Thursday, May 13, 2021

Medley Management: Reorg BDC Manager, Better Offer Coming?

[This is marginal idea day, I have a few of these small positions I've started but don't really have the conviction to make them more than that, but others might find them interesting and in the interest pushing out some content, here we go]

Medley Management (MDLY) is an asset manager of private-credit or middle-market leveraged loan vehicles, it was previously the external manager of PhenixFin (PFX), a business development company ("BDC") that was formerly known as Medley Capital (MCC) prior to BDC's board terminating Medley's management agreement at year end 2020.  The loss of the MCC management agreement, alongside years of underperformance, dinged Medley's assets under management to the point the company's operating subsidiary filed bankruptcy protection on 3/7/21.  Today the company has about $1B in AUM, split between their non-traded BDC, Sierra Income Corporation ("SIC"), and some other separately managed accounts or private funds.

A little history, Medley Management was 5-6 years ago a semi-popular way to play the "permanent capital" trend, traditional asset managers were facing the same headwinds they do today with outflows and competition from cheaper indexed alternatives, however permanent capital managers were popular since they managed closed end funds like BDCs or REITs.  The closed end nature and generally punitive termination clauses in external management agreements make them highly valuable.  Medley took this valuable revenue stream, IPO'd it, took on leverage in the form of baby bonds (bonds that trade on exchanges, typically $25 par value like preferred stock) and paid a handsome dividend.  These baby bonds trade under the symbols MDLX and MDLQ, as part of the proposed bankruptcy plan, the baby bonds will be converted into MDLY common stock.  But prior to the current troubles, Medley had been underperforming for years, MCC had been trading a persistent discount to book value and was unable to issue shares.  In 2018, they came up with a plan to do a three-way merger that would combine MDLY, MCC and SIC together to form one large internally managed BDC (similar in nature to the ill-fated NSAM/NRF/CLNY merger), but that merger was challenged by shareholders from the get-go as a non-arms length transaction designed to prop up MDLY and enrich insiders, the merger was ultimately scrapped during the worst of the pandemic.

With that out of the way, here's where the story gets a bit more complicated, MDLY technically represents shares of Medley Management which is just a holding company that in turn owned a portion of the operating subsidiary partnership, "Medley LLC", Medley LLC is the now bankrupt entity that is the asset manager, where the majority of the employees technically work, etc., and most importantly, where the baby bonds were issued.  The remaining portion of Medley LLC was owned by two twin brothers, Brook and Seth Taube who were until recently co-CEOs together, they had the option to convert their units in Medley LLC for MDLY shares, normally you would never do this for tax reasons, but once it was clear that Medley LLC was in trouble and formally filing for bankruptcy, the Taubes converted their units in Medley LLC for shares in MDLY to maintain control of the company.  Their reason for this transaction was a fear that a change of control through bankruptcy would trigger clauses that would allow clients out of their management contracts.

Prior to the unit conversion, MDLY had 670k shares outstanding (after a reverse split), after the Taubes Medley LLC unit conversion the company has just over 3 million shares outstanding.  As part of the restructuring plan, MDLY will be issuing new shares to both classes of baby bonds and to Strategic Advisors, who were a minority investor in the entity that manages Sierra Income.  In 2018, MDLY bought out Strategic using seller financing, MDLY defaulted on the Strategic note in early February 2021, same time the company failed to pay interest on their baby bonds.  Here's what the plan contemplates for both sets of creditors:
Notes Claims. On the Effective Date, each holder of an Allowed Notes Claim shall receive: (i) if such holder votes to accept the Plan, 0.600 shares of newly-issued Class A Common Stock of MDLY for each $25 principal amount of 7.25% senior notes due 2024 (“2024 Notes”) and/or 6.875% senior notes due 2026 (“2026 Notes”) held by such holder; (ii) if such holder does not take any action and does not vote on the Plan, 0.450 shares of newly-issued Class A Common Stock of MDLY for each $25 principal amount of 2024 Notes and/or 2026 Notes held by such holder; or (iii) if such holder elects to Opt-Out of the Third Party Release contained in Article VIII of the Plan and/or votes to reject the Plan, the lesser of (x) 0.134 shares of newly-issued Class A Common Stock of MDLY for each $25 principal amount of 2024 Notes and/or 2026 Notes held by such holder or (y) a pro rata share of the Rejecting Noteholder Pool.

