Chapter 11

by

5 Things to Know About DIP Financing

If you aren’t familiar with the term DIP financing, well, that might be a good thing. That means your company hasn’t had to explore the possibility of bankruptcy.

DIP (which means debtor-in-possession) financing is for companies in financial distress, primarily for those who have filed for Chapter 11 bankruptcy. Even if you think you may never have to worry about bankruptcy, it’s good to understand what DIP financing is. It is important that you obtain financing PRIOR to filing for bankruptcy protection. To do otherwise seriously jeopardizes your ability to survive.

Remember, even if you are contemplating filing bankruptcy, that does not have to mean the end of your business. Many companies successfully emerge from bankruptcy and DIP financing can be one of the tools your company uses to get it through a difficult time.

Here are five things you should know about DIP financing.

1. This form of debt can allow a company to continue operating until the assets of the company are sold or the business is successfully reorganized. Companies in distress need money to continue operating. But they may already have cash flow problems, and once they have filed for Chapter 11, other forms of credit may dry up, they may begin to lose revenue as customers go elsewhere and they may have additional expenses related to the bankruptcy. So, they may need another source of cash quickly. DIP financing is often the best answer.

2. DIP financing can sometimes be obtained from an existing lender. Sometimes an existing lender will lend money in the form of a DIP loan. They may do so to protect their interests, finance a sale or to protect a liquidation of your assets. The majority of DIP lenders last year were interested parties, according to DebtWire’s North America DIP Financing Report for 2016.

But a current lender may be reluctant or unable to increase its debt level with a company that has filed Chapter 11. A DIP from another lender can be the answer to obtain financing when other sources are not available.

3. Unlike some forms of debt, DIP financing takes top priority, despite it being the newest form of financing for a company. Remember, “Last in, first out”. This is referred to as super priority. A DIP load will be paid back before any other existing debt. This of course is critical to the lender as they have reassurance they will most likely get paid back, even if the company ends up being liquidated. Note that Administrative Claims of the Bankruptcy could be carved out prior to your Super Priority Claim. A good lawyer can assist in this process.

4. Interest rates can vary widely. Rates in 2016 varied from 12% to 18%, according to DebtWire’s DIP Financing Report. Most had maturity rates of less than a year, while some were as short as three months. Note that interest rates for smaller DIP loans (less than $1.0 million), which have more risk to the lender could approach 20%+ range.

Amounts vary widely as well. I’ve worked with companies that needed DIP loans of less than $1million but most required millions of dollars to finance their survival.

5. DIP financing can help restore confidence to the company’s vendors and customers. Knowing that a lender has examined the business and its ability to repay the money, and is willing to lend it more money can help calm concerns in the market. Customers and vendors that may have been tempted to take their business elsewhere may be reassured that the company has the funds to continue operations, keep vendors current and is committed to emerging from bankruptcy.

If you’d like assistance in obtaining DIP financing, please contact me directly at LKatz@GlassRatner.com or (404) 307-6150. We have many sources throughout the country. We also have several local lenders that specialize in smaller credit facilities.

by

5 Big Blunders CEO’s Make That Lead to Crises

My last white paper was about the faux pas of CEOs in crisis, but in writing that paper I started thinking about some of the biggest mistakes CEOs, presidents and business owners make that result in crises. Since you may not be facing a crisis right now – and I hope you never are – I wanted to share these blunders with you so that you could either avoid them or start rectifying them.

1. Growing a Business Without Proper Equity or the Right Financial Structure

It’s never wise to try to grow your business without enough money. I once carved an injected molding company in Toledo, OH like a Thanksgiving turkey because the president sunk $2.5 million into his pet project: making the perfect bottle-cap. He effectively leveraged the entire company by borrowing against it to pursue this dream. Not only did he bet the ranch, but he tried to grow and evolve his business without sufficient funding to keep it running. Let that be the first lesson: make sure you have enough capital before making any big moves.

