Bob Sillerman’s plan to emerge from bankruptcy was simple — step down as CEO of SFX, but retain his chairmanship through his 40% stake of preferred stock in the EDM giant. Going into bankruptcy allowed him to wipe out the common stock shareholders and write down the big payments he made to buy up EDM promoters from around the world. He’d sell off a few assets, shut down a few festivals and still keep his health insurance, company car and New York office.
But that’s not what ended up happening — the very banks he had struck a deal with to finance the company became holders of first-priority liens on all of SFX’s assets. When the highly-leveraged company went into Chapter 11 bankruptcy, Sillerman signed even more aggressive lending deals with creditors, agreeing to huge interest rates and priority rights to SFX’s assets.
Earlier this week, the banks that lent Sillerman money filed a new restructuring agreement with drastically different terms for Sillerman. His preferred stocks would be wiped out and he would face an almost certain lawsuit from the banks that had kept the company afloat during bankruptcy.
If approved by Delaware bankruptcy judge Mary Walrath on Aug. 30, the RSA being put forward by Allianze SE and Axar Capital will wipe out all of the shareholders, remove the current board members and replace them with appointees chosen by the banks. A new round of Series A Preferred stock will be issued to the banks, essentially granting them control of the company. The promoters that sold their companies to Sillerman during the SFX rollup will be issued non-transferable contingent value rights (CVRs), essentially an option that can be exercised if SFX is every sold, merged with another company or liquidated. They’ll also receive common stock in the company, and some rights to purchase their companies back from SFX.
As for Sillerman, the banks have left themselves wiggle room to go after him for the shenanigans that took place at the company. Yesterday, I reported in Pollstar the new RSA includes language that SFX might pursue Sillerman for “general breaches of fiduciary duty” relating to “insider transactions and funding issues,” as well as several attempts by Sillerman to take the company private that never materialized.
Company officials might void “amounts reimbursed to Sillerman” and other warrants issued to the former CEO, whom they say may have engaged in “fraudulent transfer claims under federal and state law.” SFX also chose to exclude Sillerman, as well as SFX General Counsel Howard Tytel and vice chairman Mitch Slater from a blanket release of all debtors, paving the way for a lawsuit against the men.
Randy Phillips is expected to serve as CEO of the company when it emerges from bankruptcy. A report in the New York Post said Phillips might facilitate the sale of SFX to AEG, but we checked with a source at AEG who told us a potential purchase is “not happening.”