Special Situations Archives - ׶Ƶ Know More. Risk Better.® Sat, 17 Aug 2024 13:45:01 +0000 en-US hourly 1 /wp-content/uploads/cropped-favicon-512x512-1-32x32.png Special Situations Archives - ׶Ƶ 32 32 Bayer/Monsanto: Big Win; Potential Circuit Split /bayer-monsanto-big-win-potential-circuit-split/ Fri, 16 Aug 2024 21:15:27 +0000 /?p=21834 Executive Summary On August 15, 2024, the U.S. Court of Appeals for the Third Circuit ruled that Pennsylvania state-law failure-to-warn claims are preempted by the Federal Insecticide, Fungicide, and Rodenticide...

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Executive Summary
  • On August 15, 2024, the U.S. Court of Appeals for the Third Circuit ruled that Pennsylvania state-law failure-to-warn claims are preempted by the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA) and its associated EPA regulations.
  • This ruling contrasts with prior decisions from the Ninth and Eleventh Circuits, which held that similar claims are not preempted.
  • The Third Circuit’s decision creates a potential circuit split that Monsanto has been aiming for, potentially prompting Supreme Court review.
  • If the Supreme Court were to review the case, it would give Monsanto the opportunity to argue for a nationwide rule that FIFRA preempts state-law failure-to-warn claims.
  • We view this decision as a positive credit event for Monsanto and, by extension, parent company Bayer. We are maintaining our Outperform.

Relative Value

Bayer’s focus on debt reduction in the coming years continues to be a positive for bondholders. With spreads trading wide to peers, we see value in the name. The recent wins at the PCB appellate level and the win on preemption in the Third Circuit have given the credit some much-needed positive news in 2024. We are maintaining our Outperform recommendation and will continue to monitor the evolving and dynamic litigation aspect of the story.

Discussion

We have issued a series of notes over the last year discussing Bayer (Baa2/BBB/BBB+) and Monsanto and their litigation challenges involving polychlorinated biphenyls (PCBs) and glyphosate (the active ingredient in Roundup). Although we assume general familiarity with that litigation, we encourage our readers to review our prior analysis in our notes entitled and .

To recap, Monsanto’s so-called “Roundup” litigation involves claims that glyphosate—the active ingredient in Monsanto’s widely used herbicide Roundup—causes cancer (primarily non-Hodgkin’s lymphoma), and that Monsanto failed to warn users of its potentially dangerous carcinogenic risks. These are sometimes referred to as “failure to warn” claims and are brought under state law. One of Monsanto’s legal strategies to overcome these claims is to argue that they are “preempted” by the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), which is a federal law that governs the registration, sale, distribution, and use of pesticides throughout the United States.

Preemption is a legal concept meaning that a higher legal authority (such as federal law) displaces lower legal authority (such as state law). Monsanto has argued that FIFRA—and the Environmental Protection Agency’s (EPA) registration of Roundup in accordance with FIFRA without a specified warning label—supersedes state-law labeling requirements. This would mean that state-law failure to warn claims are preempted by federal law and cannot be asserted.

Monsanto made this preemption argument to the U.S. Courts of Appeals for the Ninth, Eleventh, and Third Circuits, which are federal appellate courts with jurisdiction over different states. The Ninth and Eleventh Circuits rejected Monsanto’s arguments in Hardeman v. Monsanto Co. (click ) and Carson v. Monsanto (click ), respectively. In broad strokes, those courts held that FIFRA’s requirement that a product not be misbranded is consistent with a state’s common law duty to warn and, therefore, the state-law failure-to-warn claims are not preempted and could be asserted.

On August 15, 2024, the Third Circuit held in Schaffner v. Monsanto that FIFRA preempts state-law failure-to-warn claims (click ). This decision stands in contrast to the Ninth and Eleventh rulings in Hardeman and Carson, respectively, and the Schaffner Court recognized this divergence. In Schaffner, the Third Circuit reasoned that the EPA’s regulations issued under FIFRA require pesticide labels to match the label approved by the EPA during registration. For Roundup, the EPA approved labels without a cancer warning after a thorough scientific review. Thus, any state-law duty to include a cancer warning on Roundup’s label is different from FIFRA requirements (and the implementing EPA regulations) and is therefore preempted by FIFRA, meaning the state-law claims cannot be asserted.

We are still digesting this ruling and what it ultimately means for the company. However, we are confident that the victory is significant, at least in the near term. This is because the decision, at least in Monsanto’s view, creates a “circuit split,” which is a situation where different federal appellate courts in the United States interpret the same law differently. This is important because a “circuit split” is one of the factors that often prompts the U.S. Supreme Court to review a case. If the Court were to hear the case, it would give Monsanto the opportunity to argue that the Third Circuit’s approach is the correct one. If the Court were to agree, it could effectively result in a nationwide rule that FIFRA preempts state-law failure-to-warn claims, which encompass a large number of outstanding lawsuits against Monsanto.

Admittedly, we initially viewed the success of this strategy as a long shot, particularly given the decisions from the Ninth and Eleventh Circuits. However, this outcome is a positive for Monsanto, and by extension, parent company Bayer, and is likely seen as a favorable credit event across the capital structure (though it likely will not affect previously litigated cases that resulted in final and non-appealable judgments). It remains unclear how this case might reach the Supreme Court, if at all, since Monsanto won, and typically the losing party seeks U.S. Supreme Court review. Therefore, it would likely fall to Schaffner to pursue further Supreme Court review. Nonetheless, we anticipate that Monsanto will be motivated to continue litigating glyphosate cases and to highlight this case and issue in future litigation, potentially prompting future Supreme Court review for a nationwide rule.

 

Mark Lightner, Esq.
Head of Special Situations Legal Research
mlightner@creditsights.com |
׶Ƶ

Andrew Brady
Head of Basics
abrady@creditsights.com |
׶Ƶ

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EMEA Press: Altice proposes to buy back debt at 60% to 70% of its value /emea-press-altice-proposes-to-buy-back-debt-at-60-to-70-of-its-value/ Fri, 16 Aug 2024 20:39:34 +0000 /?p=21828 Faced with 200 Altice creditors that have joined forces to bring pressure to the debt negotiations, JP Morgan, advising Patrick Drahi, offered to buy back their debt holdings at between...

