Today, NPG Capital (ticker: NGPC)updated it's Registration Statement. We have no reason to believe a stock or debt offering is imminent, but we used the opportunity to read the filing.
The Company's stock has been on a downtrend since February 19th, when it peaked at $7.59. As we write the stock is at $6.84, and has been as low as $6.58, a drop of 13% in two months, more than 2x the drop in the BDC sector as a whole over that period as measured by the industry exchange traded Note with the ticker BDCS. In fact, NGPC is trading at a near 30% discount to Net Asset Value, at a time when most BDCs boast a premium. Clearly something is wrong at the Company (which is not news to us or existing shareholders), but what exactly ?
We reviewed the filing for hints and here's what we found:
BORROWER GMX RESOURCES HAS FILED FOR BANKRUPTCY
1. The Company's investment in GMX Resources is going sour. Here's the run-down from the filing, which brings developments almost up to date:
"On September 19, 2012, GMX Resources, Inc., or GMX, consummated an exchange offer for its outstanding 5% Senior Convertible Notes due 2013, or the 2013 Notes, pursuant to which holders tendering the 2013 Notes received new Senior Secured Second-Priority Notes due 2018, or the 2018 Notes, and shares of GMX common stock. We tendered our 2013 Notes in the exchange offer, and consequently received 2018 Notes with a face value of $12.7 million and 3,646,368 shares of GMX common stock. We sold 671,270 shares of GMX common stock in 2012. Effective January 3, 2013, GMX executed a 1-for-13 reverse stock split; consequently, our 2,975,098 shares were converted into 228,853 post-split shares, which we sold in March 2013 for an average price of $3.28 per share, or $0.8 million, resulting in a realized short-term capital loss of $1.6 million, or $0.07 per common share. Interest on the 2018 Notes accrues at a rate of 9% per annum and is payable quarterly (commencing March 4, 2013) at GMX's option, in cash or, with respect to interest paid prior to September 19, 2014, either in the form of cash, GMX common stock, or a combination thereof. The number of shares of GMX stock, if any, to be issued in lieu of cash interest is calculated by assigning a value per share equal to the product of (a) 0.75 and (b) the 10-day volume weighted average price ending the business day prior to the interest payment date.
On March 4, 2013, GMX announced that it failed to make its interest payment on the 2018 Notes, which was due on March 4, 2013. Under the indenture, this failure to pay does not constitute an event of default unless it continues for thirty days; however, it does constitute an event of default under another GMX debt security, which could potentially trigger cross-default features and acceleration of substantially all of GMX's indebtedness. GMX has announced that it has engaged a financial advisor to assist GMX in its ongoing exploration of financing alternatives, including a potential restructuring of GMX's balance sheet in light of its current liquidity and cash needs. GMX has announced that if it is not able to successfully implement a consensual alternative for restructuring its balance sheet, or in order for GMX to implement a financial alternative, GMX may voluntarily seek protection under the U.S. Bankruptcy Code. As of December 31, 2012, we recorded a 100% reserve, totaling $0.4 million, or $0.02 per share, on our interest receivable from GMX as of such date.
On April 1, 2013, subsequent to the date we filed our Annual Report on Form 10-K, GMX filed for protection under Chapter 11 of the U.S. Bankruptcy Code. At December 31, 2012, the fair value of the GMX Notes was $7.4 million".
If NGPC ends up writing off the full face value of the $12.7mn in Notes that's quite a hit for a small company with only 14 investments. We calculate the potential loss on the debt, using the info in the filing, at $0.25 per share on Net Asset Value, and a potential 5% drop in Investment Income over 2012′s level, and an even greater hit to Net Investment Income.
