Understanding Financial Restructuring · Successful turnarounds are based on addressing both...

UnderstandingFinancial

Restructuring

December 2018

What is Distress?

To learn more please visit: www.DCF-LLC.comwww.NTA-Riverbend.com

• At its core: a “distressed” business is simply one with “unsustainable operations”• This can be defined as: “the inability to generate consistent, positive cash flow

over a period of time relative to the financial obligations of the business”• Usually, this is discovered by the firm’s lender following a covenant breach, which

can push a relatively healthy business into distress, because of the lender’s abilityto shut down liquidity and force a liquidation of the business

• Temporarily unsustainable operations can be restructured or funded via:• Junior Capital (typically equity)• Working capital run-down• Excess revolver/term debt availability/capacity• Capital restructuring

• So the definition of a distressed business becomes: “a business with temporarilyunsustainable operations, in combination with inadequate liquidity, relative to theworking capital and debt service needs of the firm”

Causes of Distress

Causes of Distress

Copyright 2014. All Rights Reserved.

External Internal

Capital Structure / Leverage

Changes in Market Demand

– Housing market– Coal industry

Competition– New competition– Change in relative

competitive position– Brick and mortar retail vs.

online

Change in Costs– Adverse change in

commodity prices– Disconnect with customer

contracts

Poor Management– Not necessarily

incompetence but poorteam dynamic

Inadequate Financial Control

– Failure to identify decliningperformance and takeaction

High Cost Structure– Fixed costs may have

increased as a result of anattempted growth push

Loss of Talent– Or mis-alignment of

resources due tomanagement changes

Poor Marketing– Lack of focus on selling and

marketing efforts

Big Projects / Acquisitions

– Poor integration– Distraction from core

competencies– Drain on financial

resources


The Distress Decline Curve

83

Success Factors for Complex Restructuring

Then the most dangerous crisis will take effect, the liquidity crisis. In this respect,the scope of action is limited; ass early as 2005, the BGH (Federal Court of Justice– Bundesgerichtshof) decided: Anybody not being able to pay debts due is con-sidered to be insolvent. In such an event, the affected company has either torestore solvency within three weeks or to file for insolvency. Insolvency has to beproven by the cash and debt position.

The short deadlines already show how dangerous the situation is: it is gettingmore difficult for companies to settle loan claims, suppliers ask for advance payments, loan insurers cut the limits, the lessor threatens with termination,leasing contracts are in danger, etc. In such a situation, professional consultantsmay already contact individual contractual partners in parallel to the actual preparation of an appraisal report: Only somebody who is able to signal trust ina convincing manner may calm the situation so that there will be at least achance of completing the analysis and implementing the required measures. Insuch a situation, practitioners are needed who exactly know, based on manycases of restructuring, how to address the problem and which issues have to betaken into account.

Course of a company crisis Fig. 2Pr

obab

ility

of c

ontin

uanc

e

Stake-holder crisis

Source: bdp-aktuell.de

At the beginning of a company crisis there is a stakeholder crisis, or strategically wrong decisions were taken. However, measures areonly taken in case of a success or liquidity crisis.The probability of continuance decreases overthe course of the time.Strategy

crisis

Success crisis

Liquiditycrisis Insolvency

maturity

time

Usually Where an advisory is brought in


Path of a Turnaround or Restructuring

Paths of a Turnaround or Restructuring


Time

Non-Crisis

Crisis

Sustainable Recovery

Mere Survival

Short-Term Survival

Failed Turnaround

InsolvencyFinancial Position

Turnaroundstrategies adopted

The transition to a Crisis can take weeks, months or years depending on many factors, such as:– the industry– the degree of indebtedness– the availability of capital– the nature of the causes of poor performance

Source: Corporate Recovery: Managing Companies in Distress, by Stuart Slatter & David Lovett To learn more please visit: www.DCF-LLC.comwww.NTA-Riverbend.com

The Impact of Distress on Valuation

6

Overview – distress impacts asset valuation

Liquidation v. Enterprise Value

Enterprise ValuePartial Breakup Value

The short answer to reorganize or liquidate:• When the value of assets exceeds the cash generating capacity, the

assets should be liquidated.

• Consider a partial break-up as an alternative to outright liquidation to

maximize value.

