Services: Financial Advisory, Mergers & Acquisitions Industries: Basic Industries/Distribution/Business Services, Energy/Utilities/Environmental, Transportation/Automotive Professionals: Henry Owsley, Peter S. Kaufman Business Profiles: Shareholder Successes
Gordian Group was engaged as financial advisor to the Company and through our work increased shareholder recoveries by 100% compared to expected consideration prior to our engagement.
Client: Higman Marine
Higman Marine is a leading provider of intracoastal chemical and crude oil in the Gulf Coast, with a fleet of over 70 tug-boats and 200 barges. Due to a concurrence of events including a decline in crude prices, a fleet-wide over-supply of vessels, and shifts in the petrochemical industry away from certain feedstocks, Higman was in default of most of its fifteen separate lending facilities and was experiencing an ever-tightening liquidity position.
To address these issues and potentially bridge to a recovery in the intracoastal shipping market, the Company began a dual-path sale and refinance process in the summer of 2017.
Higman engaged Gordian in the later stages of this sale and refinance processes as the outcomes from both were consistently deteriorating. At the time of our engagement, Higman had only one putative buyer that, grasping the reality of the situation, continued to trade-down the previously-agreed-to purchase price. Moreover, the main party interested in providing refinance capital demanded terms that were unsustainable for Higman long-term. All of these adverse developments occurred in the face of ongoing defaults with the disparate lending groups, a strained liquidity position and the absence of forbearance agreements.
Gordian was tasked by Higman with maximizing shareholder recoveries, which included exploring internal restructuring alternatives and obtaining debt discounts from the Company’s 15 lending groups as part of a sale or refinance. We immediately got to work developing these internal restructuring alternatives as foils to be presented to the acquirer, refinance parties and current lenders. Our strategies included but were not limited to credible bankruptcy threats that would result in undesirable outcomes for the lenders. While the client wanted to avoid a bankruptcy filing (and ultimately did), the threat of a filing was necessary to push the creditors and putative buyer towards a more favorable outcome for Higman.
Gordian’s experience, creativity and above all our unique lack of creditor conflicts enabled us to get this huge success.
Due to Gordian’s efforts, not only was Gordian able to realize debt discounts from Higman’s lenders despite them knowing that the putative purchase price was greater than the outstanding debt, but when the buyer was informed of Gordian’s engagement and assignment, the re-trading came to an end, with the buyer agreeing to withdraw from yet another threatened price reduction.
Our strategies also prevented the buyer from re-trading the purchase price down about $17 million, and in fact adding that amount back to the promised purchase price.
Based on the implied purchase price prior to the buyer being informed of Gordian’s engagement, we estimate that the shareholders received over a 100% increase in their gross recoveries due to our efforts.