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Faced with 200 Altice creditors that have joined forces to bring pressure to the debt negotiations, JP Morgan, advising Patrick Drahi, offered to buy back their debt holdings at between 60% and 70% of its value. This “aggressive proposal” is unlikely to be accepted, according to one observer.

Patrick Drahi yesterday (August 12) announced the sale of his 24.5% stake in BT to Bharti. The stake is estimated to be worth £3.18bn (€3.72bn) according to Bloomberg, which would represent a loss of around €1.2bn for Drahi.

While regulatory constraints may have played a role in the decision to exit BT, Drahi is above all being forced to reduce Altice’s €60bn debt pile. While the first maturities are not until 2025, the group will then have to repay €1.65bn, followed by €1.33bn in 2026, with the pressure mounting in 2027 when €5.49bn is due, then €9.4bn in 2028 and €6.3bn in 2029.

Drahi has carried out several asset sales in recent months to give himself more breathing space. The BT transaction follows the divestment of Altice Media in June for €1.55bn to Rodolphe Saade, and the sale of Teads to Outbrain for $1bn, as well as a minority stake in Sotheby’s to the Abu Dhabi sovereign wealth fund for a similar amount.

But it is not certain that the proceeds of these actions will be used solely to repay debt. Drahi announced that Altice Media and the data centres, which he had sold in November 2023, would be put in a holding company above Altice France – in other words, out of reach of his creditors. The latter, in response, had threatened to take control of Altice France by exchanging the debt for shares. The standoff is set to last.

, August 13, 2024 – Francois Vaneeckhoutte.

LFI reporters

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US Special Situations: Del Monte launches exchange, new money TL; premium treatment allotted to ad hoc group /us-special-situations-del-monte-launches-exchange-new-money-tl-premium-treatment-allotted-to-ad-hoc-group/ Fri, 09 Aug 2024 10:19:04 +0000 /?p=21794 Del Montelaunched its long-awaited financing deal to its broader group of lenders over the weekend, outlining that it raised $240mn of new money backstopped by an ad hoc group of...

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Del Montelaunched its long-awaited financing deal to its broader group of lenders over the weekend, outlining that it raised $240mn of new money backstopped by an ad hoc group of term loan lenders, sources tellLFI.

The new money will take the form of a first-out super-priority first-lien term loan facility under newly formed subsidiaryDel Monte Foods Corporation II Inc., sources said. All existing lenders can participate in the SOFR+ 800 (0.5% floor) first-out new money tranche due August 2028 on a pro rata basis though a syndication process, they noted.

Non ad hoc group members that choose to participate in the new-money deal will collect a 4% upfront PIK premium and will be allowed to roll up roughly 30.5% of their existing term loan claims into an S+ 425 (0.5% floor) second-out tranche at par under the new term loan facility capped at $500mn, sources continued. The remaining claims of participating lenders will funnel into a $213mn S+ 325 cash plus 150bps PIK (0.5% floor) third-out tranche at par, they added.

Ad hoc group lenders, meanwhile, will be able to roll up 100% of their existing term loan claims into the second-out tranche for backstopping the new money, sources said.

Lenders that elect not to participate in the new-money financing deal will have the option to participate in an open market purchase of their term loans at par into the third-out TL tranche. A participation deadline is set for August 12, sources noted.

Its original $600mn (S+425, 0.5%) term loan due 2029is quoted 74.9-77 today, down from the low 90s in early March, according to Markit.

Proceeds from the new money deal will fund a paydown of Del Monte’s ABL so that the issuer is in compliance with its lower borrowing base, sources went on. The financing will also fund working capital requirements and repay past due vendor trade payables.

As part of the deal, $30mn of the $240mn will be funded into an escrow account, with the parent company providing$30mn of new equity by August 31 and those parent company funds paying down the $240mn new-money financing. If the company’s parent does not provide the contribution by the end of the month, the $30mn will convert into first-out debt, with 50bps PIK per annum interest added each month at a 300bps PIK cap, sources said.

Del Monteengaged legal counsel Kramer Levin earlier this year amid a liquidity crunch,. For their part, lenders organized into an ad hoc group withHoulihan and Gibson Dunn after the food provider posted two consecutive weak earnings reports, including ain fiscal Q3 2024 to $12mn, amid volume and inflationary headwinds.

The company’s advisor, PJT, is to go over the transaction during a call with lenders this afternoon.

Calls to the company and PJT were not returned.

Hema Oza

Mobile: +1 917 841 0563

Erica Carnevalli
erica.carnevalli@levfininsights.com
Mobile: +1 917 770 6402

 


Disclaimer

This Report is for informational purposes only. Neither the information contained in this Report, nor any opinion expressed therein is intended as an offer or solicitation with respect to the purchase or sale of any security or as personalized investment advice. ׶Ƶ and its affiliates do not recommend the purchase or sale of financial products or securities, and do not give investment advice or provide any legal, auditing, accounting, appraisal, valuation or actuarial services. Neither ׶Ƶ nor the persons involved in preparing this Report or their respective households has a financial interest in the securities discussed herein. Recommendations made in a report may not be suitable for all investors and do not take into account any particular user’s investment risk tolerance, return objectives, asset allocation, investment horizon, or any other factors or constraints.
Information included in any article that includes analysis of documents, agreements, controversies, or proceedings is for informational purposes only and does not constitute legal advice. No attorney client relationship is created between any reader and ׶Ƶ as a result of the publication of any research report, or any response provided by ׶Ƶ (including, but not limited to, the ask an analyst feature or any other analyst interaction) or as the result of the payment to ׶Ƶ of subscription fees. The material included in an article may not reflect the most current legal developments. We disclaim all liability in respect to actions taken or not taken based on any or all the contents of any research report or communication to the fullest extent permitted by law.
Reproduction of this report, even for internal distribution, is strictly prohibited. Receipt and review of this research report constitutes your agreement not to redistribute, retransmit, or disclose to others the contents, opinions, conclusion or information contained in this report (including any investment recommendations or estimates) without first obtaining express permission from ׶Ƶ. The information in this Report has been obtained from sources believed to be reliable; however, neither its accuracy, nor completeness, nor the opinions based thereon are guaranteed. The products are being provided to the user on an “as is” basis, exclusive of any express or implied warranty or representation of any kind, including as to the accuracy, timeliness, completeness, or merchantability or fitness for any particular purpose of the report or of any such information or data, or that the report will meet any user’s requirements. ׶Ƶ may issue or may have issued other reports that are inconsistent with or may reach different conclusions than those represented in this Report, and all opinions are reflective of judgments made on the original date of publication. ׶Ƶ is under no obligation to ensure that other reports are brought to the attention of any recipient of the ׶Ƶ.
׶Ƶ Risk ׶Ƶ, including its Credit Quality Scores and related information, and discontinued products, such as ׶Ƶ Ratings, are provided by ׶Ƶ Analytics, LLC.׶Ƶ Limited is authorised and regulated by the Financial Conduct Authority (FCA). This product is not intended for use in the UK by retail clients, as defined by the FCA. This report is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
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US Weekly: Bull Steepened into a Bearish Market /us-weekly-bull-steepened-into-a-bearish-market/ Fri, 09 Aug 2024 09:58:40 +0000 /?p=21785 Executive Summary Treasury Markets: Treasury yields declined materially across the bull steepened curve following dovish signaling from Chair Powell at Wednesday’s FOMC press conference and the slew of bearish economic...

