New Vision Television is one of the first media companies to emerge from bankruptcy in an era that has seen many television, radio and newspaper conglomerates file for—and remain in—reorganization.
So say attorneys at Locke Lord Bissell & Liddell, who represented New Vision in its restructuring, and attorneys at Paul, Hastings, Janofsky & Walker, who represented UBS AG Stamford, the agent for the company’s primary creditors.
In a deal that moved extremely quickly—New Vision emerged from bankruptcy after only 80 days, and its plan was confirmed after only 59—the company, which owns or provides services to 14 network-affiliated and three non-affiliated television stations, was able to erase $400 million in debt by giving equity positions and representation on the board of directors to its first- and second-lien holders.
“The really interesting point of this whole transaction, at least in the media space, is, I think, New Vision is ahead of the curve,” said Locke Lord partner Neil H. Dickson, who’s been involved with the company since its inception and helped it acquire its first stations in 2006. “Just in my opinion, there could be some more of these transactions coming down the pike.”
The media outlets that have entered and remained in bankruptcy in the past two years include: Pappas Telecasting Inc., the largest privately held commercial broadcast operator in the country; Tribune Co., owner of the Chicago Tribune newspaper and a variety of television and radio assets; Young Broadcasting Inc., owner of 10 television stations; Ion Media Networks, owner of more than 50 television stations; and Freedom Communications, owner of The Orange County Register and more than 30 other dailies and several television stations.
“Because we were one of the first, we were able to move more quickly and the lenders were more … willing to work with us,” said Dickson, who worked on the deal with Atlanta partners Jeffrey A. Yost and Philip A. Cooper, as well as associates Alexis Summers and Vita E. Zeltser.
Dickson added that the company paid off its trade creditors in full and emerged with just $20 million in debt. “I’m not sure you’ll see that in future deals.”
Jesse H. “Jess” Austin III, the Paul Hastings partner who led the deal for UBS, said he’s worked on about eight similar bankruptcies just in the last year. “Broadcast properties really have been hammered, although not as badly as newspapers,” he said.
His client, he said, has been watching other media bankruptcies closely. “In all those other cases, they’ve been burning a lot of legal costs. It’s not cheap to go through bankruptcy, and if you’ve got a contested case, that is taking cash flow out of the bottom line,” he said. His clients, he added, “recognized that speed and certainty added value to the case.”
That didn’t mean his clients’ equity stake gave them the equivalent of 100 cents on the dollar in exchange for releasing claims for $400 million owed by New Vision. “They definitely took losses,” he said. “The midrange value of what the company was [worth] upon exit was about $112 million.”
Also, he said, the first-lien holders—whose identity he declined to reveal—put up $28 million in debtor-in-possession financing to provide working capital.
He said his client agreed to the deal because it seemed the best way to recover value on the assets especially given that ad revenue is projected to fall over the next 18 to 24 months. “You could sell [assets] right now, but you’d get pennies on the dollar and people aren’t willing to take that kind of loss right now,” he said.
Instead, the multiple lien holders—64 were in the bank group alone, and most of them are offshore hedge funds—agreed to a prearranged bankruptcy via a lockup agreement in which the parties effectively negotiated the term sheets for most of the operative documents prior to filing.
Austin said the deal was a complex one, with bankruptcy taking only about a quarter of the focus and the rest of the attorneys’ energy being spent on corporate, tax, finance and Federal Communications Commission matters.
The restructuring involved eight other lawyers from Paul Hastings’ Atlanta office, including partners Philip J. Marzetti, Frank Layson, Erik L. Belenky and Ted E. Smith III and associates J. Craig Lee, Elizabeth C. Arnett, Jeremy S. Corcoran and David J. Burch. It also involved lawyers from out-of-town offices at both Paul Hastings and Locke Lord; lawyers from Brown Rudnick also represented the second-lien holders in the transaction.