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Session Description
The prevalence of liability management exercises (LMEs) continues to grow as companies seek creative solutions to manage unsustainable capital structures. Majority creditor groups have a long list of options to choose from in order to put themselves in front of minority creditors – priming, uptiering, covenant stripping, drop-down transactions and more. But the track record for so-called lender-on-lender violence has been patchy at best, often serving as a precursor to bankruptcy, rather than a way to avert it.

Potential discussion points:
1) What are some key takeaways from recent litigation, and what could have been done differently?
2) How can minority/nonparticipating lenders best protect themselves via creditor cooperation agreements?
3) What are the implications of these transactions on valuations?
4) How have these transactions evolved, and what does the future of lender-on-lender violence hold?
Learning Outcomes
Attendees will gain an understanding of the current and future state of liability management exercises, including insights on litigation trends and updates on several recent key appeals.

Attendees will also learn about strategic approaches for creditors to effectively navigate these challenges and how lawyers can stay on top of these issues for their clients.

The session will provide projections for the distressed debt landscape in the upcoming year, equipping participants with knowledge to forecast opportunities that may arise.
Target Audience
Debtor
Suggested Speakers
John
Bringardner
john.bringardner@iongroup.com
First Name
Suezelle
Last Name
D'Costa
Email
s.dcosta@hawthornadvisors.com
Firm
Hawthorn Advisors

Byju’s Must Freeze $533 Million in Win for Lenders, Judge Says

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Indian tech firm Think & Learn Pvt must freeze $533 million in order to protect the money for disgruntled lenders who claim the cash should only be used to pay them, a U.S. judge said yesterday, Bloomberg News reported. The decision by U.S. Bankruptcy Judge John Dorsey was a mixed victory for lenders. They earlier demanded the money be placed under the control of the federal court to prevent the cash from being spent by the Indian education-tech firm, which operates under the name Byju’s. Dorsey’s order was aimed at Riju Ravindran, one of the company’s directors and the brother of founder Byju Raveendran. Ravindran was also ordered to help solve one of the central mysteries of the court dispute: where the money is located. “I do not believe him when he says he cannot” learn the location from Think & Learn, Judge Dorsey said. Lenders had previously seized control of a holding company set up by Think & Learn to issue $1.2 billion in debt. That unit, Byju’s Alpha, is now in bankruptcy under Judge Dorsey’s oversight.

Hedge Fund Founder Backed by Byju’s Says He Fled U.S. Out of Fear

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A hedge fund founder at the center of a $1.2 billion legal battle between Indian education-technology company Byju’s and its lenders is staying outside the U.S. despite a court order to return, saying he fears for his safety, WSJ Pro Bankruptcy reported. William Cameron Morton said in an interview that he left the U.S. rather than comply with a court order to divulge the whereabouts of nearly $540 million that Byju’s invested in his Florida-based hedge fund firm, Camshaft Capital. Morton faces the threat of jail time because he hasn’t turned over that information to investors that lent $1.2 billion to Byju’s, once India’s most valuable startup before its financial problems clouded the country’s venture-capital scene. Judge John Dorsey of the U.S. Bankruptcy Court in Wilmington, Del., recently threatened Morton with “all possible sanctions,” including confinement, if he continued ignoring orders. Credit funds including Ares Management and Redwood Capital allege that Morton helped Byju’s move more than a half-billion dollars out of their reach through his hedge fund, which they have called a sham operation. Last month, an agent acting on the lenders’ behalf filed a chapter 11 petition for Byju’s Alpha, a shell entity named as the loan borrower, as part of their efforts to track down the money it invested in Camshaft. Byju’s has said it wasn’t required under its loan agreement to keep its assets in cash and did nothing wrong by investing $540 million with Camshaft.

Canadian Overseas Petroleum Files Bankruptcy in Canada, U.S.

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Canadian Overseas Petroleum Ltd. has filed bankruptcy in its home country and the U.S. and said that it intends to restructure, Bloomberg News reported. The Calgary-based oil and gas production company said its existing lenders have offered to provide as much as US$11 million in financing to fund its proposed restructuring. COPL said it has requested the immediate suspension on trading of its shares on both the London Stock Exchange and the Canadian Securities Exchange. COPL has sought a form of chapter 11 protection in Canada and filed for bankruptcy in Delaware to protect its U.S. assets, according to court documents. The company’s oil- and gas-production work is centered on Wyoming. The company said that its day-to-day operations will continue as normal and it intends to continue paying its suppliers but it “believes there is little prospect for a return to shareholders or bond holders.” The bankruptcy filing comes after COPL announced in January that it had appointed restructuring adviser Peter Kravitz as its interim chief executive officer. Kravitz is a founding principal of advisory firm Province LLC and worked on numerous corporate restructurings, according to the company. COPL announced the departure of its chief financial officer last month.

