Situational Overview:  A text book publisher became over-leveraged following a number of acquisitions, and a balance sheet restructuring was needed.  The business itself was operating well; however, rumors about a potential bankruptcy were spreading within the industry and it was having a negative effect on new business.  Since many of the company’s customers were state and local governments, a bankruptcy would be very risky.

Resolution:  A plan was developed that would allow the lenders to exchange their debt for equity in the company.  A bankruptcy liquidation scenario was developed that clearly showed a restructuring was the better option for lenders than a liquidation of the company.  The challenge in all out-of-court restructurings where there is lender impairment is every lender must agree to the impairment:  in bankruptcy that is not the case.  In this situation, a sufficient number of supporting lenders signed a restructuring support agreement indicating that they could affect the same restructuring out-of-court as they could in bankruptcy.

Results:  Given the heavy cost of bankruptcy and the potentially lower recoveries for lenders, opposing lenders agreed to the out-of-court restructuring.  Once the out-of-court restructuring closed, the leadership was able to announce a very positive development for the company.  Moreover, the restructuring strengthened their position in the industry as the company had more funds to reinvest in its business.