THESEUS STRATEGY GROUP LLC
Standard Pacific
Solution: Leg into fulcrum junior bond with tight Permitted Investments basket. Propose follow on $500 mm equity investment with capped vote stock and interim accreting preferred pre-shareholder vote; construct 50/50 Board with “white squire” agreement to avoid triggering Revlon auction duties; include warrants to reload with additional $200 mm investment at proper time.
Result: Used deep discount investment in junior $150 MM bond series to invest $700 million, without triggering auction and while acquiring effective control and a 70% economic stake. Avoided triggering “puts” on more than $2 billion in public debt, refinanced subsequently at discount. MOI of 2x +.
Foamex
Solution: Working Capital DIP Facility on short fuse Stalking Horse 363; devise credit bid structure with partner in Secured Debt using 51% of claims and dragging dissenting lenders into equitization with capped cash out option and backend rights offering. Settle with creditors committee to provide wrap-up momentum to Plan confirmation process. Proportionate “fair” governance structure. Set credit bid at up to full face value of Secured Debt, with cash out capped at less than 50% of full face.
Result: Consolidated control and acquired at lower price than competing all cash bidders. Court decision made law on novel issues raised. State law fiduciary issues settled in cash-out option at price below competing cash bid. MOI targeted at 3x+.
Nortel
Solution: Acquire largest stake in bonds, assemble credible management team, and use corporate M&A tactics and mechanisms to bid and set floor price for core business.
Result: MOI 3x in 6 months.
Ormet Aluminum
Solution: Plan sponsorship with structured fiduciary out; open to minority participation to settle Plan objections; 15c2-11 reporting with OTC trading to permit 144A PORTAL equity sales at top of cycle. Labor issues via contract avoidance process and subsequent strike management and negotiation.
Result: Restart alumina facility to restore near peak EBITDA; sell non core assets; rapidly monetize stake via constructed PORTAL at peak. MOI 3x +.
TOUSA
Solution: Fraudulent conveyance strategy with “step-transaction doctrine” and appeal of interim adverse decisions. Settlement over dissent in order to monetize and address time value and fee bleed issues. Litigation Trust established for ancillary claims to preserve upside optionality.
Result: 65 cents +.
Idearc
Solution: Develop 552 post-petition value allocation strategy to marshall value creation for unsecured creditors and agree settlement value solely for bonds. Assume committee role to guide and achieve result.
Result: MOI 4x+
Global Aviation/ATA
Solution: Managed bankruptcy and lease renegotiation strategy coupled with Secured Debt forbearance and renegotiation, as well as passenger contingency planning.
Result: Successfully resolved scheduled service subsidiary airline bankruptcy while preserving the remaining US Military/ACMI business and renegotiating labor, lease and credit facility arrangements.
Flagstar Bank
Solution: Construct process to settle each of claims based on Bank capital targets and after triage process to streamline conversations; structure settlements that permitted maximum revenue recapture from trusts and to bolster continued earnings streams; structure MSR sales with “sub servicing retained” to achieve a True Sale at peak values while maintaining business unit scale and borrower relationship.
Result: Successful resolution of balance sheet and legacy issues.
Portfolio Dispositions
Solution: Pre-sale reorganization to isolate claims and risk and to minimize perception of open-ended issues to be discounted by Buyer; structured indemnities and hold backs to ensure timely resolution and releases of proceeds and to avoid post-transaction game theory; sale process designed to discount risks into contract at time of bid and prevent post-bid retrade of risks back to seller after single bider selected.
Result: Maximum prices with no retrade; rapid escrow releases; settlement of litigations without recourse to anticipated sale proceeds.