Strategic Claim. The holder of the Allowed Strategic Claim shall receive: (i) 218,182 shares of newly-issued Class A Common Stock of MDLY; (ii) $350,000 in Cash on the Effective Date or as soon as practicable thereafter; and (iii) a secured promissory note, the form of which will be negotiated between the parties prior to the Confirmation Hearing, which provides for 10 consecutive quarterly payments of $225,000 in Cash, commencing on the last Business Day of the first full calendar quarter following the Effective Date.

The baby bonds are getting the short end of it here, clearly the equity is impaired at Medley LLC, but due to the structure of MDLY, management was able to remove themselves from the bankrupt entity and then now is forcing mostly retail investors to approve the plan or get less if they forget (which seems like fair amount would) or straight out reject the plan.  The SEC seems to agree, the SEC has an open investigation into MDLY, they recently had this to say in a court dock filing:

B. The Debtor’s Bankruptcy Case and Restructuring Plan

8. On March 7, 2021, Medley filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware (the “Court”). That same day, Medley filed the Plan which would exchange the debt owed to holders of the Notes for equity in MDLY.  The noteholders are among the Debtor’s most senior class of debt, as the Debtor has scheduled no secured or priority claims. Under the Plan, holders of the Notes are estimated to receive a recovery between 5% and 22.4%, depending on whether the noteholders vote in favor of the Plan. But because the recovery hinges on the market value of MDLY stock, noteholders could receive much less under the Plan. The Debtor has scheduled only $7.7 million in general unsecured claims, all but approximately $86,039 of which relate to one creditor. These claims are also impaired.

 9. The Plan gives equity special treatment. Specifically, the Plan treats the Debtor’s equity interests as unimpaired and contemplates that unitholders—i.e., MDLY—will continue to own the reorganized Debtor. According to the Debtor’s CFO, equity interests remain unimpaired under the Plan in order to avert “material adverse consequences.” See Allorto Decl. [Docket No. 5], at 12. Specifically, “[t]he Plan is designed to avoid a change of control event through the Chapter 11 Case and limit the potential for client defections.”  

10. It is clear from the first-day declaration and testimony at the Section 341 Meeting of Creditors that at no time prior to the petition date did the Debtor consider any strategic alternative that would have impaired the pre-IPO owners’ interests in the Debtor.

And then in a footnote, SEC hinted that a new revised plan might be coming, presumably one that would give the baby bonds more of the reorganized entity:

1 The SEC staff has informed the Debtor that the Plan is fatally flawed in a number of respects. In response, the Debtor has represented that the objectionable provisions of the Plan, including provisions violating the absolute priority rule, will be addressed in a forthcoming amendment, that the current hearing date will be adjourned, and that the SEC will have an opportunity to review and object to any amended disclosure statement. Although the Debtor has informed the SEC staff that the structure of the Debtor’s Plan may change, as of the date hereof, an amended plan and disclosure statement have not been filed, and the Debtor has not agreed to further extend the date on which the SEC must object to the retention applications. As such, the SEC has no choice but to file its objection based on the currently-filed Plan. The SEC reserves the right to amend this objection if and when such an amended plan and disclosure statement are filed. 

So a better outcome might be coming thanks to the SEC pushing back, but even if the current plan remains in place, the baby bonds look interesting, both on their own and relative to where the common stock trades.  These are all fairly illiquid securities, but as I write this, the two baby bonds (MDLX and MDLQ) trade for approximately $2.30, MDLY trades for $5.70, at a rate of 0.60 MDLY per baby bond that's $3.41 of "value", 46% upside to where the bonds trade.  MDLY is extremely volatile and seems subject to the occasional pump and dump, so maybe the bonds are reflecting the true value and MDLY is just a meme stock trading sardine.