AssetLiquidation

Value

AssetLiquidation

ValueCashFlowValue

PartialCashFlowValue

Liquidation Value

PartialLiquidation

Value CashFlowValueAsset

LiquidationValue

• The key is actual value versus expected value


Four Key Objectives of Turnaround Process

Turnaround Process - Four Key Objectives


Successful turnarounds are based on addressing both strategic and operational issues and by doing so, creating a new EBITDA engine. Only then can a new financial structure be put in place to match the new EBITDA engine.

4. Resolve Future Funding

2. Rebuild Stakeholder Support1. Take Control of the Situation

3. Fix the Business

• Financial restructuring• Strategic focus• Organizational change• Critical process improvements

• Crisis stabilization• Leadership

• Stakeholder management

Phases of the Turnaround Process

Four Key Objectives

Survival Phase Stability Phase Growth PhaseGrowth PhaseSurvival PhaseSurvival Phase Stability PhaseStability Phase Growth Phase


Seven Essential Ingredients of Turnaround Process

The Seven Essential Ingredients


To achieve the key objectives, there are seven essential ingredients.

Seven Key Ingredients Generic Turnaround Strategies

Crisis Stabilization • Take Control• Cash Management• Working Capital Reduction• Asset Reduction• Short-term Financing• First-step cost reduction

Leadership • “Critical Mass” of New Thinking• Potential Change of Senior Management

Stakeholder Support • Communications

Strategic Focus • Redefine Core Businesses• Divestment and Asset Reduction• Product-Market Refocusing• Downsizing• Outsourcing• Investment

Organizational Change • Structural Changes• Key People Changes• Improved Communications• Building Commitment and Capabilities• New Terms and Conditions of Employment

Critical Process Improvements • Improved Information and Control Systems (“Management Accounting”)• Improved Sales and Marketing• Cost Reduction• Quality Improvements• Improved Responsiveness

Financial Restructuring • Refinancing• Asset Reduction


Restructuring Framework


Tools of the Trade

• Situation Analysis – What is the initial understanding of the problem?

• Capital Structure Analysis – Who has the leverage?

• Liquidation Analysis – Again, who has the leverage?

• Viability Analysis – Is this a viable business?

• Strategic Alternatives – Status quo, Amendment, Refinance, Restructure and Sell

• Debt Capacity Analysis – How much new equity is needed?

• 13-Week Cash Flow Forecast – Can the Company keep operating?

• Financial Assessment – Projections – Is there value in the business?

• Liquidity Analysis – How do we get thru the next month?

• Covenant Analysis – What are the limitations in the credit agreement?

• Business Plan Review – Is there a valid recovery strategy?

• Operations Improvement – Is more needed than a financial restructuring?

• Bankruptcy as Strategy – Can we motivate creditors to cooperate?

• Restructuring Proposal – What is the plan?

• Feasibility Analysis – Will the plan work?To learn more please visit: www.DCF-LLC.com

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Analytical Framework For Cash Flow Evaluation

©2002 ReeseMcMahon, L.L.C. 11

Analytical framework for cash flow evaluation

Historical Reconstruction Forward Projections Opportunities

RationalizationAdjustments

NormalizationAdjustments

SeparationAdjustments

Cash Flow Evaluation

RevenueEnhancement

Cost Reduction

Capital Redeployment

New customers existing productsNew products existing customersNew channelsNew pricingNew marketsNew product technologyChange focus of sales & marketing

New products existing methodsNew methods existing productsNew process technologyChange productionChange sourcingChange distributionChange sellingChange marketingChange administrationChange scale of operations

Reduce facilitiesReduce receivablesReduce inventoriesChange payables Reduce other assetsChange investment process

“Left Brain” “Right Brain”


Rebuilding the Past


Rebuilding the past

Reconstruct historical financials to reflect “left side” adjustments.

Unadjusted Historical

Rationalization Adjustments

Normalization Adjustments Separation

AdjustmentsValue added

Adjustment Layers

CashFlowValue

Observations:• Rationalization adjustments almost always add to value and can be very significant• Normalization adjustments usually add to value, but are often overestimated• Separation adjustments almost always subtract from value and are often underestimated

Change in value based on historical reconstruction

Value lost


Projecting the Future


Projecting the Future

Build on reconstructed historical to include “right side” adjustments.

