Executive Memorandum (EM) Guidelines

Prepare an executive summary of the papers that is only one page long.The assignment should be typed in Word, font size 11 double spaced, with minimum margins of 1?. The assignment needs to be high quality summary of the readings, reflecting your ability to write in a professional framework.

V O LU M E 2 4 | N U M B E R 4 | FAL L 2 0 1 2 In This Issue: Preserving Value by Restructuring Debt Seven Ways to Deal with a Financial Crisis: Cross-Country Experience and Policy Implications 8 Charles W. Calomiris, Columbia University, Daniela Klingebiel, World Bank, and Luc Laeven, International Monetary Fund Coming Through in a Crisis: How Chapter 11 and the Debt Restructuring Industry Are Helping to Revive the U.S. Economy 23 Stuart Gilson, Harvard Business School International Propagation of the Credit Crisis: Lessons for Bank Regulation 36 Richard A. Brealey, Ian A. Cooper, and Evi Kaplanis, A Proposal to Improve U.S. Housing Market Incentives: A Response to the Federal Reserve White Paper of January 2012 46 London Business School Michael A. Ehrlich and Ronald Sverdlove, New Jersey Institute of Technology, Charles F. Beauchamp, Middle Tennessee State University, Rawley Thomas, LifeCycle Returns, and Michael G. Stockman, MG Stockman Advisors LLC A Primer on Distressed Investing: Buying Companies by Acquiring Their Debt 59 Are Too Many Private Equity Funds Top Quartile? 77 Stephen G. Moyer, Distressed Debt Alpha, David Martin, Orix Corp., and John Martin, Baylor University Robert Harris, University of Virginia, Tim Jenkinson and Rdiger Stucke, University of Oxford What Happens During the Private Period?: Evidence from Public-to-Private Reverse LBOs 90 Sudip Datta, Wayne State University, Mark Gruskin, Penn State-Lehigh Valley, and Mai Iskandar-Datta, Wayne State University The Case for Secondary Buyouts as Exit Channel 102 Ann-Kristin Achleitner, Oliver Bauer, Christian Figge, and Eva Lutz, Technische Universitt Mnchen (TUM School of Management) Do Private Equity Funds Increase Firm Value? Evidence from Japanese Leveraged Buyouts 112 Tsung-ming Yeh, Akita International University CDS and the Resolution of Financial Distress 129 Stephen J. Lubben, Seton Hall University, and Rajesh P. Narayanan, Louisiana State University A Primer on Distressed Investing: Buying Companies by Acquiring Their Debt by Stephen G. Moyer, Distressed Debt Alpha, David Martin, Orix Corp., and John Martin, Baylor University* cquiring control of a company typically involves buying the firm's equity and then assuming its liabilities. For example, when Chevron purchased Atlas Energy in February of 2011, it paid Atlas's shareholders $46.53 per share for their stock and assumed the firm's debt. The net result was that Chevron paid $3.2 billion in cash and assumed $1.1 billion in net debt1 to complete the transaction. But it is possible to acquire control of a company without paying anything to its current equity holders when the firm is financially distressed and having trouble meeting its debt obligations. In such circumstances, the value of the firm often drops to the point that its equityand possibly the value of other securities in its capital structurecould be wiped out entirely if the firm files for bankruptcy or gets restructured outside of court.2 The process of acquiring control of a firm's assets by investing in its debt prior to or during a restructuring of its capital is known as distressed or \"vulture\" investing.3 Distressed investing can also be thought of as a form of \"value investing.\" Both value and distressed investors buy the securities of firms that they feel are undervalued. However, unlike value investing, where the returns arise through an appreciation of the purchased security in its original form (e.g., shares of stock), in distressed investing the returns often come from securities that are received in exchange for the ones originally purchased (for example, common stock received in exchange for debt purchased in the distressed firm). The term vulture investor, which was popularized by Hillary Rosenberg in her book The Vulture Investors, comes from the notion that the investor \"preys\" on the distressed firm in hopes of gaining control over all or a portion of the firm's assets at a bargain price. In this setting, it is not hard to imagine why the atmosphere in which vulture investments are made is frequently contentious, especially since some of the security holders of the distressed firm face the prospect of losing some or all of their investment. These \"battles\" are usually waged among competing groups of experienced institutional investors who have purchased the various claims at prices they thought were attractive at the time of purchase and the process can be a zero-sum game where some investors clearly lose. As a result, many distressed investors have garnered a well-deserved reputation for being ruthless. Well-known distressed investors include Leon Black, Martin Whitman, Marc Lazary and Carl Icahn, as well as a growing list of private equity firms.4 However, many people may be surprised to learn that mild-mannered Warren Buffett has long been an investor in distressed companies. For example, Berkshire bought $255 million of senior, unsecured notes of Seitel, Inc., a provider of geological data to oil companies, in the hopes of gaining control of the firm, which was in bankruptcy at the time. But the planned takeover failed when Seitel was able to repay the notes preventing Berkshire from gaining control of the firm.5 There is nothing inherently wrong with distressed investing. In fact, distressed investors are a critical component of the U.S. capital markets. When a company's distress becomes known, the ease with which corporate debt claims can be traded today means that the holders of the debt of a distressed firm change rapidly.6 The original lenders, who were presumably anticipating a relatively low-risk, performing debt instrument, are replaced by distress investors (hedge funds and other sophisticated investors) with the risk tolerance to participate in the restructuring of the firm. Viewed in this fashion, distressed investors are a valuable source of liquidity that enables the original investors or lenders to the company to sell their investments and reduce their * The views expressed herein are those of the authors only and do not represent the views of the institutions with which they are affiliated. 1. The term \"net debt\" refers to total interest bearing debt (short- and long-term) less the firm's cash and marketable securities balance. The reason for deducting cash and marketable securities from the firm's debt is based on the assumption that the firm could, if it chose to, reduce its debt by paying it down using these cash reserves. 2. For example, on November 29, 2011, American Airlines (AMR) filed for Chapter 11 bankruptcy and its stock closed trading at $0.26 per share, down from more than $8.00 a few months earlier. 3. The term vulture investing has been used in a broader context than discussed here. One of the more colorful involved the Fortress Investment Group which recently raised a $500 million fund to purchase life insurance policies which pay off when the original purchaser of the policy expires (Leslie Scism, \"Vulture Investor Battles for Death-Bet Payouts,\" Wall Street Journal (April 19, 2012)). 4. The list of distressed debt investors is long and growing, however, and some of the prominent players include Anchorage Capital Partners, Angelo Gordon & Co., Avenue Capital Group, Baupost Group, Canyon Capital Advisors, Cerberus Capital Management, Marathon Capital Management, Oaktree Capital Management, Silver Point Capital and Third Avenue Capital. Among firms that originally focused on classic private equity investments and that are also now active in the distressed investing market are Apollo, Carlyle, and Platinum. 