For our first distressed debt investing example, I present to you Idearc. Idearc is a yellow pages directory publisher. On March 31, 2009, Idearc announced that it would restructure its balance sheet and file for Chapter 11 in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division.
In its press release, Idearc noted that it had obtained an agreement in principal with the agent bank and the bank steering group on certain elements of its re-organization. A bank steering group is a group of bank lenders (numbering 3-7 lenders usually) that generally have the largest holdings on bank debt. They try to represent, with the help of the agent bank, the broader interests of the bank group as a whole.
Now this was a pre-pack. The company expects to file its plan of re-organization in 30 days, and emerge quickly after if the plan is approved. The company will not need debtor-in-possession (DIP) financing because it already has substantial cash and generates lots of free cash flow.
As a quick aside, and for those new to the Chapter 11 process and distressed debt investing, many times a company entering bankruptcy has negative cash flows. To get them through this period, lenders will extend debtor in possession financing (DIP) to the debtor. The size of the DIP is almost always argued in courts because the more DIP financing you layer in ahead of everyone (they get paid out first), the less recovery for the junior claimants (i.e. equity and subordinated debt securities).
Under the agreement, Idearc's total debt will be reduced from the current level of $9 billion to a pro-forma level of $3 billion secured bank debt at a 12% rate and a 6 year term. The debt will amortize (be paid down) at $60M a year from the first two years following plan confirmation and $40M a year thereafter. An interesting stipulation in the prepack is that 32.5% of cash flow will be retained and the remainder will be used to pay down debt. The company will emerge with $150M of cash. The remainder of the bank debt and bonds will be converted to equity. We will talk more about this as it comes up a lot in distressed debt investing.
The company looks to have approximately $600M of cash collateral at the date of filing. $250M of that will be used to pay bank lenders to use the remaining cash collateral through the bankruptcy process - otherwise known as adequate protection.
Now that we have the introductions and formalities done, let's get our hands dirty. When looking at a bankrupt company and investing in distressed debt, we need to know where to find the bankruptcy documentation. Generally they can be found at:
- The company's website
- The claims administrator's site
- PACER - The government site for all court dockets that cost money
- On Bloomberg
One of the first things I read in a Chapter 11 proceeding is the initial affidavit. For Idearc, this can be found at this link: Idearc Bankruptcy Affidavit. This gives a good summary of the business, why the company is in bankruptcy, the corporate structure, etc.
I will try to summarize this affidavit here:
- Prepared by Samuel Jones, CFO and Treasurer of Idearc
- Idearc is one of the largest publishers of yellow-pages directories in the United States. They are in 350 markets in 34 states
- 2008 sales of $2.9B primarily from their print product advertising sales and online media advertising sales
- Idearc was spun off from Verizon in 2006, through a tax free distribution of shares to Verizon's shareholders. In that spin-off Idearc incurred $9.1B of debt comprised of $2.85B of bonds and $6.25B of senior bank debt. Some of this money raised was paid to Verizon. $2.4B to be exact. That's a good trade right there!
- The bank lenders are owed $6.4B and JP Morgan is the agent on the deal
- In addition, Idearc has interest rate swaps that are pari - passu (equal in ranking) with a terminating payment of $500M
- Why did the company go bankrupt: Downturn affected advertising, secular shifts in the advertising market (going online vs going to print), bad debt expense increased. An interesting statistic: Overall references to print yellow page directories in the U.S. have declined from 14.5B in 2005 to 13.4B in 2007.
- The the affidavit goes on to list "first day motions": joint administration (consolidating a number of entities into one case), payment of wages and salaries, use of bank accounts, prohibiting utilities from cutting service, use of cash collateral, finding secured interest are adequately protected, critical vendor payments, payment of pre-petition taxes, honoring certain customer obligations (warranty and promotional programs), maintain existing insurance policies, filing a list of creditors, retention of legal and financial counsel and advisors, and retaining a claim's processing agent.
- Idearc Bank Debt: Term Loan A and Term Loan B: 42.5 (up from 32 the week before the filing)
- Idearc Bank Debt: Revolving Credit Facility: 41.5
- Idearc Bonds: 2
- Idearc Equity: $.03
Unfortunately, we do not know how much post-re org equity is going to the bondholders. Theoretically speaking, because the bank group is impaired, the bondholders and equity should get nothing. That being said, giving the bond holders some equity lowers the chance that they make this a long protracted bankruptcy (a nuisance value payment).
The way I look at this situation is to say, similar to what many value investors do when valuing companies, if I were to buy all the debt today, what would I get in exchange. Well, to buy all the bank debt today, I would have to pay the amount of bank debt outstanding ($6.4B) times the price (42% of par) which is equal to $2.68B. In exchange for laying out that capital, I receive:
- $250M of cash for adequate protection payments (see above)
- A $3.0B note at a 12% rate
- Some portion of residual equity value
- Interest payments during the bankruptcy
Some readers may be questioning why a $3.0B note could be worth less than $3.0B. Well, for Idearc, I am assuming that they will generate somewhere between $900M and $1.000B of EBITDA in 2009. That would make the new post - reorg Idearc levered somewhere between 3.0-3.3x. If, in reality though, the economics of Idearc and the yellow pages business necessitates a valuation of 2.0x, Idearc would only be worth $1.8B-$2.0B and our note would be worth 60-67 cents on the dollar.
As such, it comes down to building a cash flow model and making some conservative predictions. Here are two models I quickly built, overly simplistic, but it gives you an idea.
Now if you believe the 15% decline in EBITDA, you probably would not want to buy Idearc's bank debt at these levels. While your note will be paid down nearly a $1B through the life of the loan, at the end of the day you will have $1.8 of net debt versus $339M of EBITDA. You basically are back where you started.
But if you believe the decline is closer to 5%, you may want to buy the Idearc Bank Debt at these levels. Not only does your note get paid down nearly $1.5B, but you also have nearly $550of cash in the coffers at the end of 2015. Net debt is only $905Mvs $662M of EBITDA. As long as the value of Idearc is more than 1.5x EBITDA, you will have residual equity value. And probably lots of it. At the end of 2015, under the 5% decline, Free Cash Flow is $267M. Who knows what multiple this thing would command, but let's say it is 5x free cash flow (I know...incredibly low). Or $1.3B of operating value with $550M of cash or $1.9B of value.
Summing it all up, you paid $2.68B today to receive $250M of cash in a few months, $1.5B of debt principal payments over the next 6 years, 6 years of interest expense at 12%, and $1.9B of residual equity value. This translates into approximately an 18% IRR. Maybe a little light with all the risks. If we wanted a 30% IRR, we would be buyers of the bank debt at 31 cents on the dollar - interestingly enough - the bank debt traded at those levels 2 weeks before the bankruptcy. Definitely a good purchase down there if you believe the 5% decline scenario.
- Base Case projections: EBITDA goes to $700M in 2013. Internet growth offets some of the decline of the print business.
- Downside Case projections: EBITDA goes to $485 in 2013. Internet grows, but print declines substantially more.
- Bank debt holders could get 100% of the equity