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Executive Summary

  • Treasury Markets: Treasury yields declined materially across the bull steepened curve following dovish signaling from Chair Powell at Wednesday’s FOMC press conference and the slew of bearish economic data released Thursday and Friday.Between Wednesday and Friday, the market priced in nearly two additional rate cuts for 2024, now totaling 4.6 cuts by year-end following the sharper-than-expected contraction in the ISM Manufacturing PMI (46.8 reading against consensus at 48.8); a notable miss in July’s payrolls (+114k job adds against consensus at +175k), which was exacerbated by 29k of downward revisions; and uptick in the unemployment rate to 4.3%, the highest since October 2021 (4.5%). The unexpected softening in the previously rock solid labor market dashed hopes of a soft landing and pushed recession concerns back to the forefront, which resulted in the largest day-over-day move in the 2Y (-27 bp) and 10Y (-19 bp) yields year-to-date. The 2Y ended the week 50 bp lower to 3.88% as the 10Y declined 40 bp to 3.79%, both falling to recent lows last seen in May ’23 and July ’23, respectively. This further eased the curve inversion by 10 bp to just 9 bp inverted, the least inverted since July 2022.
  • Credit Markets: Credit underperformed across-the-board amidst last week’s flight to quality, with IG widening 11 bp to 106 bp and HY gapping 62 bp wider to 372 bp, driving excess return losses of 0.87% and 1.74%, respectively.Investors reached up the rating spectrum across both indices, resulting in outperformance among AAAs and AAs, which both widened 8 bp relative to single-As (10 bp) and BBBs (13 bp), and BBs and single-Bs, which widened a comparative 58 bp and 64 bp, respectively, relative to CCCs (81 bp). In IG, the material downshift in UST yields outweighed the relatively smaller spread widening to pull corporate yields 32 bp lower to 4.96%, the lowest since early February 2023, producing a whopping +2.07% weekly total return. HY yields rose 15 bp to 7.74% as the decline in rates only partially offset the outsized HY spread widening, resulting in a slight 0.12% total return loss for the week.
  • Municipal Markets: The Muni Index earned 1.07% last week, the best one-week performance since December 2023, and the Broad Taxable Muni Index earned an eye-popping 2.92%.This week’s new issue calendar totals $17.3 bn, which would be a 2 1/2 year high and more than double the 52-week average. Notable deals expected to price include a big state GO, two airports, a bunch of college bonds and the 3rd biggest AMT deal of the year.
  • Equity Markets: Equity markets started the week off positively with all three major indices and the Russell 2000 rebounding on Wednesday following the dovish FOMC meeting before weaker-than-expected economic data sparked a broad selloff that pushed all four indices firmly into the red for the week.The Russell 2000 reported a steep 6.7% decline, followed by the Nasdaq (-3.3%), which fell to 10% below the all-time high posted a month ago. The DJIA (-2.1%) and S&P 500 (-2.0%) fared better in comparison, just 4% and 6% below record highs set last month. Volatility spiked to an intraday peak of 29.66, last seen amidst the regional banking crisis in mid-March 2023, before settling at 23.39, 42.7% higher on the week.
  • Commodity Markets: Despite market volatility, metal prices experienced a mixed week, with base metals declining, while gold, steel, and bulk commodities saw slight increases.Crude prices declined to near the lows of 2024 on concerns over demand from the U.S. and China. WTI and Brent closed the week down 5% to $73.52/bbl and 5% to $76.81/bbl, respectively.
  • Fund Flows: Net flows into fixed income ETFs fell 35% from the week before to $5.6 bn, just 4% less than the 13-week average of $5.8 bn.IG corporate bond ETF flows totaled -$150 mn but 37 IG ETFs had positive net flows that totaled $1.53 bn while 9 ETFs lost a total of $1.55 bn (mostly from LQD). HY ETFs added $120 mn; on Friday, ETF turnover totaled 153% of the amount of HY bonds traded. Muni ETF flows hit a 39-week high of $1.3 bn. This week we have included our table of monthly fixed income mutual fund and ETF flows and the July market snapshot of the bellwether fixed income ETFs.

Relative Value

Treasury Markets:

For more on last week’s macro developments, see:,and.

Credit Markets:

Municipal Markets:

  • For additional details on municipal bond market tax-exempt and taxable yields and spreads see.

Equity Markets:

Commodity Markets:

Fund Flows:

Money Market Fund Flows

Long-Term Mutual Fund & ETF Flows for the Week Ended Wednesday, July 31

ETF Activity for the Calendar Week Ended on Friday, August 2

July Snapshot

Our archive of fixed income ETF reports is available on the.

For more about how we compile mutual fund and ETF flows please see.

