Winding Up — Even odds
- Will Macadam
Winding Up is 9fin's weekly newsletter, incorporating summaries and commentary from our European distressed coverage for the past week. Find out more about what we do for distressed here.
When a company takes a restructuring deal to the English courts, the most important consideration (bar a barrister) is certainty of implementation.
You have to imagine that, on the balance of probabilities, the proposals you’ve put forward are likely the most practicable restructuring solution — and that the person wearing a black and red robe will see it that way too.
But what if a group of creditors opposed to your restructuring proposals puts together a plan that, at least on paper, looks cheaper than your own? The truth is that no-one knows.
This question goes to the heart of one of the most important tests a company must satisfy if a judge is to approve any given restructuring plan put before her: that none of the creditors would be any worse off under the plan than they would be in the relevant alternative.
Some form of liquidation or administration, often intensely destructive of value, is usually floated as the alternative to a restructuring, and corroborated by valuation evidence.
Thames Water will likely try to argue that the alternative to its restructuring plan, which involves a priming facility as large as £3bn and has sufficient support from Class A whole business securitization noteholders, would be the appointment of an administrator under the Special Administration Regime.
Class B noteholders in the Thames WBS (at least, those who have organised in a separate group and have tabled an alternative bridge financing proposal) will disagree — if they ultimately decide to contest Thames’ restructuring plan.
The Class Bs would likely argue that Thames’ relevant alternative is wrong in one of two ways: either the company could accept the Class B financing proposal, or the administrator in a SAR would opt for the Class B proposal — as it features a lighter interest burden, and the entire facility is immediately available.
For their part, Thames and the Class A group would likely argue that the Class B proposals are unworkable, and that the deal before the judge is the only implementable one.
Ofwat’s thoughts on the matter, and its final determinations on the next regulatory period of 2025-2030, will also be of critical import for arguments made by Thames and the Class A group and for the Class B group.
These are only preliminary assumptions. We’ll get a better sense of what each party is likely to argue at the Thames restructuring plan convening hearing on 17 December.
The more substantial arguments — on whether or not the relevant alternative is what the company and Class A group believe it to be, or what the Class B suggests it is — will only be heard at the 20 January sanction hearing.
Case law on the matter is limited. Earlier this year, Swiss bank J Safra Sarasin and BF.capital tried to argue that the English courts should not sanction a restructuring plan proposed by Aggregate’s Project Lietzenburger Straße HoldCo (Project Fürst) on the basis that the proper relevant alternative was another restructuring plan under Luxembourg’s new restructuring law.
Safra produced an alternative restructuring proposal it had put together with real estate developer Jesta, which Project Fürst argued was unworkable and said that the only alternative to its plan was liquidation.
Mr Justice Richards decided against Safra and concluded that Project Fürst’s relevant alternative was correct. The judge pointed to numerous problems with Safra’s proposal, such as the fact that it was unclear if senior creditors would accept their deal and that the funding provided may not be sufficient to complete Project Fürst’s real estate project in Berlin, in his decision.
The two situations are very different beasts, the Class Bs will argue its proposals are implementable for various reasons — likely noting that the proposal is fully backstopped.
But for the sake of brevity we won’t get into comparisons here. One thing is certain regardless of which way a judge decides, the courts will (hopefully) print new case law.
This week’s news
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 Thursday evening (14 November).
Arxada — The Swiss specialty ingredients company reported its Q3 2024 financials last week, showing a decrease in net leverage from 9.1x in June 2024 to 8.7x in September 2024, primarily due to favourable currency trends. With no short-term debt maturities — the earliest being the RCF in January 2028—improving EBITDA and reducing RCF utilisation are crucial to moving out of the stressed category. We continue to monitor the situation closely.
BayWa — The German agriculture conglomerate will present its restructuring plan to creditors next week, according to 9fin sources, after reporting a sharp decline in revenue and earnings in its results. Rothschild, financial advisor to the company, is expected to table a plan that might comprise the disposal of assets and other measures aimed at restructuring the business by 2027.
KTM (profile added shortly) — The Austrian sport motorcycle manufacturer and its creditors have hired advisors and started negotiations to find bridge financing and reach a standstill agreement, according to 9fin sources. The company is working with Deloitte, while a group of creditors holding promissory notes (schuldscheine) hired Dentons.
