My take on confusion between buy out and restructureAs many here, my head has been spinning trying to piece together all of the articles, rumours, statments, etc. It has brought me to the conclusion that the reason so many different structures are being cited is because Alfa (and maybe others) have conditional offers that require the bond holders to convert/accept a take out bid before any bid for the company's common stock would be effective. Here is my take on the situation.
1) Senior secured lender doesn't need to take an impairment on its loans given the asset base of the company and first lien position. Regardless, they probably have a portfolio full of shaky oil loans and are mandated to take down exposure where ever possible. Therefore they have told the company that they want to be paid down by $500M in order to accept some renogiation on covenants. This is why you keep hearing about a $500M "loan" from both Catalyst and Alfa (maybe others too).
2) Any potential bidder knows that the likelyhood of the noteholders coverting or taking a haircut on less than face value is at the highest probability right now. They certainly wouldn't negotiate after a bid for equity has been made since they will argue that if the equity is even worth $0.01 than in theory they should be whole. Furthermore, why take a haircut after a buyout when the new owners still have to play ball with you at a time when they just made a huge investment in the company. Any bidder will want the vulnerability of the current situation to play out with noteholders such that any offer would be conditional on the noteholders agreeing to some type of conversion or straight discount to face value haircut. This piece is holding up the process in my opinion because it is complicated on many levels.
3) Once the above is sorted, the bidder will throw a bone to common shareholders in order to get the deal approved. Remember, nothing above requires shareholder vote or consent. The buyout of common shares, however, would. A "binding" offer would only get put into place once the above noted conditions are met.
This leaves a few scenarios even yet. Senior will get what they want regardless so the variability lies in #2. If noteholders convert, they will hold a large % of shares which will effectively dilute Ohara so that their ability to block a vote will be diminished, and of course noteholders will agree to accept the pending bid on equity before hand as a condition. Scenario 2, the get taken out at a discount and the bidder pays an "optically" good premium to shareholders to get enough support so that Ohara can't block the vote (lets be honest, if another bid comes in and Ohara tries to rally the troops to block it nobody will listen this time given the disaster that happened after shareholders took their lead last time.
All in all, if Alpha plays this right they come out smelling like flowers to all stakeholders and steal the company for way less than they were willing to pay last year and be virutally debt free will a small carry on senior loans that will be much more patient going forward than they are now. And the cherry on top is that they will get roughly $4+bililon in taxes loss carry forwards that effectivelly offsets any precieved premium they will pay to shareholders.
I think this is the reason you are hearing an assortment of claims from $500M loan, to Bid, etc. I personally don't pay much attention to the noise surrounding "wiiping out shareholders equity" since they can have this thing for cheap and do it the legitimate way thereby not subjecting themselves to a bunch of litigation (either warranted or not) for the next 5 years. Alpha seems to get on ok with managemennt so I assume they will fit in there some how to so that Alpha can keep them around...I sure as hell wouldn't, but they have been working for Alpha afterall.