WorldCom files for bankruptcy
The Wall Street Journal
By Shawn Young, Carrick Mollenkamp, Jared Sandberg and Henny Sender
July 22, 2002
Source
Embattled telecom’s board of directors approves action
WorldCom Inc. filed for bankruptcy-court protection late Sunday, succumbing to $41 billion of debt and an accounting scandal that has destroyed its access to capital.
WORLDCOM, WHICH has $35 billion in annual revenue but is now nearly out of money, filed under Chapter 11 of the U.S. Bankruptcy Code. The filing, which shields the company from its creditors as it reorganizes, was made in the U.S. Bankruptcy Court for the Southern District of New York. The company intends to continue its normal operations. WorldCom’s board had unanimously approved the step at a meeting Sunday afternoon.
WorldCom, parent of MCI, is the nation’s second-largest long-distance provider and serves 20 million consumers and thousands of corporate customers. In its filing, the company, based in Clinton, Miss., lists assets valued at $107 billion, making the bankruptcy filing by far the largest in U.S. corporate history. Enron Corp., which had been the largest bankruptcy until now, listed assets of $63.4 billion.
Analysts believe, however, that WorldCom’s assets today may be valued at less than $15 billion.
“The shame of it all is that underlying the debt and the restatement and the alleged fraud is a really great company that will ultimately survive,” said Chief Executive John Sidgmore in an interview Sunday. “If we can emerge from bankruptcy without the debt load, we can have a strong position in the industry. We might emerge with the strongest balance sheet.”
WorldCom’s list of creditors, which reads like a who’s who of Wall Street, is made up mostly of bondholders and bank lenders. The largest noteholder is J.P. Morgan Chase & Co.’s J.P. Morgan Trust Co. which, as a trustee, lists $17.2 billion. As a trustee, J.P. Morgan Trust doesn’t necessarily own the bonds, but it is simply an administrator for the investor that owns the bonds.
As expected, the banks that loaned WorldCom $2.65 billion in May, just weeks before WorldCom imploded, are on the list, with Deutsche Bank AG, the largest bank loan creditor, seeking $241 million. ABN Amro Bank NV is owed $203 million.
The filing was made by WorldCom and its roughly 180 domestic subsidiaries, but it doesn’t include the company’s foreign affiliates.
WorldCom intends to sell off nonessential assets and focus on key businesses so it can emerge from bankruptcy protection as a viable company. As part of the court process, WorldCom creditors, including bondholders and banks, will jockey for payment. The bankruptcy almost certainly will wipe out common shareholders, who are last in line among stakeholders in such a proceeding. WorldCom has about three billion common shares outstanding. WorldCom plans to continue serving its residential and business customers, but it faces a major challenge to hang on to them, as some have begun voicing concern that the company’s financial condition could impact service.
Mr. Sidgmore, who took over after veteran CEO Bernard Ebbers was ousted in April, plans to remain in charge, though some bondholders in interviews have raised the possibility that they will seek new management to start fresh. The company will hire a restructuring adviser, who would report to Mr. Sidgmore, to handle relations with the creditors’ committee and help keep management from becoming so distracted by the bankruptcy details that it can’t run the company.
WorldCom’s longer-term tasks will be more difficult. It has to protect the rapidly eroding value of its brand. And it has to decide what its core business should be. WorldCom doesn’t have a group of assets it can easily spin off to raise billions of dollars. Some minor assets, such as the company’s Brazilian and Mexican operations, could be easily disentangled from the rest of the company, but they wouldn’t raise much money.
The expected bankruptcy filing caps a spiraling series of troubles that culminated in disgrace last month when WorldCom admitted to what could turn out to be the biggest accounting fraud ever. WorldCom misstated $3.8 billion in expenses over five quarters in a way that allowed it to report profits when it actually lost a total of about $1.2 billion in that period. The company will have to restate financial results for 2001 and the first quarter of 2002. The move placed WorldCom at the front of a growing line of scandal-tinged flameouts among major companies that have undermined investors’ faith in the market and sent stocks reeling.
WorldCom, whose high-profile former CEO Mr. Ebbers once boasted that his company’s stock was more valuable than cash, had a market capitalization of about $120 billion at its peak in the summer of 1999. By Friday, with expectations widespread of its impending bankruptcy filing, WorldCom’s market capitalization had dwindled to $280 million, a good deal less than Mr. Ebbers’s $408 million loan from the company.
