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Published on 10/24/2014 in the Prospect News Distressed Debt Daily.

Momentive Performance Materials reorganization plan in effect Oct. 24

By Kali Hays

New York, Oct. 24 – Momentive Performance Materials Inc.’s approved plan of reorganization took effect Oct. 24, according to a Friday notice with the U.S. Bankruptcy Court for the Southern District of New York.

In a Friday news release, Momentive’s president, Jack Boss, said that the restructuring has given the company “a solid financial foundation from which we can sustainably operate and grow our leading silicon and quartz businesses.”

The reorganized company has current liquidity of $360 million and an independent management team will be in place, along with a board of directors from Momentive Specialty Chemicals Inc., according to the release.

As previously reported, Momentive filed revisions to the plan in early September detailing interest rates for its replacement 1.5-lien notes and replacement first-lien notes.

Under the amended plan, the interest rate for the 1.5-lien notes will be the Treasury rate plus 275 basis points and the interest rate for the first-lien notes will be the Treasury rate plus 200 bps.

Key terms of the plan include a $600 million rights offering, providing a significant equity infusion to the company and 100% recovery to trade creditors and other general unsecured creditors.

With the restructuring complete, Momentive has eliminated about $3 billion of debt from its balance leaving it with a net debt of roughly $1.2 billion, the release stated.

Treatment of creditors under the plan will include the following:

• General unsecured creditors and holders of claims arising from the company’s cash flow facility, first-lien notes and 1.5-lien notes will be paid in full;

• Second-lien notes will be converted into new equity of the reorganized company, subject to dilution by a management incentive plan and the equity to be issued under the rights offering;

• Holders of second-lien notes will receive subscription rights for the rights offering, giving them the opportunity to purchase a percentage of the new equity at a price per share determined by using the capital structure and an enterprise value of $2.2 billion and applying a 15% discount to the equity value;

• Holders of holding company PIK notes will receive available cash;

• Existing interest holders, subordinated noteholders and securities law claimants will receive nothing; and

• Consenting noteholders have agreed to backstop the rights offering in exchange for a fee, payable in new equity, of an additional 5% of the rights offering amount.

Momentive, a silicones and advanced materials company based in Albany, N.Y., filed bankruptcy on April 13, 2014. The Chapter 11 case number is 14-22503.


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