ReconstructedHistorical

CostReduction

Value added

Adjustment Layers

CashFlowValue

Observations:• Cost reduction opportunities almost always add real value, but are often overestimated• Capital redeployment usually adds to value, but timing is usually underestimated• Revenue enhancements almost always are overestimated

Change in value over reconstructed historical

Capital Redeployment

Revenue Enhancements


Crisis Stabilization – Mechanics of a 13-Week Cash Flow

1) Crisis Stabilization – Mechanics of a 13-Week Cash Flow Projection

• Granular detail, “Direct” cash flow• Not GAAP cash flow statement (Indirect)• Not an “Excel model” but a comprehensive “process” that

must be used over an extended period of time– Must develop primary drivers of business and how to include in

model– Find historical data in accounting systems– Why . . . Why . . . Why . . .– Must be able to cost effectively pull actual results on a timely

basis from books for use in weekly variance analysis– Talk to management and staff not just at the top, but also

middle levels and “DOERS”

Copyright 2014. All Rights Reserved.To learn more please visit: www.DCF-LLC.com


Crisis Stabilization – Example 13-Week Cash Flow

1) Crisis Stabilization – Example 13-Week Forecast

Copyright 2014. All Rights Reserved.To learn more please visit: www.DCF-LLC.com


Restructuring Alternatives


Considerations of Constituents

Objectives of Selected Constituents - Understanding various constituents’ behavior and reactions to the Company’s situation is critical to developing an effective alternative that achieves the Company’s goals

Constituency Objectives

Company / Board

▪ Preserve financial liquidity and business value

▪ Maximize value for all stakeholders

▪ Minimize cost, management distraction, process duration, and execution risk

Shareholders

▪ Create greatest likelihood for maximizing equity value

▪ Minimize dilution to equity

▪ Seek transaction with greatest market impact

Secured Lenders

▪ Preserve liquidity

▪ Monitor collateral

▪ Seek compensation for facilitating liquidity and taking a greater risk

Bondholders

▪ Gain influence over any restructuring process through coordination with other holders

▪ Maximize investment returns (short-term or long-term)

▪ Bondholders will otherwise seek to marginally improve and protect the value of their position, since mostholders mark to market; this allows broad solicitations to be effective when there is not significantconcentration among few holders

▪ Assess impact of subordination agreement on recoveries

Customers/Suppliers/Employees

▪ Minimize operational disruption to Company

▪ Avoid compromise of collective bargaining agreements or trade terms

▪ Often encourage de-levering transaction


Definition of Insolvency

Bankruptcy Code Defines Insolvency as a Balance Sheet test:

• When the value of liabilities is greater than fair value of all of the

assets (where “Fair Value” is undefined)

Outside of bankruptcy, a Capital Adequacy test covers:

• The inability to pay obligations as they come due

Both definitions are applicable and meaningful to distressed companies

Either form of insolvency typically leads to liquidation, unless the

company can be turned around, restructured or sold in a reasonable

amount of time

To learn more please visit: www.DCF-LLC.com


Restructuring Threshold Questions



• Is the business worth saving?

• Is there a “Core” business to restructure around?

• Can the business be saved?

• Is the management team capable?

• Is the capital structure willing and able?

• Who is the “fulcrum security?”

• What level of new capital will be required to sustain thebusiness or finance a turnaround?

• Can a restructuring be accomplished out of bankruptcy court?

Understanding the Rules

Claims and Absolute PriorityA company’s indentures and/or the bankruptcy code ranks a company’s claims to determine the order in which claims or a “class” of claims will be paid, if there is not enough money to pay all claims in full (the “absolute priority” rule)

• Administrative claims

• Expenses for lawyers, bankers, accountants, etc.

• Priority claims• Employee wages (earned but not paid for up to 180 days) up to $12,475 per employee

• Taxes owed to state or federal entities

• Secured claims

• Only to the extent of the value of the collateral

• Unsecured claims• Trade claims

• Deficiency claims (unsecured lenders)

• Bondholders

• Contingent claims (lawsuits, lease damage claims, etc.)