5. http://www.nytimes.com/2003/12/30/business/company-news-seitel-investorsend-buyout-plan-by-buffett.html. 6. This point is made especially well by Donald S. Bernstein, \"Toward a New Corporate Reorganization Paradigm,\" Journal of Applied Corporate Finance 19, 4 (2007). A Journal of Applied Corporate Finance Volume 24 Number 4 A Morgan Stanley Publication Fall 2012 59 exposure to the often risky process of bankruptcy. And in so doing, such distressed investors also facilitate the restructuring of failed companies.7 In a widely cited article called \"The End of Bankruptcy\" that was published in 2002, the authors argued that (even back then) the majority of companies that experienced financial distress no longer entered bankruptcy.8 Moreover, as we discuss below, the companies that do enter Chapter 11 often have a prearranged plan to expedite the bankruptcy process. Thus, the traditional idea of a Bankruptcy Court as the principal forum where creditors, shareholders, and the board of directors negotiate the firm's future has been fading away for some time.9 Replacing the old administrated system is a market-driven process in which the distressed investor is a key player. In the pages that follow, we discuss a specific form of proactive distressed investingone that involves acquiring control of a firm's assets by investing in its debt prior to a restructuring event.10 Lack of awareness of the process by which creditors take control of distressed firms, the growing number of distressed investors, and the importance of the function they play in the economy are our principal motives for writing this paper. The paper is organized as follows: In Section 1 we describe the restructuring process in terms of three steps: valuation of the distressed firm's assets, development of a new capital structure for the distressed firm, and execution of the plan to gain control of the distressed firm and implement the new capital structure. Section 2 uses a hypothetical case study to illustrate the three-step process and the fact that distressed investing is more than a mechanical process or mere financial exercise. To navigate the three-step investing process successfully, distress investors must consider a host of legal, financial, and behavioral problems. Section 3 examines the potential for profits from distressed investing in the context of our hypothetical example. The purpose of this discussion is to explore the risk-reward proposition of distressed investing. Section 4 provides a discussion of the factors that conspire to make successful distressed investing difficult. The potential profits from distressed investing come out of various structural and behavioral aspects of the market and the complexity encountered in both valuing the distressed firm and constructing and executing a successful restructuring plan. 7. Bernstein (2007), cited earlier, points out that the revision of bankruptcy law that came with the Bankruptcy Code Act of 1978 was a critical element in the move toward a market driven restructuring process as creditors can now achieve a bargained for, as opposed to a litigated, resolution of the firm's financial distress. 8. Douglas G. Baird and Robert K. Rasmussen, \"The End of Bankruptcy,\" Stanford Law Review 55, 3, 2002, pp. 751-52. 9. Baird and Rasmussen, in a study of a sample of companies that emerged from bankruptcy in 2002, documented that only 24% of these bankruptcy filers did not have a plan in place to reorganize the firm at the time of the firm's bankruptcy. This compares to 88% of the filers during the 1980s. See Douglas G. Baird and Robert K. Rasmussen, \"Chapter 11 at Twilight,\" Stanford Law Review 56, 3, 2003, pp. 673-699. 10. There are other reasons for investing in the debt of a distressed firm by investors who do not seek control of the company. Most simply, if the distressed investor believes that the restructuring will ultimately be successful, then purchasing the firm's debt at distressed prices prior to the restructuring can be a way to participate in the value gains 60 Journal of Applied Corporate Finance Volume 24 Number 4 The Three-Step Restructuring Process The objective of the kind of distressed investing we will be considering here is to acquire the post-reorganization equity of a distressed firm at a discount by purchasing what the distressed investor hopes are undervalued debt claims. We discuss the process of gaining control of the equity of a distressed firm as a three-step process. Step 1: Value the underlying business/assets of the firm. The fundamental question that must be answered first is, what is the value of the firm's assets? This value determines to a large extent which of the firm's creditors will be entitled to receive a partial or full recovery. That is, which creditors are \"in the money.\" Their recovery could be in cash, new securities, or some combination thereof. For example, if the firm's assets are estimated to be worth $100 million and it has outstanding senior debt claims of $150 million as well as more junior preferred and common equity, then it is likely that only the senior debt claims will receive any recovery. Based on the numbers, this recovery will only be for a portion (66%) of the face value of their claim; and unless the company is being liquidated, the senior debt will probably receive new debt or equity securities rather than cash. The last creditor tranche or group that receives anything in the restructured firm is commonly referred to as the \"fulcrum security,\" since the owner(s) of this tranche11 of securities tends to gain control of the restructured firm's equity through the restructuring process.12 To simplify our discussion we will refer to the \"fulcrum security\" as a single tranche of a firm's debt. In practice the fulcrum security is the tranche or tranches that will receive all or a majority of their recovery in the form of the post-reorganization equity. It is the fulcrum security owners that then will control the equity of the restructured firm. Step 2: Determine the appropriate capital structure for the restructured business. Step 2 addresses the issue of how to \"resize\" or best capitalize the business, given that in most cases some business or economic challenge has caused the business to decline in value relative to where it was when the firm was originally financed. A number of considerations, both financial and political, will be factored into the appropriate capital structure of the restructured firm, and this will in turn affect the identification of the fulcrum security and of the restructuring. This is a form of passive investing whereby the investor does not seek an active role in the restructuring process but hopes to benefit from the actions of other, more-active investors. 11. The term tranche (French for slice) as it is used here refers to a collection of securities that share the same recovery priority. That is, the most senior tranche might consist of a firm's secured debt; the next tranche might include unsecured debt, and so forth. 12. There are circumstances where the majority of the post-reorganization equity does not go to the owners of the fulcrum security. For example, consider a company that has $100 million of secured bank debt, $100 million of unsecured bonds, and no other securities other than its equity. If the firm were valued at $101 million dollars, the recovery waterfall (discussed infra) would technically end within the unsecured bond tranche; however, the majority of the equity would likely go to the secured bank debt. A Morgan Stanley Publication Fall 2012 the form or type of recovery that the various \"in the money\" constituencies of creditors will receive. From a financial perspective, the firm's \"debt capacity\" might be viewed as the upper limit of how much debt should be left on the firm. Although maximizing leverage is often one approach to improving potential equity returns, it obviously increases risk and thus the parties to the restructuring may view a less levered capital structure as more appropriate. For example, in the 2001 restructuring of the Washington Group, an Idaho-based engineering and construction services firm, the creditors believed that reducing or eliminating the perceived risk that the firm might default in the future was so critical to winning future business and obtaining project bonding that the restructured entity initially had no long-term debt.13 The post-restructuring debt level may also affect which pre-restructuring tranches will receive debt versus equity in the restructuring. 