2. Growing a Business Without a Sufficient or Competent Management Team

The corollary to having enough capital to grow your business is having the right management team to do so as well. I’ve run Ocean Pacific twice. The first time was because they were expanding overseas without the proper personnel who understood sourcing and distribution in international markets. Though they lost a ton of money before we arrived, we were able to scale back to domestic manufacturing and refocus the company on design and licensing.

Many years later we were brought back in for a similar reason. Not only had the company lost control of its brand, entered into poor licensing arrangements and become embroiled in trademark issues, but they had accumulated a ton of debt. Once again, the management team couldn’t handle its responsibilities. The company was restructured through bankruptcy, selling its licenses to a private equity firm. Learn from Ocean Pacific and don’t embark on new strategies for growth without acquiring the right management team first.

3. They Allow Idiot Family Members to Run Key Divisions of the Business

Putting family members in key positions of your business can be dangerous without written expectations and a timeline for control, advancement and responsibilities. It takes a unique father and CEO to balance the intersection of a family and a business. Problems arise in many places, but particularly as it comes to entitlements, compensation and selling the business.

I had a mechanical engineering company in New York that was in the middle of a restructure that included a large union shop. The father had died and put his wife in charge as CEO. The son, resentful of his diminutive role due to a lack of delineated expectations and a board-approved succession plan, and, in his eyes, inadequate compensation, was stealing a lot of money. When we confronted good ol’ Charlie, he took a kitchen knife to his mother. Fortunately, she lived, got a restraining order, and kicked him out of the company.

Mixing business and family is not easy. Be careful and have the sense to know when someone is incapable of doing the job he feels entitled to do, family or not. Always manage expectations by putting everything in writing.

4. They Skew the Facts to Boards, Creditors and Constituents to “Sell the Deal”

As I’ve discussed before, honesty really is the best policy. The CEO of a hard drive manufacturer in California desperately wanted a line of credit from his bank for $60 million, so he stuffed the channel in order to make his company appear worthy.

Stuffing the channel is when a manufacturer oversells product to put sales on the books, despite knowing that much of the merchandise will come back unsold; this inflates the books by overstating the top line, thereby improving the bottom line. This strategy led to the loan, but when the company repurchased the inventory on the channel within 60 days, it became out of compliance on the line of credit. Once the bank defaulted the company I was brought in to salvage what I could and to hopefully restructure the company. The company survived thanks to some hedge fund loans, but the CEO lost his job because he skewed the facts.

Not bending the facts is so important that it deserves a second story. Before the technology was so ubiquitous, lazer-tag equipment had a very high value, and a Texas-based company seeking a large loan claimed it had more inventory on its books than it did; the company added the inventory in its Ireland-based location to the US books. The US auditors never verified the inventory and granted the company a far larger loan than it could handle. When the company filed for Chapter 11, I was brought in as CEO; within weeks of my new position I discovered we were $75 million short in inventory. I immediately went to the judge to convert the case to a Chapter 7 rather than try to bring the company through the bankruptcy and be embarrassed by the fraud. The creditors ultimately sued the accounting firm and made millions of dollars from faulty accounting, once again highlighting the blunder of skewing facts.

5. The President/CEO/Owner Can’t Keep It in His Pants

I have more examples for this one than any other lesson I know, but I’ll highlight this case with two basic stories to indicate how easy it is to get caught and how ruinous it always is. The president of an apparel manufacturer had other interests: he wanted to design the perfect yacht. He certainly succeeded in making a great one, such that he ended up in a prestigious yachting magazine. However, when he and his innovative yacht were photographed for the cover shoot, he failed to ask his girlfriend to get off the yacht or at least cover up her delightfully revealing bikini. When his wife saw the cover of the magazine, she filed for divorce and he lost control of the company.

In another case I was brought in to resolve as president, the CEO and Chairman of the Board of a retail establishment was caught with his kids’ babysitter while his company was going through a Chapter 11 restructuring. Once the matter became public, he lost focus on the business and the employees and the creditors lost faith in him. Ultimately, the business was sold off in pieces.

