Chapter 11 section 363 valuation
Hi guys,
I was reading about a couple of special situation deals and I was wondering : how do you value a company which has filed for chapter 11? (say 50m in revenue and 60m of debt). How does DIP lending work / is taken into consideration?
Thanks
Valuation in a Chapter 11 context is very similar to valuation under normal circumstances; take some normalized EBITDA, multiple by some comparable multiple, etc etc. There are good chapters on the matter in Moyer's book, the Art of Distressed M&A, or, if you're looking for something free, the HL RX case study. There are some differences between valuation in a reorganization vs in a 363 sale; the latter is supposed to be an auction where the assets are widely marketed in order to achieve the highest possible valuation, implying that a bidding war can increase the price. Bid protections and minimum bid increments can hurt or help a debtor; multiple interested investors bidding on highly desirable assets can create a windfall for creditors. The initial bidder is labeled the "stalking horse", and sets the standards terms of the transaction, leaving subsequent bidders to mostly focus on price vs ancillary provisions. The stalking horse sets a floor for valuation, and is given some small % of transaction value as bid protection in the case a larger bid enters, as compensation for undergoing initial DD. In 363 sales, then, there is a (or multiple) third party that sets the valuation. To contrast, a reorganization plan might spark a valuation "fight", wherein the senior creditors argue for one (smaller) valuation and junior constituents argue for another (larger) valuation, and some consensus between the parties must be negotiated. ((I'm not quite sure how to relate this back to the numbers you provided, as you can't really value a company based on just rev and debt))
DIP lending-- lending to a company in bankruptcy, usually in a super-priority position-- can come in different flavors (based on the type of priority etc) and can be "defensive" or "offensive". Offensive DIP facilities are from third parties not otherwise involved in the case. Defensive, probably most common, is when the financing is provided by current lenders trying to achieve a better position in the cap structure. They are sometimes able to roll their existing debt into the dip loan, which may prime other liens, taking a superior position in collateral. I'm not sure if this is at all what you're looking for-- just trying to quickly type something out.
Thanks for the detailed reply, much appreciated!
I think I spotted a copy of the Moyer at one of my friends', thanks for the advice!
Is it correct to say that a chapter 11 process allows the company to sort itself out with a restructuring plan while the Section 363 is basically the end of the rope? (ie: best option is to sell the assets to repay creditors. An asset sale usually favors the buyer)
Does it happen often that the assets are sold at such a price that creditors do not recoup the capital they lent? Is it possible to assess the actual "market value" of the debt since the company is in default? (a company going for Section 363 is basically broke so the creditors now own a non performing loan on their book and may not expect to get back all the money they lent in the first place.
So, would it be possible to bid for the assets of the company at a price that reflects the actual value of the debt?
If so, how would one work out the value of the loans?
Thanks
Few things to remember:
1. The lender taking a loss on the original deal may not be the same as the lender with the claim in the BK.
2. The buyer in a 363 may have more efficient ways of deploying the debtor’s assets so may value them more highly than another party, so recoveries are still in the cards.
Fisker bankruptcy is a good example of both.
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