements made after monetizing those assets.

Rite Aid — Rite Aid’s confirmation hearing is now scheduled for 27 and 28 June as set by the judge overseeing the case. The company is also involved in a dispute with MedImpact, the company that purchased the Elixir assets from Rite Aid, over the proper calculation of post-closing net working capital purchase price adjustments.

WeWork — WeWork’s bankruptcy came to a close this week after its plan of reorganization was confirmed at an uncontested hearing. WeWork plans to emerge as a private company some time in the next month.

Altice France (SFR) — The distressed telco’s Q1 24 results came with a surprise this week. It has contributed its shares in its valuable FibreCo, XpFibre, and some of its receivables against XpFibre to an unrestricted holding company, setting the structure up for a potential priming transaction. 9fin’s analysis suggests the new HoldCo could have commercial debt capacity between €1.05bn-€1.75bn, which owner Patrick Drahi could use alongside asset sale proceeds to achieve his 4.0x leverage goal.

Medical Properties Trust — The healthcare REIT filed its delayed 10-Q for Q1 24 along with an updated quarterly supplemental, and disclosed additional subsequent write-downs on its investment in PHP Holdings of $140m. It had recently secured a 6.9%, 10-year £631m non-recourse financing secured by certain properties in its UK portfolio.

Workhorse — The electric vehicle company continues to raise capital through the issuance of convertible notes and warrants and employ cost-cutting measures to address cash flow pressures. 9fin had earlier reported that the company is working with Stifel to help raise bridge financing.

Altice USA — As part of the heavily indebted Drahi empire that has come into focus after the hardball tactics taken with creditors to Altice France, creditors of the USA business of Altice are said to have organized with Akin Gump and PJT Partners while the company is reportedly working with Moelis.

Other active distressed and restructuring coverage

The Distressed Pitch List — We have published the first edition of our Distressed Pitch List, where we aim to identify topical credits that may be targets for liability management exercises and / or turnaround efforts in the future. Our first edition features Anywhere Real Estate, Embecta, Leslie’s, and Multiplan.

Alkegen — Formerly known as Unifrax, the specialty materials maker is getting financing proposals from third party investors to help pad its liquidity and address its upcoming debt wall.

Anthology — Nearly 100% of the first lien loans of the Veritas-backed ed-tech company are said to have agreed to exchange under a liability management deal that 9fin had reported was launched after negotiations with an ad hoc group of first lien lenders. The deal also extends the company’s revolver to early-2028.

Ardagh Group — Two creditor groups continue to prepare for subsequent debt negotiations with the glass and metal packaging company after an aggressive third-party financing transaction.

Astound Broadband — A group of lenders started confidential talks with the Stonepeak-backed internet and cable provider. While the company has far-dated debt maturities, it is grappling with a cash flow squeeze.

Bausch Health — Two creditor groups have banded together to implement one of the largest — and most unique — cooperation agreements to date, amid growing concerns over the company’s pursuit of one-off exchanges and the potential spin off of valuable eye care subsidiary Bausch & Lomb.

Belk — Lenders to the department store chain have been speaking with the company about a restructuring that could exchange much of its debt into equity.

Cano Health — Cano Health’s disclosure statement was approved after having to continue the hearing two times to allow for more time to negotiate terms of a settlement with its UCC. The plan, a dual-track plan at petition date, now contemplates a restructuring transaction, after no actionable bids were received for the company’s assets. A hearing on confirmation is scheduled for 28 June.

Carestream Dental — The CD&R and CareCapital Advisors-backed company has been working with to address its revolver and term loan maturities this year.

CommScope — The company reported Q1 24 results, with continuing declines across segments and significant cash burn, though the CCS and OWN segments have shown signs of recovery. Management noted that CommScope was continuing to evaluate all alternatives, including using flexibilities in credit documents (9fin analyses here), to address debt maturities. More recently, the company was selected as the winning bidder for Casa Systems’ cable business assets under a Section 363 auction.

ConvergeOne — The debtors’ Chapter 11 plan was confirmed by Judge Christopher Lopez, who also overruled an objection from certain excluded lenders.

Cox Media Group — Certain holders of Cox Media Group’s term loan and bonds organized driven by concerns around the Apollo-backed TV broadcasting and radio company issuing dividends when the business is struggling and facing a high debt burden.

Del Monte Foods — A group of lenders has hired Houlihan Lokey to help kickstart negotiations with the company, which is struggling to gain traction on a capital raise.

Diamond Sports Group — The regional sports network (RSN) operator’s confirmation hearing was pushed back by over a month to late July 2024 following a blackout of the RSNs by Comcast, stemming from a dispute regarding a multi-year renewal agreement between Diamond and its third largest distribution partner.