Gentlemen: keep it in your pants. Not doing so can be very expensive. For the record, I have similar stories about the other gender, but I’ll save them for another time.

by

The Regrets of “Too Late,” Managing a Company in Crisis, Part III

Similar to last time, I’ll happily wait while you read and enjoy parts One and Two of this series.

Consider All Your Options Before Making a Decision

I find that in a crisis, some leaders often accept bad advice without thinking through their options (I’ll address the issue of mistakes leaders make in crisis more thoroughly in my upcoming White Paper).

In the case of our bankrupt restaurant, the Board of Directors got bad advice to file for Chapter 11 Bankruptcy. It’s not that they shouldn’t have filed at some point, but their timing was terrible.

To survive a Chapter 11 you have to prepare properly, and by filing without making the appropriate preparations, the company created more problems than they already had. With more time, we could have found a better DIP lender and/or located a purchaser for the entire company.

But what can you learn from this?

Don’t Wait Too Long to Ask for Help

It can be difficult to know when you need professional, outside help. For 5 signs on when it’s time to call a turnaround professional, read Vic’s guest post.

Generally, when you’re either panicking or deferring to unqualified people for advice, it’s wise to consult an outside professional. Don’t worry too much about whether or not you think you don’t need help, as turnaround managers with integrity will tell you honestly if you don’t need their help. Better safe than sorry.

I have many meetings with business leaders who, being proactive, invite me in to discuss how GGG can help them and their businesses, but at which I tell people that they can solve their problems on their own. Knowing that I’ll tell it to them straight establishes trust, a key to success in this business, and ensures that I’ll hear from them (or their friends) when there really is a matter that requires my involvement.

Whether or not GGG is hired, CEOs who speak with me early are confident in their abilities to face their companies’ challenges. It is always better to know that you are okay than to ask for help too late.

If Only

In the case of this malfunctioning restaurant, we were needed – but sooner than when we were called.

If we had . . . 

. . .  arrived when emergency mode kicked in, we would have advised against filing for bankruptcy when they did and salvaged more of the business as a result.

. . . been involved before the large judgement against this company, I could have negotiated their crippling settlement down and mitigated its demoralizing impact on the team.

. . . been brought in at the beginning of the crisis we could have saved the whole company. In fact, the bankruptcy could have been avoided altogether, but it was done before we were consulted.

Let this echo the lesson that you ought to bring in the professionals before it’s too late.

Our Expertise is Fixing Problems

There are a lot of talented people in the midst of a crisis like this, but they’re not looking at the big picture the way a turnaround professional worth his salt is. Lawyers are looking one way. Accountants are looking another. But we have an overall grasp of all the legal, accounting and business angles, and we’re the perfect catalysts to see a turnaround through. After all, that’s why they call us turnaround professionals.

One of our key objectives in crisis situations is to empower the company leader by acting as his sounding board and instilling a sense of confidence while recommending creative and unique solutions based on our experience saving companies. This works no matter the company’s widget and ensures future potential crises are managed with greater success and poise.

Lesson Learned

The probability of successfully reorganizing in a Chapter 11 is statistically less than 25%. Without proper planning, reasonable terms for a DIP loan, and a focused Board and management, the probability of a successful reorganization is NIL.

Have you ever waited until it was too late to take action? What happened and how will you behave differently next time?

by

Lessons from a Burning House: Saving a Company in Crisis, Part I

When there’s a fire, call the fireman.

The Crisis

A few years ago, a popular chain of restaurants found itself at a defining point in its history.

The company filed for protection under Chapter 11 of the Bankruptcy Code following a detrimental legal judgment and the termination of its President. These, in addition to a feuding board, were the final pushes that landed the company in a crisis, but fortunately there were still members of senior management who were committed to seeing all or part of the company survive.

Thus, GGG was brought in to see the chain through the crisis and evaluate alternative restructuring solutions.

First Put Out the Fire, No Matter the Cost

If, God forbid, there’s a fire in your house, you don’t finish the laundry and the dishes before grabbing the dog, the baby and the family jewels and getting the heck out. You either put out the fire or call the fireman and get the heck out!

