The bankruptcy court overseeing the Chapter 11 proceedings of Overseas Shipholding Group has confirmed the company’s reorganization plan, according to an order filed on the court docket.
The confirmation hearing was held today.
As reported, the bankruptcy court approved the adequacy of the company’s disclosure statement on May 27.
The company filed for Chapter 11 on Nov. 14, 2012, in Wilmington, Del., after a potential tax liability of more than $460 million came to light. The liability issue arose after the company determined that because certain U.S. subsidiaries of the company were co-obligors with certain of the company’s international units under its credit facilities, those international units could be deemed to have made some $3.2 billion in taxable distributions to the company, arising out of drawdowns on the facility. Among other things, the revelation led to a restatement of the company’s financials for 12 years, from 2000 through 2012, not to mention litigation, still pending in state court in New York, between the company and its former counsel, Proskauer Rose, over the legal advice and services that allegedly gave rise to the liability.
Ultimately, the company settled the IRS claim in December 2013 for $264.3 million (see “Overseas Shipholding says IRS claim reduced to $264.3M,” LCD, Dec. 20, 2013).
With that issue resolved, the company entered into a plan support agreement in February with lenders under its $1.5 billion credit facility, its senior tranche of debt thanks to guarantees by the company’s operating subsidiaries, under which lenders would receive nearly all of the equity in the reorganized company, except for $61.4 million of reorganized equity value that would be distributed to current equity holders via stock and warrants.
Shortly after that, however, the existence of two alternative reorganization proposals from separate shareholder groups that had formed in the case was disclosed.
Still, on March 7 the company filed its proposed reorganization plan reflecting the terms of its plan support pact, now supported by lenders holding 72% of the credit agreement claims (see “Overseas Shipholding files plan; disclosure-stmt hearing on April 11,” LCD, March 10, 2014).
On March 17, however, the bankruptcy court appointed an official equity committee in the case. The panel then made a single alternate shareholder reorganization proposal that, the panel said, would provide all of the company’s creditors with “full value or otherwise unimpaired treatment” and would also provide a recovery for equity holders “significantly greater” than that provided for in the company’s proposed reorganization plan.
On April 7, after the equity committee dropped its objection, the bankruptcy court approved the plan support agreement between the company and its lenders, with a May 7 disclosure statement hearing marked as the next hurdle for the company/lender plan.
Before that could occur, the company on May 2 filed an amended plan backed by the equity committee (see “Overseas Shipholding files amended plan; rights offering detailed,” LCD, May 5, 2014). This is the plan, following several amendments to tweak it over ensuing months, that was confirmed today.
Under the plan, lenders under the company’s $1.5 billion credit agreement will be repaid in cash.
The company’s unsecured and secured creditors, meanwhile, are to receive 100% of their claims. To that end, holders of the company’s 7.5% unsecured notes due in 2024 (with about $148.7 million outstanding as of the petition date) and 8.125% senior notes due in 2018 (with about $303 million outstanding as of the petition date) will be reinstated, following payment of outstanding interest, although holders of the 7.5% notes will have the additional option to receive “Election Notes” that contain terms similar to the 7.5% notes, but would mature in 2021 and also pay holders on the effective date an additional 1% of their principal amount of 7.5% notes in cash, an amount that was tacked on to settle an objection from an ad hoc panel of noteholders that the company’s reorganization plan would trigger provisions in the notes’ indenture mandating cash redemption at 101% of principal value.
All other claims, including the company’s 8.75% unsecured notes due 2013 (with about $66.1 million outstanding as of the petition date), the company’s secured facility from the Export-Import Bank of China, or CEXIM (with about $312 million outstanding as of the petition date), and the Danish Ship Finance secured facility (with about $267 million outstanding as of the petition date) will be paid in full in cash, with an additional 1% default rate tacked on to the CEXIM and DSF payments.
The plan will be funded via a $1.510 billion rights offering under which current equity holders would receive a subscription right to purchase 12 class A securities at $3 per security. The rights offering is backstopped by a group of 17 parties comprised of Alden Global Capital, BHR Capital, BlueCrest Capital, BlueMountain Capital, Brownstone Investment Group, Caspian Capital, Caxton International, Cerberus, Credit Value Partners, Cyrus Capital, Goldman Sachs, Knighthead Capital, Luxor Capital, Paulson & Co., Silver Point Capital, Stone Lion Capital, and Strategic Resources (see “Overseas Shipholding again amends plan, rights offer,” LCD, May 27, 2014). Equityholders that do not participate in the rights offering will be entitled to receive one share of a new class B security in the reorganized company for each current share of Overseas Shipholding held.
Also backing the plan is a $1.35 billion exit facility comprised of two five-year terms loans – a $625 million loan at OSG International (L+475, 1% LIBOR floor) and a $600 million loan at OSG Bulk Ships (L+425, 1% floor) – and a $50 million cash-flow revolver at OSG International and a $75 million asset-based RC at OSG Bulk Ships (see “Overseas Shipholding exit loans allocate, break above OIDs; terms,” LCD, July 7, 2014). – Alan Zimmerman