NB Distressed Debt Invest. Fd. Ltd
3 August 2017
NB Distressed Debt Investment Fund Limited
Portfolio Update - Extended Life Shares
NB Distressed Debt Investment Fund Limited's ("NBDDIF") primary objective is to provide investors with attractive risk-adjusted returns through long-biased, opportunistic stressed, distressed and special situation credit-related investments while seeking to limit downside risk.
NBDDIF's holdings are diversified across distressed, stressed and special situations investments, with a focus on senior debt backed by hard assets. The portfolio is managed by the Distressed Debt team at Neuberger Berman, which sits within what we believe is one of the largest and most experienced non-investment grade credit teams in the industry.
On 31 March 2015, the investment period of the Extended Life Share Class ("NBDX") expired and the assets of NBDDIF attributable to the Extended Life Shares were placed into the harvest period. Prior to the expiry of the investment period, distributions were made to reflect capital profits arising from the exit of any assets attributable to Extended Life Shares. Including the $16.5 million capital distribution described below, $175.1 million (equivalent to 49% of original capital) has been distributed (income by way of dividend and capital by way of redemption) to shareholders since the realisation phase for this share class.
The Extended Life Share Class is one of three classes of shares in NBDDIF. The others are the Ordinary Share Class and the New Global Share Class. The Ordinary Share Class was subject to an investment period which ended on 10 June 2013 and the New Global Share Class was subject to an investment period which ended on 31 March 2017. Separate factsheets are produced for those share classes.
Manager Commentary
To aid investors' understanding of the portfolio's development and underlying value, from this quarter if any of NBDX's investments experience a partial realisation it will be reported in a new factsheet section entitled 'Partial Realisations'. A partial realisation will have occurred, among other reasons, if (i) a distribution is received that represents 75% of the cost basis of the investment at the time of the distribution; (ii) cumulative distributions received are greater than the original cost basis of the investment; (iii) a sale of the underlying asset has occurred or (iv) a debt tranche has been refinanced. These partial realisations will not be full investment exits because residual value remains unrealised and/or undistributed due to escrows or holdbacks on the sales proceeds or because tranches of debt/equity remain. IRRs and RORs are likely to be different at the time of the final exit. Partial realisations that occurred in previous quarters will also be described in this quarter's factsheet as past partial realisations.
Net Asset Value ("NAV") increased 2.1% in the quarter primarily from an increase in value due to a merger between two portfolio companies in which NBDX owned private equity interests. Low volatility in the debt and equity markets provided a supportive environment for some companies to access the capital markets during the quarter for mergers and refinancing. The investment manager's belief that the underlying value of NBDX's investments will be realised via liquidity events (i.e. sale to a strategic buyer, refinancing or IPO) was evidenced during the quarter.
NBDX had one exit and three partial realisations during the second quarter. The exit, described in more detail below, had a total return of $6.9 million over the life of the investment but negligible income in the second quarter. The total return for the three partial realisations, also described in more detail below, was $26.4 million as of quarter-end.
Net cash generated from portfolio activity during the quarter was $10.8 million. NBDX received $12.3 million cash during the quarter with $11.1 million of capital received from the third partial realisation and $1.2 million from the repayments on two secured bank debt positions. NBDX made one follow-on investment of $1.6 million in the second lien convertible debt of an auto components company to protect against dilution. On 26 June, NBDX declared a $16.5 million return of capital distribution for shareholders payable by way of redemption. Since inception, $175.1 million (or 49% of original capital) has been distributed to shareholders. The ratio of total value (capital distributions, dividends, buy-backs, and current NAV) to original capital increased to 105% based on an increase in NAV and cash generated during the quarter.