 

Brian Perez
Analyst, Credit Strategy
׶Ƶ, Research

Charles Johnston, CFA
Head of Energy
׶Ƶ, Research

Eric Axon, CFA
Co-Head of High Yield, Head of Healthcare
׶Ƶ, Research

Kathleen Tang
Analyst, Strategy
׶Ƶ, Research

Logan Miller
Head of European Strategy
׶Ƶ, Research

Michael O’Brien
Analyst, Homebuilders
׶Ƶ, Research

Pat Luby
Head of Municipal Strategy
׶Ƶ, Research

Winnie Cisar
Global Head of Strategy
׶Ƶ, Research

Wen Li, CFA
Head of Metals & Mining
׶Ƶ, Research

Zachary Griffiths, CFA
Head of IG & Macro Strategy
׶Ƶ, Research

 


Disclaimer

This Report is for informational purposes only. Neither the information contained in this Report, nor any opinion expressed therein is intended as an offer or solicitation with respect to the purchase or sale of any security or as personalized investment advice. ׶Ƶ and its affiliates do not recommend the purchase or sale of financial products or securities, and do not give investment advice or provide any legal, auditing, accounting, appraisal, valuation or actuarial services. Neither ׶Ƶ nor the persons involved in preparing this Report or their respective households has a financial interest in the securities discussed herein. Recommendations made in a report may not be suitable for all investors and do not take into account any particular user’s investment risk tolerance, return objectives, asset allocation, investment horizon, or any other factors or constraints.
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US Bankruptcy: Express chapter 11 plan proposes to pay unsecured creditors 10%-15%, secured claims in full /us-bankruptcy-express-chapter-11-plan-proposes-to-pay-unsecured-creditors-10-15-secured-claims-in-full/ Fri, 02 Aug 2024 14:54:42 +0000 /?p=21768 Related documents: Chapter 11 Plan Disclosure Statement Expresshas filed its chapter 11 plan and accompanying disclosure statement in the Delaware Bankruptcy Court, proposing to pay secured claims in full and...

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Related documents:

Expresshas filed its chapter 11 plan and accompanying disclosure statement in the Delaware Bankruptcy Court, proposing to pay secured claims in full and approximately 10%-15% of general unsecured claims. Only unsecured creditors are entitled to vote on the plan. The projections are based on thefor approximately $172mn cash consideration and assumed liabilities of $32mn to purchaser Phoenix Retail.

According to the disclosure statement, despite receiving bids for a complete liquidation, the chosen sale transaction to Phoenix Retail was deemed to provide superior value to creditors in comparison to the alternative liquidation scenario. However, the liquidation analysis is not attached to the disclosure statement.

image

Creditors with secured claims, as well as priority claims, are expected to be paid in full in cash, with the plan outlining 100% recovery for these classes. General unsecured creditors are projected to recover approximately 10%-15% of their $200mn claims based on the sale transaction and. According to the disclosure statement, the debtor’shas already been paid back in full.

The disclosure statement also outlines the company’s plan to initiate a wind-down process post-confirmation, which includes the liquidation and dissolution of the company.

The disclosure statement hearing is before presiding Judge Karen Owens on September 4 at 1:00 ET.

image

Jennifer Lappe, Esq.

+1 346-256-1345

 


Disclaimer

This Report is for informational purposes only. Neither the information contained in this Report, nor any opinion expressed therein is intended as an offer or solicitation with respect to the purchase or sale of any security or as personalized investment advice. ׶Ƶ and its affiliates do not recommend the purchase or sale of financial products or securities, and do not give investment advice or provide any legal, auditing, accounting, appraisal, valuation or actuarial services. Neither ׶Ƶ nor the persons involved in preparing this Report or their respective households has a financial interest in the securities discussed herein. Recommendations made in a report may not be suitable for all investors and do not take into account any particular user’s investment risk tolerance, return objectives, asset allocation, investment horizon, or any other factors or constraints.
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US Secondary: WW bonds collapse as Q2 earnings disappoint, outlook for FY 2024 softens /us-secondary-ww-bonds-collapse-as-q2-earnings-disappoint-outlook-for-fy-2024-softens/ Fri, 02 Aug 2024 14:46:39 +0000 /?p=21765 WW International(aka Weight Watchers) debt fell yesterday leading into today’s Q2 2024 earnings report and again this morning, after the weight management company posted theweaker-than-expected results, cut FY 2024 guidance...

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WW International(aka Weight Watchers) debt fell yesterday leading into today’s Q2 2024 earnings report and again this morning, after the weight management company posted theweaker-than-expected results, cut FY 2024 guidance and announced an operational restructuring plan.

The weight management company’s revenue shrank 10.9% year over yearto $202.1mn for Q2 2024, below the FactSet consensus of $208.5mn. Net income for the period, meanwhile, plunged 54%to $23.3mn, versus $50.8m YoY.

While Sequence subscribers jumped 119.8% YoY in the second quarter, overall subscribers declined 6.1% YoY with subscription revenues slipping 5.4% to $200mn.

On the heels of the report, WW’s $500mn 4.5% secured notes due 2029 fell around three points, trading at 27 today, down from 30.2 yesterday. The bonds dropped 10 points yesterday from 40 on July 31, according to trade data.

Common shares were 16% lower today, trading at $0.90, for a $75.3mn market cap, down 89.5% YTD.

Its original $945mn(S+CSA+350) term loan due April 2028 is quoted 37.1-39.3, versus 44.7-46.9 at the start of June and 70.3-72.3 at the beginning of the year, according to Markit.

Legal counsel Gibson Dunn organized aearlier this year in anticipation that capital structure talks may be on the horizon. In turn, LME-savvy advisors such as PJT have been pressing management to retain outside help and negotiate with creditors on a series of transactionsaimed at boosting liquidity and alleviating cash flow pressures, LFI.

The company’s various headwinds include a lull in demand for core business offerings. Meanwhile, WW facesacross the weight-loss drug market that threatens to cap the upside of Sequence,therecently acquired upstart telehealth firm central to turnaround plans. Ongoing shortages and persistent high demand also threaten to limit growth of GLP-1 products,LFIsister publicationBMIin a report.

Sequence competitor Hims & Hers Health announced on May 20 that by teaming up with generic drug makers, it will start selling compounded, non-FDA approved versions of popular GLP-1 products priced, including Wegovy and Zepbound. “With WW firmly declaring it has no intention to offer compounded versions of GLP-1s, it faces risk in the near to intermediate term of market share erosion for its Clinical business,” wrote׶ƵSenior Analyst, Special Situations, Jory Eisenberg in a report titled.

Amid higher competition, WW lowered its FY 2024 revenue outlook to $770mn from a prior range of $830mn-$860mn. The company also announced a cost-cutting plan aimed at reducing its headcount to save $100mn.