Dynata — The struggling market research company filed a prepack in the US Bankruptcy Court for the District of Delaware that would see first lien lenders receive 95% of reorg equity, with a confirmation hearing set for 2 July. The company was also granted all relief requested at its first-day hearing. The first lien and second lien term loan treatments under the plan have caused divergent reactions in the secondary market.

EchoStar/DISH — The DISH DBS noteholder lawsuit has been moved to federal court. Earlier, EchoStar posted dismal Q1 24 results — the company continued to bleed subscribers and hemorrhaged $1.2bn cash in Q1 24, while still not having stated plans to manage its debt obligations, the most conspicuous of which is $1.98bn in outstanding senior notes due in November.

Emergent BioSolutions — Holders of Emergent’s 3.875% SUNs due 2028 stand to receive a high potential recovery amid a stabilization of earnings, per 9fin analysis, as our illustrative waterfall outlines a scenario-based recovery of between 92% and 93% with the bonds quoted near 60 cents.

Express — The retailer filed for Chapter 11 protection with the intention of pursuing a going concern sale by 10 June.

EyeCare Partners — The vision care network completed its liability management deal involving $275m of new money and a discounted debt exchange that offered better terms to lenders who participated early and were involved in confidential talks with the company.

Fisker — The troubled EV company’s forbearance agreement with Heights Capital was extended again to 17 May, with its Austrian subsidiary filing for a restructuring proceeding in Austria. The company also disclosed that a group holding over 25% of its 2026 convertible senior notes had delivered a letter seeking to accelerate repayment of the notes, stemming from an event of default as the company had missed an interest payment. Our latest coverage of the troubled EV manufacturer and the dual track process set by Heights Capital can be found here.

FreshDirect — The grocery delivery company has hired restructuring advisors and has been reaching out to potential investors for rescue financing. The development marks a rapid downfall for FreshDirect, which enjoyed strong demand during the pandemic and was acquired by Turkish company Getir late last year.

Gol Airlines — Gol’s Abra bondholder group recently disclosed updated members and holders including distressed investors. The bankrupt airline has said it will evaluate all recapitalization or other transactions, including to raise capital while in bankruptcy. In recent days the UCC has objected to the debtors attempts to allow aircraft lessors to sell a participation interest in their unsecured claims, while retaining their voting rights on any potential Chapter 11 plan.

Gray Television — The broadcaster priced a $1.75bn bond and loan package. It had earlier announced a $250m debt repurchase plan along with Q1 24 earnings that showcased a year-on-year improvement, sending prices of its debt and shares higher.

Hearthside Food Solutions — Some par holders have sold their positions in Hearthside’s loan to Apollo Global Management, which is leading the steering committee of an ad hoc group of lenders.

Hertz — The rental car company’s capital structure took a hit after Q1 24 results outlined an acceleration of vehicle depreciation tied partially to the company’s investment in electric vehicles, with higher-than-expected cash burn and concerns over its ABS structure and future liquidity. The company is now said to be working with financial advisors to explore a capital raise.

Invitae — Kirkland & Ellis defeated objections from both the UCC and UST to its proposed retention as debtor counsel. It also received approval for the sale of its assets to LabCorp and plans to file a plan and disclosure statement in the near term.

Lionsgate — Bondholders left out of an earlier exchange have reportedly started to explore legal action, after the film and TV media company completed an exchange where its 2029 SUNs indenture was amended to strip certain covenants and events of default.

McAfee — The company completed a repricing of its Euro and US dollar term loans, with lenders also receiving a paydown. Earlier, a group of lenders that 9fin had reported had organized were said to have signed a cooperation agreement and also hired an FA.

MRP Solutions — Lenders to Clearlake Capital-backed packaging manufacturer (fka Mold-Rite Packaging) are organizing.

Office Properties Income Trust — The REIT announced two amendments to its exchange offers launched earlier this month. The first set of amendments — aimed at leveraging tensions between noteholder groups to maximize discount capture — introduced “priority amounts” of new secured notes each series of unsecured notes (due 2025 to 2031) could exchange into and stipulated that other maturities will be able to participate in any unallocated or “undersubscribed” amounts in reverse-chronological order — effectively demoting the 2025s to the bottom for any unallocated priority amounts. The second set of amendments reduced the priority amount reserved for the 2025s and increased it for the 2027s, but promoted the 2025s to the top of the priority order for undersubscribed priority amounts. This latest iteration too potentially allows for meaningful discount capture by OPI.

Red Lobster — Red Lobster commenced its Chapter 11 in the Middle District of Florida. At its first day hearing, the company received interim approval of its first-day motions, but a looming fight over terms contained in its DIP facility was highlighted, with the UST making vigorous objections to the proposed roll-up and foreshadowing issues that a yet-to-be-appointed UCC will potentially find objectionable.