14 Those that receive equity become the new owners of the firm and their pre-restructuring debt tranche is the fulcrum security. A distinctive feature of distressed investing is that the new equity is typically created by the conversion of the fulcrum tranche(s) of the firm's debt into ownership of a majority of the firm's equity.15 As a result, the distressed holders of that debt will assume control of the firm's equity and hence control the restructured firm's assets. Step 3: Execute the restructuring plan. In this step, the company's pre-reorganization capital structure is replaced by the new capital structure derived in Step 2, either through a bankruptcy or an out-of-court process. In the restructuring process, holders of the company's securities are distributed something of value in satisfaction of their claim, unless their securities are deemed worthless or \"out-of-the-money,\" in which case they are then either \"wiped out\" in a bankruptcy process or materially diluted in a voluntary exchange. As we noted earlier in Step 1, the distribution can include cash, securities (debt or equity), or some combination of the two. In certain situations, the distressed firm may raise new capital by borrowing or issuing new securities in the capital HomeMax was a late-2003 leveraged buyout by Train & Co. (Train), a well-regarded private equity investment firm, which purchased HomeMax just as the recovery from the 2000-2002 recession began to accelerate. Train paid $562.5 million for HomeMax, which in 2003 generated $75 million in earnings before interest, taxes, depreciation, and amortization (EBITDA) on revenues of $500 million. The price paid by Train represented a valuation multiple of 7.5 times (in the industry, and hereafter in this article, this is expressed as \"7.5x\") EBITDA, which was in line with where retailers were being valued at that time.17 Train financed the acquisition, which included approximately $75 million of assumed liabilities, with $200 million in secured bank debt, $100 million in senior notes, and an equity contribution of $262.5 million. Summary data for the leveraged acquisition are set forth as in Exhibit 1. Initially, the acquisition appeared to be a stroke of genius. As the economy recovered and housing expanded 13. There are many examples of situations where post-reorganization capital structures contained less debt than what might be argued to be the firm's theoretical debt capacity based on projections. A very recent case involved the proposed reorganization of Hawker Beechcraft Corporation, where the proposed reorganization contemplated only $400 million in debt compared to the firm's prior approximately $2.4 billion in debt. However, given that prospective customers of the aircraft manufacturer are going to be very concerned about its long-term viability as this would impact the outlook for future maintenance and part availability, it was likely deemed prudent by the various parties to have an \"under-leveraged\" company that would implicitly convey to customers that the risk of future financial difficulties was very small. 14. In many cases it may be that recoveries will include both new debt securities as well as equity. So it may be more accurate to say that the post-restructuring debt level may impact the composition of the recovery in terms of cash, new debt or new equity rather than suggest it will determine a single form (e.g., debt or equity) of recovery. 15. In some situations, in addition to \"equitizing\" some of the firm's existing debt the distressed investor will also invest new capital, typically structured as equity or a junior security convertible into equity, in order for a potentially cash-strapped firm to accomplish certain operating objectives. 16. In some circumstances some of the cash raised is retained by the company in order to fund the business going forward. However, it is often the case that when thirdparty capital is raised during a bankruptcy it is to be used for exit financing to pay off an onerous debtor in possession (DIP). In the most recent cycle, it was relatively more common to raise exit financing type capital from existing participants in the capital structure via a rights offering rather than using the capital markets. 17. We assume that the reader is generally familiar with the basic process of corporate valuation using the enterprise value (EV) to Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) approach. Under the EV/EBITDA approach, the EV (which in simple terms is a company's net debt plus the market capitalization of its equity) of a company is compared to its EBITDA and a ratio is developed. At its base, the method uses a \"relative to peers\" methodology that assumes that companies in the same industry (and hence their future cash flow generation capability face a similar set of risks) should be valued somewhat similarly. If the investor believes the prospects for widget manufacturing are likely to improve for some reason and wants to invest in a widget manufacturer, the investor might perform a peer EV/EBITDA analysis and determine how the existing market values several widget makers. Assume Widget Companies A, B & C had EV/EBITDA ratios of 5.2x, 7.7x and 6.8x, respectively. If all things were equal (which they never are but is always the fictitious assumption made) then the investor would be most attracted to A because its future cash flows are selling for less than those of B & C. In simple stock market parlance, the EV/EBITDA relative value approach is similar to the Stock Price/EPS (Earnings per Share) multiple valuation approach. If Widget Companies A, B & C had stocks that traded at EPS multiples of 13x, 18x and 16x, then all things being equal A's stock appears cheaper because you are paying rela- >> Journal of Applied Corporate Finance Volume 24 Number 4 markets. Such capital is typically used to repay some of the claims of the pre-restructuring creditors.16 Under the scenario where no capital is raised through the capital markets, the firm's pre-reorganization creditors will receive newly issued securities (which can include debt, equity, or some combination) in satisfaction of their claims. Illustrating the Distressed Investing Process HomeMax Inc. Since distressed investing can be extremely complicated, we use a hypothetical company named HomeMax Inc. to illustrate the process. HomeMax is financially distressed and facing the prospect of bankruptcy or an out-of-court restructuring (i.e., workout). The firm was a successful regional home supply retailer operating in the prosperous northwestern U.S. Although it competed with Home Depot and Lowes, it successfully differentiated itself by targeting upscale customers with higher-end appliances and fixtures in combination with superior interior design services. The HomeMax Story: A Path to Financial Distress A Morgan Stanley Publication Fall 2012 61 Exhibit 1 Summary Data for Acquisition of HomeMax 2003 Operating Performance Revenue COGS Operating Income Sell, Gen. & Adm. Exp. Depr. & Amor. Exp. ($MM) $500.00 350.00 Sources ($MM) 1st Lien Loan $200.00 Sr. Notes 100.00 ($MM) Cash $10.00 Accounts Receivable 20.55 $150.00 Assumed Liabilities 74.72 Inventory 61.64 $75.00 Equity Contribution 187.78 Goodwill 370.31 Prop. Pl. & Eq. 100.00 10.00 20.00 Earnings before Tax $45.00 Tax (14.40) Net Income $30.60 EBITDA $75.00 Interest Exp. Uses (Post Acqusition) $562.50 $562.50 Valuation Latest Twelve Months (LTM) EBITDA Valuation Multiple Acquisition Price $75.00 7.5x $562.50 at record rates, sales grew approximately 15% annually and Train's operating execution expanded its EBITDA margin (EBITDA/Revenues) from 15% to 19%. HomeMax began generating so much free cash flow that Train immediately started extracting dividends and, by the end of 2006, it had reduced its net equity investment to slightly over $100 million. Had it sold HomeMax at that time for the then going market multiple for retailers