• Equity interests• Preferred stock

• Common stock

This is Traditional Bank Debt


Negotiating With Creditors


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Negotiations with creditors

• Understand Creditors’ Motives

Negotiate with insight…fluid and company-specific processes

• Reduce loan exposure via reducing advance rates, commitments or establishing reserves

• Reduce “downside” versus enhance “upside”

• Push for additional collateral, especially when making accommodations, loan waivers

• Call a loan default and negotiate a forbearance agreement

• Require company to hire a turnaround consultant and develop, execute turnaround plan

• Do not underestimate the importance of credibility

• Understanding Creditors’ Motives• Reduce loan exposure via reducing advance rates,

commitments or establishing reserves

• Reduce “downside” versus enhance “upside”

• Push for additional collateral, especially when makingaccommodations, loan waivers

• Call a loan default and negotiate a forbearance agreement

• Require company to hire a turnaround consultant anddevelop & execute a turnaround plan

• Credibility is critical

Find the Fulcrum Security

• The fulcrum security is the highest-priority security in a capital structure to recover less than par value in a hypothetical restructuring

• Consequently, it is the one most likely to be converted into equity; and therefore, can be valued as an option on the equity of the restructured firm

• This is where “loan-to-own” investors look to invest in distressed companies• Knowing the fulcrum security often allows leverage to be applied to other constituents to get to

a successful restructuring

Liquidation Value of Assets 1st Lien Debt

Unsec. Debt

Equity

Fulcrum Security2nd Lien


Potential Alternatives

©2010 2

The typical scope of work will vary depending on the amount

of time available to complete the assessment and the amount

of detail/depth of analysis required to reach a conclusion. The

scope of work completed by the financial advisor in a strategic

assessment will typically include the following:

■ On-site visit and facility tour

■ Interviewing key management

■ Gathering information from company representatives

■ Utilizing projections created by management to analyze free cash fl ow (and developing upside and downside scenarios)

■ Identifying improvement opportunities to enhance value

■ Assessing the value of the company using various methodologies including:

i I precedent transactions ii I public company comparables iii I discounted cash fl ow iv I leveraged buyoutv I underlying asset value

Components of a Strategic Assessment ■ ■ ■

The analysis performed during a strategic assessment is generally

very detailed and meant to encompass all factors, both internal

and external, that influence the company’s future performance.

The crux of the advisor’s assessment will be an in-depth review

of internal/company-specific factors from both a qualitative and

quantitative perspective. Additionally, external factors will be

accounted for in terms of the overall economy, industry health,

financial markets, etc. Once all components have been analyzed,

conclusions and recommendations are derived as the various

available strategic alternatives and what the outcome will likely be

and how the various stakeholders are affected. Although strategic

assessments will vary depending on a company’s specific

situation, there are several key common areas of focus:

In terms of the quantitative analysis, facts are gathered relating

to the company’s financial performance that will illustrate if the

company is viable from a cash flow standpoint. Advisors will

spend a considerable amount of time concentrating in this area as

the conclusions drawn by the quantitative analysis will minimize

any subjectivity. On the qualitative front, one of the goals and

Pursue a Going Concern Sale

Invest Additional Capital

Refinance with Current / New

Lenders

File Bankruptcy and Pursue a Restructuring

LiquidateRestructure / Continue as a

Going Concern

Strategic Alternatives

Interference with Daily Operations HighLow

Distressed Middle Market Company

� Deep dive of historical and projected (pro forma) fi nancial performance

� Assessment of current and future booked business

� Cost structure / impact of restructuring efforts

� Asset base

� Valuation

� Operational strengths and weaknesses

� Product assessment

� Competitive advantages

� Assessment of key relationships with customers, vendors, and lenders

� Geographic presence

� Potential buyer universe

� Economic outlook

� Industry health

� Financial markets (equity, debt, and valuation trends)

� Raw material prices

� Geopolitical

Company Specifi c –

Quantitative

Company Specifi c –Qualitative

External


Strategic

SaleNew Equity

Issuance

PIPE Investment

Exchange

OfferRights

Offering

CH. 11. 363 Sale

Reorganize in CH. 11

Borrow More Secured Debt

Potential Alternatives

Illustrative Decision ProcessWhile enhancing financial liquidity is a key objective, it is also the means toward pursuing a more comprehensive solution. Having enough cash today does not preclude investigating alternatives such as those shown below, given the current situation and operating environment


Bankruptcy


Bankruptcy Overview

• Companies customarily seek protection under Chapter 11 of the Bankruptcy Code for one or more of the following reasons• Company faces a serious liquidity problem and requires breathing room to operate its

business and reorganize its capital structure (considerations include unsecured and trade debt versus secured debt)