New York Politicians Renew Push to Solve Sovereign Debt Crises

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New York state lawmakers are renewing the push to overhaul the protracted and painful process of solving sovereign debt crises, Bloomberg News reported. Senator Gustavo Rivera is sponsoring amended legislation that stands to ramp up oversight on how defaulted government debt is restructured with creditors. It could also potentially limit how much investors are allowed to recoup when countries restructure their debts — a concept that’s riled up Wall Street in the past. If passed, the new rules stand to impact nearly half of all emerging-market government bonds, or some $870 billion, that are governed by New York law. The revamped bill marks a renewed effort by New York lawmakers, activists, labor unions and charities to bring greater legal oversight to negotiations between insolvent nations and their creditors. The process has been plagued with setbacks, leaving nations including Zambia, Sri Lanka and Ghana stuck in default for years, cut off from international financing markets. The latest legislation pulls inspiration from bills that failed to go to a vote in 2023. While similar proposals have failed to gain traction in the past, the latest iteration is a testament to the need for faster, smoother agreements between creditors and defaulted countries. Under the amended terms, a defaulted nation’s government officials would choose from two avenues as they embark on a debt restructuring. In one option, government officials would negotiate with creditors under the eye of an independent monitor, which is appointed by the New York governor. In the other, officials would opt for an existing mechanism for debt restructuring, such as the Group of 20’s Common Framework. The legislation would ensure that private bondholders get no better treatment than the U.S., or other government-based or multilateral lenders such as the International Monetary Fund.

Azul Working With Citi, Guggenheim as It Mulls Bid for Rival Gol

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The Brazilian airline Azul SA is working with Citigroup Inc. and Guggenheim Partners as it explores a potential offer for its troubled competitor Gol Linhas Aereas Inteligentes SA, Bloomberg News reported. Shares in both companies rallied. The companies are advising Azul as it weighs several options, including an outright acquisition of its rival. Azul still could decide to shelve the idea. Any offer would need approval from the country’s regulator — known as Cade. A tie-up between Azul and Gol would help them cut costs and boost revenue, helping support share prices, Bradesco BBI analyst led by Victor Mizusaki wrote in a note. Sao Paulo-based Gol filed for chapter 11 after grappling with $2.7 billion in near-term liabilities and carrying out a dozen debt exchanges. Under the process, it has managed to increase its debtor-in-possession financing to $1 billion from $950 million. Moody’s Investors Service on Tuesday upgraded Gol parent Abra Group’s credit rating to Caa1 from Caa3 and lifted the outlook to stable from negative. The upgrade hinged on Gol securing the $1 billion DIP financing, the ratings company said.

Byju’s Hedge Fund Ally Faces Jail Time Over Missing $533 Million

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The founder of a small Florida hedge fund could be jailed for refusing to reveal where Indian tech firm Think & Learn Pvt allegedly hid $533 million that lenders are trying to recover, according to a federal judge, Bloomberg News reported. William C. Morton could be locked up for contempt of court if he can’t explain why he disobeyed a court order to provide details about the money, which was briefly placed with his hedge fund, Camshaft Capital Fund. Bankruptcy Judge John Dorsey scheduled a hearing for later this month in Delaware to decide what should happen to the founder for defying a court order. “I want to make sure it is absolutely clear to Mr. Morton that one of the possible remedies is civil confinement if he doesn’t comply,” said Judge Dorsey, referring to the federal rules that allow judges in non-criminal cases to jail people. Morton has recently hired criminal lawyers to represent him, Pieter Van Tol, one of his attorneys, told Judge Dorsey during a bankruptcy hearing Monday. Dorsey said he warned the hedge fund founder during a hearing last week that “it would be in his best interest” to attend today’s proceeding in Wilmington, Del. Instead, Morton left the country during the middle of last week’s hearing, Van Tol told Judge Dorsey. “We advised Mr. Morton that he should produce the information, that he should produce the documents and he declined,” Van Tol said during Monday’s hearing.

Byju’s Missing $533 Million Stuck in Unnamed Offshore Trust

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A small Florida hedge fund that allegedly helped Indian tech firm Think & Learn Pvt hide $533 million must reveal where the money is located or face possible sanctions from a federal judge on Monday, Bloomberg News reported. Bankruptcy Judge John Dorsey in a Friday hearing dismissed an effort by the investment firm, Camshaft Capital Fund, to avoid answering questions about the cash. The missing money is at the heart of a fight between lenders owed $1.2 billion and Think & Learn, the education-tech startup founded by entrepreneur Byju Raveendran. “The fact that they know the information and are refusing to produce it is just a huge red flag,” Judge Dorsey said during a court hearing in Wilmington, Delaware on Friday. The cash belongs to Byju’s Alpha Inc., a bankrupt shell company affiliated with Think & Learn that was taken over by the lenders after their loan defaulted. The $533 million was transferred to the hedge fund and then moved to an unnamed, off-shore trust by Raveendran’s brother, Riju Ravindran, Byju’s lawyer Benjamin Finestone said during the hearing. Camshaft fought efforts to disclose details about the money because a hedge fund has a duty to protect its clients, lawyer Pieter Van Tol told Dorsey. The hedge fund also argued that Byju’s and the lenders should instead get information about the cash from a Delaware company called Inspilearn, which got the money from Camshaft before it was transferred to the unnamed trust.