Power provider Frontera to restructure under Chapter 11

BY Fraser Tennant 

In a move to reduce its approximated £800m debt, natural gas plant operator Frontera Holdings LLC has filed for Chapter 11 bankruptcy protection in order to implement a comprehensive restructuring support agreement (RSA).

Frontera joins an expanding list of operators, which includes California Resources and a pair of natural-gas-fired power plants owned by Talen Energy Corporation, seeking Chapter 11.

Under the terms of the RSA, most of the company's debt will be converted into equity and the current term loan and revolving credit facility lenders will become the new owners of Frontera.  

Throughout the restructuring process and beyond, Frontera expects that employees and vendors will continue to be paid and that the Frontera Generation Facility – the company’s 526MW, combined-cycle natural gas plant near Mission, Texas, which exports power to Mexico – will continue to generate electricity and serve its customers.

Frontera’s subsidiary entities in Mexico are not included in the Chapter 11 filing and also are continuing to operate in the ordinary course of business.

In bankruptcy court filings, Frontera attributed its Chapter 11 filing and RSA to the coronavirus (COVID-19) pandemic's massive disruption to demand for the debtors' energy production.

“These actions represent an important milestone to reducing debt and strengthening the company for the benefit of our stakeholders,” said Lee Davis, chief executive of Frontera. “Frontera intends to use the court-supervised process to create a sustainable capital structure and position the company to achieve long-term success.”

Currently, Frontera has $773m in debt under a secured term loan and revolving credit facility, as well as $171m in secured notes. Under this agreement, lenders agree to convert a substantial portion of the current term loan and revolving credit facility debt into equity. Once approved by the Bankruptcy Court, these lenders will become the company’s new owners.

Furthermore, Frontera has secured $70m in debtor-in-possession (DIP) financing to ensure liquidity throughout the Chapter 11 process. The company's liquidity position will allow the Frontera Generation Facility to operate the business in the ordinary course and fund Chapter 11 administrative costs.

The DIP financing is part of $145m in exit financing that will be provided by lenders upon Frontera’s emergence from the Chapter 11 process.

News: Frontera Holdings Files for Chapter 11 in Southern Texas Court

Renesas and Dialog agree $6bn deal

BY Richard Summerfield

Renesas Electronics Corp has agreed to buy Dialog Semiconductor in a deal worth $5.9bn. Dialog accepted the all-cash offer of around €67.50 per share, the companies said in a statement announcing the deal. The price represented a 20 percent premium to Dialog’s Friday close of €56.12.

“The transaction we announced today represents our next important step in catapulting Renesas’ growth plan to achieve substantial strategic and financial benefits, following our previous acquisitions,” said Hidetoshi Shibata, president and chief executive of Renesas. “Dialog has a strong culture of innovation along with excellent customer relationships and serves fast growing areas including IoT, industrial and automotive. By bringing Dialog’s talented team and expertise into Renesas, together, we will accelerate innovation for customers and create sustainable value for our shareholders.”

“For several years, we have successfully executed on a diversification strategy that positions Dialog for high-growth,” said Dr Jalal Bagherli, chief executive of Dialog. “We have built a strong foundation of high-performance analog and power efficient mixed-signal expertise, extended our product portfolio and applied our technologies into markets including 5G, wearables, automotive, smart home, connected medical and industrial IoT.”

He continued: “This compelling platform – combined with Renesas’ leading embedded compute, analog and power portfolio – creates even greater growth opportunities in today’s increasingly connected world. The Dialog team is excited to join forces with Renesas. The combined company will be in an even stronger position to provide innovative products for these markets, building on Renesas’ extensive sales, distribution and customer support capabilities.”

The deal is the last transaction in the increasingly active semiconductor industry. According to Bloomberg, the volume of deals involving semiconductor companies more than doubled in 2020 to $144bn. A marked shortage of available semiconductors has impacted the manufacturing of various consumer electrical goods, with Sony and Apple among those companies worst affected.

Renesas and Dialog both supply Apple. In Dialog’s case, Apple accounted for two-thirds of the company’s $1.4bn in total sales in 2019. Dialog’s other clients also include Samsung, Xiaomi and Panasonic. The company expects revenue generated from Apple to fall to about 25 percent by the end of 2023.

Dialog confirmed on Sunday that it had received an offer from Renesas after media reports of interest from the Japanese company and Franco-Italian chipmaker STMicroelectronics.

News: Renesas boosts power and connectivity prowess with $6 billion Dialog deal

Jazz Pharma to acquire rival for $7.2bn

BY Richard Summerfield

Jazz Pharmaceuticals Plc has agreed to acquire GW Pharmaceuticals Plc in a $7.2bn cash and stock deal.

Jazz will acquire GW for $220 per American depositary share – $200 in cash and $20 in Jazz shares. The offer price represents a 50 percent premium to GW’s closing price on Tuesday, the day before the deal was announced. The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the second quarter of 2021.

GW’s product line has a number of notable medications for cancer and other conditions and diseases. It is perhaps best known for a cannabis-based epilepsy treatment called Epidiolex, which was approved by the US Food and Drug Administration in June 2018. The drug’s active compound, cannabidiol, produces an anticonvulsant effect through its interaction with prominent components of the nervous system.

“Jazz is proud of our leadership position in sleep medicines and rapidly growing oncology business,” said Bruce Cozadd, chairman and chief executive of Jazz Pharmaceuticals. “We are excited to add GW’s industry-leading cannabinoid platform, innovative pipeline and products, which will strengthen and broaden our neuroscience portfolio, further diversify our revenue and drive sustainable, long-term value creation opportunities.”