Portfolio Update
NBDX ended the quarter with NAV per share of $1.0466 compared to $1.0253 at the end of March, an increase of 2.1%. At quarter-end, 98% of the NAV was invested in distressed investments with 2% held in cash, net accruals and reserves. Unrealised gains in the private equity of two packaging companies, the private notes of an auto components company and the secured debt of an Australian wind farm were offset by unrealised losses in the private equity of a power plant company and the public equity of a US building and development company. The current portfolio consists of 34 issuers across 14 sectors. The largest sector concentrations were in the lodging & casinos, shipping, utilities and oil & gas sectors. Notable events below describe activity in the investments during the quarter1:
· A packaging and container company announced that it was purchasing another complementary packaging and container company and completing a recapitalisation to refinance existing debt, provide cash for the acquisition and pay a dividend to shareholders. NBDX owned private equity interests in both the purchaser and target company. For NBDX's interest in the target company, NBDX will receive cash and newly created shares in the combined company. The transaction closed in early July. The private equity of the acquirer increased 47% following the announcement of the transaction while the private equity of the target increased 76%.
· A building and development company announced and completed an IPO during the quarter. The IPO priced at $14.00/share and ended the quarter at $14.76/share. The IPO allows the company to raise capital for growth and development in its highly desirable land portfolio and gives investors more liquidity in its shares.
· Our investment in the secured debt of a mixed-use residential/retail property in receivership was repaid when the receiver presiding over the estate sold the retail portion of the property, which concluded the sale of the remaining real estate securing the loan. More detail is provided in the Partial Realisation section below. The estate made a distribution to pay down the secured debt holders upon execution of the sale and NBDX's share was $11.1 million.
· NBDX participated in an add-on financing to a second lien convertible debt position in an auto components company to protect against post-conversion equity dilution. Proceeds from the transaction will be used to increase capacity and improve operational efficiency at certain plants. The company's financial and operational performance has been improving since it emerged from bankruptcy protection in 2015 and the company is well positioned to take market share from its two primary competitors with this additional capital.
· A lodging and casino investment is reviewing an offer for the property.
· A power plant investment experienced operating issues resulting in a shut-down of the plant for 45 days during the quarter. These issues have been resolved and the plant has returned to operating as planned. The company is planning to file insurance claims to recoup losses from the shut-down.
Significant Value Change (approximately 0.5% NBDX NAV or +/- $1,000,000)2
Industry |
Instrument |
Q217 Total Return |
Comment |
Packaging & Containers |
Private equity |
$4.0 million |
Company purchased competitor & balance sheet recapitalisation |
Packaging & Containers |
Private equity |
$1.3 million |
Company purchased by competitor |
Auto Components |
Private notes & equity |
$1.2 million |
Raised new cash for new projects |
Utilities |
Bank debt |
$0.9 million |
Company's performance improving |
Building & Development |
Public equity |
($1.0 million) |
Uncertainty regarding environmental approvals |
Utilities |
Bank debt |
($1.1 million) |
Developments in Chapter 11 case |
Exit 46
NBDX invested $15.6 million to purchase a senior construction loan secured by 237 condominium units and related parking spaces located south of Downtown Chicago, Illinois. The lender group executed a deed-in-lieu with the borrower and took possession of the underlying collateral. The group engaged a nationally recognised real estate firm to act as asset manager and broker for the remaining units, invested $1.5 million additional capital to complete the units and common areas, and rebranded the property. The remaining units were sold and the proceeds used to return capital and profits to the owners. Cash received on the investment was $24.0 million with a total return of $6.9 million. IRR is 10% and ROR is 38% over 79 months.
