Welcome back to Dry Powder, in your inbox a bit late after some Sunday technical difficulties. I’m Bill Cohan—and I’m a new grandpa! We
welcomed Carter Cohan to the world a week ago and can’t wait to get him in his Puck onesie. Mother and child are doing great (as is my oldest son, Carter’s father), and thanks for the well wishes during this special time for our family. Happy Mother’s Day to all.
It was an incredible week for the Cohans, but a much more complex one for billionaire investor Wes Edens, who is working through a double-barreled personal and professional quagmire as he attempts to
refinance his energy company in the U.K. while dealing with an extortion plot, at the same time that his Milwaukee Bucks figure out what to do with Giannis. (At least Aston Villa is doing pretty well so far this season.) Anyway, Wes has bigger fish to fry—and that’s the topic of this evening’s issue.
Also mentioned in this issue: Ryan Cohen, Paul Weiss, Akin Gump, Trump, Cahill Gordon, John Bringardner, and
more…
But first…
|
-
A Trump portfolio checkup: In case you forgot, last August, our socialism-curious president Donald Trump orchestrated the federal government’s conversion of two grants to Intel—together worth nearly $9 billion—into roughly 433 million shares of the company, or a 9.9 percent stake at $20.47 a share. Nine months later, that weird Trumpian bet seems to have paid off bigly. Intel now trades at around $113 a share, giving the U.S. government a profit, on paper
anyway, of around $40 billion. Not bad, I suppose, for Trump’s version of capitalism with Chinese characteristics.
Trump, naturally, is taking a victory lap. Earlier this month, according to Fox News, he boasted that he was “responsible” for making the U.S. government more than $30 billion. Trump also orchestrated federal investments in four other public companies: MP Materials, Lithium Americas, Trilogy Metals, and USA Rare Earth. None has performed nearly as well as the Intel
deal, though the stock of Trilogy Metals, a mining company, is up around 100 percent since the federal government took a 10 percent stake last October. And MP Materials, a rare earth producer, has climbed around 25 percent since the government invested $400 million last July. Maybe socialism, at least as practiced by Trump, pays off.
|
|
|
|
A MESSAGE FROM OUR SPONSOR
|
Houndstooth House started as a shared vision between two friends – now it’s been named a Small
Business of the Year. Over the past 20 years, founders Denise Cotter and Michelle Marino have grown their two-woman design firm into a thriving business with a 10,000-square-foot showroom and eight employees. At U.S. Bank, we know that bold growth starts with meaningful support. That’s why we support over 1.1 million small businesses with personalized resources and expert guidance. For visionaries like Denise and Michelle, we’re more than a bank –
we’re a partner in progress.
|
|
|
|
- GameStop of Thrones, part two: There’s a bit more to be said about GameStop C.E.O. Ryan Cohen’s quixotic effort to get eBay to buy his company. Obviously, that’s never gonna happen: The eBay board will dutifully squander time evaluating his proposal before rejecting it—presumably any day now. But let’s spend a minute looking at what would
happen to the debt held by GameStop ($4 billion) and eBay ($7 billion) should the two companies merge. I figure that most of that debt can be put back to the companies upon a change of control. Where does Ryan get the cash for that?
Perhaps some of that combined $11 billion debt could be paid off using eBay’s $4 billion in cash. Cohen, as C.E.O. in this fantasy scenario, could also use some portion of the still-theoretical $20 billion loan he’s claimed to have pretty much secured from TD
Securities, the big Canadian bank. But when you calculate the sources and uses, that would still leave a hole of around $10 billion after the outstanding debt is paid off to cover the $71 billion enterprise value of the eBay deal—the $57 billion equity purchase price, plus the $11 billion debt refinancing, plus $3 billion in working capital that eBay requires to make its marketplace viable.
So where, exactly, is that money supposed to come from? Let’s take Ryan at his word that he would
finance the deal with “up to” $20 billion from TD, plus the $28 billion in GameStop stock and $9 billion of GameStop cash (the deal would be “half stock, half cash,” as he memorably told our friends on CNBC), and $4 billion of eBay cash. Altogether, that adds up to $61 billion of sources. But he has $71 billion of uses. Sounds like Ryan is still $10 billion short. Plus, the GameStop shareholders would still need to approve the sale of the company to eBay—or more precisely, the extreme dilution
of the GameStop equity ownership that would result if eBay bought the company.
