Everstream: $384M Auction Win for Midwest Fiber Network

Everstream Solutions LLC, the Cleveland-based enterprise fiber network that AMP Capital positioned as its North American telecommunications consolidation platform, filed chapter 11 in May 2025 carrying more than $1 billion in funded secured debt against annual EBITDA of $45.2 million, a leverage ratio of 21.4 times. The First Day Declaration describes a company that grew from 2,500 route miles at founding in 2014 to over 34,000 route miles across 13 states, deploying hundreds of millions in infrastructure investment.

The restructuring culminated in a competitive auction where Bluebird Fiber's $384.6 million winning bid exceeded the $285 million stalking horse by nearly $100 million. The bankruptcy court entered the Confirmation Order in November 2025 over a U.S. Trustee objection to third-party release provisions, positioning Bluebird as one of the largest enterprise fiber platforms in the Midwest.

Company Background and Growth Trajectory

Everstream Solutions was founded in 2014 as a Cleveland-based provider of connectivity services, communications solutions, and network security for businesses. Under founding CEO Brett Lindsey, the company pursued a build-and-buy strategy that expanded it from a regional Ohio fiber network into a multi-state enterprise connectivity platform spanning 13 states and Washington, D.C.

Founding through private equity ownership. M/C Partners acquired Everstream from a non-profit entity in 2015 and began scaling the platform. By 2018, the growth trajectory attracted attention from global infrastructure investors. In September 2018, AMP Capital completed the purchase of Everstream, acquiring the company from M/C Partners, J.P. Morgan Asset Management, and Morgan Stanley Alternative Investment Partners. AMP Capital—one of the world's top 10 infrastructure investors with over $140 billion in assets under management—designated Everstream as its platform for consolidation of telecommunications assets in North America. Goldman Sachs served as financial advisor and White & Case as legal counsel to AMP Capital on the acquisition.

Expansion under AMP Capital. With AMP Capital's backing, Everstream accelerated capital deployment. The company invested more than $70 million in new network construction in 2019, growing total route miles by 30% to more than 13,000 and entering three new metropolitan markets: Milwaukee, Indianapolis, and Columbus, Ohio. On-net locations increased by 29% and employee headcount doubled across the Midwest footprint.

The expansion intensified in 2020, with Everstream investing more than $300 million in the Midwest. The company increased its footprint by 15% to 15,000 total route miles, constructed more than 2,000 route miles of new fiber, and added fiber connectivity to 16 additional data centers (bringing the total to 52). On-net locations increased by more than 20%, and the workforce expanded by nearly 60%.

Strategic acquisitions. Everstream pursued multiple acquisitions to accelerate geographic expansion. In February 2020, the company acquired Rocket Fiber, a Detroit-based fiber provider that had launched in 2015 to bring fiber infrastructure to downtown Detroit. Everstream announced a $300 million expansion targeting major markets throughout Michigan in connection with the acquisition.

In November 2020, Everstream announced a definitive agreement with Uniti to extend its fiber network into Pennsylvania. The Uniti acquisition added more than 5,600 route miles to Everstream's network—increasing the company's size by more than 35%—and brought Pittsburgh and Philadelphia into the footprint.

DISH partnership. In 2020, Everstream entered an agreement with DISH to provide fiber connectivity for DISH's 5G network.

Leadership metrics. Under Brett Lindsey's tenure as CEO from 2014 through February 2023, Everstream grew from a 2,500-route-mile fiber network to more than 25,000 route miles. EBITDA grew from $2 million to $80 million, the company scaled from 26 to 380 employees, and Lindsey integrated six acquisitions while creating strategic industry partnerships. The metrics reflected growth in route miles, EBITDA, and headcount over the period.

Causes of Financial Distress

The DIP Motion reported that as of December 31, 2024, the company carried a leverage ratio of 21.4x based on debt of $967.1 million and EBITDA of $45.2 million.

Leverage. At filing, Everstream was levered approximately 21.4 times based on debt of $967.1 million and EBITDA of $45.2 million. The funded secured debt was approximately $1.06 billion.

Expansion and investment. Route miles grew from 2,500 to 34,000+ as the company expanded its network and continued capital investment.

EBITDA. The company's EBITDA at filing was $45.2 million, compared with $80 million cited in a 2021 press release.

Industry headwinds. According to EY's 2025 telecommunications risk assessment, 72% of telecom CEOs believe that carve-outs and divestitures will increase in their region, with asset-light strategies gaining ground across the industry.

