November 25, 2018 – Waypoint Leasing Holdings Ltd. and approximately 140 affiliated Debtors (collectively, “Waypoint” or the “Company”) filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Southern District of New York, lead case number 18-13648. The Company, a global helicopter leasing company that provides operating lease and financing solutions to helicopter operators worldwide, is represented by Gary T. Holtzer of Weil, Gotshal & Manges. Further board-authorized engagements include Houlihan Lokey as investment banker, FTI Consulting as financial advisor, Accenture LLP as Chapter 11 advisor and Kurtzman Carson Consultants as claims agent. The Company’s petition notes between 200 and 1,000 creditors; estimated assets between $1 billion and $10 billion; and estimated liabilities between $1 billion and $10 billion. Documents filed with the Court list the Company’s three largest unsecured creditors as (i) Airbus Helicopters Deutchland GMBH ($4,599,167 trade debt claim), (ii) AgustaWestland Malaysia ($542,745 trade debt claim) and (iii) CHC Helicopters Netherlands ($490,191 trade debt claim).
In a press release
announcing the filing, Waypoint commented that it 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.”
Hooman Yazhari, Chief Executive Officer of Waypoint, further commented “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….It will further catalyse 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.”
Events leading up to the Chapter 11 filing
In a declaration in support of the Chapter 11 filing (the “Wolynski Declaration”) [Docket No. 14], Todd K. Wolynski, Waypoint’s General Counsel and Chief Administrative Officer detailed the events leading to the Company’s Chapter 11 filing.
According to the Wolynski Declaration, the Company derives a significant portion of its revenue from the offshore oil and gas industry and has over the last three years experienced “significant and increasing pressure in response to the distressed market conditions in this sector.” Notwithstanding the recent rebound in crude oil and natural gas prices, “the effects of the protracted downturn are still evident in decreased spending on offshore exploration, development, and production activities and resulting reduced demand for the Debtors’ helicopters. Major oil and gas companies have cut costs by, among other things, employing less frequent offshore worker rotations and service patterns. Oil and gas companies have also looked to their helicopter operators to cut costs by cancelling contracts, requesting contract price reductions, and decreasing the number of aircraft utilized. The cost cutting employed by the oil companies has had a ripple effect: a decreased demand for helicopter operators caused such operators to implement their own cost- cutting measures, which, in turn, negatively impacts helicopters lessors such as Waypoint.”
In May 2016, Waypoint’s largest customer filed for bankruptcy protection. This customer (CHC Helicopter, or “CHC”) accounted for approximately $75 million (or 53%) of the Company’s annual operating revenues. As part of its own Chapter 11, CHC (i) rejected 15 of the 44 aircraft leases that it had with Waypoint, returning the leased helicopters on an “as is, where is” basis, and (ii) renegotiated the remaining leases with less favourable terms for the Company. As a result of the CHC bankruptcy, Waypoint experienced an annualized $45 million reduction in revenues related to the same forty-four helicopter assets and incurred approximately $28.4 million in unexpected transition and maintenance costs to return these aircraft to service.
In April 2016, an accident involving an Airbus H225 helicopter (but not involving Waypoint, which has six H225 aircraft) resulted in multiple grounding orders from civil aviation authorities. Although these orders began to be lifted from October 2016, the Wolynski Declaration notes that “there is currently little to no demand for the H225 model aircraft from the Debtors’ customer base.”
The Wolynski Declaration further details the financial impact of weak demand from oil and gas helicopter operators coupled with the oversupply of available helicopters in the market, noting that “Total revenue for the Debtors declined 12% in 2017 compared to 2016 and the decline continues to accelerate in 2018, while the weighted average remaining lease term was reduced to 2.2 years for the year ended December 31, 2017, down from 3.1 years at the end of 2016 and 4.7 years at the end of 2015. As of November 16, 2018, of the one hundred sixty-five (165) aircraft in the Debtors’ fleet, approximately thirty-five (35) were not revenue generating, and an additional five (5) aircraft are currently on leases that will expire during the remainder of 2018. The Debtors’ total fleet utilization is approximately 78%, significantly down from utilization rates of approximately 94% – 100% during 2013 to late 2015, before the cyclical downturn in the offshore oil and gas industry began to severely impact this industry segment. As a result, in spite of the growth in the overall portfolio asset base, net revenue has fallen from an annualized run-rate revenue of $135 million in January 2016, generated by 121 aircraft to $106 million in annualized run-rate revenue in November 2018 generated by 165 aircraft.”
The Wolynski Declaration also notes that “the strain on the Company’s net revenue has been further exacerbated by the Debtors’ extensive Orderbook obligations. As the Debtors’ financial performance has deteriorated over the past several months, the Debtors have been unable to satisfy all of their PDP [pre-delivery payments] payments and maintain their Orderbook obligations. Consequently, the Debtors have fallen behind on their PDP payments and have been in constant discussions with certain OEMs [Original Equipment Manufacturers] regarding the restructuring and modification of their Orderbook obligations. As of the Petition Date, the Debtors have made approximately $19 million in PDP payments to the OEMs in support of nineteen (19) outstanding aircraft orders; however, the Debtors owe approximately $35 million that is contractually due and payable as of the Petition Date to certain OEMs under the Orderbook out of approximately $175 million in total contracted remaining Orderbook payments.”
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