• Company has made a strategic determination to restructure its business and utilize benefits of various statutory provisions of Chapter 11 to implement its restructuring plan often through a prepackaged or pre-negotiated reorganization plan

• Company has recognized serious going-concern or stand-alone operational issues and will use the Chapter 11 process for business combination or divestiture purposes (including, in some instances, liquidation)

• A catastrophic event has occurred and is reasonably foreseeable (i.e., mass tort, fraud, serious environmental problems) and the Company must immediately seek protection from creditors


Chapter 11 Alternatives

Pre-Packaged Pre-Negotiated "Free Fall"

▪ Company and creditors agree to a planof reorganization to bankruptcy filing

- Plan is both negotiated andsolicited prior to filing

- Allows company to enter Chapter 11with a consensual plan that is notsubject to further negotiation

▪ Plan of reorganization can beconsummated on an expedited basisafter filing

▪ Avoids operational/legal risks andadministrative expenses of a longChapter 11 case

▪ Low risk of rejection of plan by court

▪ Debtor negotiates with creditors prior tobankruptcy but does not solicit creditorapproval until after filing

▪ Dissenting stakeholders in bankruptcymay delay confirmation or block plan

▪ Dissent may inhibit Company fromimplementing business plan

▪ Debtor follows normal Chapter 11procedures

▪ Debtor has no agreement with its creditorsfiling and negotiates with creditors while inChapter 11

- Plan filed during pendency of case

▪ Typically longer timetable and higheradministrative costs than prepacks / pre-

negotiated filings


Bankruptcy Overview

• Characteristics of U.S. Chapter 11 Bankruptcies (frequently referred to as a “reorganization” bankruptcy)

• The U.S. Bankruptcy Code is pro-debtor in its approach• Debtor remains in control of business under a Chapter 11 filing and operates as a going concern on a

“business as usual” basis (“debtor in possession” or “DIP”). Differs significantly from receivership-style

bankruptcies common in many European countries

• The U.S. bankruptcy code is designed to give the debtor the opportunity to reorganize in a manner that maximizes value to all stakeholders and preserves jobs• Debtor benefits from a “stay” of all claims and litigation

• Debtor often receives post-petition “DIP financing” to ensure continued operations of business

• Debtor has 120 days from date of bankruptcy filing to file a plan of reorganization. If the debtor

shows progress toward formulating a plan, this period is customarily extended by the court

• Code allows debtor to reject contracts and leases that have unfavorable economic terms. Liabilities

arising from the rejection of leases are limited by the bankruptcy code

• Code allows for orderly asset sales. The court employs several procedures designed to stimulate a

competitive bidding process



Bankruptcy Overview

• Despite the benefits afforded a debtor by the bankruptcy process, bankruptcy can be expensive, litigious, and lengthy• Debtor pays for fees and expenses of all professionals subject to reasonableness standard

• Bankruptcy Code provides a forum for all stakeholders to be heard, resulting in potential for creditors to pursue litigation to extract “hold-up” value

• In contrast to a Chapter 11 “reorganization” Chapter 7 has as its primary end the liquidation of the estate• Business is shut down (not sold as a going concern as in a “Liquidating Chapter 11”)

• Trustee is appointed to locate and collect the property of the estate, to convert/reduce such property to cash and to make distributions to claimants in a prescribed order

• Debtor allowed to retain only “exempt” property

• Unpaid amounts on “dischargeable debts” are discharged

• In some instances, the Trustee may receive court authorization to operate the debtor’s business temporarily when doing so facilitates orderly liquidation


Bankruptcy Overview

Key Players in the Bankruptcy Process• Bankruptcy Judge

• U.S. Trustee

• The Debtor (in possession)

• Management

• Board of Directors

• Advisors

• Secured Lenders (if any) and their advisors

• Unsecured Creditors’ Committee and its advisors

• Equity Committee (to the extent there is a reasonable chance of recovery to thisclass of creditor)