As the firemen at this conflagration, it was our job to stop the fire and save whatever we could. By working with the company to secure a Debtor-in-Possession loan, which is a line of credit in bankruptcy, we were able to make some tough moves to put out the fire and allow some of the company to survive.

We advised the chain regarding the closing of unprofitable locations that were burning cash. We needed to squash those fires in order to get the best bang for the few bucks the company had left. In a town fire, this is like letting part of the town get eaten by flames in order to effectively protect the main square from the inferno. Although this was difficult for everyone, letting go of parts of the company allowed the core to survive.

Assume the Worst to Protect Yourself

In any restaurant or bar business, you need to focus on the costs of your food and alcohol. This not only applies to sourcing from your supplier at the lowest fair price but also locking the back door to your establishment.

No matter your business, always watch the back door.

It seemed that this restaurant’s managers thought the best about their teams, but too many employees proved them wrong. When we investigated, we found food and liquor in dumpsters behind numerous locations. Employees were putting things outside during their shifts and coming back later to pick them up.

“Glad that doesn’t apply to me,” you might be saying if you’re not in the restaurant business. But it does!

No matter your business, always watch the back door.

People in all professions find creative ways of draining the company’s resources for personal gain. Be proactive in protecting yourself before harm comes to your business.

It’s never fun but you have to assume the worst. No one wants to imagine that his house could burn down, and theft was hardly the only reason why (though the theft at the corporate level was even more grandiose!) – but that doesn’t stop you from having a fire extinguisher, knowing where the valuables are, and, if you’re wise, running a family fire drill bi-annually.

Think about how people may take advantage of you and put policies and practices in place that minimize the possibility of abuse to your organization.

The second and third parts of this series, available in upcoming weeks, will explore the creative process of solving major problems and how to do so in a crisis situation.

Have you ever caught theft happening at your establishment or somewhere you worked? What was happening and what did you do?

by

The Wonderful Ways of the Whiteboard in Business, Part 1

I love my white board, and quite frankly, I don’t think I could do business as successfully without it. A white board lends clarity to complex situations and helps viewers logically analyze the many issues surrounding a case or problem.

The white board also allows you to see the holes in your logic – and therefore solidify your case by dealing with those holes.

Other white board fleshings reveal that you had the wrong fact in place. Many times I find that people are operating under the pretense of erroneous information, but by sharing their thoughts on a white board, they allow others to see their wrong facts and correct them.

In short, white boards get everyone on the same page.

Whiteboard Timelines

I find that timelines are one of the most useful ways to employ a white board. With one client we strategized a Chapter 11 case and created a timeline that included everything from the details of the date of filing to the date of exiting, thinking the whole process would take 9 months (ambitious, I know).

As we made the timeline we assigned specific tasks and responsibilities to people, and we also added our goals. By placing our goals at appropriate time intervals and getting buy-in from everyone involved, we could see how missed deadlines would affect our actual timing throughout the process.

And timelines aren’t just for bankruptcies. They work with any task: moving production lines, BK plans, relocating your offices, planning a wedding or whatever else.

With a timeline visualized on a white board you can get buy in, understand milestones and see how adjustments need to be made. This also reinforces people doing their jobs on time because their screw ups or lapses are tied into everyone else’s success and the overall feasibility of the timeline and the plan. This creates a great deal of personal responsibility and the consequences become very palpable.

This can all be especially effective if you add a budget to your whiteboard timeline.

An Example – With Horses!

Rotama Park, which I’ll discuss more thoroughly another time, was a race track that took 100 million dollars to build over 18 months – and 30 days to run out of cash.

I wanted to get them out of bankruptcy in 12 months. With my initial filing I also needed marketing plans, PR and other “why we’ll survive” materials. There was an opening period to fine-tune operations for profitability and positive cash flow, restructure debt equity and maintain a line of credit – and by day 300 we needed the disclosure statement hearing and approval so that by day 360 we were out of bankruptcy.

People said it couldn’t be done, but after putting the timeline on the whiteboard so that they could visualize the process, we were able to get buy in by asking each person involved what he needed to complete his responsibilities on time.