“We are refining our operational framework against our product roadmap, concentrating on high impact initiatives to enhance efficiency, accountability and speed. These actions are part of a comprehensive cost reduction plan, targeting $100mn in annualized savings, including $20mn of savings currently reflected in our 2024 guidance,” said CFO Heather Stark in a company press release.

׶Ƶanalysts noted that the WW “remains vulnerable to a near-to-medium term liquidity crunch which could ultimately be addressed by taking certain liability management approaches, to the detriment of existing credit investors.”

As of June 29, liquidity stood at roughly $104mn, consisting of $42.7mn of cash and $61.2mn of covenant-capped availability on a $175mn undrawn revolver due 2026. That compares to $91.4mn in cash and $61.2mn in borrowing capacity under its revolver a year prior.

 

Erica Carnevalli
erica.carnevalli@levfininsights.com
Mobile: +1 917 770 6402

 


Disclaimer

This Report is for informational purposes only. Neither the information contained in this Report, nor any opinion expressed therein is intended as an offer or solicitation with respect to the purchase or sale of any security or as personalized investment advice. ׶Ƶ and its affiliates do not recommend the purchase or sale of financial products or securities, and do not give investment advice or provide any legal, auditing, accounting, appraisal, valuation or actuarial services. Neither ׶Ƶ nor the persons involved in preparing this Report or their respective households has a financial interest in the securities discussed herein. Recommendations made in a report may not be suitable for all investors and do not take into account any particular user’s investment risk tolerance, return objectives, asset allocation, investment horizon, or any other factors or constraints.
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US Bankruptcy: Red Lobster judge approves disclosure statement; rules on third-party opt-out provision /us-bankruptcy-red-lobster-judge-approves-disclosure-statement-rules-on-third-party-opt-out-provision/ Fri, 26 Jul 2024 17:50:38 +0000 /?p=21753 Related documents: Disclosure Statement UST Objection Red Lobstergained conditional approval from the Middle District of Florida Bankruptcy for its disclosure statement this morning, subject to changes, after a ruling...

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Related documents:

Red Lobstergained conditional approval from the Middle District of Florida Bankruptcy for its disclosure statement this morning, subject to changes, after a ruling that the opt-out provision was invalid. Prior to the hearing, the debtor announced that it has canceled its auction for the business and designated theas the successful bid.

Judge Robson heard arguments from both the US Trustee and King & Spalding on whether the debtor’s opt-out procedures to the third-party release provision were allowable in the jurisdiction. The “real issue for me is the opt-out provision” according to Judge Robson, as there are some cases in the district that can go “either way.” Specifically, the issue for Judge Robson was case law that could direct her, as she believes the highest court left open what the definition of a “consensual relief” is.

Judge Robson ruled that the third-party provision, not the exculpation provision, was invalid as written, and the debtor agreed to changes. Judge Robson ruled that there was a lack of consideration for the broadly written opt-out provision as written due to the open-ended nature of unsecured creditor recovery. The provision will be a more narrowly tailored definition of liability under New York law.

The disclosure statement outlines a proposed chapter 11 plan that offers a dual-track sale through either a 363 sale or equity sale. Both options involve the transfer of either the company’s purchased assets or reorganized debtor equity. The final decision will be dictated by the specifics of the sale transaction documents and the orders of the court.

RL Purchaser LLC, an entity formed by the debtor’s prepetition term loan lenders, is the stalking horse bidder, with a bid comprising 100% of the DIP term loan. The DIP facility includes $100mn in new-money term loans and a $175mn roll-up of prepetition term loans. Notably, the  allocates $2.5mn for general unsecured creditors from the proposed credit bid and sale of the company.

 

Jennifer Lappe, J.D.
Legal Analyst
jennifer.lappe@levfininsights.com
LevFin Insights

 


Disclaimer

This Report is for informational purposes only. Neither the information contained in this Report, nor any opinion expressed therein is intended as an offer or solicitation with respect to the purchase or sale of any security or as personalized investment advice. ׶Ƶ and its affiliates do not recommend the purchase or sale of financial products or securities, and do not give investment advice or provide any legal, auditing, accounting, appraisal, valuation or actuarial services. Neither ׶Ƶ nor the persons involved in preparing this Report or their respective households has a financial interest in the securities discussed herein. Recommendations made in a report may not be suitable for all investors and do not take into account any particular user’s investment risk tolerance, return objectives, asset allocation, investment horizon, or any other factors or constraints.
Information included in any article that includes analysis of documents, agreements, controversies, or proceedings is for informational purposes only and does not constitute legal advice. No attorney client relationship is created between any reader and ׶Ƶ as a result of the publication of any research report, or any response provided by ׶Ƶ (including, but not limited to, the ask an analyst feature or any other analyst interaction) or as the result of the payment to ׶Ƶ of subscription fees. The material included in an article may not reflect the most current legal developments. We disclaim all liability in respect to actions taken or not taken based on any or all the contents of any research report or communication to the fullest extent permitted by law.
Reproduction of this report, even for internal distribution, is strictly prohibited. Receipt and review of this research report constitutes your agreement not to redistribute, retransmit, or disclose to others the contents, opinions, conclusion or information contained in this report (including any investment recommendations or estimates) without first obtaining express permission from ׶Ƶ. The information in this Report has been obtained from sources believed to be reliable; however, neither its accuracy, nor completeness, nor the opinions based thereon are guaranteed. The products are being provided to the user on an “as is” basis, exclusive of any express or implied warranty or representation of any kind, including as to the accuracy, timeliness, completeness, or merchantability or fitness for any particular purpose of the report or of any such information or data, or that the report will meet any user’s requirements. ׶Ƶ may issue or may have issued other reports that are inconsistent with or may reach different conclusions than those represented in this Report, and all opinions are reflective of judgments made on the original date of publication. ׶Ƶ is under no obligation to ensure that other reports are brought to the attention of any recipient of the ׶Ƶ.
׶Ƶ Risk ׶Ƶ, including its Credit Quality Scores and related information, and discontinued products, such as ׶Ƶ Ratings, are provided by ׶Ƶ Analytics, LLC.׶Ƶ Limited is authorised and regulated by the Financial Conduct Authority (FCA). This product is not intended for use in the UK by retail clients, as defined by the FCA. This report is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
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US Special Situations: Belk completes deleveraging transaction – Press Release /us-special-situations-belk-completes-deleveraging-transaction-press-release/ Fri, 26 Jul 2024 13:08:26 +0000 /?p=21751 Press release:CHARLOTTE, N.C.–(BUSINESS WIRE)–Belk, Inc. (“Belk” or the “Company”), a privately-owned department store with nearly 300 stores across the Southeastern United States, today announced that it has completed a value-maximizing...

