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OSG Group Holdings, Inc. – Court Confirms Amended Prepackaged Plan After Exculpation Issues Resolved, Debtors Look to Emerge Imminently

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August 29, 2022 – The Court hearing the OSG Group Holdings cases confirmed the Debtors’ Amended Prepackaged Plan of Reorganization and approved the related Disclosure Statement on a final basis [Docket No. 164].

On August 6, 2022, OSG Group Holdings and 19 affiliated Debtors (“OSG” or the “Debtors”) filed for Chapter 11 protection noting noted estimated assets between $500.0mn and $1.0bn; and estimated liabilities between $1.0bn and $10.0bn. At filing, the Debtors, "a customer engagement and payment solutions provider," noted as to factors driving them to seek bankruptcy shelter: "persistent negative industry trends, crippling malware attacks, increasing costs to the Debtors’ businesses during a period of digital transition of operations, business integration challenges and information technology infrastructure optimization, and the impact of COVID-19….[and moving from exogenous drivers] an unsustainable capital structure, vendors’ contraction of trade terms causing deteriorating liquidity and decreased operational flexibility to optimally manage the business, and higher input costs of raw and finished materials to serve customer contracts, all of which culminated in elevated strain on the organization."

Judge John T. Dorsey said at a August 29th Plan confirmation hearing that he would confirm the Plan and approve the adequacy of the related Disclosure Statement on a final basis after a revised proposed order is submitted incorporating language in respect of exculpation provisions that was worked out with counsel for the U.S. Trustee's office during a recess in the hearing.

Prior to the modified language being approved, Dorsey indicated, in agreement with the U.S. Trustee's objection, that he would not extend the exculpation provisions to prepetition conduct. Instead, the exculpation will cover conduct from the Debtors' Petition Date through the Plan Effective Date.

"Hopefully we’ll be effective by August 31st," Debtors counsel Gregg Galardi said at the conclusion of the hearing. 

Plan Overview

The Debtors' memorandum of law in support of Plan confirmation [Docket No. 125] provides: “The Debtors are seeking approval of the Disclosure Statement and confirmation of the Plan pursuant to the entry of the Confirmation Order, with the overwhelming support and approval of their key stakeholders, including the Holders of Claims or Interests, as applicable, of Class 1 Existing First Lien Claims, Class 2 Existing Second Lien Claims and Class 6 Sponsor Contributions (each a ‘Voting Class,’ and collectively, the ‘Voting Classes’). The Plan, which is the product of months of arms’-length negotiations between the Debtors, the Consenting First Lien Lenders, the Consenting Second Lien Lenders, and the Sponsor, provides a clear path to emergence from chapter 11 by August 31, 2022.

The Plan provides for, among other things: (a) an efficient and expedient restructuring through a prepackaged chapter 11 plan designed to minimize disruption to the operations of the Debtors’ businesses; (b) a substantially deleveraged balance sheet for the Reorganized Debtors by eliminating approximately $133.7 million of prepetition funded debt obligations; (c) a material reduction of the Reorganized Debtors’ go-forward debt service; (d) the provision of approximately $70 million of new money in the forms of New Convertible Preferred Equity and New Mezzanine Debt Loans for the benefit of the Reorganized Debtors to execute on their business plan upon emergence; (e) the satisfaction of all trade, customer, and other non-funded debt claims in full in the ordinary course of business; (f) the assumption of all Unexpired Leases and Executory Contracts but one, with continued performance and payment thereunder in the ordinary course of business consistent with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code; and (g) the continued employment of thousands of employees who are indispensable to the future operations of the Reorganized Debtors’ businesses as a going concern.

The Plan — which is the only restructuring alternative available — is in the best interests of all of the Debtors’ stakeholders as it maximizes the value of the Debtors’ estates to the benefit of all stakeholders and allows the Debtors to quickly emerge from chapter 11 with a right-sized capital structure and liquidity sufficient to ensure go-forward success.”

According to the Disclosure Statement [Docket No. 15], “The Plan implements a prepackaged restructuring agreed to among the Debtors and the Debtors’ major stakeholders, including the including the Consenting First Lien Lenders (entitled to vote more than 88.7% of the aggregate amount of Existing First Lien Claims to accept or reject the Plan), the Consenting Second Lien Lenders (entitled to vote 100% of the aggregate amount of Existing Second Lien Claims to accept or reject the Plan), and the Sponsor (entitled to vote all Claims and Interests arising under the Vox Unsecured Promissory Note, the OSG February 8 Unsecured Promissory Note, the Globalex Secured Note, and the Sponsor Globalex Interest). The restructuring will result in a significant deleveraging of the Debtors’ capital structure, as reflected in the charts below:

The anticipated benefits of the prepackaged restructuring, including the Plan, include, without limitation, the following:

(a) A $25.4 million DIP Facility, of which $15 million will be in the form of New Money DIP Term Loans, which will convert on the Effective Date into (i) new equity investment in exchange for the issuance of 28.8% of New Convertible Preferred Equity and (ii) $1,872,000 in principal amount of New Mezzanine Debt Loans in respect of accrued interest on the Rolled-Up DIP Term Loans;

(b) Replacement of $598.1 million of Existing First Lien Claims with approximately $601.1 million of Amended and Restated First Lien Loans on the terms set forth in the Amended and Restated First Lien Documents;

(c) Conversion of approximately $157.9 million of Existing Second Lien Claims to (i) New Mezzanine Debt Loans and (ii) 100% of the Reorganized Common Equity (subject to dilution by the Management Incentive Plan and the conversion of New Convertible Preferred Equity);

(d) Equitization of the Globalex Secured Note, the Vox Unsecured Promissory Note and the OSG February 8 Unsecured Promissory Note and contribution of the Sponsor Globalex Interest to the Debtors in exchange for 43.9% of the New Convertible Preferred Equity;

(e) Payment in full or Reinstatement of all General Unsecured Claims;

(f) Assumption of all Unexpired Leases and Executory Contracts, with continued performance and payment thereunder in the ordinary course; and

(g) Prompt emergence from chapter 11.

The Plan provides for a comprehensive restructuring of the Debtors’ prepetition obligations, preserves the going-concern value of the Debtors’ businesses, maximizes all creditor recoveries, and protects the jobs of the Debtors’ invaluable employees, including Management.”

August 29th Amendments

In advance of their August 29th Plan Confirmation hearing, the Debtors filed (i) an amended Plan of Reorganization and a related blackline showing changes to the solicitation version filed on August 7, 2022 [Docket Nos. 122 and 123, respectively].

The Amended Plan adds the following information in respect of a Special Provision Governing Unimpaired Claims:

The Amended Plan also modifies the definitions of released parties and releasing parties.

The following is a summary of classes, claims, voting rights and expected recoveries (defined terms are as defined in the Plan and/or Disclosure Statement):

  • Class 1 (“Existing First Lien Claims”) is impaired and entitled to vote on the Plan. The estimated recovery is 100%. Each Holder of an: (A) Existing First Lien Term B Loan Claim will receive its Pro-Rata Share (taking into account only Allowed Existing First Lien Term B Loan Claims) of the Amended and Restated Term A Loans issued under the Amended and Restated First Lien Credit Agreement; Each Holder of an (B) Existing First Lien Dollar 2019-A Incremental Term Loan Claim will receive its Pro-Rata Share (taking into account only Allowed Existing First Lien Dollar 2019-A Incremental Term Loan Claims)  of the Amended and Restated Term B Loans; Each Holder of an (C) Existing First Lien GBP 2019-A Incremental Term Loan Claim will receive and will be deemed to accept its Pro-Rata Share (taking into account only Existing First Lien GBP 2019-A Incremental Term Loan Claims) of the Amended and Restated Term GBP Loans; and Each Holder of an (D) Existing First Lien Revolving Claim will receive its ProRata Share (taking into account only Allowed Existing First Lien Revolving Claims) of the Amended and Restated Revolving Loans. 
  • Class 2 (“Existing Second Lien Claims”) is impaired and entitled to vote on the Plan. The estimated recovery is no more than 100%. Each Holder will receive its Pro-Rata Share of (A) New Mezzanine Debt Loans in the amount set forth in Schedule 1 line BB to the Plan and (B) the Reorganized Common Equity in the amount set forth in Schedule 1 line EF to the Plan, subject to dilution from the Management Incentive Plan and the conversion of New Convertible Preferred Equity.
  • Class 3 (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The estimated recovery is 100%
  • Class 4 (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The estimated recovery is 100%
  • Class 5 (“General Unsecured Claims,” see also the above amendments) is unimpaired, deemed to accept and not entitled to vote on the Plan. The estimated recovery is 100%. Each Holder will (A) receive payment in full in Cash of the unpaid portion of its General Unsecured Claim paid in the ordinary course of business, (B) be Reinstated or (C) receive such other less favorable treatment as reasonably agreed to by the Debtors, the Plan Sponsor Parties, and such relevant Holder of an Allowed General Unsecured Claim after consultation with the Required Consenting First Lien Lenders.
  • Class 6 (“Sponsor Contributions”) is impaired and entitled to vote on the Plan. The estimated recovery is no more than 100%. The Sponsor, as Holder of the Globalex Secured Note Claims, Vox Unsecured Promissory Note Claims, the OSG February 8 Unsecured Promissory Note Claims and the Sponsor Globalex Interest, will provide the Sponsor Contributions and will, in return, receive the New Convertible Preferred Equity in the amount set forth in Schedule 1 line EV to the Plan.
  • Class 7 (“Intercompany Claims”) is unimpaired/impaired, deemed to accept/deemed not to accept and not entitled to vote on the Plan. The estimated recovery is 100%/0%.
  • Class 8 (“Existing Holdings Preferred Interests”) is impaired, deemed not to accept and not entitled to vote on the Plan. The estimated recovery is 0%.
  • Class 9 (“Existing Holdings Common Interests”) is impaired, deemed not to accept and not entitled to vote on the Plan. The estimated recovery is 0%.
  • Class 10 (“Intercompany Interests”) is unimpaired/impaired, deemed to accept/deemed not to accept and not entitled to vote on the Plan. The estimated recovery is 100%/0%.