Leadership transition and restructuring preparation. In February 2023, Bill Major stepped into the President and CEO role, replacing Brett Lindsey who had led the company since founding. By April 2023, the company had retained restructuring advisers.

Prepetition asset sales. Prior to filing, Everstream began divesting peripheral assets to generate liquidity and focus on core markets. The company sold its Illinois and St. Louis metropolitan area networks, with the proceeds providing near-term cash.

Capital Structure

Everstream's capital structure at filing reflected accumulated debt from years of expansion.

Secured debt structure. The company's secured debt was structured in two tranches: OpCo Lenders held secured claims against operating company assets, while HoldCo Lenders held secured claims at the holding company level. This structure created waterfall priority issues that would shape plan treatment. Bridge loans of $20.7 million represented short-term financing obtained as the company approached filing.

Unsecured creditor base. The 30 largest unsecured creditors represent approximately $10.6 million in claims—modest compared to the secured debt overhang. Largest unsecured creditors include Crown Castle (over $1.45 million), Illuminating Co. (over $1 million), and Northern Lights Locating & Inspection Inc. (over $881,000). These trade creditors represented the vendors and service providers supporting the fiber network operations.

DIP Financing

With less than $9.6 million in cash on hand at filing, Everstream required postpetition financing to fund operations through the sale process. The company secured a commitment for $55 million of new money DIP financing from certain of its existing lenders—the only financing available after a market process, according to the DIP Motion.

DIP facility structure. The DIP facility totaled up to $185.7 million, structured to combine new money with roll-up of prepetition obligations:

DIP terms. Société Générale served as DIP Agent, with certain prepetition OpCo Lenders providing the financing:

No alternative financing available. The DIP facility represented the only offer received after the debtors solicited 13 potential financing sources.

Interim and final orders. The bankruptcy court entered the Interim DIP Order on May 29, 2025—the day after filing—providing initial access to $5 million in new money plus $12.5 million from Illinois Sale Proceeds. The Final DIP Order followed on June 20, 2025, enabling the full roll-up structure.

363 Sale Process

The Everstream case proceeded as a sale-based restructuring under the Sale Motion. Prior to filing, the debtors engaged PJT Partners LP as investment banker to market the company's assets.

Prepetition marketing and stalking horse. PJT Partners conducted a prepetition marketing process that resulted in the sale of Illinois assets shortly before the Petition Date, along with sale processes for Missouri and Pennsylvania assets. The prepetition process generated a stalking horse bid for the remaining core business. Bluebird MidWest, LLC agreed to serve as stalking horse with a purchase price of $285 million in cash plus assumed liabilities for substantially all assets other than Select Assets.

Bidding procedures. The bankruptcy court entered the Bidding Procedures Order on June 24, 2025, establishing the framework for competitive bidding. The procedures contemplated an auction if qualified bids emerged and provided customary bid protections for the stalking horse.

Competitive auction. The marketing process attracted competitive interest. At auction in July 2025, multiple bidders participated, ultimately driving the price above the stalking horse level. Bluebird Fiber emerged as the winning bidder with a prevailing bid of $384.6 million—nearly $100 million more than the stalking horse. Metro Everstream Bidco served as backup bidder at $366 million plus assumed liabilities.

Sale approval. The bankruptcy court entered the Sale Order on August 1, 2025, approving the transaction to Bluebird Fiber. The sale included commitments regarding employee retention, with Bluebird agreeing to retain the "vast majority" of Everstream's approximately 280 employees. Completion of the sale was targeted by year-end 2025, subject to regulatory approvals including FCC authorization for license transfers.

Bluebird Fiber and the Combined Platform

Bluebird Fiber was founded in 1999 and currently operates over 11,000 miles of fiber route with 125 employees. The company focuses on enterprise fiber connectivity in the Midwest.

Combined network. The combined company will carry traffic on its own fiber network across 11 adjacent states.

Chapter 11 Plan and Confirmation

Following the sale, the debtors pursued plan confirmation to effectuate distributions and wind down the estates.

Plan evolution. The debtors filed the Initial Chapter 11 Plan and Disclosure Statement on September 10, 2025. The plan underwent multiple amendments in response to creditor feedback and the U.S. Trustee's objection, culminating in the Third Amended Plan filed November 17, 2025.

Plan classification and treatment. The plan established the following classification structure for distribution of sale proceeds:

Secured creditor deficiency. With $1.06 billion in funded secured debt against sale proceeds of $384.6 million, secured lenders faced a deficiency. The OpCo Lenders received first priority on available proceeds, with HoldCo Lenders taking in the waterfall after OpCo claims were addressed.

