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Not all that fail proof

by David Carey  |  Published March 20, 2009 at 1:56 PM

A year ago, Aleris International Inc. CFO Sean Stack confidently predicted in an earnings call that Aleris' covenant-lite credit package would immunize the aluminum products producer from default. Aleris, which TPG Capital acquired in a $3.3 billion leveraged buyout in 2006, was one of numerous companies LBO'd in recent years whose sponsors believed they had put the kibosh on bankruptcy risk by ridding the LBO debt of pesky covenants and issuing pay-in-kind toggle bonds that enabled them to suspend cash interest payments.

"We have a covenant-lite term loan, and a revolving credit facility doesn't have a covenant in it," Stack observed back then. "We don't expect to have any covenant issues, given the current capital structure we have in place."

Last month, Aleris spiraled into Chapter 11, a victim of deteriorating demand and intense cost pressures. The lesson: Many of the ingenious anti-default defenses that private equity firms built into their deals at the height of the LBO boom will prove powerless to deflect the current economic storm.

Aleris is the largest of 25 PE-backed corporations that, according to The Deal, have filed for bankruptcy protection globally so far this year. Credit analysts expect the pace of failure to quicken as the year wears on.

One reason, says Standard & Poor's managing director Nick Riccio, is that the stratospheric debt levels of many LBOs done from 2005 to 2007 primed many targets for a fast and brutal fall: "My guess is that the shelf life for a leveraged buyout seems shorter" than in previous recessions, he says. "The reason is that LBOs were more levered than in the past. You didn't see deals leveraged at 8 or 10 times debt-to-Ebitda in the 90s."

"When you have that much debt, it's not forgiving when things go bad," Riccio says.

The latest crop of busted PE-backed businesses has few surprises. Many operate in sectors hit especially hard by the economic downturn, such as retail and automotive.

Many are smallish and obscure outfits with weak competitive positions in their industries. Only two are in the billion-dollar-plus category: Aleris, in which TPG stands to lose its entire $849 million equity investment, and Masonite International Inc., a doormaker that Kohlberg Kravis Roberts & Co. bought for $2.7 billion in 2005.

Both S&P and credit-ratings rival Moody's Investors Service expect the default rate among speculative-grade companies to soar to an all-time high by the end of this year -- from its current 5.2% to more than 13%.

"In late 1991 and again in 1992, the default rate peaked out at just over 10%," says Moody's senior vice president, Steve Oman. "It looks like we're headed for record territory."

Death watch
PE-backed companies that have filed for bankruptcy in 2009
Company/
Sector
Filing date
PE sponsors(s)
Acquisition price ($mill.) (year)
Equity investment ($mill.)
Liabilities upon filing ($mill.)
Drug Fair Group Inc.
(CDI Group Inc.)
Retail
3/18/09
Sun Capital Partners Inc.
NA (2005)
NA
>$100
Masonite International Inc.
Manufacturing
3/16/09
Kohlberg Kravis Roberts & Co., Sculptor Investments Sarl, Alpinvest Partners NV
$2,700 (2005)
$552
2,640
Milacron Inc.
Manufacturing
3/10/09
Bayside Capital Inc.
NM (2007)
18
752
Plastal Holding AB
Automotive
3/5/09
Nordic Capital
NA (2005)
162
>225
G.I. Joe's Holding Corp.
Retail
3/4/09
Gryphon Investors
NA (2007)
<50
>100
Robbins Bros. Corp.
(William Pitt Inc.)
Retail
3/3/09
Weston Presidio, Dorset Capital Management LLC
NA (2005)
NA
>50
Everything But Water LLC
Retail
2/25/09
Bear Growth Capital Partners LP
NA (2006)
NA
35
Forward Foods LLC
Food products
2/17/09
Emigrant Capital Corp.
NA (2006)
13
>20
Aleris International Inc.
Metals
2/12/09
Texas Pacific Group
3,300 (2006)
849
4,000
Muzak Holdings LLC
Services
2/10/09
Abry Partners LLC, Bank of American Capital Investors, others
360 (1999)
120
465
Appalachian Oil Co.
Petroleum products
2/9/09
Titan Global Holdings Inc.
NA (2007)
NA
>10
Fluid Routing Solutions Inc.
Automotive
2/6/09
Sun Capital Partners Inc.
NA (2007)
NA
>10
Bruno's Supermarkets LLC
Retail
2/5/09
Lone Star Funds
6601 (2005)
NA
>100
Fortunoff Holdings LLC
Retail
2/5/09
NRDC Equity Partners LLC
80 (2008)
NA
>70
Maerklin Holding GmbH
Consumer products
2/4/09
Kingsbridge Capital Advisors, Goldman Sachs Group Inc.
NA (2006)
77
NA
Right Start Acquisition Co.
Retail
2/3/09
Hancock Park Associates
6 (2003)
NA
>10
Edscha AG
Automotive
2/2/09
Carlyle Group Inc.
5252 (2002)
NA
NA
Blooming Marvellous Ltd.
Retail
1/28/09
Arev Securities hf
9 (2007)
NA
NA
Wall Homes Inc.
Construction
1/19/09
Warburg Pincus LLC, Jen Partners LLC
NA (2005)
50
>55
Specialty Motors Group Holding Corp.
(Von Weise Corp.)
Automotive
1/16/09
Sun Capital Partners Inc.
10 (2007)
NA
>10
Star Tribune Holdings Corp.
Media
1/15/09
Avista Capital Partners LP
530 (2007)
100
661
Merisant Worldwide Inc.
Food products
1/9/09
Pegasus Capital Advisors LP, MSD Capital LP
598 (2000)
1603
561
Waterford Wedgwood plc
Consumer products
1/5/09
Lazard Alternative Investments LLC/Corporate Partners II
NM (2007)
73
556
United Fixtures/Interlake Material Handling Inc.
Manufacturing
1/5/09
Wynnchurch Capital Ltd.
>48 (2005)
NA
>50
Recycled Paper Greetings Inc.
Consumer products
1/2/09
Monitor Clipper Partners LLC
>200 (2005)
NA
>100

NA: not available; NM: not meaningful
1 includes acquisition of Bi-Lo LLC, now independent
2 excludes pension obligations
3 investment recouped in a 2003 recap

Sources: The Deal LLC, news reports

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Tags: Aleris | bankruptcy | KKR | LBOs | Masonite | private equity | Sean Stack | TPG Capital
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