Without a whiteboard workout this turnaround never would have happened. Only by mapping everything out for all involved was I able to get buy-in and approval.

Use the whiteboard to your advantage and see where it can take you.

Do you use white boards? How do they help you?

by

What Napoleon Can Teach Business Leaders

A leader is a dealer in hope.
– Napoleon Bonaparte

This is a lesson I learned on one of my earliest turnarounds, and though I’ve talked about it before, it’s worth reiterating to emphasize the point.

A very large cheerleading supply company was having huge problems and needed to be brought through a Chapter 11 restructuring. So, they brought me in.

I realized more than anything during this project that nothing pulls a team or company together like having hope, and I hardly think that any company could have taught me this lesson quite like a cheerleading supply company.

When you think about cheerleaders, you realize that they’re cheering hardest when their team is down and needs a big score (or three) to win the game. It’s the cheerleaders job to keep the crowd on its feet and not to let the fans’ silence and dejected feelings infect the team. The worse the situation is, the louder cheerleaders cheer.

So when it was a cheerleading company restructuring through a Chapter 11 bankruptcy, you could imagine that they knew how to cheer for themselves and keep the hope alive.

After 18 months we came out the other side of this restructuring, and at the hearing, I gave everyone pompoms, including the judge.

To this day I still have my pompoms in my office to remind me that no matter how bad things get in a turnaround, as the appointed leader, it’s my job to be a dealer in hope. It’s my job to tell everyone that we will get through it and that we have to work harder than ever to pull us out the other side.

If I don’t do that, I’ve done nothing.

As a business leader, no matter what level of management you’re at, it’s your job to deal out the hope, whether the chips are down or up. No one can fight or work or play if they don’t have hope that what they’re trying to accomplish is possible.

Be a leader who deals in hope.

How do you bring hope to your team or business?

by

What Cheerleaders Can Teach Us about Big Business

 

Last night I did a radio interview (that I’ll post when the podcast becomes available), and I was asked a question that I thought I’d share my answer to with you here.

I was asked about my guiding principle – one that helps me lead my firm and other companies that hire me as their CEO.

My Guiding Principle: Be Proactive, Not Reactive.

I live by this motto, give speeches about it, and I’ve mentioned it here before.

All businesses have problems. Nothing goes as you expect it to. But if you’re proactive in your leadership, decision making and planning then you’ll have the tools, people, and ideas in place to handle much of what comes at you.

On the contrary, if you’re constantly reacting to everything, you’ll never get your feet underneath you long enough to resolve your problems.

I’ve also found that honest communication goes a long way. People try to lead secretly, and that doesn’t work. Yes, leaders run businesses, not committees, but if leaders are honest with those involved, especially key stakeholders like boards, banks and creditors, there is a much greater chance for success.

Ra Ra Ra!!!

My initial turnaround success was a Chapter 11 restructuring at a company called Cheerleader Supply, a $50+ Million revenue business with over 1000 employees. As their name suggests, they made cheerleading uniforms, pompoms, etc., and they sent kids to summer camp to learn how to become cheerleaders.

It was the spirit of Cheerleader Supply that helped get it through Chapter 11 restructuring, and I learned a serious lesson about attitude from them.

Think about football games. When your team is down, the cheerleaders cheer harder – they don’t get dejected. Seeing that attitude – embodied by everyone at Cheerleading Supply – inspired me and allowed me to be the best catalyst for big change that I could be and ultimately brought that company through Chapter 11.

I’ve applied that attitude to everything going forward. To this day I still have a pompom in my office reminding me of this original successful turnaround and the importance of cheering harder and having the right attitude even when things seem their darkest.

What You Can Do

I encourage you to go forward with this attitude, which goes hand and hand with being proactive instead of reactive.

The proactive leader is cheering constantly for his company by saying that nothing is going to stop it from being successful – especially not his own complacency when it seems like he’s up by four touchdowns and can just coast (are we good with the football metaphors?).

Learn from the cheerleaders and be a proactive leader.

What’s your guiding principle? How do you think these notions can help you in your life and business?