of 8.5x EBITDA, it might have generated an investment gain of approximately $800 million! But it did not. Instead, impressed with its investment acumen and buoyed by its still bullish outlook for the housing market, Train decided to make a significant acquisition to rapidly expand HomeMax into Northern Californiaa contiguous, and similarly upscale, geographic regionby purchasing HomeLux, a strategically similar home product retailer. HomeLux, in Train's view, was almost exactly like HomeMax in 2003, but with even more upside potential. In 2006 it generated $500 million in revenue but only $60 million in EBITDA, representing an EBITDA margin of 12% as compared to the 19% earned by HomeMax. Assuming Train could quickly integrate HomeLux's operations with HomeMax, they were expected to generate comparable operating results (if not improved results given the larger operating scale). So confident was HomeMax that it could realize significant operating synergies, it agreed to buy HomeLux for $540 million, representing a slight premium of 9.0x HomeLux's 2006 EBITDA of $60 million. After taking into account $70 million in assumed liabilities, HomeMax financed the transaction with $325 million in debt and a $145 million equity contribution (which was actually less than the dividends they had already extracted from HomeMaxso in a sense they were purchasing HomeLux with no additional investor capital). Summary data relating to the HomeLux acquisition is set forth in Exhibit 2. However, things did not go as planned. Integration issues hurt financial performance and required significantly more capital expenditures than budgeted. In addition, Train, like almost everyone else, had not foreseen the housing collapse in late 2007 and the significant recession that ensued. The enlarged HomeMax suffered revenue declines of 20% in 2008 and 15% in 2009, and the EBITDA margin collapsed to as low as 6%, resulting in moderately negative cash flow (see Exhibit 3). While this might have been financed with incremental secured bank debt, the banks had almost completely withdrawn from the market at that time and Train was forced to contribute incremental equity in 2009 and 2010 just to keep HomeMax solvent. tively less for a share of its future earnings compared to competitors B & C. Similarly, if the investor wanted a safe U.S. Treasury Bond and saw one 60-month maturity selling for a yield of 3.2% and another 58-month maturity selling for a yield of 3.4%, he would likely buy the 58-month maturity bond and so would other market participants until the price of the 58-month bond was bid up to the point that the bond yielded the same as, or slightly less than, the 60-month bond. In the Treasury market, the assumption of \"all other things being equal\" is fairly close to reality so one would expect pricing anomalies to be quickly arbitraged out of the market. In the valuation of companies, the industry might be similar but the strategies, management teams, brand strengths, etc. of all the competitors are typically somewhat different and thus valuation differences will persist because of investors' rational assessments of what those differences in fact imply about the future cash-generating capability of that particular company relative to its peers. 62 Journal of Applied Corporate Finance Volume 24 Number 4 HomeMax's Current Financial Condition Let's assume that it is now the first calendar quarter of 2012. After reviewing the performance data in Exhibit 3, it appears that the economy stabilized in 2011, HomeMax's operations improved significantly and, compared to 2010, its EBITDA increased by approximately 50% to $79.75 million during 2011. However, as shown in Exhibit 4, at the end of 2011, HomeMax's total debt is $625 million, giving it financial leverage of 7.8x EBITDA. This poses a serious problem for Train. Given HomeMax's slower growth outlook in general, and the mixed outlook for housing at the end of 2011, the market valuation multiple for firms like HomeMax had declined to 7.0x EBITDA, implying a total enterprise value for HomeMax of only $558 million A Morgan Stanley Publication Fall 2012 Exhibit 2 Summary Data for Acquisition of HomeLux 2006 Operating Performance Revenue COGS Operating Income ($MM) Sources $500.00 ($MM) Uses (Post Acqusition) ($MM) Addit'l 1st Lien $50 Cash 370.00 New 2nd Lien 150 Accounts Receivable 22.00 $130.00 New Sr Notes 125 Inventory 60.00 70 Goodwill 358.00 Sell, Gen. & Adm. Exp. 70.00 Assumed Liabilities Depr. & Amor. Exp. 10.00 Equity Contribution Interest Exp. 145 Prop. Pl. & Eq. - $ - 100.00 $540 $ 540.00 Earnings before Tax $50.00 Valuation Tax (17.50) Latest Twelve Months (LTM) EBITDA $ 60.00 Net Income $32.50 EBITDA $60.00 $ 540.00 Valuation Multiple 9.0x Acquisition Price Exhibit 3 HomeMax Post-Acquisition Operating Performance ($MM) 2007 2008 2009 2010 2011 $1,264.9 $1,011.9 $860.1 $868.7 $886.10 Operating Margin 354.2 253.0 215.0 217.2 239.25 EBITDA 139.1 70.8 51.6 52.1 79.75 47.0 47.0 47.0 47.0 47.00 Revenue Interest Expense Capital Expenditures Free Cash Flow 65.0 20.0 20.0 20.0 22.00 $27.1 $3.8 $(15.4) $(14.9) $10.75 -20.0% -15.0% 1.0% 2.0% % Change in Revenue Operating Margin 28.0% 25.0% 25.0% 25.0% 27.0% EBITDA/Revenues % 11.0% 7.0% 6.0% 6.0% 9.0% (i.e., 7 x $79.75 million). Since HomeMax's total debt is $625 million, Train is materially \"under water\" (i.e., it has lost all of its equity investment). Putting Train aside, HomeMax also has a looming liquidity problem because both its firstand second-lien secured notes (hereinafter referred to as \"1L\" and \"2L,\" respectively) mature at the end of the current year (December 31, 2012). Furthermore, HomeMax's bankers have advised the firm that it is very unlikely that these notes can be refinanced for at least two reasons: First, the 1L and 2L debt in aggregate represent $400 million, or 5.0x leverage, which is significantly more than the 3.0 to 3.5x leverage that lenders are willing to extend in the current climate. Second, the $100 million in senior notes that Train used to finance the original HomeMax buyout in 2004 are maturing in 2014. This is a problem because even if a lender could be found to refinance the maturing 1L and 2L debt, they would be reluc- tant to do so because, in just two years, HomeMax will face another refinancing challenge: Right now it looks like there is not sufficient enterprise value to cover the senior notes (i.e., HomeMax's enterprise value is only $558 million compared to its total debt of $625 million), and so those notes (collectively, the senior notes due 6/30/14 and the senior notes due 9/30/15) now appear impossible to refinance. In other words, even if the secured debt is refinanced, a restructuring or bankruptcy shortly thereafter is a significant risk and few lenders, even distressed investors, like to assume that much risk and uncertainty. This would be particularly true in HomeMax's case. A close examination of its balance sheet in Exhibit 4 shows that tangible assetsthe kind of assets that in the worst case liquidation scenario a secured creditor would seize and sellamount to only $414 million (i.e., total assets less goodwill),18 barely more than the $400 18. Under GAAP this figure will usually be presented on a historical cost (less depre, ciation for depreciable assets) basis. In general, creditors will assume that in a liquidation items like inventory and store fixtures will likely realize significantly less than their GAAP carrying value. So a prospective lender would likely assume that the tangible asset collateral would be worth far less than \"book\" value which would only magnify the potential risks of making a loan when the risk of a future bankruptcy was significant. Journal of Applied Corporate Finance Volume 24 Number 4 A Morgan Stanley Publication Fall 2012 63 Exhibit 4 Summary Balance Sheet and Capital Structure Detail Panel A Summary Balance Sheet Data 2007 2008 2009 2010 2011 Cash $23.3 $19.3 $23.5 $17.2 $28.6 Accounts Receivable 76.2 61.0 35.3 38.1 36.4 173.3 Inventory 235.7 153.2 119.0 109.2 239.5 Property, Plant and Equipment 257.2 251.5 246.3 241.7 Goodwill 728.3 728.3 728.3 728.3 728.3 $1,258.3 $1,295.7 $1,186.6 $1,144.2 $1,142.0 $231.0 $269.7 $174.6 $145.4 $137.4 625.0 625.0 625.0 625.0 625.0 856.03 894.68 799.56 770.45 762.42 Total Assets Accts. Payable Total Debt Total Liabilities $402.3 Liabs & Owners' Equity $401.0 $387.1 $373.8 $379.6 $1,258.3 Equity $1,295.7 $1,186.6 $1,144.2 $1,142.0 Panel B Capital Structure at Year End 2011 ($MM) EBITDA = Instrument 79.75 Marker Price Leverage Multiple 2 Amount Leverage Multiple 1 1L Bank Debt due 12/31/12 250.0 3.1x 100% 3.1x 2L Bank Debt due 12/31/12 150.0 5.x 92% 4.9x Sr. Notes due 6/30/14 100.0 7.8x 56% 6.6x Sr. Notes due 9/30/15 125.0 Total Debt 625.0 1 Market prices estimated. 