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Belly up to the bar

by Vyvyan Tenorio  |  Published January 23, 2009 at 12:52 PM

Private equity was very much in evidence among the fallen last year.

Standard & Poor's Capital IQ data tracker tallied 218 Chapter 11 filings in the U.S. by companies with private equity and venture capital funding, compared with 117 in 2007. That's an 86% increase. Forty-eight private equity-backed companies filed in the U.S. alone, according to The Deal research.

None of this should come as a shock. Edward Altman, the financial world's prophet of doom, had warned as early as 2002 that defaults will rise sharply in two to four years after issuance, citing the surge in low-rated junk bond issuances at the time.

Unfortunately for the New York University Stern School of Business finance professor, the financial markets stayed improbably liquid, rendering his predictions off course by a few years.

But it wasn't that hard to come to the same conclusion, considering the unprecedented levels of junk bond issuance and leveraged loans in the past five years. For over two decades, the most common rating for U.S. corporates, especially industrials, was B+, well into speculative grade to begin with.

In the last five years, however, there was a preponderance of B ratings. This has edged downward further in recent quarters, with a spurt in B-, below which companies are really in trouble.

The shift was more perceptible during the buyout boom years. In 2003, 57.5% of S&P's U.S. industrials debt ratings were rated B+ (excluding utilities and financial institutions).

By 2008, B+ had dropped to 33.8%, and B ratings had jumped to 46.3% in 2007, from 29.3% in 2003.

Meanwhile, B- ratings climbed to 22.8% of industrials last year, from 13.2% in 2003. Looked at another way, only 7% of S&P's total rating distribution were B ratings in 2003, but this leaped to 44% by 2008.

"You started seeing companies going for debt-to-Ebitda multiples of 7 times, 9 or 10 times at the start, and that's pretty unforgiving if things go bad," says Nicholas Riccio, managing director at S&P. "The problem is that people started thinking things will always be good. It just doesn't always work that way."

Last year's bankruptcies were attributed primarily to the combination of deepening economic woes and the heavy debt burden companies had shouldered going into the recession. In most cases, the financial sponsors' money would have been decimated in Chapter 11 restructuring, had it not already been written off.

Many of the transactions were private, making a precise count of cumulative equity losses difficult.

With cheap financing easily obtainable at the time, investors could have raked returns through dividend recapitalizations, which were plentiful during the boom years.

There were embarrassingly large busts, for sure. These include Apollo Management LP's $633 million bet on retailer Linens 'N Things Inc. and Willis Stein & Partners LLC's $550 million investment in New York publisher Ziff Davis Media Inc.

But many of the casualties were small to midsize businesses with bad balance sheets and-or operating problems. A downturn is inherently more dangerous for midmarket companies than larger ones because they generally lack the size, scale and flexibility of larger companies to avoid defaulting on payments.

A few were repeat offenders, and several involved investments made long ago. Take Clayton, Dubilier & Rice Inc. portfolio company Sirva Inc., a provider of moving services. The company had struggled since the New York buyout firm acquired it for $350 million a decade ago. CD&R took Sirva public in 2003, only to see it flounder on accounting mistakes and mismanagement.

Even pedigreed private equity firms with turnaround credentials have not been immune. That's the risk buyout shops take when they come to succor ailing companies.

Figuring prominently is Boca Raton, Fla., buyout shop Sun Capital Partners Inc., which grabbed the top slot with six failed bets -- Wickes Holdings LLC, Lillian Vernon Corp., Powermate Corp., Jevic Holding Corp., Mervyn's Holdings LLC and publicly traded Sharper Image Corp., in which a Sun affiliate was among the largest shareholders at the time of the filing.

Runners-up include: Thomas H. Lee Partners LP, Cerberus Capital Management LP, Madison Dearborn Partners LLC, Catterton Partners, Golden Gate Capital and Hancock Park Associates. Each of these had two.

Catterton had the bad luck of seeing two portfolio companies -- two units of Archway & Mother's Cookie Co. and Sleep Innovations Inc. -- go belly-up within three days.

Will this downturn yield a bumper crop of private equity-backed bankruptcies as many anticipate? Time will tell. The PE-backed bankruptcies to date barely dent the mountain of capital poured into leveraged buyouts -- more than $90 billion in 2007 alone. Clearly the worst is yet to come, as the deepening recession and frozen credit markets leave few companies unscathed in the post-covenant lite era.

Defaults have accelerated in recent weeks. "Companies that are highly levered are facing higher borrowing costs, and weaker cash flows just make it that much more challenging," says John Puchalla, an analyst at Moody's Investors Service, which downgraded 34 companies in the fourth quarter to its lowest speculative-grade liquidity rating. That's triple the third-quarter total. Already, four PE-backed companies have filed in the first few weeks of January .