ATP OIL AND GAS ROYALTY INVESTMENT UP IN THE AIR
2. There is a great deal of uncertainty whether NGP Capital Resources big, risky bet on ATP Oil & Gas is going to pay off. Here's the language from the filing:
" In 2011 and 2012, we purchased from ATP Oil & Gas Corporation, or ATP, limited-term ORRIs in certain offshore oil and gas producing properties operated by ATP in the Gulf of Mexico, including $25.0 million advanced on July 3, 2012. Under this arrangement, we own the right to portions (ranging from 5.0% to 10.8%) of the monthly production proceeds from the various oil and gas properties subject to the ORRI in ATP's Gomez and Telemark properties. The terms of the ORRI provide that it will terminate after we receive payments that equal our investments in the ORRI plus a time-value factor that is calculated at a rate of 13.2% per annum. On August 17, 2012, ATP filed for protection under Chapter 11 of the U.S. Bankruptcy Code, and received authorization to incur debtor-in-possession financing of approximately $600 million. ATP failed or refused to deliver our proportionate share of production proceeds for the production months of May and June 2012, which proceeds were due to be distributed on July 31, 2012 and August 31, 2012, respectively. On August 23, 2012, the bankruptcy judge presiding over ATP's case signed an order allowing ATP to pay amounts received after August 17, 2012 to those parties entitled to receive them, including the ORRI holders, provided that the owners of the ORRIs execute the Disgorgement Agreement providing for the repayment to ATP of any amounts that the bankruptcy court later finds to have been inappropriately paid. We executed the Disgorgement Agreement and began receiving monthly distributions in September 2012 from ATP of our share of production proceeds received by ATP after August 17, 2012. On October 17, 2012, we filed a lawsuit against ATP in the U.S. Bankruptcy Court, seeking a declaration that the ORRIs are valid, fully enforceable, and not voidable. ATP has responded by seeking a determination that the ORRIs are not enforceable as a conveyance, but rather are in the nature of a debt instrument. In that connection, ATP seeks disgorgement of amounts paid to us in accordance with the Disgorgement Agreement. This lawsuit is currently pending and trial is scheduled for April 30 - May 1, 2013. We intend to vigorously defend our position that the ORRIs constitute real property interests and are fully valid and enforceable pursuant to their terms. Our unrecovered investment as of December 31, 2012 was $37.0 million, and we had received $8.9 million subject to the Disgorgement Agreement, of which $2.9 million was recorded as investment income in our statement of operations for the year ended December 31, 2012. Our unrecovered investment as of February 28, 2013 was $33.6 million, and we had received $13.1 million subject to the Disgorgement Agreement [Emphasis added by the BDC Reporter]."
Later on in the filing is greater detail about the legal arguments going back and forth, which deserves detailed reading by any existing or prospective investor:
"On August 17, 2012, ATP filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code, in the U.S. Bankruptcy Court for the Southern District of Texas. We own limited term ORRIs in certain offshore oil and gas producing properties operated by ATP. On August 23, 2012, the bankruptcy judge presiding over ATP's case signed an order (Docket No. 191) allowing ATP to pay amounts received after August 17, 2012 to those parties entitled to receive them, including the ORRI holders, provided that the owners of the ORRIs execute an agreement providing for the repayment to ATP of any amounts that the bankruptcy court later finds to have been inappropriately paid (the "Disgorgement Agreement"). We executed the Disgorgement Agreement and began receiving monthly distributions in September 2012 from ATP of our share of production proceeds received by ATP after August 17, 2012. As of December 31, 2012, our unrecovered investment was $37.0 million, and we had received $8.9 million subject to the Disgorgement Agreement, of which $2.9 million was recorded as investment income in 2012. As of February 28, 2013, our unrecovered investment was $33.6 million, and we had received $13.1 million subject to the Disgorgement Agreement.
On October 17, 2012, we filed a lawsuit against ATP styled: NGP Capital Resources Company v. ATP Oil & Gas Corporation , Adv. Proc. No. 12-03443, in the U.S. Bankruptcy Court for the Southern District of Texas, seeking a declaration that the ORRIs are valid, fully enforceable and not voidable. ATP filed an answer and counterclaim in which it (a) denies that the ORRIs are valid and enforceable, (b) seeks a declaration that (i) the ORRIs are a financing agreement and not a true sale and (ii) the ORRIs are executory contracts that are subject to rejection under 11 U.S.C. Sec. 365, and (c) seeks disgorgement from us of amounts paid to us since August 17, 2012, the date of filing of ATP's Chapter 11 proceeding. The United States has sought to intervene in the lawsuit arguing that the underlying leases are unexpired leases of real property or executory contracts (and not real property conveyances), subject to rejection by ATP. Certain service companies holding mechanics and materialman's lien privileges have intervened in the lawsuit for the purpose of establishing that their liens and privileges are superior to our rights. The Bank of New York Mellon Trust Company, N.A., the secondary lien holder, has also intervened in the lawsuit, arguing (i) the ORRIs are a financing agreement and not a true sale, (ii) our claims are barred, waived, released and/or otherwise foreclosed by the express terms of the conveyance of the ORRIs, and (iii) either we have not met a condition precedent or we failed to perform or substantially perform our contractual obligations. The issues in the lawsuit have been bifurcated. This lawsuit is currently pending and trial is scheduled for April 30 - May 1, 2013. We intend to vigorously defend our position that the ORRIs constitute real property interests and are fully valid and enforceable pursuant to their terms.