Unsecured creditor recovery. According to case filings and media coverage, no funds will be available for distribution to unsecured creditors after administrative expenses are paid. The $94.9 million in prepetition unsecured debt will receive no recovery.

U.S. Trustee objection. The U.S. Trustee filed an objection to the plan's third-party release provisions. The bankruptcy court overruled the objection and confirmed the plan with releases intact.

Unsecured Creditors Committee. The United States Trustee appointed an Official Committee of Unsecured Creditors on June 11, 2025. McDermott Will & Emery LLP served as committee counsel, representing the interests of trade creditors and other unsecured claimholders throughout the case.

Contested Matters and Cure Disputes

As with most 363 sales, the Everstream case involved disputes regarding the assumption and assignment of executory contracts to the purchaser. Cure disputes—disagreements over amounts owed to contract counterparties as a condition of assignment—required resolution before closing.

Major cure disputes. Several significant counterparties raised objections to proposed cure amounts or sought relief from the automatic stay:

Relief from stay motions. Several parties sought relief from the automatic stay for specific assets or claims. Maurice J. Dow's motion for relief from stay was resolved by stipulation. Hillsdale College obtained limited relief by stipulation. FirstEnergy Companies filed a motion for relief from stay in December 2025 as contract disputes continued post-confirmation.

Key Timeline

Professional Retentions and Fees

The debtors assembled a team of restructuring professionals to execute the sale process:

Weil, Gotshal & Manges LLP served as debtors' lead counsel, with key attorneys including Clifford William Carlson and Gabriel Adam Morgan from the firm's Houston office.

Telecommunications Industry Context

Everstream's restructuring occurred amid broader stress in the telecommunications sector, particularly among capital-intensive fiber infrastructure companies.

Asset-light shift. According to EY's 2025 risk assessment, 72% of telecom CEOs believe carve-outs and divestitures will increase, with asset-light strategies gaining ground across the industry.

Comparable distress. The fiber sector has seen other significant restructurings during this period. Boundless Broadband filed chapter 11 with over $100 million in debt following contract termination and a liquidity crisis.

Private equity infrastructure investment. AMP Capital acquired Everstream as its North American telecom consolidation platform. The chapter 11 cases were followed by a 363 sale with $384.6 million in proceeds.

Regulatory Considerations

The sale to Bluebird Fiber requires regulatory approvals as a condition to closing. Fiber network operators hold licenses from the Federal Communications Commission that cannot transfer without agency consent.

FCC license transfers. The FCC issued public notices regarding Everstream's license transfer applications, initiating the review process for authorization of the control change. Subsequent FCC approval notices cleared the regulatory path for closing.

Frequently Asked Questions

What caused Everstream to file bankruptcy? The company reported $967.1 million in debt and $45.2 million in annual EBITDA (21.4x leverage), with less than $9.6 million in cash at filing.

Who acquired Everstream's assets? Bluebird Fiber won the competitive auction with a $384.6 million bid, nearly $100 million more than the $285 million stalking horse. Metro Everstream Bidco served as backup bidder at $366 million plus assumed liabilities.

What was AMP Capital's role in Everstream? AMP Capital, one of the world's top 10 infrastructure investors with over $140 billion in assets under management, acquired Everstream in September 2018 as its North American telecommunications consolidation platform. The investment funded network expansion and the company later pursued chapter 11 restructuring.

Did the auction process add value for creditors? Yes. The competitive auction generated nearly $100 million in additional value over the stalking horse bid—a 35% increase.

What happens to Everstream employees? Bluebird Fiber committed to retaining the "vast majority" of Everstream's approximately 280 employees.

What will unsecured creditors recover? According to court filings, no funds will be available for distribution to unsecured creditors after administrative expenses are paid. The $94.9 million in prepetition unsecured debt will receive no recovery.

How long did the bankruptcy case take? From petition (May 28, 2025) to confirmation (November 19, 2025) was 175 days—under six months.

Why was the U.S. Trustee's objection overruled? The bankruptcy court confirmed the plan with third-party release provisions over the U.S. Trustee's objection. The court found the releases satisfied applicable standards.

What were the DIP financing terms? The $185.7 million DIP facility (including $55 million new money) carried SOFR + 10% interest rate, 4% commitment fee, 2% backstop fee, and 4% exit fee. These terms reflected the only financing available after soliciting 13 potential sources.

What is Bluebird Fiber's position after the acquisition? Post-acquisition, Bluebird will operate a combined network across 11 adjacent Midwest states.

Who is the claims agent for Everstream?

Stretto, Inc. serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

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