Transactions

Momentive Performance Materials Inc.’s pre-negotiated Chapter 11 Reorganization, debt financing and equity financing

Date Announced:
10/24/2014

client:
Momentive Performance Materials Inc.

Status:
Closed – 10/2014

Value:
$4.2 billion Pre-negotiated Chapter 11 Reorganization; $570 million debt financing; $600 million equity financing Read the case study

Financial Advisor to Momentive Performance Materials on its $4.2 billion Pre-negotiated Chapter 11 Reorganization

On October 24, 2014, Momentive Performance Materials (“MPM”), one of the world’s largest producers of silicones, silicone derivatives and quartz products, successfully emerged from Chapter 11 Bankruptcy protection. Moelis & Company acted as financial advisor to MPM and was instrumental in initiating, evaluating and negotiating the transaction. Over the course of an intensive multi-party due diligence period, Moelis & Company evaluated and assisted in the development of the pro forma business plan, negotiated a fully committed equity rights offering and assisted in securing $570 million in DIP financing as well as exit financing at favorable terms. On April 13, 2014,
MPM entered into a Restructuring Support Agreement with holders of $1.3 billion of Second Lien Notes, the fulcrum security, under a pre-negotiated plan, and on September 10, 2014, MPM’s Plan of Reorganization was confirmed. Key terms included a $600 million fully committed rights offering, which was backstopped by approximately 90% of the holders of the Second Lien Notes, along with a 100% recovery to the holders of First Lien Senior Notes and Replacement Notes, trade creditors and other general unsecured creditors.

Moelis & Company played a pivotal role as lead witness in the landmark Bankruptcy Court decision on cram down interest rates based on the Supreme Court’s Till decision, providing expert testimony regarding the appropriate rate for the Replacement Notes. The Court largely found in favor of MPM, saving the estate hundreds of millions of dollars while providing long-term financing to fund its business operations and future growth.

Meredith Corporation’s sale of KASW-TV to Nexstar Broadcasting, Inc.

Date Announced:
10/23/2014

client:
Meredith Corporation

Status:
Closed – 11/2014

Value:
Undisclosed

Perimeter Internetworking Corp.’s (dba SilverSky) sale to BAE Systems plc

Date Announced:
10/21/2014

client:
Board of Directors of Perimeter Internetworking Corp. dba SilverSky

Status:
Closed – 12/2014

Value:
$233 million

RentPath, Inc.’s sale of a 50% stake to Providence Equity Partners

Date Announced:
10/21/2014

client:
RentPath, Inc.

Status:
Closed – 12/2014

Value:
Undisclosed

Primary Energy Recycling Corporation’s sale to a consortium led by Fortistar

Date Announced:
10/20/2014

client:
Board of Directors of Primary Energy Recycling Corporation

Status:
Closed – 12/2014

Value:
$300 million

Carol’s Daughter Holdings, LLC’s sale to L’Oréal USA

Date Announced:
10/20/2014

client:
Carol’s Daughter Holdings, LLC

Status:
Closed – 11/2014

Value:
Undisclosed

PHS Group Plc’s restructuring

Date Announced:
10/17/2014

client:
Cross-holder Committee of PHS Group Plc

Status:
Closed – 10/2014

Value:
£930 million

Extraction Oil & Gas, LLC’s $50 million senior loans

Date Announced:
10/17/2014

client:
Extraction Oil & Gas, LLC

Status:
Closed – 10/2014

Value:
$50 million

Eagle Bulk Shipping Inc.’s pre-packaged Chapter 11 Reorganization

Date Announced:
10/15/2014

client:
Eagle Bulk Shipping Inc.

Status:
Closed – 10/2014

Value:
$1.2 billion

Punch Taverns plc’s restructuring

Date Announced:
10/08/2014

client:
Angelo Gordon & Co.

Status:
Closed – 10/2014

Value:
£2.3 billion Read the case study

Financial Advisor to Angelo Gordon and Co-ordinator of Junior Noteholders in connection with the £2.3 billion Restructuring of Punch Taverns

On October 8, 2014, Punch Taverns plc (“Punch”), the second largest leased pub operator in the UK, successfully completed its restructuring of the Punch A and Punch B securitizations. Significant changes in the commercial environment coupled with an over-levered capital structure drove Punch to initiate a review of its capital structure, ultimately resulting in a comprehensive financial restructuring which created a more robust and sustainable debt structure. The restructuring plan was agreed to by 17 different note tranches and shareholders and achieved strong support from all stakeholders throughout the process, with over 75% voting in approval at each of the meetings. Moelis & Company acted as exclusive financial advisor to Angelo Gordon, the single largest creditor across both Punch securitizations, coordinated the Junior Noteholder group, and played a pivotal role by developing the debt-for-equity proposal which was eventually implemented as part of the restructuring. The transaction represents one of the most high-profile European whole-business securitization restructurings in 2014.

Highgate Hotels L.P.’s minority sale to Trilantic Capital Partners and senior secured facility

Date Announced:
10/08/2014

client:
Highgate Hotels L.P.

Status:
Closed – 10/2014

Value:
Undisclosed

NORMA Group’s acquisition of National Diversified Sales, Inc.

Date Announced:
10/08/2014

client:
NORMA Group

Status:
Closed – 10/2014

Value:
$285 million

New World Resources Plc’s restructuring

Date Announced:
10/07/2014

client:
Joint Ad Hoc Committee of Senior Secured and Unsecured Noteholders of New World Resources Plc

Status:
Closed – 12/2014

Value:
€825 million

American Realty Capital Properties, Inc.’s sale of Cole Capital to RCS Capital Corp.

Date Announced:
10/01/2014

client:
American Realty Capital Properties, Inc.

Status:
Terminated

Value:
$700 million

Advanstar Communications Inc.’s sale to UBM plc

Date Announced:
10/01/2014

client:
Advanstar Communications Inc.

Status:
Closed – 12/2014

Value:
$972 million

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