More TD QUICK TAKE: COMPANY UPDATE
MORE COLOUR ON THE BATTLE FOR CASA'S 5G CLOUD AND RAN ASSETS
THE TD COWEN INSIGHT
We came across an audio recording of the status conference held last Friday for the sale of Casa's 5G Cloud and RAN assets that provided more colour on the sale process. As a reminder, as outlined in our QT note on Monday, we believe the rival bid by ESW/Skyvera puts the deal Casa has with Lumine at risk, and should its deal fall through, there could be some near-term downside risk to the shares.
Impact: NEUTRAL
We outline below some incremental information we gleaned from the status conference for Casa's bankruptcy sale process:
Since the first hearing, Casa and its advisors have had conversations with potential counterparties, with 62 parties contacted. There were 14 parties that requested NDAs, 12 returned signed NDAs, 25+ calls with potential bidders, and extensive due diligence discussions with several parties that led to two parties signing Indications of Interest and one party (ESW Capital through an affiliate, Skyvera) submitting a binding bid last Friday morning before the 10am EST deadline.
ESW/Skyvera's offer includes a TSA requirement (we assume this refers to a tax sharing agreement), which Casa indicated was a new closing deliverable, and it modifies the timing for offers to employees to only two days before closing (which would leave Casa with the difficulty in evaluating employee-related liabilities two days prior to the sale hearing itself).
ESW/Skyvera have an existing partnership with Verizon (who accounts for ~80% of the revenue of the assets for sale) but have not had a chance to speak with them about their bid/interest in Casa's 5G Cloud and RAN assets.
In an effort to show the seriousness of its bid and commitment to meet the planned closing next Monday, Apr. 29, ESW/Skyvera indicated it would be willing to put its $18mm cash bid into escrow but only after meeting with Verizon about its bid.
This was the new information for Casa's lawyers, and it was welcomed but there were still concerns about when ESW/Skyvera could commit to the $18mm deposit (Tuesday, Apr. 23 was mentioned as a possible date) and if there could be sufficient time for a status conference to be held if the deposit is made. The judge indicated she would make herself available.
ESW's lawyers also indicated Skyvera has completed over a dozen transactions in the Delaware bankruptcy court.
- The term lenders support Casa's position that the Lumine bid is superior but the committee of unsecured creditors was not in a position to make an assessment of the situation at that point.