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Press release:CHARLOTTE, N.C.–()–Belk, Inc. (“Belk” or the “Company”), a privately-owned department store with nearly 300 stores across the Southeastern United States, today announced that it has completed a value-maximizing deleveraging transaction (the “Transaction”) with the Company’s first and second lien lenders and equity sponsor, Sycamore Partners (“Sycamore”). Through the Transaction, Belk has reduced its outstanding debt by more than $950 million, amended its existing asset-based credit facility to extend the maturity date to July 2029, and secured approximately $485 million in new capital, including (i) $275 million of secured term loans and (ii) a $210 million securitization facility secured by revenue streams from the Company’s loyalty credit card program.

The Transaction is the result of Sycamore’s efforts with Belk’s lenders to significantly deleverage the Company’s capital structure, preserve thousands of jobs, and provide the business with additional liquidity to expand national vendor partnerships. This strategic step strengthens the Company’s financial position and further enhances its ability to deliver for its customers and partners.

“Today’s announcement marks a pivotal milestone for Belk as we move into the future with a capital structure that positions our business for sustainable, long-term growth and profitability,” said Don Hendricks, Belk’s Chief Executive Officer. “We are confident that our stronger balance sheet will enable us to build on the momentum and growth we’ve seen in recent quarters, better serve our customers and their communities and be an even stronger partner to our vendors.”

Through this transaction, certain of Belk’s existing lenders, including funds associated with KKR and Hein Park, will have a controlling interest in the business, as the Company continues to execute its strategic plan and drive growth.

Advisors

Kirkland & Ellis LLP served as legal advisor, Lazard Frères & Co. LLC served as investment banker, KKR Capital Markets LLC served as the structuring agent and sole arranger on the card program securitization, and C Street Advisory Group served as strategic communications advisor to Belk.

Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor, and Evercore served as investment banker to an ad hoc group of first lien term loan lenders.

 

Erica Carnevalli
News Associate
erica.carnevalli@levfininsights.com
LevFin Insights

 


Disclaimer

This Report is for informational purposes only. Neither the information contained in this Report, nor any opinion expressed therein is intended as an offer or solicitation with respect to the purchase or sale of any security or as personalized investment advice. ׶Ƶ and its affiliates do not recommend the purchase or sale of financial products or securities, and do not give investment advice or provide any legal, auditing, accounting, appraisal, valuation or actuarial services. Neither ׶Ƶ nor the persons involved in preparing this Report or their respective households has a financial interest in the securities discussed herein. Recommendations made in a report may not be suitable for all investors and do not take into account any particular user’s investment risk tolerance, return objectives, asset allocation, investment horizon, or any other factors or constraints.
Information included in any article that includes analysis of documents, agreements, controversies, or proceedings is for informational purposes only and does not constitute legal advice. No attorney client relationship is created between any reader and ׶Ƶ as a result of the publication of any research report, or any response provided by ׶Ƶ (including, but not limited to, the ask an analyst feature or any other analyst interaction) or as the result of the payment to ׶Ƶ of subscription fees. The material included in an article may not reflect the most current legal developments. We disclaim all liability in respect to actions taken or not taken based on any or all the contents of any research report or communication to the fullest extent permitted by law.
Reproduction of this report, even for internal distribution, is strictly prohibited. Receipt and review of this research report constitutes your agreement not to redistribute, retransmit, or disclose to others the contents, opinions, conclusion or information contained in this report (including any investment recommendations or estimates) without first obtaining express permission from ׶Ƶ. The information in this Report has been obtained from sources believed to be reliable; however, neither its accuracy, nor completeness, nor the opinions based thereon are guaranteed. The products are being provided to the user on an “as is” basis, exclusive of any express or implied warranty or representation of any kind, including as to the accuracy, timeliness, completeness, or merchantability or fitness for any particular purpose of the report or of any such information or data, or that the report will meet any user’s requirements. ׶Ƶ may issue or may have issued other reports that are inconsistent with or may reach different conclusions than those represented in this Report, and all opinions are reflective of judgments made on the original date of publication. ׶Ƶ is under no obligation to ensure that other reports are brought to the attention of any recipient of the ׶Ƶ.
׶Ƶ Risk ׶Ƶ, including its Credit Quality Scores and related information, and discontinued products, such as ׶Ƶ Ratings, are provided by ׶Ƶ Analytics, LLC.׶Ƶ Limited is authorised and regulated by the Financial Conduct Authority (FCA). This product is not intended for use in the UK by retail clients, as defined by the FCA. This report is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
Certain data appearing herein is owned by, and used under license from, certain third parties. Please see Legal Notices for important information and limitations regarding such data. For terms of use, see Terms & Conditions.
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Monsanto/Bayer: Aspirin Is No Cure for Purdue /monsanto-bayer-aspirin-is-no-cure-for-purdue/ Fri, 19 Jul 2024 08:11:51 +0000 /?p=21725 The post Monsanto/Bayer: Aspirin Is No Cure for Purdue appeared first on ׶Ƶ.

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Executive Summary

  • We have previously discussed that Monsanto has considered using the Texas Two-Step liability management strategy to deal with its mass tort exposure related to PCBs and glyphosate.
  • The U.S. Supreme Court’s recent decision in Purdue Pharma has thrown a wrench into this potential strategy when it rejected nonconsensual third-party releases.
  • Monsanto could conceivably still attempt the Texas Two-Step strategy on the hope of negotiating a consensual settlement with a critical mass of claimants, but we think there’s a substantial risk that holdouts would stymie any such attempt.
  • We are still waiting on updates regarding Monsanto’s preemption efforts, particularly the Third Circuit’s forthcoming decision in Schaffner v Monsanto.
  • Don’t miss the final episode of this season’s ׶Ƶ flagship podcast, “Know More, Risk Better”—which will be released on July 17 (available HERE) – that will cover the U.S. Supreme Court’s recent decisions in Purdue Pharma and Loper Bright (overruling Chevron).