The recent wave of distressed debt exchange offers by struggling companies -- Realogy Corp., Harrah's Entertainment Inc., GMAC LLC, Neff Corp. -- amounted to defaults by another name, according to experts.

"Even though there's no payment default, we consider these as selected defaults," Riccio says, where debt trading at, say, 60 cents to the dollar is exchanged for new debt at 50 cents to the dollar, with new maturities.

"On a tactical level, a debt exchange does make sense if you can get rid of a certain amount of debt by just issuing new debt or exchanging it with new debt, because you're improving your posture financially," Riccio argues.

The problem is, he adds, the maneuvers may not be enough to keep companies away from bankruptcy courts.

The pile up
Largest PE-backed companies that landed in bankruptcy in 2008
Company
(Sector)
Date filed
Sponsor(s)
Acquisition price ($mill.)
(year)
Equity investment ($mill.)
Liabilities upon filing ($mill.)
Heartland Automotive
(Automotive)
Jan. 8
Quad-C Management
Undisclosed
(2005)
$39.0
$396.0
Propex Inc.
(Building products)
Jan. 18
Genstar Capital LLC, The Sterling Group LP, Laminar Direct Capital LP
$349.3
(2004)
70.0
527.4
Buffets Holdings
(Restaurants)
Jan. 22
CI Capital Partners, Sentinel Capital Partners
665.0
(2000)
139.0
1,156.0
PRC LLC
(Media)
Jan. 23
Diamond Castle Holdings
286.5
(2006)
Undisclosed
261.0
American Lafrance
(Automotive)
Jan. 28
Patriarch Partners
Undisclosed
(2005)
Undisclosed
89.1
Global Motorsport Group
(Automotive)
Jan. 31
Ableco Finance LLC, Stonington Capital Appreciation 1994 Fund LP
Undisclosed
Undisclosed
155.7
Wickes Holdings LLC
(Retail)
Feb. 3
Sun Capital Partners
Undisclosed
(2002)
Undisclosed
208.0
Sirva Inc.
(Automotive)
Feb. 5
Clayton, Dubilier & Rice
350.0
(1999)
165.0
1,230.0
Holley Performance Products
(Automotive)
Feb. 11
Kohlberg & Co.
100.0
(1998)
66.0
243.0
BWAS Holdings
(Automotive)
Feb. 12
KPS Capital Partners
Undisclosed
(2005)
Undisclosed
86.5
Sharper Image Corp.
(Retail)
Feb. 19
Sun Capital Partners 1
Undisclosed
>13.8
199.0
Lillian Vernon
(Retail)
Feb. 20
Sun Capital Partners
Undisclosed
(2006)
Undisclosed
1.0
Wellman Inc.
(Chemical)
Feb. 22
Warburg Pincus
125.4
(2003)
125.4
600.0
Ziff Davis Media Inc.
(Media)
March 5
Willis Stein/DLJ Merchant Banking Partners
780.0
(1999)
550.0
500.0
Leiner Health Products Inc.
(Consumer products)
*March 10
Golden Gate Capital/North Castle Partners
20.0
(2002)
20.0
551.0
Powermate Corp.
March 17
Sun Capital Partners
Undisclosed
(2004)
Undisclosed
50.0
Aloha Airlines
(Airlines)
March 20
Yucaipa Cos. LLC
100.0
(2006)
100.0
155.0
ATA Holdings
(Airlines)
*April 3
MatlinPatterson Global Advisers
100.0
(2006)
52.0
100.0 - 500.0
VI Acquisition Corp.
(Restaurants)
April 3
Wind Point Partners
225.0
(2003)
65.0-100.0
100.0
EOS Airlines
(Airlines)
April 26
Golden Gate Capital, Maveron LLC, Sutter Hill Ventures
85.0
85.0
34.9
Home Interiors & Gifts
(Retail)
April 28
HM/Capital Partners
(formerly Hicks Muse Tate & Furst); Highland Capital Management
852.0
(1998)
350.0/54.0
100.0
Linens 'N Things Inc.
(Retail)
May 2
Apollo Management; Silver Point Capital Fund Investments; NRDC Real Estate Advisors I LLC
1,300.0
(2005)
1,417.0
Jevic Holding Corp.
(Transportation)
May 20
Sun Capital Partners
40.0
(2006)
Undisclosed
50.0
Vertis Holdings
(Media)
May 22
Thomas H. Lee Partners; Evercore Partners
1,700.0
(1999)
1,300.0
Progressive Moulded Holdings
(Automotive)
