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Kings of Controversial Debt Trades Cry Foul When on Other Side

Sally Bakewell and Sridhar Natarajan

(Bloomberg) -- Apollo Global Management Inc. and Angelo Gordon & Co.’s Ryan Mollett are renowned on Wall Street for finding creative ways to wring money from distressed companies at the expense of other lenders.

But when it came to Serta Simmons Bedding, they got a taste of their own medicine, after the struggling mattress maker decided to pass on their rescue financing package. The company instead negotiated with mutual funds and collateralized loan obligations that usually take a back seat in these transactions.

Apollo and Angelo Gordon are suing to block the deal, which they say will hurt them. Still, peers across the industry can’t resist pointing out the irony that the duo, in the middle of plotting another one of their asset-grab trades, were caught flat-footed.

Fights like this one are becoming increasingly common as the slowing global economy tips more companies into distress. They’re also getting more acrimonious, with lenders and owners bickering over how to divide shrinking pies.

A representative for Apollo said its proposal with other lenders fully complied with the letter and spirit of the company’s credit agreements, while the defendants are attempting to violate the agreements in an unprecedented manner. Representatives for Angelo Gordon and Gamut Capital Management LP, another one of the plaintiffs, declined to comment, as did Doraville, Georgia-based Serta Simmons.

Restructuring Debt

Serta Simmons, owned by private equity firm Advent International Corp., negotiated with a group of lenders including Eaton Vance Corp. and Invesco Ltd. to essentially forgive some of the company’s debt in exchange for allowing the firms to fare better than other creditors if the mattress maker goes bankrupt. The investors also agreed to lend $200 million of new money to the company. The transaction included a debt swap, where the investors agreed to trade their loan holdings for a smaller amount of new debt that has the first claim on assets if the mattress maker fails.

Apollo, Angelo Gordon and Gamut, like Eaton Vance and Invesco, were investors in the company’s first-lien loans, giving them all the first claim on the mattress maker’s assets if it went bankrupt. After the new financing, investors including Eaton Vance and Invesco have what is known as a superpriority, meaning they essentially jumped in line ahead of other lenders.

That shift amounts to a “brazen collateral grab,” according to Angelo Gordon, Apollo and Gamut. In their lawsuit, they said the transaction was a violation of their lending agreements, and that a deal like this could damage the broader loan market.

According to Serta Simmons, the deal with Eaton Vance, Invesco and other lenders was better for the company than the one contemplated by Apollo and Angelo Gordon.

When Serta Simmons asked lenders for help in April, Apollo and Angelo Gordon helped devise a proposal to front $200 million -- provided the new debt was secured with intellectual property and licenses. The assets would be transferred to a special subsidiary that lenders wouldn’t be able to seize if the company failed, a maneuver known as an “asset-drop down.”

In a court document responding to the firms’ lawsuit on Tuesday, Serta Simmons said, “Plaintiffs complain of the company changing the loan market when it is plaintiffs that would have had the company pursue an asset-drop down strategy that is the hallmark of aggressive borrower tactics in complex finance.”

Fair Play?

When Mollett, Angelo Gordon’s global head of distressed and corporate special situations, was at Blackstone Group Inc.’s GSO Capital Partners, he put together a similar transaction for retailer J. Crew Group Inc. The seller of preppy clothing moved its intellectual property, including the J. Crew brand, to a subsidiary, to borrow against it, triggering litigation that ultimately affirmed the company’s right to complete the transaction.

Mollett also shepherded a different kind of transaction involving credit-default swaps tied to homebuilder Hovnanian Enterprises Inc. which caused a storm in the credit-derivatives market and sparked discussions on the legality and ethics of such moves.

Apollo worked on a debt deal for Caesars Entertainment Corp. that transfered valuable assets from its operating unit to other parts of the casino company before that unit, Caesars Entertainment Operating Co., filed for bankruptcy in January 2015.

The actions were at the heart of subsequent lawsuits by angry bondholders who claimed it created a “good Caesars” and a “bad Caesars,” the latter of which would be put in bankruptcy where bondholders would be forced to accept less than they were owed. While the deals were disputed at the time by lenders, they were never found to be illegal.

(Updates with Serta location, ownership in fifth and sixth paragraphs.)

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