2 Leverage at market price calculation assumes more senior tranches are paid off at par. million in aggregate 1L and 2L debt. So Train and HomeMax have a problem. Enter the Distressed Investors None of HomeMax's travails will have gone unnoticed by the distressed investor community. Exhibit 5 shows the projected value of HomeMax's various debt tranches over time. The methodology used to derive these estimates is roughly the same as investors would employ in trying to establish the value of the various debt tranches. First, as discussed above, the investor would estimate the enterprise value of HomeMax using recent and expected future operating performance and current market valuation metrics.19 Then this valuation would be compared against the capital 19. We do not claim that the valuation multiples are representative of valuations during the periods in question, but they are, in our view, plausible given the economic environment at the time. For a more general discussion of the impact of changes in the business cycle on analysts' valuation estimates see Aswath Damodaran, Ups and Downs: Valuing Cyclical and Commodity Companies (Stern School of Business, New York University September 2009); andTim Koller, Mark Goedhart and David Wessels, Valuation: Measuring and Managing the Value of Companies, 5th Ed, (Hoboken, NJ: John Wiley & Sons, 2010). 20. Under the \"absolute priority\" doctrine of the U.S. Bankruptcy Code (BRC), as encapsulated in 1129, recoveries are distributed by priority of class. For example, first the 1L secured loans are paid in full, then the 2L notes until paid in full, then the Senior Notes and, if anything is left over, then the equity. This is sometimes referred to as the recovery waterfall: the recovery bucket of a more junior class does not receive any water 64 Journal of Applied Corporate Finance Volume 24 Number 4 structure, in priority of recovery,20 to estimate the recoveries that could be expected if the company were forced to file bankruptcy at that time.21 The volatility of HomeMax's EBITDA and the related valuation may appear startling. However, many enterprises can have drastic swings in operating performance, and what has been modeled here, while severe, is not implausible.22 When investors confront such volatilityparticularly the original lenders who were hoping for a reasonably certain return of capital as their primary investment scenariothey understandably become concerned about the viability of highly leveraged businesses. This is what creates the opportunity for the distressed investor. But it is obviously not a risk-free endeavor. For example, in 2009 when HomeMax (value) unless there is enough water to entirely fill the more senior bucket and then value spills over into the more junior bucket. [format inconsistent] 21. Most distressed investors approach an analysis of prospective recoveries fairly conservatively given that there are many risks associated with a prospective bankruptcy. In addition, unless the distressed investor has high conviction about the macroeconomic environment they will likely also be conservative on this front. 22. The main driver of the decline was a 20% decline in sales, which is not unheard of for retailers. For example, during the decade beginning in 2000, Home Depot (HD) experienced double-digit annual changes in sales in seven of ten years with sales increasing by 19% in 2001 and falling by 14% in 2008. Faced with a decline in revenues and an inability to immediately adjust overhead, a 5% decline in operating margins is not uncommon. A Morgan Stanley Publication Fall 2012 Exhibit 5 Projected Recovery Values of Debt Tranches ($MM) 2007 2008 2009 2010 2011 $139.14 $70.83 $51.61 $52.12 $79.75 7.50 6.00 6.00 6.50 7.00 $1,043.53 $425.00 $309.65 $338.80 $558.24 250.00 250.00 250.00 250.00 250.00 Value for more Junior Creditors ($MM) $793.53 $175.00 $59.65 $88.80 $308.24 2nd Lien Loan Amount ($MM) $150.00 $150.00 $150.00 $150.00 $150.00 100% 100% 40% 59% 100% Value for more Junior Creditors ($MM) $643.5 $25.0 $(90.4) $(61.2) $158.2 Senior Note Amount ($MM) $225.0 $225.0 $225.0 $225.0 $225.0 100% 11% 0% 0% 70% EBITDA ($MM) Valuation Multiple Enterprise Value ($MM) 1st Lien Loan Amount ($MM) Estimated Recovery Estimated Recovery % incurred almost $15 million in negative cash flow (Exhibit 3) and it was very unclear that the housing market had bottomed, its viability would have certainly been in question. The recovery implications of the volatility in enterprise value observed in Exhibit 5 are illustrated graphically in Exhibit 6 as a \"waterfall\" recovery analysis. The notion of the waterfall is a euphemism for the value that is available to fund the recovery of the money owed by HomeMax to its various classes of creditors. In 2010, for example, while there appeared to be sufficient value to \"cover\" 100% of the 1L debt, it was enough to cover only 60% of the 2L debt, and none of the Senior Notes. Thus one would have expected that the trading value of the 2L debt to have been in the 50s or lower (since a distressed investor who believes the recovery value is 60 will have to bid less in order to make a profit). The Senior Notes would trade at even larger discounts perhaps between 10 and 25% of par. Why would anyone be willing to pay 20 for notes that appear to have no recovery value? There are several reasons. First, the investor would consider the probability of getting one or more years of the 10% coupon. If the investor thought it was reasonably likely he would receive one year of coupons, then his effective net cost would be reduced to 10. If the investor thought HomeMax would pay the coupon for two years, then he would recoup his investment and yet still have a claim that effectively represents substantial option value if HomeMax recovers. Second, the distressed investor would consider what Train might be willing to do. As of 2009 or 2010, Train was clearly out of the money based on the valuation. But if Train believes that HomeMax's operational challenge is due simply to a cyclical downturn in the economy, then Train may be willing to inject additional equity to preserve their option value. After all, the negative cash flow of $15 million in 2009 is only Journal of Applied Corporate Finance Volume 24 Number 4 6% of the $250 million Train has investedwould they be willing to invest additional capital to extend their option? In addition, the distressed investor would recognize that Train inherently has better information about the situation, regardless of the amount of research effort the distressed investor devotes to the investment. Do they see ways of cutting more costs rapidly? Are most of the stores cash flow positive with a few that have serious problems? If so, would shutting down the weak performing stores solve the problem? At the extreme, the skeptical investor may wonder whether reported results represent the \"best\" Homemax can do, or whether a number of subtle revenue deferral or expense acceleration techniques have been used to \"sandbag\" performance in an effort to scare investors. Another possibility the distressed investor might contemplate is whether Train might decide to start buying the Senior Noteswhich as we will see when we discuss a restructuring shortly, could be another strategy for Train to continue its equity participation in HomeMax. If Train becomes a big buyer of the Senior Notes, they may push up the price to say 30, and the distressed investor who purchased at 20 might