How a rescue turned to regret in Bed Bath & Beyond’s bankruptcy

Late final summer time, Mattress Tub & Past had a brand new chief government, a brand new technique and $375mn in new money from a canny funding agency, Sixth Road Companions. Collectively, they have been meant to propel the US dwelling items retailer by way of the 2022 vacation season and reverse a protracted, harmful slide in gross sales.

The optimism shortly evaporated, exposing tensions between the corporate and its supposed rescuer that present the knife-edge nature of distressed-debt investing in a slowing US economic system.

Inside weeks of investing, Sixth Road was quietly questioning the turnround plan of the CEO, retail veteran Sue Gove, whereas firm insiders have been complaining about what they noticed because the investor’s tightfistedness, individuals aware of the matter say. After a disastrous vacation season, with like-for-like gross sales falling a stunning 40-50 per cent within the fourth quarter, any hope of a 2023 comeback was snuffed out when collectors selected to play hardball.

Final week, these tensions culminated in Mattress Tub & Past’s Chapter 11 chapter submitting. The enterprise now dangers a liquidation that would price hundreds of jobs and impose enormous losses on shareholders and lots of collectors.

Years of monetary and operational mis-steps contributed most to the corporate’s collapse. However courtroom filings and interviews with key gamers concerning the occasions of the previous eight months reveal the fragile dance between firms determined for rescue capital and the Wall Road gamers who roll the cube on massive returns from such high-wire conditions.

The variety of bonds categorised as distressed in Morningstar’s high-yield bond index grew greater than fourfold between 2021 and 2022, and asset managers have devoted a whole bunch of billions of {dollars} in direction of betting on troubled companies.

Sixth Road, which now manages $65bn, was no stranger to teetering retailers. The agency had loaned cash to the likes of Toys R Us and JC Penney, reporting that such retail loans produced an annualised return exceeding 20 per cent. And Sixth Road designed its Mattress Tub & Past funding to guard itself if issues went fallacious.

The $375mn infusion, led by Sixth Road alongside smaller companions, on August thirty first was within the type of a “first-in, last-out”, or Filo, mortgage. Solely the corporate’s current revolving credit score facility with JPMorgan, which was backed by stock and different property, ranked above the Filo in reimbursement precedence.

“It’s one factor to lend cash to a wholesome firm that later will get sick. It’s completely completely different to lose cash since you knowingly lent cash to a sick firm and didn’t do job defending your self,” stated Kristin Mugford, a former investor at Bain Capital now at Harvard Enterprise College. “No lender needs to be that idiot.”

By late 2022, nonetheless, Sixth Road grew involved when Mattress Tub & Past briefly pursued a bond trade that it noticed as a distraction from slicing shops extra drastically, individuals aware of the investor’s considering say.

By early 2023, with distributors reluctant to provide stock after the dire vacation season, JPMorgan and Sixth Road instructed the retailer that breaches within the phrases of its loans constituted a default.

Mattress Tub & Past was going through chapter, however in February what Gove known as a “transformative transaction” appeared to supply an escape route. A hedge fund, Hudson Bay Capital, stated it will purchase about $1bn price of fairness, albeit over a number of months and topic to sure situations.

Sixth Road places of work in Midtown Manhattan: the funding agency invested closely in Mattress Tub & Past © Jeenah Moon/Bloomberg

The bizarre transaction concerned the fund shopping for convertible most well-liked inventory at a reduction and changing it into frequent inventory, which it will shortly promote at a revenue right into a market boosted by a burst of meme inventory mania.

As a part of the deal, Mattress Tub & Past’s lenders waived the threatened default, with Sixth Road placing in one other $100mn to get JPMorgan on board. The money from the Hudson Bay share sale and the second Sixth Road mortgage, nonetheless, was used to repay JPMorgan’s revolving mortgage reasonably than to put money into the enterprise.

Between the primary a part of the Hudson Bay deal and different inventory gross sales this 12 months, Mattress Tub & Past raised greater than $400mn. However the firm noticed Sixth Road as a barrier in the best way of it elevating extra.

Uneasy with the corporate’s technique and losses, Sixth Road was “unwilling to approve the debtors’ projected funds,” Mattress Tub & Past acknowledged in courtroom papers. That situation, along with a falling share value, stored the corporate from tapping a whole bunch of tens of millions extra from Hudson Bay that would have stored it afloat longer.

Had its Wall Road backers been extra accommodating, firm insiders lamented, it may need pulled off a turnround. “It was demise by a thousand cuts . . . it was unimaginable to function the enterprise,” stated one.

For its half, Sixth Road pointed to the a whole bunch of tens of millions of {dollars} it had infused as proof of its good religion. Its attorneys famous in courtroom final week that it had agreed on 5 separate events to not implement defaults.

The chapter course of will now decide simply how deep the losses are for Mattress Tub & Past’s stakeholders. The corporate, which can also be looking for a purchaser, has estimated that its liquidation worth could be simply over $700mn. Shareholders are anticipated to recoup nothing whereas its junior bonds, with a face worth of $1bn, are buying and selling under 5 cents on the greenback.

Sixth Road has now offered one other $40mn by way of a “debtor-in-possession” mortgage that can fund Mattress Tub & Past’s keep in courtroom whereas yielding about 12 per cent curiosity yearly. To safe this mortgage, the corporate reluctantly allowed Sixth Road to switch or “roll up” $200mn of its current mortgage into the DIP mortgage, which will probably be repaid first from any sale or liquidation proceeds. Its remaining declare of $347mn, together with accrued curiosity, ranks decrease within the hierarchy and will nonetheless endure losses.

Bed Bath & Beyond capital stack post-bankruptcy

DIP loans had develop into much less frequent for the reason that monetary disaster of 2008-9, stated Jared Ellias, a Harvard Legislation College professor, so “this may occasionally point out a change out there for distressed financing or, extra seemingly, absolutely the desperation of Mattress Tub & Past’s place.”

The choose overseeing the case famous that Sixth Road didn’t present the additional $40mn “altruistically”. A lawyer for the investor instructed the courtroom that the “roll-up was all the time the financial consideration for offering one other spherical of capital”.

Mattress Tub & Past added that it couldn’t discover any supply of junior financing and that Sixth Road wouldn’t consent to “priming financing” from one other occasion that may push it down the reimbursement hierarchy.

Even so, the retailer admitted that it had little selection however to take what Sixth Road was providing. It was, its funding banker wrote to the courtroom, “essentially the most beneficial executable transaction obtainable”.

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