Lowell — — 9fin takes a look at some of the operational issues facing the UK-based debt purchaser as its largest creditors have gone restricted for refinancing negotiations. Read more here.
Lycra — US-based 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 the end of the month (30 November).
Medical Properties Trust — Judge Christopher Lopez denied a motion filed by an ad hoc committee of personal injury representatives to direct the US Trustee to appoint a new committee specifically for tort claimants at a Steward Health hearing held on 13 November. Read more here.
Prosafe — The offshore vessel operator’s lenders have hired advisors in the lead up to discussions with the company on its capital structure, two sources told 9fin. The lenders have brought on Houlihan Lokey and Kirkland & Ellis, they said.
Southern Water — Moody’s downgraded the water company’s guaranteed finance subsidiary from Baa3 to Ba1, putting Southern on the brink of a breach of its license conditions with Ofwat. The downgrade occurs amid a more hawkish ratings environment for UK watercos, S&P released a report on 12 November, outlining its expectations that the next regulatory period would be more challenging for “almost all” companies in the sector.
Standard Profil — A group of bondholders in the automotive sealing manufacturer have appointed Milbank as legal counsel, while pitches from financial advisors are taking place and the choice of a legal advisor for the company is still under discussion. The move comes shortly after Standard Profil commissioned an independent business review from PwC last week, sources said.
Thames Water — The troubled UK waterco received over 75% support for the Class A proposal in exchange for a non-cash fee of 0.75%. Earlier in the week, Thames offered its advisors (Linklaters and Rothschilds) a quarterly PIK payment of up to 10% (instead of cash) to cover their deferred fees, which was driven by its strained liquidity.
Transcom — Swedish outsourcing provider released its Q3 earnings (ending 30 September) on 14 November. EBITDA dropped by 15% across H1 2024, while leverage expanded by 0.6x. Decline in EBITDA was less pronounced for this quarter, shrinking 4.8% YoY while leverage stayed steady at 4.3x. See 9fin’s earnings review here.
Lateral Moves
Davis Polk has joined a wave of US law firms setting up shop in London’s restructuring market with the hire of Sidley Austin’s local restructuring co-heads Jifree Cader and Mark Knight, according to a firm announcement from 11 November.
Jefferies has hired Victor de Carville from Houlihan Lokey in Paris, the move was first reported by Bloomberg and announced publicly by Carville on 14 November.
Headlines
15 November — Standard Profil creditors hire advisors, company commissions PwC report (9fin)
15 November — Lycra bondholders propose debt extension in exchange for majority stake (9fin)
14 November — Altice France talks with ad hoc lender group fall short of deal — lenders asking for significant equity stake (9fin)
14 November — Southern downgrade foreshadows tougher ratings environment for WaterCos (9fin)
14 November — Transcom teases bond buyback as EBITDA takes another hit — Q3 24 earnings review (9fin)
14 November — Prosafe lenders hire advisors ahead of debt talks (9fin)
14 November — Judge denies request to appoint an official committee of tort claimants in Steward Health (9fin)
14 November — Lowell value and scenario analysis (9fin)
14 November — BayWa to submit restructuring plan next week after poor financial results (9fin)
13 November — KTM and creditors appoint advisors and start negotiations (9fin)
13 November — Enviva’s chapter 11 plan confirmed (9fin)
13 November — Standard Profil bondholders to hold advisor beauty parade (9fin)
13 November — Thames Water receives over 75% consent from Class A creditors for £3bn funding (9fin)
13 November — Arxada shows deleveraging but little material change — Q3 24 earnings review (9fin)
12 November — Hertz affirms strategy, continues to face high depreciation — Q3 24 earnings review (9fin)
12 November — Hertz bonds dip after yet another earnings loss (9fin)
11 November — Thames Water proposes PIK payment for restructuring advisors (9fin)
8 November — Watching the Defectives — Europe Distressed/Restructuring Tracker November 2024 (9fin)
Weekly Declines
Top bond movers (link to full screener on the 9fin platform)
Top loan movers (link to full screener on the 9fin platform)
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