sell and walk away with a quick 50% profit (plus any coupon income). So depending on how savvy, aggressive, and/ or committed the distressed investor believes Train to be, there are several potential scenarios that could benefit a deeply discounted investment in the unsecured notes. The Restructuring Dynamic After our little exercise in time travel back to 2009 to better understand the thought process of the distressed investor, let's return to the beginning of 2012 and examine the challenge facing HomeMax. As mentioned above, HomeMax/Train has been advised by their bankers that it will be impossible to refinance the 1L and 2L debt maturing at the end of the A Morgan Stanley Publication Fall 2012 65 Exhibit 6 HomeMax Waterfall Recovery Analysis $ Millions 700 Capital Structure 650 600 2008 Enterprise Value Equity Recovery Total Loss 2009 Enterprise Value Recovery Total\\ Loss 550 500 $225 Partial Sr Notes Loss Covered 400 350 $150 300 2L Debt $425 million 250 200 $250 100 Covered IL Debt 150 $310 million Total Loss Recovery Total Loss 450 2010 Enterprise Value 2011 Enterprise Value Recovery Total Loss Total Loss $558 million Partial Partial Loss Covered $329 million Loss Covered Covered ` Covered Partial Loss 50 - year. Practically speaking, the logical course for the parties is to attempt to negotiate a voluntary restructuring with the existing creditors and, if that proves unsuccessful, to file for bankruptcy when the secured debt matures and non-payment causes a default. To understand this, we will first explain the economic/ negotiating position of each of the parties to the negotiation. Given the colorful and sometime vitriolic personalities of some distressed investors, one might get the impression that restructurings are determined by who yells the loudest or makes the most outlandish threats. But as a practical matter, the parties are sophisticated and rational, and thus the resolution will generally turn on the legal and economic leverage of the various parties involved. The OwnersHomeMax/Train Why would HomeMax/Train (we group these together because Train, HomeMax's owner, will effectively be making the decisions even though technically the HomeMax board of directors will be the explicit actor) see it as in their best interest to negotiate a voluntary restructuring? The economic answer is that voluntary restructurings are much less expensive than bankruptcyin both direct and indirect costs.23 So at one level, it's just a matter of economic efficiency. However, Train will view itself, even though it is underwater in the current market context, as having option value in its equity stake. In particular, given that HomeMax's operations seem to be improving, Train could reasonably believe that if they could just hold on for a couple more years, HomeMax's value could return to its 2007 level and Train would once again have a profitable investment. So Train will be interested in a voluntary restructuring so long as it retains an amount of equity value that is comparable to, or better than, what it might receive in a bankruptcy. If the creditors are dogmatic and refuse to give Train any equity value, then Train may view itself as better off in a bankruptcy where perhaps they can delay the process and hope that continued improvement in the general economy will lead to a higher market valuation at the end of the Chapter 11 reorganization process. Specifically, if the bankruptcy filing isn't until the end of 2012, and it takes at least a year to go through the process, then Train will argue that HomeMax should be valued with reference to the outlook in 2014, which could be materially better than today. If the creditors don't offer Train something, it has little or nothing to lose by pursuing this strategy. The Creditors How will the various creditor constituencies look at the situation? As a general matter, they also recognize that a voluntary 23. Direct costs include legal, accounting and other fees associated with a formal bankruptcy process. Indirect costs include such items as distraction of management time from the business or an outright deterioration in business performance as a result of the bankruptcy. 66 Journal of Applied Corporate Finance Volume 24 Number 4 A Morgan Stanley Publication Fall 2012 restructuring is less costly than bankruptcy, so they will prefer that approach as long as it leaves them at least as well off as if there was a bankruptcy. Secured Creditors Looking back to Exhibit 5, it seems fairly clear that HomeMax is worth well in excess of the $250 million owed to the 1L lenders. Consequently, the 1L lenders are in a fairly safe position and will likely not play a very significant role in the restructuring negotiations. The 1L lenders will be confident that in a bankruptcy they will recover full value so they will not accept anything less than this in the voluntary restructuring. All the parties will likely see it this way, so it will just be a \"given\" from the outset that any restructuring has to give the 1L's full value. But this could mean either finding funds (a new third-party loan, or new loans from the other creditors or Train) to have the 1L paid off, or negotiating a loan extension that the 1L lenders, in their discretion, find attractive and would voluntarily accept. What will be the perspective of the 2L creditors? Based on the assumed 2011 valuation of $558 million (Exhibit 5), it is fairly clear that the 2L lenders would enjoy a full recovery in a bankruptcy and thus they too will approach the voluntary restructuring with the view that they should get at least a full recovery. However, the 2L creditors are in a very interesting position because of the debt capacity issue discussed earlier. The impetus for the restructuring is the fact that the capital markets will not refinance all the secured debt. Assuming new lenders might provide $275 million in new secured loans (approximately 3.5x 2011 EBITDA of $79.75 million), the $250 million of 1L debt could be refinanced, but only $25 million of the 2L's $150 million outstanding amount could be refinanced. So the holders of the 2L, which we will assume contain some new distressed investors that purchased notes at a discount, will recognize that they must accept equity because that would be the likely outcome in a bankruptcy. Of course, from the perspective of the distressed holders, this was likely their strategy all along. Indeed, they might be disappointed that HomeMax operations improved so quickly because if 24. Bankruptcies are expensive for a myriad of reasons, the most prominent of which are the retention of large numbers of professionals to either assist the debtor or represent the various creditor groups, almost all of which are usually paid for by the debtor and thus represent a reduction in the firm's value. In the HomeMax case, it is likely that each of the 1Ls, the 2Ls and the Senior Notes would have their own lawyers (in fact, there could be two sets for each of these constituencies if the Indenture Trustees and the holders were separately represented) and financial advisors paid for by the Company. There would also be extra accounting services and perhaps even an operational turn-around firm employed. Whether the total bill for these professional services and the other administrative costs attendant to the process would total $30 million is hard to estimate but is certainly plausible if there were various litigations among the parties. By way of extreme example, the administrative expenses in the Enron and Lehman Brothers cases exceeded $1 billion. 