Waypoint Leasing Holdings Ltd., the largest independent global helicopter leasing company, announced it and certain of its subsidiaries have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York.
Waypoint expects to move through the restructuring process as expeditiously as possible and is committed to working with its lenders and all stakeholders towards a speedy and successful transformation. To this end, Waypoint has run a comprehensive sale process over the past months, has received bids from numerous parties and expects to use the Chapter 11 process to facilitate the acquisition of Waypoint by a new owner with a continued focus on our customers.
Over the past six months, Waypoint has been actively working with its lenders to de-lever its balance sheet and reposition the company for strength and stability. Waypoint plans to continue that work during the Chapter 11 process, and in addition to de-levering, Waypoint will continue to implement strategic initiatives. Waypoint has filed a number of customary motions with the court seeking authorization to support its operations during the restructuring process and ensure a smooth transition into Chapter 11. The company expects to continue its support for its customers on an uninterrupted basis and to work with all vendors and suppliers in the ordinary course for all goods and services provided on or after the filing date.
“Waypoint’s Chapter 11 filing is the next step in our holistic transformation strategy and will provide us with the opportunity to emerge with a stronger, sustainable and more competitive balance sheet,” said Hooman Yazhari, Chief Executive Officer of Waypoint. “It will further catalyze our ability to implement many of the innovative and evolutionary changes to our business model, allowing us to meet head-on the challenges and opportunities which our displaced industry presents. During our continued transformation, our team will work as hard as possible to demonstrate Waypoint’s true value as the most dedicated and capable steward of our assets. We will also continue our intense focus to deliver on the needs and requirements of our customers. I am incredibly grateful for our supportive stakeholders, including our global customer base, OEM and MRO suppliers, other partners and our talented team of employees.”
Established in 2013, Waypoint’s fleet is supported by over 40 employees based in eight offices worldwide. Waypoint’s aircraft diversity and customization capabilities have led to the lessor’s market-leading position across multiple mission segments including oil and gas, emergency medical services (EMS), government and humanitarian services, utility and firefighting, search and rescue (SAR) and wind farm support. Waypoint’s portfolio includes more than 160 aircraft flying with 36 customers in 34 countries.
According to a court filing by the company's general counsel, the debtors, with the assistance of their professionals, including those at Houlihan Lokey Capital, Inc.; Weil, Gotshal & Manges LLP; FTI Consulting, Inc.; and Seabury Corporate Advisors LLC, commenced a robust and comprehensive M&A Process – soliciting bids to purchase some or all of the debtors’ assets from nearly 200 strategic and financial buyers as well as sovereign wealth funds. The debtors are pleased with the market’s response to the M&A Process, both in terms of level of engagement and bid levels. The debtors received 14 qualifying initial letters of intent and, with the aid of their advisors, selected nine bidders to move on to the second round and continue diligence. At the end of the second round of the M&A Process, the debtors received proposals from six parties. As a result, the debtors expect to agree on terms with a bidder and to file a motion for approval of a sale process shortly. The debtors and their advisors are confident that this process will result in a valuable transaction that will maximize recoveries to the WAC Lenders and other stakeholders and reposition Waypoint’s operations and assets on a strengthened platform, ensuring continued first-rate customer service and prospects for growth as a market leader in the industry.
While an out-of-court restructuring and sale transaction was the preferred path, the company and its advisors recognized the challenges to accomplishing this, particularly given the complexity of the Company’s capital structure and current liquidity position. As described more fully below, the debtors have a complex capital structure involving nine separate debt facilities, each of which is housed in a separate silo of entities with different collateral packages securing the indebtedness thereunder, involving a total of 24 different WAC Lenders. With an ultimate Chapter 11 filing in the background as a possibility, the debtors solicited debtor-in-possession financing proposals from both existing stakeholders and third parties, and had a number of proposals in-hand prior to the Petition Date. The debtors were close to finalizing terms on a debtor-in-possession financing facility with certain members of the Steering Committee and other WAC Lenders, but shortly before the lending commitments were finalized, the sale of a portion of WAC Facility claims required a reworking of the proposed chapter 11 financing. In the evening before the Petition Date, the debtors received a revised financing proposal from the Steering Committee. The debtors are currently negotiating the terms of this financing and hope to file a motion in short order.
The debtors have determined that the only way to implement the comprehensive restructuring transaction the Company requires is through a Chapter 11 process. This will enable the debtors to preserve and supplement their liquidity position, complete the M&A Process and implement a value-maximizing transaction while protecting the company’s assets and operations.