Now bottom feeders circle Billabong
In other words the vultures are preying on the vultures. And Billabong, which has just reported a debilitating loss of $860 million, sits on the middle trying to referee the fight over its own spoils.
The latest curve ball comes in the shape of New York-based investment group Coastal Capital. It is seeking to hold a shareholder meeting to toss out the board - other than founding shareholders, Gordon Merchant and Colette Paul.
This secretive bunch is the equivalent of scavengers in the corporate food chain. If it is looking to pick up a piece of the Billabong carcass, it has yet to tell the market which part it wants.
Its leverage to extract some gain out of the Billabong mess is debatable but its intervention could delay Billabong's attempts to orchestrate a restructure to stem the crippling financial and management bleed.
Financiers Vlad Artamonov and Todd Plutsky are behind Coastal Capital, which describes itself as an investment management firm and an active investor in Australian infrastructure businesses that deals in "special situations".
The only infrastructure assets and special situation on the public record to date was a buy-in to the rescue/restructuring of Alinta Energy. It bought into Alinta on the brink of a shareholder meeting called to vote on a debt for equity restructure led by private equity group TPG.
Coastal Capital finished up with a stake in a vehicle that contains the rump of Alinta, renamed Redback. It holds an ageing Hunter Valley coal power plant - presumably the infrastructure asset to which its corporate blurb refers. Artamonov and Plutsky sit on the Redback board, which is a long way from a blueblood energy firm.
Redback's shares were suspended on Monday after it failed to supply the ASX with audited results for 2013. But there's more. It is experiencing its own debt crisis and in recent months its "bank support" agreement expired. Meanwhile, it has been in a legal dispute with Ausgrid over the plant's power outages, and others have attempted to spill directors from the board.
Artamonov and Plutsky are using the same kind of modus operandi in Billabong employed at Alinta - build some shareholder muscle and threaten to blow up the rescue process. Coastal Capital has bought 5 per cent of the surfwear group and has demanded a shareholder meeting to vote on a change to the company's constitution to allow shareholders to approve debt restructurings. Billabong has 21 days to call a meeting and has to hold it within two months.
If Coastal Capital could garner some support from other Billabong shareholders, the latest restructuring proposals - one from the Altamont-Blackstone consortium and the other from Oaktree-Centerbridge - are at risk.
When it staged the Alinta coup it found other like-minded investors.
But if the destabilisation duo is counting on cosying up to its largest equity holder, Gordon Merchant, it could be disappointed. Word has it he is not about to support the interlopers, who need a 50 per cent vote in their favour to ditch any members of the incumbent board.
The pecking fight between the two existing consortiums is already complicated enough. Billabong chose Altamont as its partner last month, in a move that appeared to end the chapter of instability for the troubled surfwear group. Altamont immediately organised Billabong with a bridging loan and a timetable to replace this with long-term finance. The second leg of the Altamont proposal was to engineer a structure whereby it would swap debt for a controlling equity stake. It enlisted a highly rated chief executive, Scott Olivet, and set to work on a five-year plan.
This is the deal the Billabong board prefers and initially embraced. But a last-minute counter-proposal by Oaktree-Centerbridge forced the company back to the drawing board to mull over the two competing options.
It comes as no surprise that speculation has emerged that Coastal Capital could be in league with vulture underdog Oaktree-Centerbridge, but there are no desirable links between the two groups.
If Coastal Capital's real agenda is to inject life into Billabong's share price by introducing the prospect of a better deal then it can boast some success - the shares were up 15 per cent on Monday.
Billabong has to be close to entering the record books for all the wrong reasons. For almost two years a series of private equity firms have done due diligence on the surf, skate and ski wear brand conglomerate. Conditional offers were made only to be withdrawn as the company's finances became increasingly precarious.
In normal bidding wars the price of the target goes up. In Billabong's case each offer was less than the previous one.
But the emergence of Coastal Capital suggests the real bottom dwellers have emerged.
The firm is locked in a battle with PaperlinX where it is one of the largest holders of hybrid securities and resisting attempts to convert the stake into equity.
Frequently Asked Questions about this Article…
Billabong recently reported a debilitating loss of $860 million and is in the midst of a contested refinancing and restructuring process after several private equity groups examined and then withdrew conditional offers as the company’s finances worsened.
Coastal Capital is a New York–based investment group led by Vlad Artamonov and Todd Plutsky that specialises in 'special situations.' The group has bought a 5% stake in Billabong and is seeking to influence the company’s governance and restructuring process.
Coastal Capital has demanded a shareholder meeting to change Billabong’s constitution so shareholders can approve debt restructurings and has sought the power to vote on replacing board members. Under the rules explained in the article, Billabong has 21 days to call a meeting and must hold it within two months.
Coastal’s demand for a meeting and possible push to change the constitution could delay Billabong’s attempts to implement restructuring proposals. If Coastal secures support from other shareholders, it could put the two competing proposals — from the Altamont-Blackstone consortium and from Oaktree-Centerbridge — at risk.
The two main competing groups named are an Altamont-Blackstone consortium, which the Billabong board initially preferred and which organised a bridging loan and a plan to swap debt for a controlling equity stake, and a counter-proposal from Oaktree-Centerbridge.
The article links Coastal Capital to the Alinta rescue/restructuring where it ended up with a stake in the vehicle renamed Redback, which later faced its own problems: suspended shares after failing to supply audited results, debt pressures, expired bank support and legal disputes. These examples are cited as reasons some investors may view Coastal’s approach as disruptive or risky.
The article reports that Billabong’s shares rose about 15% on the Monday after Coastal Capital's intervention, suggesting the market saw the move as introducing the possibility of a better deal or increased activity around the company.
Investors should monitor whether Billabong calls the shareholder meeting within the required timeframe, any shareholder votes on constitutional changes or board composition, whether Gordon Merchant or other large holders back Coastal or the incumbent board, which restructuring proposal (Altamont-Blackstone or Oaktree-Centerbridge) progresses, and subsequent share-price volatility as the situation unfolds.
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