As I argued last week, this deal is never going to happen, not in the form Ryan currently contemplates, and certainly not in the muddled way he has explained it thus far. Ryan declined to respond to my requests for an interview about the proposed deal, although he does seem to be talking with everyone else. Go figure…
|
And now, the latest overseas bankruptcy adventuring…
|
|
|
|
Wes Edens, the billionaire entrepreneur and NBA owner, is attempting to
restructure New Fortress Energy in London, where the courts are much friendlier to equity holders—the hot new trend for American companies, and a potential win for Edens, who is otherwise having a pretty bad week.
|
|
|
|
It’s been a rough few weeks for Wes Edens, the co-founder of
Fortress Investment Group, now owned by Mubadala Investment Company, and co-owner of the Milwaukee Bucks, which just limped through a dismal 32-50 season, far out of the postseason playoff picture. Brightline, the privately owned Florida rail service that Edens conceived and Fortress financed, is undergoing a major restructuring that could entirely wipe out its
stake. Meanwhile, The Wall Street Journal reported yesterday that Edens is being extorted by a former sexual partner who tried to shake him down for more than $1 billion. At least his Aston Villa football team is holding its own so far this season.
And then there is New Fortress Energy, another of Edens’
brainchildren. He started the vertically integrated, publicly traded provider of natural gas in 2014, and has served as chairman and C.E.O. since 2018. At least for now, he remains its largest shareholder, with an 18.8 percent stake. (Interestingly, Fortress Investment Group itself does not appear to own equity in New Fortress Energy.) But New Fortress, like Brightline, is badly overleveraged, with close to $9 billion of debt, according to S.E.C. filings, and $1.8 billion in losses in 2025. Last
month, Ernst & Young, the company’s auditor, issued a “going concern” opinion for the company, indicating substantial doubt about its ability to keep operating.
But to try to salvage New Fortress, Edens made a smart move—one that is starting to look like a thing among financially distressed U.S. companies. While New Fortress Energy is headquartered in Manhattan and incorporated in Delaware, the company has begun restructuring discussions in London—part of the larger trend I’ve
written about in which U.S. companies are increasingly bypassing expensive and time-consuming American bankruptcy courts in favor of the faster, cheaper, and more targeted U.K. corporate reorganization procedure. The British process allows companies to restructure specific tranches of debt without requiring the approval of other tranches. The U.K.
also allows equity holders to retain a stake in the company going forward, instead of getting summarily wiped out. To wit: Fossil, the watchmaker, and Argo Blockchain, a crypto mining company, both availed themselves of the U.K. process, despite being predominantly U.S. companies, and were able to restructure more quickly while preserving some upside for equity holders. No wonder boards of directors of publicly traded companies are increasingly looking across the pond.
|
|
|
|
A MESSAGE FROM OUR SPONSOR
|
Behind every thriving local business is a story worth telling. For Houndstooth House, that story
begins with Sioux Falls entrepreneurs Denise Cotter and Michelle Marino – and a partnership with U.S. Bank. What started as a shared vision for a flexible, family-first design studio has grown into an award-winning business with a 10,000-square-foot retail space, an eight-person team. Now named a Small Business of the Year, their journey is proof that heart and hard work go hand in hand.
U.S. Bank is proud to be a part of their story – and over 1.1 million others like it.
|
|
|
|
Now it’s New Fortress Energy’s turn through the U.K. restructuring mill. Under the
restructuring plan filed March 17 with the help of Skadden Arps, some $5.2 billion of debt would be exchanged for new debt of some $500 million plus a 65 percent ownership stake in the company—leaving existing shareholders, including Edens, with a heavily diluted 35 percent stake. That outcome would be highly unlikely in the U.S., where the so-called absolute priority rule virtually guarantees that shareholders get wiped out whenever creditors fail to recover par, or close to par, on their debt.