Exit |
Entry Price |
Exit Price |
Total Return |
Holding Period |
IRR |
ROR |
46 |
$17.1 million |
$24.0 million |
$6.9 million |
79 months |
10% |
40% |
Partial Realisations
Past Partial Realisations
Partial Realisation 1: Real Estate Development investment
NBDX invested $7.2 million to purchase a senior construction loan secured by 168 condominium units and related parking spaces located south of Downtown Chicago, Illinois. The lender group executed a deed-in-lieu with the borrower and took possession of the underlying collateral. The group engaged a nationally recognised real estate firm to act as asset manager and broker for the remaining units, invested $0.8 million additional capital to complete the units and common areas, and rebranded the property. The remaining units were sold with proceeds being used to return capital and profits to the owners. Cash received to date is $10.6 million and the current value of the remaining investment is $0.5 million as of 30 June 2017. To date, the total return on the investment for NBDX is $3.1 million over 78 months. We expect to complete an exit once certain claims against the estate are resolved. The IRR is 11% and ROR is 39% as of 30 June 2017.
Partial Realisation 2: Aircraft investment
NBDX purchased $5.7 million of senior notes at a price of 62% of face value, secured by a portfolio of nine aircraft leased to various operators. Eight of the nine aircraft were sold during 2016 with proceeds used to repay the notes. The remaining aircraft is currently leased and will be sold at the end of the lease period. Cash invested is $3.4 million and cash received to date from coupon and principal repayments is $5.8 million. The current value of the remaining interest in the final aircraft is $0.4 million. To date, the total return on the investment is $2.8 million over 49 months. The IRR is 22% and ROR is 82% as of 30 June 2017.
Q217 Partial Realisations
Partial Realisation 3: Commercial Mortgage investment
NBDX purchased a 32.5% interest in a holding company formed with a partner to purchase a senior construction loan that was secured by 107 residential condominiums and a 140,000 square feet mixed-use retail space in Greenwood Village, Colorado. The lenders successfully petitioned the court to install a nationally recognised real estate company to act as receiver, refurbish and complete the remaining condominiums for sale, rebrand and lead marketing of the residential units, and lead leasing efforts for the retail space. All of the condominiums and retail space were sold as of 30 June 2017. Certain reserves remain relating to warranties and other miscellaneous potential claims. Cash invested in the project is $23.1 million and repayments on the loan to date are $29.8 million over 47 months. The current value of the remaining investment is $0.7 million. To date, the total return is $7.4 million. Once certain reserves expire and any potential claims are resolved, we expect to exit fully this investment. The IRR is 10% and ROR is 32% as of 30 June 2017.
Partial Realisation 4: Container and Packaging investment
NBDX invested $5.1 million to purchase first lien secured bank debt with attached private equity of an international packaging company. The debt was repaid in full shortly after the purchase with the receipt of $4.2 million and the fund retained the equity, receiving dividends of $0.9 million during the holding period. During the second quarter the company's sale to a complementary packaging company was announced. NBDX elected to receive sale proceeds in cash and newly created shares in the acquirer for a combined value of $2.9 million. Total return on the investment as of 30 June 2017 was $2.9 million. IRR is 29% and ROR is 57% with a holding period of 54 months at quarter-end.
Partial Realisation 5: Container and Packaging investment
NBDX invested $6.6 million in preferred equity certificates ("PECs") and private equity in a European packaging company. The PECs were retired in full in 2015 and the company paid dividends on the equity during the holding period. Cash received to date is $11.7 million. In the second quarter, the company announced it was purchasing another complementary packaging company (Partial Realisation 4, above) and completing a recapitalisation to refinance existing debt, provide cash for the acquisition and pay a dividend to shareholders. Current value of the private equity position is $10.9 million, generating a total return of $16.0 million as of 30 June 2017. IRR is 60% and ROR is 242% with a holding period of 57 months at quarter-end.
