The Deal: Centerbridge, Oaktree Make New Run at Billabong

NEW YORK ( The Deal) -- Investors Centerbridge Partners and Oaktree Capital Management ( OAK) Friday, Aug. 23, returned with a rival refinancing proposal for Australia's Billabong International, which they claim offers greater value for the struggling board sports clothing and equipment group and its shareholders.

The partners, which hold senior debt in Billabong, have been racing to overturn a $748 million financing package led by Altamont Capital Partners and including Blackstone Group's ( BX) GSO Capital Partners ever since a July 16 agreement. On Tuesday they won a partial victory when Australia's Takeovers Panel forced Altamont to amend the terms of the package, removing a punitive temporary interest rate on part of the debt and a $65 million payment due in the event of a change of ownership at Billabong.

Centerbridge and Oaktree said their new proposal "provides the board with greater flexibility for addressing the company's near and long-term capital and operational needs when compared to the revised Altamont and GSO proposal." They also said they had lined up potential CEO candidates to head Billabong if former Oakley Inc. CEO Scott Olivet, who was due to join under the Altamont plan, is unavailable.

Billabong corporate affairs executive Chris Fogarty Friday declined to comment on the revised proposal pending a statement from the company. Billabong shares were up 6.8% at A$0.59 by late afternoon in Sydney.

Billabong in July had insisted that Centerbridge and Oaktree's original offer came too late because it had already signed a binding deal for a bridge facility from Altamont along with an agreement to sell the Dakine clothing brand to the San Francisco investor. Billabong said Wednesday it expects to sign binding documentation on a revised term loan worth up to $310 million from Altamont and GSO within two to three weeks; Oaktree and Centerbridge said Friday they wanted to present their alternative before that happened.

Centerbridge and Oaktree said their proposal would save Billabong up to between A$119 million and A$143 million ($107.1 million and $128.7 million) in interest payments over five years and represented an 81% premium for the 39.7% equity stake they plan to take in Billabong compared with the Altamont proposal. That deal could give Altamont and GSO an eventual holding of about 40.5%.

The challenger-duo are offering a senior secured loan of A$325 million, which Billabong would partially pay down by selling A$135 million of shares to Centerbridge and Oaktree and offering another A$32.5 million of stock to all existing shareholders. If necessary, the duo will provide an interim A$325 million bridge loan to replace financing already provided by Altamont, they said. This would carry an interest rate of 12% and mature in March.

The A$325 million senior secured loan would have a five-year maturity and a 13.5% interest rate, falling to 10% if it was partially paid down with the proceeds of the share sales.

Centerbridge and Oaktree would pay A$0.35 per Billabong share under the equity issue, while other shareholders would be offered stock at A$0.30.

Under the proposal Centerbridge and Oaktree would receive more than 29.5 million options over Billabong shares with a seven-year term at a strike price of A$0.50 when they issue the senior secured loan.

Their plan envisages GE Capital remaining in the mix. The Conn. lender under the Altamont proposal would have provided an asset-based multicurrency revolving credit facility of up to $160 million, though that financing had yet to be finalized.

Centerbridge and Oaktree said their proposal "is capable of being executed" in a similar timeframe to the Altamont bid. Gold Coast, Australia-based Billabong has been in play since February last year when TPG Capital made the first of two abortive bids for the company. Amid falling sales and a string of profit warnings further firm offers from at least three prospective bidders failed to materialize, forcing Billabong to embark on the debt restructuring. Before the Altamont financing deal in July, the San Francisco investor was one of two late-stage suitors to buy Billabong.

Moelis & Co. and law firm Gilbert + Tobin are Centerbridge and Oaktree's advisers.

Goldman, Sachs & Co. ( GS) and law firm Allens are Billabong's advisers. Ropes & Gray LLP's C. Todd Boes, Steven R. Rutkovsky, Alexander Zeltser, Elaine B. Murphy, and Jason Freedman are advising Altamont.

Written by Laura Board.

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