Rubio’s Restaurants — Rubio’s is considering a possible Chapter 11 bankruptcy filing in order to sell itself. A bankruptcy filing would be its second in the past four years.

rue21 — The Blue Torch-controlled fashion retailer filed a Chapter 33 before Judge Brendan Shannon of the US Bankruptcy Court for the District of Delaware. The company aims to close all stores, conduct wind-down sales, and market its IP and intangibles for a sale. The docket is available here.

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

SI Group — The chemical additives company shared preliminary 2023 results, which left some investors questioning the sustainability of its capital structure, even as its business shows signs of recovering.

SIRVA — The moving services company was downgraded by S&P from B- to CCC. The S&P note states that on 25 April, SIRVA’s first and second-lien credit agreements were “modified to pledge more equity from subsidiaries as collateral to lenders, to 100% from 65%, which we view as lenders' concerns over the company's performance and ability to manage its obligations in a difficult operating environment.” This comes after it raised a new money priming loan (per S&P a $84m delayed-draw term loan) in order to bridge the company to a broader debt restructuring.

Sonrava Health (fka Western Dental) — The New Mountain-backed company is sounding out investor interest on new funding backed by its accounts receivables balance.

Sound Inpatient Physicians — The hospital staffing company launched an exchange offer with approximately 90% of its existing lenders on board. Its sponsors, Summit Partners and UnitedHealth have also agreed to inject $49m of equity into the company.

Spirit Airlines — The troubled ultra low-cost airline reported Q1 24 earnings, disappointing but largely in line with guidance published recently, and management painted a bleak picture for Q2 and beyond. Management also announced concrete plans to survive on a standalone basis. Read our three-part series on the stressed ultra low-cost airline and its Loyalty Notes: Part 1, Part 2 and Part 3.

Staples — The Sycamore Partners-backed office supplies company saw banks widen pricing and reduce size on its debt package in order to price it. The company had previously announced an exchange of notes and a capital raise to address maturities through 2027. 9fin had earlier reported that the company was working with bankers at JP Morgan and Morgan Stanley to gauge investor interest in a refinancing of upcoming debt.

Sunnova Energy — The residential and commercial solar company has hired AlixPartners to help boost liquidity and Moelis to explore restructuring options. Earlier, it has agreed on several funding deals, including a new tax equity agreement with JP Morgan and a lease securitization deal with owners of home security firm Brinks Home.

Telesat Canada — The Canadian satellite company posted expected declines in revenue, EBITDA and margins in Q1 24, and reaffirmed guidance for the full year. Backlog and cash generation for the legacy business declined as Telesat continues to lose GEO customers and focuses on Lightspeed. Certain creditors are reported to have hired Evercore and Lincoln International for advice. 9fin earlier provided a comprehensive analysis of the company’s disappointing FY 23 earnings and FY 24 guidance.

2U — The education tech company has started confidential negotiations with creditors on ways to overhaul its debt. Once a high-flying online education startup, 2U is facing an upcoming debt wall and heightened regulatory scrutiny of its revenue-sharing business model.

United Site Services — The portable toilet rental company is set to tap a $115m commitment from sponsor Platinum Equity as it battles weaker earnings amid an inflationary and higher rate environment.

TGI Friday’s — The restaurant chain has engaged an FA to raise roughly $200m of new funding to pay down debt.

VeriFone — Lenders to the payment and commerce solutions company have organized with Gibson Dunn as they prepare for negotiations ahead of the maturity of the company’s $250m revolver and over $2bn of term loans in 2025.

Veritas Technologies — A group of creditors has begun confidential talks with the Carlyle-backed data management firm on ways to address its debt due 2025.

VistaJet — The private jet subscription company released Q4 23 results, with the company’s founder penning a letter announcing legal action against a “group of individuals” that has “disseminated half-truths, false rumors and lies”.

Xplore — The Canadian rural internet provider kickstarted a grace period after skipping a coupon payment due at the end of March. It has been in talks with creditors and sponsor Stonepeak on ways to restructure its legacy business and fund the growth of its fiber projects.

Zachry Group — The family-owned EPC company filed for Chapter 11 protection in SDTX after facing defaults under its EPC contract for a mega LNG project in Texas, and battling cost issues and supply chain disruptions. The project is owned by Qatar Energy and ExxonMobil, and Zachry has filed an adversary proceeding to pursue multiple claims against the project and its owners. Parties will attempt to mediate the disputes, while the company will fund the bankruptcy with cash on hand and generated from operations.

Zayo — The telecom company announced that it is carving out two entities, including its European business and its business that manages network needs outside of the North American and European networks. After the separation, Zayo Europe will appoint a new board of directors.

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