Voting Results

On August 7, 2022, the Debtors' claims agent notified the Court of the Plan voting results [Docket No. 17], which were as follows:

  • Class 1 (“Existing First Lien Claims”): 120 claim holders, representing $558,540,174.97 + $48,339,328.13 (or 98.46%) in amount and 99.17% in number, accepted the Plan. 1 claim holder representing $9,515,757.70 (or 1.54%) and 0.83% in number abstained.
  • Class 2 (“Existing Second Lien Claims”): 6 claim holders, representing $87,328,333.33 + $81,445,944.96 in amount and 100% in number, accepted the Plan.
  • Class 6 (“Sponsor Contributions”): 1 claim holder, representing 100 in amount and 100% in number, accepted the Plan

Key Documents

The following exhibits are attached to the Disclosure Statement [Docket No. 15]:

  • Exhibit A: Plan
  • Exhibit B: Restructuring Support Agreement
  • Exhibit C: Liquidation Analysis
  • Exhibit D: Financial Projections
  • Exhibit E: Corporate Organizational Chart

The Debtors filed a Plan Supplement to their Plan of Reorganization at Docket No. 112 and a Revised Plan Supplement at Docket No. 126, which attached the following exhibits:

  • Exhibit A: Section 1129(a)(5) Disclosures Regarding Directors and Officers
  • Exhibit B: New Organizational Documents
  • Exhibit C: Amended and Restated First Lien Credit Agreement
  • Exhibit D: New Mezzanine Credit Agreement
  • Exhibit E: Management Incentive Plan
  • Exhibit F: CVR Agreement    
  • Exhibit G: Restructuring Transactions Memorandum
  • Exhibit H: Vox Contribution Documents
  • Exhibit I: Schedule of Retained Causes of Action [Docket No. 126]
  • Exhibit I-1: Blackline Schedule of Retained Causes of Action [Docket No. 126]
  • Exhibit J: Schedule of Assumed Executory Contracts and Unexpired Leases [Docket No. 126]
  • Exhibit J-1: Blackline Schedule of Assumed Executory Contracts and Unexpired Leases [Docket No. 126]
  • Exhibit K: Schedule of Rejected Executory Contracts and Leases

Voting Results

According to the Debtors' claims agent site, the Plan voting results as of the August 4, 2022 deadline were as follows:

  • 99.17% in number of Holders of Class 1 Existing First Lien Claims collectively holding 98.46% in amount of claims cast a ballot and voted to accept the Plan,
  • 100% in number of Holders of Class 2 Existing Second Lien Claims collectively holding 100% in amount of claims cast a ballot and voted to accept the Plan, and
  • 100% in number of the Holder of Class 6 Sponsor Contributions holding 100% in amount of contributions cast a ballot and voted to accept the Plan.

Events Leading to the Chapter 11 Filing

The Disclosure Statement details the events leading to OSG’s Chapter 11 filing, providing: “The need to commence these Chapter 11 Cases arose from a number of factors, including persistent negative industry trends, crippling malware attacks, increasing costs to the Debtors’ businesses during a period of digital transition of operations, business integration challenges and information technology infrastructure optimization, and the impact of COVID-19.

Exacerbating the negative impacts from these exogenous factors on the business was an unsustainable capital structure, vendors’ contraction of trade terms causing deteriorating liquidity and decreased operational flexibility to optimally manage the business, and higher input costs of raw and finished materials to serve customer contracts, all of which culminated in elevated strain on the organization.

In an attempt to preserve and maximize value, the Debtors have begun implementing alterations to the business plan to ensure that the Company is operating at an optimal level. However, due to the Debtors’ burdensome capital structure and declining revenues, the Debtors have been unable to fully execute all phases of their multi-year business transformation plan. Delayed execution of the strategic business plan has limited the Debtors ability to continue to offset industry changes and the overall decline in the industry has negatively impacted revenues….

