Zodiac Pool Solutions is not going bankrupt - though readers of certain media reports may have believed otherwise.
The parent company of Vista, Calif.-based Zodiac Pool Systems made headlines in TheWall Street Journal and Bloomberg Businessweek when its owner, The Carlyle Group, filed for Chapter 15 protection in a U.S. Bankruptcy Court in Wilmington, Del.
The Wall Street Journal's story, in particular, bore a headline that left room for interpretation: “Carlyle-Owned Zodiac Pool Seeks U.S. Bankruptcy Protection.”
Though Zodiac Pool Solutions, a Paris-based global firm, did file a petition with the bankruptcy court, it did not seek Chapter 7 liquidation or even Chapter 11 reorganization.
“We are in a very strong financial position as a company,” said Tessa McHenry, director of marketing for Zodiac Pool Systems. “We are not bankrupt. We are not insolvent. This is a positive investment in our company.”
Instead, the company filed under Chapter 15, a nine-year-old section of the Bankruptcy Code meant to provide an effective way of dealing with multi-national companies. When international firms such as Zodiac seek relief from a court outside the United States, they often will file under this section. If the petition is approved by the U.S. Court, protection is provided and the foreign arrangement is binding to American creditors.
The purpose of Zodiac’s filing is to gain approval of a debt-restructuring arrangement established in United Kingdom courts, under whose laws the original debt was issued.
Private equity firm Carlyle Group bought Zodiac in 2007, before the Great Recession, basing loan maturation dates on growth projections for the company. But, as with most firms, performance dipped severely during the economic downturn. Because of this, Carlyle recently sought to extend its approximately $195 million debt, which is distributed among four term-loan and revolving-credit facilities.
If approved, the new arrangement would extend each of the four facilities by 1-1/2 to 3 years, with new maturity dates ranging from December, 2017 to April, 2019. Zodiac Pool Solutions also will reduce its debt somewhat by paying toward some of the facilities immediately.
The debt restructuring affects only financial lenders, not suppliers or other trade partners, said Michael Allan, global chief financial officer of Zodiac Pool Solutions. Additionally, he said, the debt is being restructured, not renegotiated, and will be paid in full.
“No one is taking a ‘haircut,’” Allan said. “We’re not reducing the amount that we intend to pay anybody in the future.”
Some of the affected lenders are based in the United States and would be bound by the restructure if the petition is approved by the U.S. Court. However, Allan said, the new schedule has been supported by most of them.
“There were just a couple lenders who … couldn’t or didn’t support it, but they indicated to us that they wouldn’t fight it,” Allan said. “But just to make sure that there were no issues with it in the U.S., and because some of the debt is in the U.S., we thought it would be best to make sure this agreement is legally binding.”
The change also indicates that Carlyle will remain in the picture for a while, despite the more typical practice of private-equity firms to sell portfolio companies in a few years’ time.
“Because of what’s happened in the financial markets, [Carlyle has] owned Zodiac for a longer period of time than a lot of the companies that they’ve owned,” Allan said. “I can’t speak for Carlyle, but the fact that they’ve been a big part of the work of doing this refinancing, I think, says they’re comfortable with continuing with the ownership of the company.”
Allan reported that Zodiac’s sales and earnings in the U.S. have been on the upswing for at least two years, although the private firm does not release percentages. Its business in Europe is showing encouraging growth this year, as those economies recover from conditions that continued to lag after the United States’ had already picked up, he added. Australia has proven stable.