🚽New Chapter 11 Bankruptcy Filing - Orchids Paper Products Company🚽

Orchids Paper Products Company

April 1, 2019

We first wrote about Orchids Paper Products Company ($TIS) back in November 2018 in “🚽More Trouble in Paper-Ville (Short A$$-Wipes)🚽.” It is a piece worth revisiting because it sums up the situation rather nicely. We wrote:

Orchids Paper Products Company ($TIS) is a Okahoma-based producer of bulk tissue paper which is later converted into finished products like paper towels, toilet paper and paper napkins; it sells its products for use in the “at home” market under private label to dollar stores, discount retailers and grocery stores. Its largest customers include the likes of Dollar General Corp. ($DG)Walmart Inc. ($WMT) and Family Dollar/Dollar Tree, which, combined, account for over 60% of the company’s sales. Given the rise of the dollar stores and discount retailers and the rise in private label generally, you’d think that this company would be killing it. Spoiler alert: it’s not. In fact, it is, by definition, insolvent.

And:

This company doesn’t produce enough toilet paper to wipe away this sh*tfest. See you in bankruptcy court.

And that’s precisely where they (and affiliates) are now — in the District of Delaware.

And the story hasn’t really changed: the debtors still struggle from operational issues related to their facilities, too much competition (causing margin compression and loss of pricing power), rising input costs, and customer defections. To make matters worse, given the debtors’ deteriorating financial position, raw materials suppliers reduced credit terms given the debtors’ public reporting of its troubles. Consequently, virtually all of the debtors’ financial metrics got smoked. Gross profit? Smoked. Cash flow? Smoked. Net income? Smoooooooked.

Speaking of “smooooooked,” the company twice notes its termination of their investment banker, Guggenheim Securities. Bankers get replaced all of the time: not entirely sure why they felt the need to make such an issue of it here. That said, Guggenheim apparently marketed the company for months without finding a prospective buyer that would clear the debt. The company, therefore, hired Houlihan Lokey ($HL) to market the company. The result? They couldn’t find a buyer that would clear the debt. Nothing like paying a new banker AND presumably paying some sort of tail to your old banker just to end up with your pre-petition secured lender as your stalking horse bidder (and DIP lender)! Sheesh.

As we said, “[t]his company doesn’t produce enough toilet paper to wipe away this sh*tfest.”

  • Jurisdiction: (Judge Walrath)

  • Capital Structure: $187.3mm RCF/TL (Ankura Trust Company, L.L.C.), $11.1mm New Market Tax Loan

  • Professionals:

    • Legal: Polsinelli PC (Christopher Ward, Shanti Katona, Jerry Switzer Jr.)

    • Board of Directors: Steven Berlin, John Guttilla, Douglas Hailey, Elaine MacDonald, Mark Ravich, Jeffrey Schoen

    • Financial Advisor: Deloitte Transactions and Business Analytics LLP (Richard Infantino)

    • Investment Banker: Houlihan Lokey Capital Inc.

    • Claims Agent: Prime Clerk LLC (*click on the link above for free docket access)

  • Other Parties in Interest:

    • Large Equityholder: BML Investment Partners LP

    • Prepetition RCF Admin Agent: Ankura Trust Company

    • DIP Admin Agent: Black Diamond Commercial Finance LLC

    • DIP Lender: Orchids Investment LLC

      • Legal: Winston & Strawn LLP (Daniel McGuire) & (local) Fox Rothschild LLP (Seth Niederman)

    • Stalking Horse Bidder

      • Legal: Skadden Arps Slate Meagher & Flom LLP (Kimberly Debeers, Ron Meisler)

    • Official Committee of Unsecured Creditors

      • Legal: Lowenstein Sandler LLP (Mary Seymour) & CKR Law (David Banker)

Updated 5/18

New Chapter 11 Filing - EV Energy Partners L.P.

EV Energy Partners L.P.

4/2/18

Assuming this filing has adhered to its previously announced Restructuring Support Agreement, this is pretty boring and so we'll just let the company's March press release speak for itself:

"...the Plan, which is subject to confirmation by the Bankruptcy Court, contemplates the equitization of all of the Company’s Senior Notes and the entry into an amended reserve-based lending facility with the Company’s existing lenders. Additionally, the Plan contemplates that suppliers, customers and other holders of general unsecured claims will be paid in full in the ordinary course of business and otherwise be unimpaired. The Company does not plan to reject any of its existing contracts as part of the restructuring."

The noteholders are agreeing to equitize the senior notes in exchange for 95% of the equity in the reorganized company. The upshot of this is that the company will eliminate $343 million of debt and debt-related obligations. 

