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* JUNE 18, 2009
Barbarians in Bankruptcy Court Merger Financiers Find Action Now in Chapter 11; 'Debt Is the New Equity'
By MIKE SPECTOR and JEFFREY MCCRACKEN
Wall Street has a favorite new spot for the power lunch: bankruptcy court.
Mergers-and-acquisitions professionals have lamented that frozen credit markets are stifling big business transactions. But Chapter 11 bankruptcy reorganizations have emerged as the hottest venue for quickly buying, trading and breaking up big-name companies.
Bankruptcy court is "a place where you can't afford not to be," said Jere Thomson, the head of law firm Jones Day's mergers and acquisitions practice in North America, who helped strike Chrysler Group LLC's recent alliance with Fiat SpA. Mr. Thomson said he has "traditionally been a conventional M&A lawyer." Today, he said he is more useful "when combined with a bankruptcy practice."
Dressed for Distress
Companies are striking deals in bankruptcy court, which hand control to lenders in exchange for debt relief, or sell assets to new owners through auctions. Recent deals:
* Masonite International -- Exited bankruptcy in a deal with lenders, including Scotiabank and investment firms Centerbridge Partners and Oaktree Capital, to exchange nearly all its $2.2 billion in debt for a 97.5% stake. * Filene's Basement -- Retailer Syms and property developer Vornado Realty paid $63 million for the bargain retailer's trademarks, inventory and stores. * Delphi Corp. -- Private-equity firm Platinum Equity, with help from U.S. government-backed General Motors, struck a $3.6 billion deal to buy assets of auto-parts maker Delphi. * Bally Total Fitness Holdings Corp. -- Reached a deal with lenders to cut debt by at least $660 million. Secured lenders owed $242 million get a 94% stake and agree to fund a $39 million loan.
Bankruptcy is built around the idea of reorganization -- where cash-strapped firms enter court and often spend years paying off creditors and attracting new financing. Now, with that financing in short supply, companies are rushing to hash out deals in weeks and months.
That is reshaping traditional deal making and restructuring. The number of prearranged bankruptcy plans -- which receive significant creditor blessing before entering court -- could double in 2009, according to New Generation Research Inc., a bankruptcy-data firm. Meanwhile, the number of asset sales hatched directly out of bankruptcy court are well ahead of last year's pace.
Masonite International Inc., a debt-laden door maker once controlled by Kohlberg Kravis Roberts & Co., entered bankruptcy court in mid-March. Three months later it has new owners and virtually no debt.
"The traditional stand-alone reorganization is on the endangered species list due to the lack of financing, so the acquisition in bankruptcy is much more prevalent in this cycle," said Martin Bienenstock, who heads Dewey & LeBoeuf LLP's bankruptcy practice. Mr. Bienenstock spearheaded General Motors Corp.'s fast-paced strategy to sell its desirable assets to a "New GM" while its more-onerous assets wind down in bankruptcy court.
"In this cycle, so many situations are dire, like with retailers, that there need to be quick solutions," Mr. Bienenstock said. In Masonite's case, stakeholders had a reorganization plan in place even prior to the company's Chapter 11 filing. In the end, 161 senior secured lenders -- including Scotiabank of Canada and private-equity firms Centerbridge Partners LP and Oaktree Capital Management LP -- swapped more than $1.4 billion in debt for a collective 97.5% stake in a new company. No firm has more than a 20% stake in the new Masonite, though Oaktree and Centerbridge installed several board members.
Masonite chief executive Fred Lynch said the company is poised to use its clean balance sheet to make acquisitions. "Whenever you can de-lever the way we have through Chapter 11, it clearly puts you in a position to be on the offensive," Mr. Lynch said. "Our new investors have all expressed interest in growth organically and through acquisitions."
In other cases, investors are acquiring company assets in so-called 363 bankruptcy sales, which are named after a section of the Bankruptcy Code. In such sales, companies quickly auction assets and leave many liabilities behind. That makes the assets attractive to new owners. These auctions can raise legal challenges, with sellers accused of using the sale as a substitute for a reorganization plan requiring creditors' endorsement. But bankruptcy lawyers have generally cited such sales as "bulletproof," because they are difficult to undo once approved by a judge.
On Monday, Syms Corp. and Vornado Realty LP won an auction bid for the bulk of bankrupt Filene's Basement's assets, agreeing to pay about $63 million for the Boston-based company's inventory, stores and trademarks. A hearing was scheduled late Wednesday to approve the sale. In July, Bally Total Fitness Holding Corp. will appear in court to present a deal that would give lenders, including J.P. Morgan Chase & Co. and hedge fund Anchorage Advisors LLC, a 94% ownership stake. The deal cuts the company's debt by $660 million and, if approved, could wrap up the health club's bankruptcy trip in about nine months.
Masonite, the door maker, started racing in 2006 to restructure its operations as a rapid decline in the housing market dented demand for its products. It closed nearly two dozen facilities world-wide and slashed more than 6,000 jobs.
Masonite's global revenue fell 16.5% last year to $1.82 billion. As housing starts continued to fall, negotiations switched from modifying loan agreements to cleaning Masonite's balance sheet. By March, Masonite reached a deal with enough lenders to implement a quick reorganization in bankruptcy court.
"Debt is the new equity. There are tremendous opportunities for investors to really take control of, or purchase, companies at a very good price," said Jonathan Henes, a bankruptcy partner at law firm Kirkland & Ellis LLP who oversaw Masonite's restructuring. Creditors approved the plan about 85 days after Masonite sought Chapter 11 protection.
"In terms of deleveraging the balance sheet, and in terms of the absence of any serious disputes, and in terms of the vote, I haven't seen one like this in 10 years," said U.S. Bankruptcy Judge Peter J. Walsh during a May 29 hearing in Wilmington, Del.
Write to Mike Spector at mike.spector@wsj.com and Jeffrey McCracken at jeff.mccracken@wsj.com
Printed in The Wall Street Journal, page C1 |