Some back of the envelope math, ignoring the $9.5MM investment in SIC and other cash/assets on MDLY's balance sheet, I get an enterprise value of approximately $23MM through the baby bonds for an asset manager with $1.2B in AUM, a lot of which is paying upwards of 1.75% in base fees.

Seems kind of cheap?  Proforma normalized earnings is probably something like $1MM per quarter.  Now of course you have the Taubes still in control of this thing and assets to continue to flee, but loan mutual funds have seen huge inflows recently in anticipation of higher rates, defaults are at lows, I could see this market making a recovery and potentially benefiting even the marginal players like Medley.

Risk/Other Thoughts: 

  • Please do your own work on this one, the MDLY shares are highly volatile and appear to occasionally caught up in pump and dumps or "meme stonk" trading patterns.
  • The bankruptcy process is uncertain, the plan still needs to be approved by the courts, a lot could go sideways and I'm not a reorg expert by any stretch.
  • Sierra Income Corporation makes up a majority of their assets and the Investment Advisory agreement between SIC and Medley needs to be renewed each year, Sierra can terminate the agreement at any time.  SIC does file with the SEC, in their latest proxy they detailed the events leading up to renewing Medley's contract for another year despite the bankruptcy proceedings, noting that the reorganization would be good for Medley and SIC.  I would also note that none of the independent directors of SIC own any material amount of stock, are paid handsomely in cash, and likely don't want to interrupt that gravy train, but as with MCC, SIC could decide to terminate the agreement and then Medley would be in serious trouble.
  • Medley recently disclosed in an amended 10-K filing that a client representing 18% of their AUM terminated their investment agreement with Medley, the funds will take a couple years to leave the firm (middle market loans are illiquid, they'll runoff in 2-3 years), but again, shows this is a melting ice cube business.
  • I'm bullish on private-credit going forward, say what you will about the Fed's actions but the result is to push people out on the risk spectrum, especially fixed income or yield oriented investors.  To meet desired total returns, the fixed income portion of a typical portfolio is going to have to be riskier than it has in the past.  If the Taubes come to the realization that their name or the Medley name is tarnished, I imagine they'll have a few interested parties in buying them out, or a recut of the Sierra Income internalization transaction could be back on the table again.
Disclosure: I own shares of MDLQ (and PFX too)

Macquarie Infrastructure: Liquidation, Possible Forced Selling Later

[I bought a little of this, did more work on it and its a little tighter than I'd normally like but wanted to post on it in case I'm missing something or others see more value here, and there's potential for some forced selling down the road]

Macquarie Infrastructure Corp (MIC) is the rare externally managed vehicle that is in the process of liquidating, but only after it was clear the incentive fee was well out of reach.  MIC is essentially a publicly traded private equity fund that invested in infrastructure or infrastructure-like businesses with the external manager charging a base management fee plus a carry.  They initially announced strategic alternatives in October 2019, with the first major asset sale (International-Matex Tank Terminals) closing in December and the resulting first special dividend being paid out in January.  From recent management commentary, it appears the liquidation is moving along quickly and we'll likely see transaction announcements in the coming months for the two remaining businesses, Atlantic Aviation and MIC Hawaii (dba as Hawaii Gas).  I think the gross upside is around 17%, with the IRR being a bit better considering most of the value should be returned to shareholders around year end.