Because no contracts will be rejected under section 363 of the Bankruptcy Code, all suppliers, service providers, customers, employees, royalty and working interest obligation holders will be paid in full in the ordinary course. Due to the company's Master Limited Partnership structure, however, stock holders will get hit by some "CODI" or "Cancellation of Debt Income" which ought to make for an interest tax filing. To alleviate some of that chafe, the company is offering 5% of the reorganized equity and warrants to the stock holders. 

  • Jurisdiction: D. of Delaware 
  • Capital Structure: ~$297 million RBL (funded, JPMorgan Chase Bank NA), ~$356 million 8.0% '19 senior notes (Delaware Trust Company)   
  • Company Professionals:
    • Legal: Kirkland & Ellis LLP (James Sprayragen, Joshua Sussberg, Jeremy David Evans, Brad Weiland, Travis Bayer) & (local) Pachulski Stang Ziehl & Jones LLP (Laura Davis Jones)
    • Financial Advisor: Perella Weinberg Partners LP 
    • Restructuring Advisor: Deloitte & Touche LLP
    • Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)
  • Other Parties in Interest:
    • Ad Hoc Group of Senior Noteholders
      • Legal: Akin Gump Strauss Hauer & Feld LLP
      • Financial Advisor: Intrepid Partners LLC 
    • RBL Lenders
      • Legal: Simpson Thacher & Bartlett LLP
      • Financial Advisor: RPA Advisors, LLC
    • Consenting Sponsor:
      • EnerVest, Ltd. and EnerVest Operating, L.L.C.

Will Update if Filing Differs from Advertised. 

New Chapter 11 Filing - Cocoa Services LLC

Cocoa Services LLC

  • 7/14/17 Recap: The company is a (i) part of a vertically-integrated group of companies that supported supply chain for cocoa products and (ii) wholly-owned subsidiary of Transmar Commodity Group Ltd. ("TCG"), which previously filed for bankruptcy and is in the process of being sold and wound down. TCG was the company's largest customer so...well, the bankruptcy of one has effectively dominoed into the bankruptcy of another. The company intends to sell itself to an entity known as JB Cocoa Inc. And since there's nothing else particularly interesting about this case, we're going to pour ourselves some bowls of cocoa puffs. Just because. 
  • Jurisdiction: S.D. of New York (Judge Garrity) 
  • Capital Structure: $5.3mm debt (Bank of the West), $2mm unsecured note (assumed from Transmar).      
  • Company Professionals:
    • Legal: Riker Danzig Scherer Hyland & Perretti LLP (Joseph Schwartz, Tara Schellhorn, Rachel Gillen) & (local) Klestadt Winters Jureller Southard & Stevens LLP (Tracy Klestadt, Joseph Corneau)
    • Financial Advisor/CRO: Deloitte CRG (Robert Frezza)
    • Claims Agent: Prime Clerk LLC (*click on company name above for free docket access)

Updated 8/8/17 

New Filing - Transmar Commodity Group Ltd.

Transmar Commodity Group Ltd.

  • 1/3/17 Recap: Cocoa supplier to major US and European chocolate manufacturers files for bankruptcy citing integration, hedging, and customer liquidity issues.   
  • Jurisdiction: S.D. of New York
  • Capital Structure: $400mm senior secured credit facility (ABN AMRO Capital USA) & $10mm unsecured credit facility (AMERRA Capital Management LLC)
  • Company Professionals:
    • Legal: Riker Danzig Scherer Hyland & Peretti LLP (Joseph Schwartz, Tara Schellhorn, Rachel Gillen) & (local) Klestadt Winters Jureller Southard & Stevens LLP (Tracy Klestadt, Joseph Corneau, Christopher Reilly)
    • Financial Advisor: Deloitte CRG (Robert Frezza)
    • Claims Agent: Donlin Recano (*click on company name for docket)
  • Other Parties in Interest:
    • ABN AMRO Capital USA
      • Legal: Stroock Stroock & Lavan LLP (Andrew DeNatale, Daniel Ginsberg, Matthew Garofalo)

Updated 1/21/17

New Filing - Cosi Inc.

Cosi, Inc.

  • 10/1/16 Recap (updated 11/29/16): Fast casual chain seeks expedited asset sale to stalking-horse lenders (who had agreed not to credit bid their debt). Outcome: no competing bid came in and so the company sold to the stalking horse bidder for $10mm, including, in the end, a credit bid, after all. 
  • Capital Structure: $31.2mm debt     
  • Company Professionals:
  • Other Parties in Interest:
    • UCC:
      • Legal: Nixon Peabody LLP (Lee Harrington, Christopher Desiderio, Christopher Fong)
      • Financial Advisor: Deloitte Financial Advisory Services LLP (John Doyle)
    • Lenders:
    • JPMorgan Chase Bank
      • Legal: Morgan Lewis & Bockius LLP (Andrew Gallo, Christopher Carter)