June 20
Thomas H. Lee Partners
528.0
(2004)
Undisclosed
JHT Holdings Inc.
(Transportation)
June 24
D.B Zwirn & Co. LP, Goldman Sachs Capital Partners, Spectrum Investment Partners LP
Undisclosed
(2006)
Undisclosed
<1,000.0
Steve & Barry's LLC
(Retail)
July 9
TA Associates
Undisclosed
(2006)
Undisclosed
<500
Pierre Foods Inc.
(Consumer products)
July14
Madison Dearborn Partners LLC
422.0
(2004)
142.0
440.0
Western NonWovens Inc.
(Manufacturing)
July 14
Cerberus Capital Management LP
Undisclosed
(2007)
Undisclosed
106.9
SemGroup LP
(Energy)
July 23
Carlyle Group, Riverstone Holdings LLC
75.0
(2004)
>75.0
7,530.0
Mervyn's Holdings LLC
(Retail)
July 29
Cerberus Capital Management LP; Sun Capital Partners Inc.; Lubert-Adler.Klaff Partners LP 2
1,250.0
(2004)
455.0 (est.)
<50.0
Mrs. Fields Famous Brands LLC
(Retail)
Aug. 24
Capricorn Holdings Inc.
Undisclosed
(1996)
Undisclosed
100.0
American Fibers and Yarns Co.
(Manufacturing)
Sept. 24
Monitor Clipper Partners
100.0
(1999)
Undisclosed
<50.0
Hospital Partners of America
(Healthcare/Medical)
Sept. 24
New Enterprise Associates; Tailwind Capital Partners; Questmark Partners LP
Undisclosed
(2003)
55.0
100.0
Motor Coach Industries International Inc.
(Automotive)
Sept. 27
JLL Partners Inc.
125.0
(1999)
50.0
843.5
Ciena Capital LLC
(Real estate)
Sept. 30
Allied Capital Corp.
128.0
(2003)
327.0
100.0
Sleep Innovations Inc.
(Consumer products)
Oct. 3
Catterton Partners
(2005)
113.0 (est.)
100.0
Archway & Mother's Cookie Co.
(Food & beverage)
Oct. 7
Catterton Partners
Undisclosed
(2005)
Undisclosed
500.0
Fitness Holdings International
(Retail)
Oct. 20
Hancock Park Associates
Undisclosed
(2003)
27.5
<100.0
Greatwide Logistics Services Inc.
(Transportation)
Oct. 21
Investcorp, Hicks Holdings LLC; Fenway Partners 3
735.0
(2006)
275.0
500.0
BTWW Retail LP
(Retail)
Nov. 3
Sage Capital LLC, Luther King Capital Management
Undisclosed
(2007)
Undisclosed
<100.0
American Furniture Co.
(Retail)
Nov. 4
Hancock Park Associates
93.0
(2006)
Undisclosed
<10.0
National Wholesale Liquidators
(Retail)
Nov. 10
Madison Dearborn Partners LLC
Undisclosed
(1998)
Undisclosed
Hawaiian Telcom Communications Inc.
(Telecommunications)
Dec. 1
Carlyle Group
1,600.0
(2005)
430.0
1,269.0
EZ Lube
(Automotive supplier)
Dec. 9
Bruckman Rosser Sherrill & Co.
Undisclosed
(2005)
Undisclosed
114.4
CDX Gas LLC
(Oil & gas exploration)
Dec. 15
TCW Group
835.0
(2006)
Undisclosed
1,000.0
Special Devices Inc.
(Automotive supplier)
Dec. 15
J.F. Lehman & Co.
293.4
(1998)
74.0
103.6
DHP Holdings II Corp.
(Consumer products)
*Dec. 30
H.I.G. Capital
200.0
(2002)
Undisclosed
133.2

* indicates second bankruptcy filing
1
A Sun Capital affiliate was among the largest shareholder
2 Cerberus sold stake in operating company in 2007
3
Fenway Partners sold all but 10% of its stake, making 4 times its original outlay

Source: The Deal, Bankruptcy Insider

Share:
Tags: Apollo Management | Archway & Mother's Cookie Co. | bankruptcy | Capital IQ | Catterton Partners | Cerberus | Clayton Dubilier & Rice | Edward Altman | GMAC | Golden Gate Capital | Hancock Park Associates | Harrah's | Jevic | Lillian Vernon | Linens 'N Things | Madison Dearborn | Mervyn's | Moody's | Neff | Powermate | private equity | Realogy | Sharper Image | Sirva | Sleep Innovations | Sun Capital Partners | Thomas H. Lee Partners | Wickes Holdings | Willis Stein & Partners | Ziff Davis
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