25. As analyzed in Exhibit 5, based on the assumed valuation in 2011, the base-case recovery to the Senior Notes would be $158.2 million, or 70%. However, if a bankruptcy were required to effect reorganization and the process cost $30 million, then the recovery to the Senior Notes would be only $128.2 million, or 57%. Journal of Applied Corporate Finance Volume 24 Number 4 they purchased in 2009 they may have hoped to get all of HomeMax's equity. The bottom line, then, is that the 2L holders will not accept less than $150 million in value (i.e., cash or new securities) in the voluntary restructuring. But whether this will be all equity or some mix of cash, debt and equity must be negotiated. It should also be noted that, given the valuation, the trading value of the 2L notes will likely be fairly close to par and that this market assessment will be a further negotiating lever supporting their demand for a par recovery. Unsecured Creditors Finally, we consider the perspective of the Senior Note holders? First, we should note that even though there are two issues, one maturing in 2014 and one in 2015, if we assume that their terms are the same, they will essentially work together as a group because in a bankruptcy they would both be in the same class and the maturity difference would be irrelevant. As they consider the alternative of a bankruptcy, they will perceive more potential volatility or risk than the holders of either the 1L or 2L. Per Exhibit 5, the current valuation implies a recovery to them of 70%. But if there is a bankruptcy and the out-of-pocket costs associated with the bankruptcy are $30 million,24 then their recovery could fall to 57%.25 In addition to the out-of-pocket costs, the business might be harmed by the bankruptcy because of negative press or the defection of key employees. If this were to happen, then the recovery could fall even more. Also, in a bankruptcy the unsecured notes would not receive current interest payments whereas it is very likely that the 1L holders will continue to get paid interest, 26 which adds to the perceived cost of bankruptcy. On the other hand, they will also look at HomeMax's improving operating trends and believe that to the extent bankruptcy actually gave the company/economy more time to heal and improve, its valuation would improve. These notes will likely have largely traded to distressed investors. If these investors bought in the 20s, then they are probably already sitting on attractive mark to market gains (if the implied recovery is 70, then the notes would likely be trading 26. In general, BRC 506 provides that a secured creditor may receive post-petition (i.e. after the bankruptcy filing) interest to the extent the value of the collateral exceeds the secured claim. Further, BRC 363 provides that if the bankruptcy estate wants to continue to use the secured creditor's collateral that it must provide the secured creditor with \"adequate protection\" that the continued use of the property will not result in a decline in the collateral's value (e.g., assume trucks are the collateral and the business wants to continue operating the trucks which will result in some deterioration in their value). BRC 363 gives a secured creditor grounds to object to the continued use of the collateral, so as a general matter of practice to avoid the delay and expense of litigation the debtor will typically offer to pay the secured creditor ongoing interest payments as compensation for the continued use of the collateral. In the HomeMax case, the 1L holders would almost certainly be paid post-petition interest. The 2L holders would likely also be paid given the apparent amount of over-collateralization (i.e., Enterprise Value greater than the amount of secured debt), but if a bankruptcy filing had occurred in 2009 or 2010 when the 2Ls were under-secured (i.e., Enterprise Value less the 1L Debt less than the 2L Debt) then they would likely not receive post-petition interest. A Morgan Stanley Publication Fall 2012 67 somewhere in the 50s). 27 Also, they will fully expect to receive their recovery in equityit's just a question of how much of the equity they are able to negotiate for themselves. Summing Up the Negotiation We can summarize the framework for the negotiation as follows: The unsecured note holders have the least amount of leverage but to the extent that the 2L holders want to avoid the cost and risk of a bankruptcy, it will be in their interest to give the Senior Notes a meaningful recovery to obtain their cooperation. Similarly, both the 2Ls and the Senior Notes will likely accept that they will have to give Train some amount of equity (which will include some equity to management to make sure they are properly incentivized) simply because the voluntary restructuring is much more likely to be successful if management/equity is supportive. The exact dynamics of the negotiation are unpredictable and will be influenced by the personalities of the participants. The major points of discussion will be exactly how the company should be valued, how much debt there should be, how the equity should be split, and so forth. And every additional quarter or even month that passes will be factored into the conversation so the parties may have differing senses of urgency. A Potential Stumbling BlockThe Holdout Problem At this point it is important to raise one other important dynamic that inevitably develops and is among the most common reasons voluntary restructurings fail to occur even though they are economically more efficient: the holdout problem. We will expand upon the actual mechanics of how a voluntary restructuring is effected later, but it is important at this point to note that voluntary restructurings basically involve the parties voluntarily exchanging the securities they hold for new securities or cash. One of the reasons why it is essential to have management or the equity holder's cooperation is that if the exchange is going to involve the issuance of additional stock by the company,28 then both management and the equity holders' cooperation and consent are essential. However, to participate in the exchange is a voluntary 27. It's dangerous to speculate where a security with this much option value would trade going into a restructuring. If the valuation implies a recovery of 70 this is a logical cap. Any investor buying the note would want to make an appropriate risk-adjusted return so they would want to pay less than 70, probably significantly less, given the risks. The general math the distressed investor would use to determine the desired purchase price would involve determining the present value of the expected future recovery. This calculation involves first projecting the amount of recovery and the time until that recovery was received and then discounting back using a risk-adjusted desired return hurdle (e.g., 20 - 30% for equity risk like investments) to the date of prospective purchase to estimate the desired purchase price. So if it were December 31, 2011 and the investor expected to receive 70 on December 31, 2012 and, given the perceived risks, the required return on investment was 25%, a present value calculation would imply a bid price of 56. 28. In general, the corporate laws of most states require that the board of directors of the company approve any issuance of new stock and typically a corporation's by-laws will require shareholder consent if a material amount of new stock is to be issued. Since HomeMax is privately held by Train, it might be possible to avoid the issuance of new stock by having Train just transfer a portion of its stock to another constituency. As a 68 Journal of Applied Corporate Finance Volume 24 Number 4 decision for all holders and, under American law,29 financing contracts do not allow a decision of a majority or even supramajority of holders to change the major economic terms (i.e., coupon rate, principle amount, or maturity date) of a financing agreement. If an individual Note holder does not want to participate in the exchange, then those Notes must be paid in accordance with their terms. The dilemma this raises and it is primarily a problem for the Notes in the HomeMax caseis that even if the majority of the Senior Note holders negotiate a deal that gives them a greater than expected 75% recovery, a single holder can, by not participating, keep his notes and be fairly assured of receiving a 100% repayment in 2014 or 2015 when they mature because HomeMax should be significantly stronger financially.30 This dynamic creates the risk that not enough holders will participate to meaningfully reduce the company's debt burden and thereby frustrate the original purpose of the transaction. There