Bondholders are the dominant creditors and will have one of the loudest voices in determining the company’s fate.
One of the first things WorldCom will do now that it has filed will be to ask the bankruptcy-court judge to approve a $2 billion bank loan in the form of senior secured debtor-in-possession financing. WorldCom said Sunday it has secured $750 million of the $2 billion to use in the interim. One of the stipulations the banks made is that WorldCom hire a chief restructuring officer to shepherd WorldCom through what has the potential to be a daunting reorganization.
WorldCom’s debtor-in-possession funding was arranged by lead bank Citigroup Inc. along with J.P. Morgan Chase and General Electric Co.’s financial-services arm, GE Capital. Providing the financing gives these institutions what is called “super-priority” status among WorldCom creditors, which means they will be repaid for the new loans before anyone else.
Another early step will be for WorldCom to seek authority to pay bills outstanding to some creditors-so-called “critical trade vendors”-before it pays bills owed to other creditors. That step is taken to ensure good relations and critical service. An early court battle could occur over how WorldCom categorizes the regional Bell companies, which provide much of the nation’s local-phone service. The Bells could be categorized as utilities and therefore wouldn’t have to be paid immediately for past bills.
But the Bells could argue that without the ability to connect to local phone networks, WorldCom wouldn’t be able to function. The regional Bells are: Verizon Communications Inc., SBC Communications Inc., BellSouth Corp. and Qwest Communications International Inc. WorldCom owes Verizon, which the largest of the Bells, $121 million, according to the filing.
The Bells, which are also WorldCom’s competitors, have been demanding upfront payments, as have other suppliers, as the company’s fortunes slumped. That demand sharply accelerated the rate at which WorldCom burned through its remaining cash and hastened a bankruptcy filing that already seemed inevitable. Even with WorldCom in bankruptcy-court protection, the regional Bells seem inclined to take a tough stance.
“We will take an aggressive approach to protecting the interests of our shareholders,” said Peter Thonis, a spokesman for Verizon.
Some people familiar with the situation say that WorldCom’s cash flow could improve significantly because of the protection a Chapter 11 filing provides and that the company may not need much of the $2 billion in loans that will be available. For example, WorldCom won’t have to pay $500 million in estimated quarterly interest expenses that go to WorldCom’s bondholders.
“Working capital could actually shift to be a significant” help to WorldCom’s operations, said Banc of America high-yield analyst Trent Spiridellis.
There is some desire among bondholders for Mr. Sidgmore to step down, said people familiar with the bondholders’ views. Such changes are common in bankruptcies, particularly if the existing management is tainted in any way. Mr. Sidgmore has denied any knowledge of the accounting improprieties, but some bondholders believe he lacks the heavyweight management credentials the company needs and was too close to Mr. Ebbers and fired Chief Financial Officer Scott Sullivan.
Mr. Sidgmore said he doesn’t believe his departure would benefit the company. “If you believe the company is going to be liquidated, then that’s what you need,” he said. “If you believe that the company is going to be rebuilt, then I think they’re dead wrong.”
“We haven’t heard any outcry to displace management,” said Marcia Goldstein, a senior partner at Weil Gotshal & Manges, which is handling the WorldCom bankruptcy procedures.
“The most important thing is to ensure stability of the operations,” says Daniel Golden, the Akin Gump Strauss Hauer & Feld LLP lawyer for the bondholders making up the informal creditors’ committee. “To preserve WorldCom’s network of customers and suppliers, speed is key.”
At Sunday’s meeting, WorldCom’s board approved two new board members to succeed Mr. Ebbers and Mr. Sullivan. The company named Nicholas Katzenbach, 80 years old, a former undersecretary of state, attorney general, and Yale Law School professor; and Dennis Beresford, a 64-year-old professor of accounting at the University of Georgia who formerly served as the chairman of the Financial Accounting Standards Board.
Some of the stakeholders in the bankruptcy say once WorldCom’s balance sheet is clean, it could become an attractive acquisition target for the Bells or other competitors. Mr. Sidgmore said some would-be buyers are interested enough to have hired investment bankers to assess possible deals. But so far, some prospective buyers are still intensely wary of the company’s weakening core business and the many unknowns that still could lurk in the company’s books.