Atlantic Aviation is a provider of fixed based operations ("FBO") for the general aviation ("GA") market, which basically means they provide jet fuel, hangar space and other services for private aircrafts at 69 airports throughout the United States.  This business is firmly in the "infrastructure-like" category, it is heavily reliant on the amount of GA traffic through the airports where it operates.  Atlantic experienced a quick but relatively brief covid downturn as private flights have rebounded much quicker than commercial flights.  Atlantic is one of the larger players in FBO industry, behind Signature Aviation (SIG in London), Signature recently agreed to a go-private transaction, after multiple bidders made offers, valued at 16x 2019 EBITDA.  In 2019, Atlantic did $276MM in EBITDA, but with corporate costs fully allocated, its probably more like $260MM on a standalone basis, at a similar 16x multiple the total value would be $4.16B, and after subtracting out $1B in debt at Atlantic, the sale would net $3.4B to MIC shareholders or $36/share (this is before Macquarie's incentive fees, etc.), above where the stock is trading today at ~$34/share.

MIC Hawaii, which operates as Hawaii Gas, is the state's only regulated natural gas distributor.  Natural gas makes up a small portion of the state's energy needs, their client base is more heavily concentrated in the restaurant and hospitality industry, both which suffered during covid from strict local lockdowns and travel restrictions.  Recently, travel to Hawaii has restarted from the US mainland, still limited from Japan and other parts of Asia, but trending in the right direction.  Prior to covid, Hawaii Gas was a very steady but no-growth business of about $60MM in annual EBITDA, converting to $40MM in FCF.  I don't have a great sense of what this business is worth, there's no perfect comp, but this is a stable business once the Hawaiian economy returns to somewhat normal, let's says its worth 8x EBITDA, or $480MM, subtract out the $94MM term loan on the business and its $4.40/share in value.

Proforma cash is approximately $250MM, which accounts for the remaining convertible senior notes that the company is actively retiring in the market.  Now Macquarie isn't liquidating the company simply because it is the right thing to do, they are getting a huge fee per the Disposition Agreement, which was intended to convert a termination fee into an incentive fee for maximizing value in a liquidation.  Above about $4.6B in total net proceeds, Macquarie earns a 6.1% share in cumulative payments on the entire net proceeds, it appears they'll likely meet that threshold and thus on my math, Macquarie would earn approximately $378MM (only somewhat confident that's directionally right), $28MM of which has already been paid as part of the IMTT disposition.  The net effect is approximately a net -$100MM cash position or -$1.15/share (leaving out any interim free cash flow generated by AA or Hawaii Gas), add it all up and its a little over $39/share in total value.

As always with a liquidation, the timing of the payments and the order of events is important.  To this point, the company will be converting to an LLC (a partnership for U.S. tax purposes) just prior to the closing of an Atlantic Aviation sale.  In a perfect world, MIC Hawaii would be sold first, its about 1/10th the size of Atlantic, any capital gains would be relatively trivial to the overall value of the company, but because MIC Hawaii is regulated, it may take over a year to secure approvals and close the deal.  I don't want to understate this risk, several years ago I owned the state's electric utility, Hawaiian Electric Industries (HE), which at the time had a deal with NextEra Energy (NEE) to buy HE and spinoff their bank subsidiary.  The regulators ultimately killed that deal, I forget the technical reasons, but it was largely local pride and not wanting to give up control to a larger mainland entity.  Less risk of that here with natural gas being a low-single digit piece of the energy grid, but still something to keep in mind as the liquidation unfolds, a dragged out process will turn a somewhat attractive IRR to a pedestrian one pretty quickly.  MIC will first sell AA (likely this year, with a close and special dividend in 2021), convert to a partnership so any capital gains would be at the individual shareholder level and then the sale of MIC Hawaii would be structured as a sale of the partnership units and wouldn't have any associated tax consequences.

Often with liquidations, there is an opportunity around the big bulky distribution, either just before or just after the payment, I could see a scenario where that effect is magnified here with the company also converting to a partnership and those remaining investors that can't own partnerships by their mandates or because its held in a tax deferred account, might be forced to sell, creating an opportunity for those willing to go through the tax and paperwork headaches of a partnership.  Something to keep on the watchlist even if the current spread isn't particularly appealing by my estimation.

Disclosure: I own shares of MIC