• Unions

• Other parties-in-interest (landlords, taxing authorities, plaintiffs in litigation, etc.) and

their respective advisors


Bankruptcy Overview – Plan of Reorganization

PetitionAutomatic Stay

Continued Control by ManagementCommittees Form

Creditors’ MeetingPlan of ReorganizationDisclosure Statement

Voting and ConfirmationDischarge

Paying CreditorsDispute Resolution

Appeal


Overview of §363 Sales Process

• In addition to a plan of reorganization, Chapter 11 provides a forum for a

company to sell some or all assets free and clear of all liens and

encumbrances pursuant to a §363 sale process

• The filing of a “363” motion to sell assets places everyone on notice that the

Company’s assets are for sale and provides an opportunity for buyers to bid

and creditors to object; both are highly visible and objections are usually

resolved quickly

• To effect “363” sale, the Company only needs to substantiate a good

business reason for sale (e.g., that the business is deteriorating or that a

prompt sale is the best available means of preserving “going concern” value)

• In a sale of less than all assets, it is usually sufficient that the assets

are non-core




• Optimal vehicle to use when value of company is deteriorating rapidly

• Management can advance best interests of all stakeholders through the sale of

the debtor’s assets as a going concern

• The perception of the Debtor as having to sell assets may significantly depress price

that might be obtained for the business

• A “363” sale of all or substantially all of the Debtors’ assets requires support of

creditors whose money is at risk

• Makes it very difficult for those creditors who are “out of the money” to hold

up the process

• In general the court requires that:

• The Debtor has demonstrated good faith and the assets have has been

thoroughly shopped prior to filing

• Debtor’s assets are wasting or there are other compelling business reasons for

selling them

• “Fair” bidding process has occurred or is provided for in the proposed sale

process




Illustrative Timeline for Middle-Market 363 Process

Expedited Marketing

Process

Select Stalking Horse

Filing of Sale Motion

Bid Procedure

Competitive Bid

Deadline

Court Auction

Weeks 1-5 Weeks 6-7

Week 8 Week 11

Weeks 13-15

(competitive, but fast)

(typical)

(describes breakup fee, deposit

requirements and overbid amounts)

Closing



• Marketing process is similar to that for non-distressed companies, though time pressure may be greater

• Limiting the initial buyer universe can accelerate the process, although fewer bidders may result in lower initial bids

• In some cases, there are relatively few easily identifiable potential purchasers

• Bids are solicited from parties showing the greatest interest and ability to move quickly

• Often, it is advantageous to sign up a "Stalking Horse" bid which represents the starting point for the auction process (required in mostbankruptcy sales)

• Stalking Horse bidders often receive a break-up fee in the event their bid is topped

• Typically, Courts approve break-up fees of approximately 3%, plus the reimbursement of expenses

• After parties conduct due diligence, the most attractive bid is selected, and an Asset Purchase Agreement is negotiated and signed

• An Asset Purchase Agreement is subject to Court approval, which will typically not be granted in the face of a better offer

• The Stalking Horse bid and procedures for the auction are submitted to the Court

• The Stalking Horse bidder often influences the bidding procedure terms

• The procedures lay out deadlines and the rules for bidding (such as the minimum bid above the Stalking Horse bid and the biddingincrements)

• They define what qualifies a bidder to participate in the auction process

• Often, a bidder is required to prove financial ability to execute a purchase by disclosing sources of funding and paying a deposit

•

• The auction takes place according to the bidding procedures established by the Court

• Typically, the auction takes place after an initial round of bidding limits the participants

• During the auction, bids are evaluated and the best bid is determined

• An Asset Purchase Agreement is signed and submitted to the Court for approval

• Following Court approval and fulfillment of closing conditions, the transaction closes

Market Assets

Select Stalking Horse Bidder

Establish Bidding Procedures and

Approve Breakup Fees

Conduct Auction

Receive Court Approval

Close Transaction

Sale

s Pr

oces

s



• Exclusivity periods

• No shop provisions (exclusivity)

• Termination provisions

• Bidding Procedures – creditors may participate in approving such procedures• Minimum overbids• Qualification of bidders (expression of interest, ability to perform, etc.)• Submission of initial bids (use of stalking horse’s form of APA, deposit often

required, bids irrevocable, firm offers)• Possible to condition commitment to proceed on court approval of bid

procedures• Break-up or topping fees, expense reimbursement

• Accelerated auction process

• Credit bid of claims

• Quick court approval of saleTo learn more please visit: www.DCF-LLC.com


Understanding Financial Restructuring · Successful turnarounds are based on addressing both...

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