Partial Realisation |
Quarter Reported |
Cash Invested |
Cash Received to Date |
Value of Investment |
Total Return |
Current IRR |
Current ROR |
Months Held |
1 |
Prior |
$8.0m |
$10.6m |
$0.5m |
$3.1m |
11% |
39% |
78 |
2 |
Prior |
$3.5m |
$5.8m |
$0.4m |
$2.8m |
22% |
81% |
49 |
3 |
Q217 |
$23.1m |
$29.8m |
$0.7m |
$7.4m |
10% |
32% |
47 |
4 |
Q217 |
$5.1m |
$5.1m |
$2.9m |
$2.9m |
29% |
57% |
54 |
5 |
Q217 |
$6.6m |
$11.7m |
$10.9m |
$16.0m |
60% |
242% |
57 |
Distributions
During the second quarter, the Board approved a shareholder distribution of $16.5 million to be paid on 10 July 2017 by way of redemption. Since inception, $175.1 million (or 49% of original capital) has been distributed to shareholders. The ratio of total value (capital distributions, dividends, buy-backs, and current NAV) to original capital increased to 106% based on gains in NAV and cash generated during the quarter.
Share Buy-Backs
NBDX purchased 890,000 shares during the quarter under the discount control policy at a cost of $808,915 and average discount of 10.3%3. The shares have been cancelled.
Factsheet
An accompanying factsheet on the information provided above can be found here http://www.rns-pdf.londonstockexchange.com/rns/9435M_-2017-8-2.pdf or on the Company's website www.nbddif.com. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
-ENDS-
For further information please contact:
Neustria Partners +44 (0)20 3021 2580
Nick Henderson
Charles Gorman
Rob Bailhache
_____________________________________________________
Data as at 30 June 2017. Past performance is not indicative of future returns. All comments unless otherwise stated relate to NBDX.
Source: Bloomberg, except where otherwise stated.
1. Notable corporate events may or may not result in an increase or decrease in the value of an NBDX investment or a change in NBDX's NAV per share. Please note that an investment may experience a change in value (positive or negative) during the quarter whether or not it was subject to a notable corporate event. Not all events involving existing investments are disclosed above. In addition, certain corporate events may not have been disclosed due to confidentiality obligations.
2. Industry categorisations determined by Neuberger Berman. Total Return determined by the Administrator, and includes realised and unrealised gains and losses, expenses, FX gains and losses, and all income on investments according to US GAAP accounting.
3. Source: Stifel Nicolaus Europe Limited.
This document is issued by Neuberger Berman Europe Limited ("NBEL") which is authorised and regulated by the UK Financial Conduct Authority ("FCA") and is registered in England and Wales, at Lansdowne House, 57 Berkeley Square, London, W1J 6ER and is also a Registered Investment Adviser with the Securities and Exchange Commission ("SEC") in the U.S. and regulated by the Dubai Financial Services Authority.
This document is intended only for the person to whom it has been delivered. No part of this document may be reproduced in any manner without the written permission of NB Distressed Debt Investment Fund Limited ("NBDDIF"). The securities described in this document may not be eligible for sale in some states or countries and it may not be suitable for all types of investors. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. Securities in the fund may not be offered or sold directly or indirectly into the United States or to U.S. Persons. This document is not intended to be an investment advertisement or sales instrument; it constitutes neither an offer nor an attempt to solicit offers for the securities described herein. This document was prepared using the financial information available to NBDDIF as at the date of this document. This information is believed to be accurate but has not been audited by a third party. This document describes past performance, which may not be indicative of future results. NBDDIF does not accept any liability for actions taken on the basis of the information provided in this document. This report includes candid statements and observations regarding investment strategies. Individual securities, and economic and market conditions; however, there is no guarantee that these statements, opinions or forecasts will prove to be correct. These comments may also include the expression of opinions that are speculative in nature and should not be relied on as statements of fact. The views and opinions expressed herein include forward-looking statements which may or may not be accurate over the long term. Forward-looking statements can be identified by words like ''believe'', ''expect'', ''anticipate'', or similar expressions. You should not place undue reliance on forward-looking statements, which are current as of the date of this report. We disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. While we believe we have a reasonable basis for our appraisals and we have confidence in our opinions, actual results may differ materially from those we anticipate. The information provided in this material should not be considered a recommendation to buy, sell or hold any particular security. Neuberger Berman is a registered trademark.
© 2017 Neuberger Berman Ref: 131233