The Restructuring Support Agreement

On May 31, 2022, the Debtors reached an agreement (the 'Restructuring Support Agreement') with the vast majority of the holders of their debt and equity instruments, including the Consenting First Lien Lenders (entitled to vote more than 88.7% of the aggregate amount of Existing First Lien Claims to accept or reject the Plan), the Consenting Second Lien Lenders (entitled to vote 100% of the aggregate amount of Existing Second Lien Claims to accept or reject the Plan) and the Sponsor (entitled to vote all claims and interests arising under the Vox Unsecured Promissory Note, the OSG February 8 Unsecured Promissory Note, the Globalex Secured Note and the Sponsor Globalex Interest). The Restructuring Support Agreement contemplates a restructuring of the Debtors’ capital structure through the Plan.”

Prepetition Indebtedness

  • Existing First Lien Facility The First Lien Credit Agreement, dated as of March 27, 2018 (as amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), governs both a senior secured term loan credit facility (as amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing First Lien Facility” and the loans issued thereunder, the “Existing First Lien Loans”) and senior secured revolving credit facility (the “Existing First Lien Revolving Facility”). As of the Petition Date and subject to foreign exchange rates, approximately $598.1 million in aggregate principal amount and $7.8 million in aggregate accrued interest and other fees remain outstanding on the Existing First Lien Facility. The Existing First Lien Facility has a maturity date of March 27, 2024.
    • Revolving Credit Facility The Existing First Lien Revolving Facility was originally issued in an aggregate principal amount of $15.0 million and was subsequently increased to $20.0 million on September 13, 2019. The Existing First Lien Revolving Facility has a maturity date of March 27, 2023. As of the Petition Date, approximately $19.6 million in principal amount and $0.2 million in accrued interest remain outstanding on the Existing First Lien Revolving Facility.
    • Existing First Lien Term Loans The Existing First Lien Loans were originally issued in an aggregate principal amount of $292.5 million, which was comprised of a term loan B tranche of approximately $242.5 million and a delayed draw term loan tranche of approximately $50 million.
    • As of the Petition Date, the Existing First Lien Term Loans consisted of the following:
      • • A dollar-denominated term loan A tranche, issued in an aggregate principal amount of $180,294,498;
      • • A British pound-denominated term loan A tranche, issued in an aggregate principal amount of £40,115,625; and
      • • A dollar-denominated term loan B tranche, issued in an aggregate principal amount of approximately $369,802,081.
  • Existing Second Lien Facility Existing Second Lien Loans The Second Lien Credit Agreement, dated as of September 13, 2019 (as amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing Second Lien Credit Agreement”) governs a second lien secured term loan credit facility (as amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing Second Lien Facility”). The Existing Second Lien Facility (the loans issued thereunder, the “Existing Second Lien Facility”) was originally issued in an aggregate principal amount of $155.0 million, which was comprised of a British pound tranche of approximately $80 million and a dollar tranche of approximately $75 million. As of the Petition Date and subject to foreign exchange rates, approximately $168.3 million in aggregate principal amount and $3.8 million in aggregate accrued interest and other fees remain outstanding on the Existing Second Lien Facility.
    • Existing Second Lien Incremental Loans On May 31, 2022, Output Services Group issued new money loans in the amount of $10 million under the existing Second Lien Credit Agreement, and agreed to accept payment-in-kind on account of outstanding interest owed thereunder (the “Existing Second Lien Incremental Loans”). The Existing Second Lien Facility matures on September 27, 2024.
  • Globalex Secured Note On February 23, 2022, Globalex issued a secured promissory note to Aquiline Financial Services Fund III L.P. in an original principal amount of $21.2 million (the “Globalex Secured Note”) in exchange for cash in the same amount. Globalex then made a $21.2 million intercompany loan to Output Services Group to bolster liquidity. The Globalex Secured Note has a maturity date that is the earlier of (a) December 27, 2024 and (b) a default under the terms of the Globalex Secured Note. As of the Petition Date, approximately $21.6 million in principal amount and $0.1 million in accrued interest remain outstanding on the Globalex Secured Note.

Significant Shareholders

Aquiline Financial Services Fund III, L.P. holds 65.09% of the Debtors' equity.

Liquidation Analysis (see Disclosure Statement for Notes)

About the Debtors

According to the Debtors: “OSG is a leader in customer engagement and payment solutions. From cutting-edge digital solutions to traditional print and mail, OSG anticipates the customer’s next move and delivers a technology-rich experience across channels, optimizing the moment when you have maximum attention.

OSG creates more connected customer experiences by simplifying your business processes, helping you integrate all critical customer interactions to optimize working capital and drive profitable business growth. Our global network of solutions 'speak' to each other, seamlessly linking people, platforms, and devices."

 Corporate Structure Chart

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The post OSG Group Holdings, Inc. – Court Confirms Amended Prepackaged Plan After Exculpation Issues Resolved, Debtors Look to Emerge Imminently appeared first on Daily Bankrupt Company Updates | Bankrupt Company News.


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