Relative Value

Given we had a low probability weighting on the prospects of positive news for Monsanto at the U.S. Supreme Court, we are maintaining our Outperform recommendation given the current wide spreads on the bonds. Bayer’s focus on debt reduction in the coming years is positive for bondholders. We expect to see ongoing Glyphosate and PCB verdicts and opinions during the year, and we will assess each one when announced. While we also see a positive outcome in the Third Circuit as a low probability event, an opinion in Bayer’s favor would be a substantial victory for the company.

Texas Two-Step Update

We have previously discussed Monsanto’s litigation challenges concerning polychlorinated biphenyls (PCBs) and glyphosate, the active ingredient in Roundup. We assume our subscribers are generally familiar with these issues, and in particular, Monsanto’s consideration of the Texas Two-Step liability management strategy. For additional context and background, please refer to our previous reports entitledand.

To recap, the Texas Two-Step strategy involves a divisional merger under Texas law that separates a company facing mass tort claims into two distinct legal entities. One entity assumes the liabilities and files for bankruptcy to resolve the claims, while the other retains all valuable assets. In our prior reports, we hypothesized that Monsanto could potentially employ this strategy: ‘Bad Monsanto’ would assume the litigation liabilities, and ‘Good Monsanto’ would keep the valuable assets and continue normal operations. Under this hypothetical scenario, Bad Monsanto would file for bankruptcy and litigation claims related to PCBs and glyphosate would be channeled to itself. Meanwhile, Good Monsanto would be shielded from future litigation through a non-consensual third-party release in exchange for a settlement payment. This payment would fund a recovery trust created in the Bad Monsanto bankruptcy case to compensate tort victims and creditors. (We discuss these concepts in detail in our two primers on mass torts and bankruptcy, which are availableand.) If successful, this strategy would allow Monsanto to resolve its mass tort exposure in one forum—a bankruptcy court—rather than facing the traditional tort system, which involves case-by-case litigation with unpredictable outcomes and high costs (e.g., jury verdicts).

As we noted previously, the Texas Two-Step strategy has been attempted by several companies in recent years. Notable examples include Johnson & Johnson, which sought to manage its talc exposure through the bankruptcy of LTL Management, and 3M, which attempted to address liabilities associated with its earplug products through the bankruptcy of Aearo Technologies. However, both companies were unsuccessful because the bankruptcy cases for LTL and Aearo were dismissed. By contrast, the strategy has seen limited success in the case of Bestwall LLC, a subsidiary of Georgia Pacific facing considerable asbestos claims. See. Over the last year we have also opined that the Texas Two-Step strategy is shrouded in uncertainty and controversy, and that Monsanto’s chances of successfully utilizing the strategy are tenuous at best.

Our concerns about the propriety of the Texas Two-Step—and our view that Monsanto would likely have limited success utilizing such a strategy—have largely been confirmed by the U.S. Supreme Court’s recent decision arising from an appeal in the Purdue Pharma (“Purdue”) chapter 11 bankruptcy case.See. As we predicted, the U.S. Supreme Court held that the U.S. Bankruptcy Code does not authorize nonconsensual third-party releases, which are a necessary ingredient for protecting ‘Good Monsanto’ in our hypothetical outlined above.

Despite our reservations, we think it is still theoretically possible for Monsanto to attempt the Texas Two-Step strategy on the hope of negotiating a consensual settlement with a critical mass of claimants within the bankruptcy case of ‘Bad Monsanto.’ After all, that is basically what happened in Purdue, where nearly all creditors eventually supported the third-party releases and the reorganization plan. Monsanto could attempt to achieve a similar result, even if some creditors do not agree to the settlement. Nonetheless, we believe there would be significant risk that holdout creditors could be too large and could stymie the strategy, as one motivating factor bringing creditors to the negotiating and settlement table is the threat of a nonconsensual release. Of course, such a strategy also assumes that a Bad Monsanto bankruptcy would not be dismissed like with the attempts made by Johnson & Johnson and 3M.See;

In the end, thePurduedecision is clearly a setback for Monsanto (if it was even seriously considering this strategy at all), and all eyes and ears will be focused on its outstanding preemption strategy.

Preemption Update

Unfortunately, we do not have any updates on Monsanto’s preemption strategy because we are still waiting on the Third Circuit’s preemption decision in a case styled Schaffner v. Monsanto. For more background and context, we invite our subscribers to read, which is our most recent update on Monsanto’s preemption efforts.

Upcoming Podcast: More onPurdue Pharma

We also encourage our readers to check out the final episode of this season’s ׶Ƶ flagship podcast, “Know More, Risk Better,” which will be released on July 17, 2024. This episode, which is co-hosted by Winnie Cisar (Global Head of Strategy) and Zach Griffiths (Head of IG and Macro Strategy), with special guest Mark Lightner (Head of Special Situations Legal Research), delves into the U.S. Supreme Court’s decisions inPurdue PharmaandLoper Bright(overrulingChevron). The podcast is available HERE.

 

Mark Lightner, Esq.
Head of Special Situations Legal Research
mlightner@creditsights.com |
׶Ƶ

Andrew Brady
Head of Basics
abrady@creditsights.com |
׶Ƶ

 