are a few techniques that are used to try and coerce the cooperation of the debt holders. While beyond the scope of this article to explore in detail, the basic construct is for those holders that do participate to exchange into an instrument that is senior, from a credit perspective, to the security being exchanged. This confronts the holdout with the risk that if the company ultimately files for bankruptcy before the holdout's claim is paid, they risk a reduced or even zero recovery due to the credit seniority of the participating holders. As a practical matter, the best scenario for success is to have a very high percentage of the security in question held by a small group of holders who are involved in the negotiation. If, for example, four distressed investors had collectively accumulated 95% of the Note and all had taken part in the restructuring negotiation and agreed to participate in the exchange, then the chances of success are much greater. The Plan to Restructure HomeMax What is proposed below is but one possible restructuring outcome. Other scenarios might have been negotiated depending on the predilections of the constituent parties; however, the one presented here is plausible. Specifically, the key features of the plan include the following: practical matter in most restructurings where creditors receive part of the company's equity this is accomplished through a new issuance of securities. This will often lead to another layer of complexity because of the need to comply with securities laws, but since HomeMax is privately held (in the present hypothetical) these issues should be manageable. 29. 316(b) of the Trust Indenture Act of 1939 (any bond financing of over $5 million generally requires compliance with the Trust Indenture Act) prevents a change to the key economic provisions of the bond without the consent of the affected holder. Bank loans are not subject to the Trust Indenture Act, but as a matter of practice they uniformly incorporate this same concept. It should be noted that this is not always true internationally. For example, England's Companies Act allows amendments of material financing terms if they are consented to by 75% of holders. Other jurisdictions have what are characterized as \"collective action\" clauses, which allow amendments of material terms with the consent of a majority or super-majority. 30. Even better, if the voluntary exchange is completed and only his few notes remain outstanding, then because of the relative certainty of their repayment their market trading value will increase close to parso there will be no need to wait for two or three years to realize the extra return. A Morgan Stanley Publication Fall 2012 Exhibit 7 Restructuring Analysis Class Original New Debt Debt ($ millions) ($ millions) New IL Loan Original Shares of Stock New Shares of Stock Total Shares % New Shares % Shares Shares per Note Recovery $* Total Recovery $ $1,000.00 $250,000,000 $275 New HomeMax Stock $9,900,000 Original IL $250 (250) - - Original 2L 150 (25) 4,405,500 4,405,500 44.50% 44.06% 29.37 1,003.71 150,556,750 Sr. Notes 225 - 5,098,500 5,098,500 51.50% 50.99% 22.66 645.81 145,307,250 100,000 198,000 298,000 2.00% 2.98% 8,493,000 8,493,000 0 198,000 198,000 2.00% 1.98% 5,643,000 5,643,000 $9,900,000 $10,000,000 100.00% 100% $14,136,000 $560,000,000 Equity Management Total *Recoveries for the 1L, 2L and Sr Notes are shown per note. Therecoveries for the equity holders are shown in aggregate. 1. HomeMax will enter into a new $275 million 1st lien (3.5x leverage) term loan and use the proceeds, among other things, to pay off the existing 1L loan. HomeMax will also issue 9,900,000 new shares of common stock, which will effectively dilute the original 100,000 outstanding shares held by Train. Subtracting the $275 million loan obligation from the 2011 estimate of enterprise value found in Exhibit 5 of $560 million (we round up from $558.25 million to simplify the numbers),31 the implied equity value for HomeMax is $285 million or $28.50 per fully diluted share. 2.\tThe existing 2L Note will in aggregate receive $150 million in the form of the remaining $25 million of the new loan proceeds plus approximately $125 million in newly issued shares (which is 44% of the restructured firm's equity). Holders of the 2L notes will have the opportunity to exchange each existing note for $166.70 in cash and 29.37 shares of stock, which represents an equity recovery of $837.005 ($28.50 per share x 29.37 shares) for an implied aggregate per bond recovery of $1,003.71 ($166.70 in cash plus $837.005 in equity).32 3.\tThe Senior Notes will in aggregate receive 51.50% of the newly issued shares. Holders will have the opportunity to exchange each existing Note for 22.66 shares of stock for an implied per bond recovery of $646 (22.66 shares x $28.50). 4.\tTrain will receive 2.00% of the newly issued shares. When combined with its existing 100,000 shares, it will hold 2.98% of HomeMax's fully diluted shares with an implied value of approximately $8.5 million. 5.\tManagement will be granted 2.0% of the newly issues shares with an implied value of approximately $5.6 million. The effect of the proposed voluntary restructuring is summarized in Exhibit 7. Reflecting on the negotiating dynamics described above, we can sum up the deal as follows: The 1Ls receive 100% of their claim out of the proceeds from the new 1st Lien financing. The 2Ls receive a full recovery (albeit in both cash and equity). Train and management were able to extract about $14.1 million of value, as compared to a potential $0 recovery in a bankruptcy. This sum is about 50% of what a bankruptcy would have cost had they not cooperated. The Senior Notes are theoretically better off in the restructuring since the estate would have lost an assumed $30 million in value due to bankruptcy costs. Now let's consider the deal from Train's perspective. They may have calculated that they could have gotten more by forcing a bankruptcy and extending their option to take advantage of a potential economic turnaround. However, for this to work out, the enterprise value of HomeMax would have had to increase to $669.1 million, or an additional 20%. The basic analysis behind this conclusion is that for the value of the equity of Train and Management to equal the $14.1 million in the settlement, the enterprise value of HomeMax must be $669.1 million: 31. This assumes that the equity for debt exchange elimates all the 2L and Note debt. 32. The modest premium to par value that this recovery implies is not uncommon and fairly trivial in the broader scheme of the reorganization. Journal of Applied Corporate Finance Volume 24 Number 4 Equity = Enterprise - Total Face - Bankruptcy Value Value (EV) Value Debt Costs $14.1 million = Enterprise - $625 million\t- $30 million (EV) Value Enterprise = $14.1 million + $625 million + $30 million Value (EV)\t= $669.1 million A Morgan Stanley Publication Fall 2012 69 Given all the risks associated with a bankruptcy and achieving that goal, they may have felt that $14.1 million, plus the optionality in the stock, was a decent deal. The Notes are the group that in this scenario conceded value relative to their initial implied recovery of 70 to get the deal done. Their implied recovery was 64.6, primarily because the entire \"tip\"33 needed to get Train's cooperation came from them. It is worth mentioning that we basically posited that this group may have been able to purchase their stake in the Senior Notes in 2009 when the trading levels may have been in the 15-25 (% of face value) range. So they had already made substantial returns on their investment. Thus, to concede a few points to minimize the risks attendant to a bankruptcy seems like a good decision.34 Furthermore, the Notes will in aggregate own 51% of fully diluted shares so they may ascribe a \"control premium\" to their position that isn't reflected in the mathematical derivation of share value. The Mechanics of the Voluntary Exchange Offer We have discussed conceptually how HomeMax gets from the recognition of their refinancing related liquidity problem to its resol