The first substantial court hearing on the New Fortress restructuring is scheduled for May 14 in the U.K.
|
Trouble
in the Garden of Edens
|
If the restructuring is approved, New Fortress Energy will split into two companies. A
new entity will hold New Fortress’s Brazilian energy assets, maintain its own balance sheet, and belong to participating creditors. According to an analysis by Debtwire, holders of the company’s $2.7 billion in senior secured “new” notes due 2029 would receive 94 percent of the Brazilian entity’s equity.
The remaining non-Brazil assets would form the new New Fortress that would continue trading on the Nasdaq. More than $5 billion of the existing debt would be converted into 65
percent of that company’s equity, plus roughly $527 million of new five-year debt, and $2.5 billion in newly issued preferred stock. Holders of the old $2.7 billion in senior secured notes would also receive $974 million of preferred stock and 26 percent of the reorganized company’s equity, along with their stake in the Brazilian assets.
The restructuring has attracted the usual roster of advisors, including Paul Weiss, Akin Gump, Cahill Gordon, Perella Weinberg, and Evercore, among
others. But the bottom line is simple—the U.K. process will allow New Fortress to restructure faster, with fewer motions, fewer hearings, and dramatically lower costs than a traditional U.S. Chapter 11. “While the U.K. restructuring plan process is expected to preserve greater value than alternative implementation routes, additional reasons for choosing a U.K. process include the ability to address discrete portions of the capital structure, the absence of a strict absolute priority rule,
relative cost efficiency, procedural speed, and implications for listing status,” according to an April 1 Debtwire report.
John Bringardner, an executive editor at Debtwire, told me that the May 14 hearing should pretty much be the end of it for the New Fortress restructuring. “There would really only be one or two other hearings after that, because the U.K. process, it’s not like you see, say, in the Saks Global Chapter 11 case, where you’ve got hearings every week or
two, going through every little step of the process,” Bringardner said. “In the U.K., you just have far fewer hearings—a convening hearing and then a sanction hearing a month and a half later, where the court officially approves the plan. These are not the most exciting hearings.” But they’ll get the job done, another notch in the trend of companies seeking restructuring refuge in London.
Meanwhile, New Fortress stock has been on a roller coaster since March 17, when the restructuring plan
became public. Between March 17 and April 1, as the massive shareholder dilution became clear, the stock plunged some 50 percent. Since then, it has rebounded around 20 percent and now has a market capitalization of about $200 million. If my math is right, Edens’ post-restructuring stake would be worth around $13 million. (Edens did not respond to my request for an interview.) But he at least gets to keep an option on the new New Fortress, something American bankruptcy courts would never allow,
given the debt wipeout. Maybe he could offer what’s left of his New Fortress equity to settle the litigation with his onetime paramour?
|
|
|
|
An essential, insider-friendly Hollywood tip sheet from Matthew Belloni, who spent 14 years in the trenches at
The Hollywood Reporter and five before that practicing entertainment law. What I’m Hearing also features veteran Hollywood journalist Kim Masters, as well as a special companion email from Eriq Gardner, focused on entertainment law, and weekly box office analysis from Scott Mendelson.
|
|
|
|
Join Puck’s chief political columnist, John Heilemann, as he roams the corridors of power and influence in America
on this twice-weekly interview show, taking you beyond the headlines with the people who shape our culture: icons and up-and-comers, incumbents and insurgents, moguls and machers in the overlapping worlds of politics, entertainment, tech, business, sports, media, and beyond. The conversations are rich and revealing, unrehearsed and unexpected… and reliably impolitic. A Puck-Audacy joint, new episodes drop every Wednesday and Friday.
|
|
|
|
Need help? Review our FAQ page or contact us for assistance. For brand partnerships, email ads@puck.news. You received this email
because you signed up to receive emails from Puck, or as part of your Puck account associated with {{customer.email}}. To stop receiving this newsletter and/or manage all your email preferences, click here.
|
Puck is published by Heat Media LLC. 107 Greenwich St., New York, NY 10006
|
|
|
|
|