Disclaimer

This Report is for informational purposes only. Neither the information contained in this Report, nor any opinion expressed therein is intended as an offer or solicitation with respect to the purchase or sale of any security or as personalized investment advice. ׶Ƶ and its affiliates do not recommend the purchase or sale of financial products or securities, and do not give investment advice or provide any legal, auditing, accounting, appraisal, valuation or actuarial services. Neither ׶Ƶ nor the persons involved in preparing this Report or their respective households has a financial interest in the securities discussed herein. Recommendations made in a report may not be suitable for all investors and do not take into account any particular user’s investment risk tolerance, return objectives, asset allocation, investment horizon, or any other factors or constraints.
Information included in any article that includes analysis of documents, agreements, controversies, or proceedings is for informational purposes only and does not constitute legal advice. No attorney client relationship is created between any reader and ׶Ƶ as a result of the publication of any research report, or any response provided by ׶Ƶ (including, but not limited to, the ask an analyst feature or any other analyst interaction) or as the result of the payment to ׶Ƶ of subscription fees. The material included in an article may not reflect the most current legal developments. We disclaim all liability in respect to actions taken or not taken based on any or all the contents of any research report or communication to the fullest extent permitted by law.
Reproduction of this report, even for internal distribution, is strictly prohibited. Receipt and review of this research report constitutes your agreement not to redistribute, retransmit, or disclose to others the contents, opinions, conclusion or information contained in this report (including any investment recommendations or estimates) without first obtaining express permission from ׶Ƶ. The information in this Report has been obtained from sources believed to be reliable; however, neither its accuracy, nor completeness, nor the opinions based thereon are guaranteed. The products are being provided to the user on an “as is” basis, exclusive of any express or implied warranty or representation of any kind, including as to the accuracy, timeliness, completeness, or merchantability or fitness for any particular purpose of the report or of any such information or data, or that the report will meet any user’s requirements. ׶Ƶ may issue or may have issued other reports that are inconsistent with or may reach different conclusions than those represented in this Report, and all opinions are reflective of judgments made on the original date of publication. ׶Ƶ is under no obligation to ensure that other reports are brought to the attention of any recipient of the ׶Ƶ.
׶Ƶ Risk ׶Ƶ, including its Credit Quality Scores and related information, and discontinued products, such as ׶Ƶ Ratings, are provided by ׶Ƶ Analytics, LLC.׶Ƶ Limited is authorised and regulated by the Financial Conduct Authority (FCA). This product is not intended for use in the UK by retail clients, as defined by the FCA. This report is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
Certain data appearing herein is owned by, and used under license from, certain third parties. Please see Legal Notices for important information and limitations regarding such data. For terms of use, see Terms & Conditions.
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US Bankruptcy: Chicken Soup for the Soul Converts to Chapter 7 Amid Insufficient Funds /us-bankruptcy-chicken-soup-for-the-soul-converts-to-chapter-7-amid-insufficient-funds/ Fri, 12 Jul 2024 13:22:14 +0000 /?p=21700 Chicken Soup for the Soul(CSSE) converted its chapter 11 case to a chapter 7 liquidation after the companyannounced to the Delaware Bankruptcy Court yesterday that it failed to reacha consensus...

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Chicken Soup for the Soul(CSSE) converted its chapter 11 case to a chapter 7 liquidation after the companyannounced to the Delaware Bankruptcy Court yesterday that it failed to reacha consensus with prepetition lenders due to the lack of a viable budget to fund its path through bankruptcy. Michael Cooley of Reed Smith for the debtor stated to presiding Judge Thomas Horan at a status conference yesterday that “this is heartbreaking because we think there is value but the lenders are not willing to take the risk associated with a [chapter 11 bankruptcy].”

Richard Pachulski, special counsel for CSSE’s management, stated that the reality is that there is not enough income to cover payroll and ongoing employee health insurance despitethe $8mn interim DIP facility. Even after securing the $8mn in financing, CSSE is $1.5mn short in funding health benefits.

The debtor filed for chapter 11 on June 28 with an original $20mn DIP commitment from prepetition lender Owlpoint. However, the debtor’s first-day hearing on July 1 was adjourned, as court filings revealed that the debtor was behind 10 days on payroll. Prepetition creditor HPS stepped in and agreed to provide $8mn in initial DIP financing to allow the debtor to fund payroll and restore health benefits, with an increase to the facility available in the future.

Despite the attempts to secure additional financing for the debtor’s bankruptcy operations, CSSE and its creditors stated to the court yesterday that it failed to produce a viable 13-week DIP budget that would see the case through emergence.

 

Related Documents:

 

Jennifer Lappe, J.D.
Legal Analyst
jennifer.lappe@levfininsights.com
LevFin Insights

 


Disclaimer

This Report is for informational purposes only. Neither the information contained in this Report, nor any opinion expressed therein is intended as an offer or solicitation with respect to the purchase or sale of any security or as personalized investment advice. ׶Ƶ and its affiliates do not recommend the purchase or sale of financial products or securities, and do not give investment advice or provide any legal, auditing, accounting, appraisal, valuation or actuarial services. Neither ׶Ƶ nor the persons involved in preparing this Report or their respective households has a financial interest in the securities discussed herein. Recommendations made in a report may not be suitable for all investors and do not take into account any particular user’s investment risk tolerance, return objectives, asset allocation, investment horizon, or any other factors or constraints.
Information included in any article that includes analysis of documents, agreements, controversies, or proceedings is for informational purposes only and does not constitute legal advice. No attorney client relationship is created between any reader and ׶Ƶ as a result of the publication of any research report, or any response provided by ׶Ƶ (including, but not limited to, the ask an analyst feature or any other analyst interaction) or as the result of the payment to ׶Ƶ of subscription fees. The material included in an article may not reflect the most current legal developments. We disclaim all liability in respect to actions taken or not taken based on any or all the contents of any research report or communication to the fullest extent permitted by law.
Reproduction of this report, even for internal distribution, is strictly prohibited. Receipt and review of this research report constitutes your agreement not to redistribute, retransmit, or disclose to others the contents, opinions, conclusion or information contained in this report (including any investment recommendations or estimates) without first obtaining express permission from ׶Ƶ. The information in this Report has been obtained from sources believed to be reliable; however, neither its accuracy, nor completeness, nor the opinions based thereon are guaranteed. The products are being provided to the user on an “as is” basis, exclusive of any express or implied warranty or representation of any kind, including as to the accuracy, timeliness, completeness, or merchantability or fitness for any particular purpose of the report or of any such information or data, or that the report will meet any user’s requirements. ׶Ƶ may issue or may have issued other reports that are inconsistent with or may reach different conclusions than those represented in this Report, and all opinions are reflective of judgments made on the original date of publication. ׶Ƶ is under no obligation to ensure that other reports are brought to the attention of any recipient of the ׶Ƶ.
׶Ƶ Risk ׶Ƶ, including its Credit Quality Scores and related information, and discontinued products, such as ׶Ƶ Ratings, are provided by ׶Ƶ Analytics, LLC.׶Ƶ Limited is authorised and regulated by the Financial Conduct Authority (FCA). This product is not intended for use in the UK by retail clients, as defined by the FCA. This report is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
Certain data appearing herein is owned by, and used under license from, certain third parties. Please see Legal Notices for important information and limitations regarding such data. For terms of use, see Terms & Conditions.
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