Rumors regarding the financial condition of Westlake Village, California-based Guitar Center are swirling in the trade press, some suggesting that Guitar Center may be facing imminent bankruptcy or default on its debt obligations.
It has been reported that a number of employees may be at risk for layoffs as the company attempts to recover from its financial difficulties.
Many are pointing to the troubled nature of well-known guitar manufacturers and the changing nature of today’s music business as the proximate cause of Guitar Center’s decline. Others point to the company being run by financial engineering specialists at investment firms rather than retailers and musicians.
With more and more algorithmic sophistication, weak voices can be turned into powerhouse singers and non-musicians can actually create music. Traditional music marketing appears to be dying as record labels turn to 360-degree deals to capture profits in merchandising, videos, and ancillary-branded products. Why pay for music works individually when entire music libraries are available for listening at little or no cost.
The financial juggling game continues …
It appears that Guitar Center has managed to re-negotiate a portion of its billion-dollar debt by exchanging its 9.625% Senior Unsecured Notes due 2020 with replacement 13% Cash/PIK (Payment In Kind) notes due 2022.
April 12, 2018 – "Guitar Center, Inc. (the “Company”) announced the expiration and final results of its previously announced exchange offer and consent solicitation to (i) exchange its existing 9.625% Senior Unsecured Notes due 2020, of which there are currently $325 million aggregate principal amount outstanding, for (a) 5% Cash/ 8% PIK Notes due 2022 and (b) warrants to purchase shares of common stock, par value $0.01 per share, of Guitar Center Holdings, Inc., a Delaware corporation and the direct parent of the Company, and (ii) solicit consents to certain proposed amendments to the indenture governing the Existing Notes, commenced by the Company on March 12, 2018".
"At settlement, the Company issued $317,957,000.00 in aggregate principal amount of Exchange Notes, paid an Early Tender Consideration of $1,589,785.00 and support party fees totaling $1,512,775.00 in cash and Holdings issued Warrants, in each case, in exchange for Existing Notes validly tendered and accepted for exchange pursuant to the Exchange Offer. The New Securities have not been registered under the Securities Act of 1933, as amended or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws."
For those unfamiliar with PIK’s, “a PIK or payment in kind is a type of high-risk loan or bond that allows borrowers to pay interest with additional debt rather than cash. This makes it an expensive, high-risk financing instrument because the size of the debt may increase quickly, potentially leaving lenders with big losses if the borrower is unable to pay back the loan.”
March 14, 2018 -- "Guitar Center, Inc. announced that its indirect wholly owned subsidiary Guitar Center Escrow Issuer, Inc. has priced $635 million in aggregate amount of 9.500% senior secured notes due 2021 at an issue price of 98.140%. The Notes are being offered to “qualified institutional buyers” in a private placement, in reliance upon the exemption from the registration requirements of the Securities Act and certain non-U.S. persons outside the United States in accordance with Rule 902 under the Securities Act. The Notes Offering is expected to close on March 16, 2018, subject to customary closing conditions. Following satisfaction of conditions including the completion of the Company’s exchange offer and consent solicitation relating to the Company’s 9.625% Senior Notes due 2020, the Issuer will be merged with and into the Company, with the Company surviving."
"The Company intends to use the net proceeds from this offering, together with borrowings under the Company’s $375.0 million senior secured asset-based revolving credit facility (the 'ABL Facility'), to (i) redeem all of the Company’s outstanding 6.500% Senior Secured Notes due 2019 (including accrued and unpaid interest, if any, to the redemption date) and (ii) pay fees and expenses related to the Notes Offering, the Exchange Offer and an amendment and extension to the ABL Facility.
"The Notes will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the Notes or any other security of the Company, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction."
The play here is to move the maturity dates further toward the future to give the company additional breathing room to operate.
The ratings companies such as Moody’s and S&P Global appear unimpressed, with the ratings suggesting a high-degree of risk, weakest creditworthiness relative to other debt issuers, and have the greatest prospect for the recovery of principal or interest.
The 59-year-old company, controlled by their primary investor Ares Management. L.P., is said to be the world’s largest retailer of musical instruments and associated paraphernalia.
For employees, the handwriting is clearly on the wall and it remains to be seen if Guitar Center can overcome the plague that is affecting the retail sector.
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