Separately, the Official Committee of Unsecured Creditors of ATP (the "Committee") filed a motion (the "Motion") requesting authority from the U.S. Bankruptcy Court to be allowed to bring a fraudulent transfer action against us, in which the Committee seeks to allege (a) that ATP was insolvent at the time of the assignment of the ORRIs to us (b) that ATP received less than fair value from us in exchange for the assignments of the ORRIs and (c) as a result, the assignments should be set aside. The Company vigorously denies these allegations and opposes the Motion. The Motion has been abated until a date after May 1, 2013″
If NGPC loses in court, the Company will have to "disgorge" $13.1mn to ATP, and may see their investment pushed down the balance sheet of the bankrupt company. Management is confident they are on solid ground, but if they are not..
Sadly, there's more as ATP is seeking to close down some of it's wells from which NGPC is receiving royalties, and this too may affect cash flow in the short term. Here's the language in the filing:
"On February 24, 2013, ATP filed an emergency motion for an order approving the shut-in of the Debtor's Gomez Properties and granting related relief [Docket No. 1494] (the "Shut-In Motion"). As more fully set forth in the Shut-In Motion, ATP asserts that the Gomez Properties should be shut-in because their continued operation negatively affects ATP's cash flow. The Gomez Properties are burdened by the ORRIs, and we receive distributions of production proceeds attributable to our interests in the Gomez Properties. An emergency hearing was conducted by the Court on February 28, 2013, and on that date the Court entered its Order Regarding Shut In of Gomez Wells [Docket No. 1531] (the "Gomez Order"). The Gomez Order sets a final hearing on the Shut-In Motion for March 28, 2013 and reflects an interim compromise by certain ORRI holders and contains provisions for the accrual and distribution of production proceeds generated from the Gomez wells for the period March 1, 2013 through the date any order is entered authorizing the shut in of the Gomez wells. To the extent the Court grants the Shut-In Motion and the Gomez wells are shut-in, the cash flows attributable to the ORRIs will be negatively affected."
IF WORSE COMES TO WORST
The rest of the Company's energy loans and a couple of newly booked health care investments appear to be performing normally. However, should both these troubled situations go the wrong way, the Company's revenues could drop by as much as a third, and Net Investment Income by more than half. The Company is carrying the ATP investment at close to fair value, and has no liability booked for the potential disgorgement proceeds. If worse came to worse the Company could have to write off in excess of $50mn (adding together the FMV of the GMX Notes, the "unrecovered" ATP investment and the $13.1mn potential to be "disgorged). The potential hit to the NAV would be $2.57, which could bring the book NAV to $7.00, just above the current price.
IMPACT ON BORROWING FACILITY
Unfortunately, NGPC is not swimming in liquidity right now after making several major new loans. We are worried that should the worst come to pass (and that may not turn out to be the case) this loss of asset value and Net Investment Income might result in a default under the Company's Revolver debt. Here are the covenants we worry most about (quoting from the filing):
- maintaining a ratio of net asset value to consolidated total indebtedness (excluding net hedging liabilities) of not less than 2.25:1.0,
maintaining a ratio of net asset value to consolidated total indebtedness (including net hedging liabilities) of not less than 2.0:1.0,
maintaining a ratio of EBITDA (excluding revenue from cash collateral) to interest expense (excluding interest on loans under the Treasury Facility) of not less than 3.0:1.0″
Admittedly some of the assets NGPC owns can be readily sold, so we're not anticipating anything threatening the existence of the business, but losing access to the Revolver would compound an already grim situation and make rebounding that more difficult.
There is trouble ahead potentially for NGP Capital. The next few weeks will be critical. If the Company's views on ATP win the day, and the GMX bankruptcy leaves some value to the Company neither asset value or cash flow will be much impacted. If matters go the other way, Net Asset Value and cash flow and the direction of the Company will all be affected.
Disclosure: I am long NGPC.