He continued: “We are joining two teams that share a passion for, and track record of, developing differentiated therapies that advance science and transform the lives of patients. This will help facilitate a successful integration and bring added capabilities to Jazz. Given the strength of our balance sheet and the meaningful financial drivers of the transaction, we are confident in the value we can deliver to both companies’ shareholders and patients. We look forward to welcoming the GW team to Jazz to build an even stronger company.”

“Over the last two decades, GW has built an unparalleled global leadership position in cannabinoid science, including the successful launch of Epidiolex, a breakthrough product within the field of epilepsy, and a diverse and robust neuroscience pipeline,” said Justin Gover, chief executive of GW Pharmaceuticals. “We believe that Jazz is an ideal growth partner that is committed to supporting our commercial efforts, as well as ongoing clinical and research programs.

“We have a shared vision of developing and commercialising innovative medicines that address significant unmet needs in neuroscience and an approach of putting patients first,” he added. “Together, we will have an opportunity to reach and impact more patients through a broader portfolio of neuroscience-focused therapies than ever before.”

Jazz Pharma expects to fund the cash portion of the deal with a combination of cash on hand and debt.

News: Jazz Pharma in $7.2 billion deal for GW Pharma to add cannabis-based epilepsy drug

Corruption threatening global COVID-19 recovery, says new report

BY Fraser Tennant

Widespread corruption is undermining healthcare systems and threatening the global recovery from the coronavirus (COVID-19) pandemic, according to a new Transparency International report published this week.

In its ‘2020 Corruption Perceptions Index’ (CPI), Transparency International ranks 180 countries and territories by their perceived levels of public sector corruption, drawing on 13 expert assessments and surveys of business executives. The index uses a scale of zero (highly corrupt) to 100 (very clean).

According to the CPI, corruption poses a critical threat to citizens’ lives and livelihoods, especially when such behaviour is combined with a public health emergency such as COVID-19.

At the upper end of the CPI, clean public sectors correlate with greater investment in healthcare. Uruguay, for example, at 71 on the scale, has the highest CPI score in Latin America, invests heavily in healthcare and has a robust epidemiological surveillance system, which has aided its response to COVID-19 and other infectious diseases. 

In contrast, Bangladesh, at 26 on the scale, invests little in healthcare while corruption flourishes during COVID-19, ranging from bribery in health clinics to misappropriated aid. Corruption is also pervasive in the procurement of medical supplies. Countries with higher corruption levels also tend to be the worst violators of rule of law and democratic institutions during the COVID-19 crisis.  

“COVID-19 is not just a health and economic crisis, it is a corruption crisis,” said Delia Ferreira Rubio, chair of Transparency International. “And one that we are currently failing to manage. The past year has tested governments like no other in memory, and those with higher levels of corruption have been less able to meet the challenge. But even those at the top of the CPI must urgently address their role in perpetuating corruption at home and abroad.”

To reduce corruption and better respond to future crises, Transparency International recommends that all governments: (i) strengthen oversight institutions to ensure resources reach those most in need; (ii) provide anti-corruption authorities and oversight institutions with sufficient funds, resources and independence to perform their duties; and (iii) ensure open and transparent contracting to combat wrongdoing, identify conflicts of interest and ensure fair pricing.

“It is not surprising to see that there is a correlation between a country’s index score and their response to COVID-19,” said Michael Harris, financial crime consultant at LexisNexis Risk Solutions. “The pandemic exemplifies the impact corruption can have on government systems and more needs to be done to tackle this problem, including strengthening institutional oversight and ensuring thorough due diligence is carried out, regardless of the wider circumstances.”

Report: 2020 Corruption Perceptions Index (CPI)

Australia’s Speedcast confirms restructuring via Chapter 11

BY Fraser Tennant

In a move designed to position itself for future growth, satellite communications provider SpeedCast International Ltd is to emerge from Chapter 11 bankruptcy protection after gaining bankruptcy court approval to restructure under a new owner, private equity firm Centerbridge Partners.

The Australian company decided to recapitalise its business through voluntary Chapter 11 proceedings in April 2020, citing the weakened demand for its connectivity services to cruise lines, oil rigs and other customer platforms following the outbreak of coronavirus (COVID-19).

Under the terms of a plan of reorganisation, Speedcast will emerge from Chapter 11 with a new $500m equity investment from Centerbridge, which will be used in part to repay all of its $285m debtor-in-possession (DIP) financing, as well as a permanent reduction of all its $634m senior secured debt.

The plan also provides for a cash payment to holders of secured claims and cash payment to certain of Speedcast’s critical trade vendors. Unsecured creditors will share in recoveries from a litigation trust.

“The court’s confirmation of the plan marks a key milestone in our efforts to become a stronger business and positions us to emerge in the near term, having achieved our goals,” said Stephe Wilks, chair of Speedcast. “Throughout the restructuring process, our global workforce has delivered on its commitments while adapting to change. On behalf of the Board, we are immensely grateful for the ongoing patience and trust that the company’s employees, customers and partners have shown in this process.”

Speedcast, which serves more than 3200 customers in over 140 countries, expects to emerge from the Chapter 11 process in the first quarter of 2021, subject to final regulatory approvals and satisfying customary closing conditions.

Following emergence, Joe Spytek, who has served as Speedcast’s president and chief commercial officer over the last year, will take on the role of chief executive, leading the company under the new Centerbridge ownership.

Mr Spytek concluded: “Speedcast is well-positioned to maximise its full potential as the company works to build a platform that addresses customers’ most demanding operations and application requirements now, and in the future.”

News: Speedcast to emerge from Chapter 11 with $500M Centerbridge investment