David’s Bridal – Seeks Approval of DIP Financing, Including $125 million DIP ABL Facility and $60 million DIP Term Loan Facility

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November 19, 2018 – David’s Bridal requested Court approval of debtor-in-possession (“DIP”) financing [Docket No. 17] to be provided through Bank of America and Cantor Fitzgerald Securities. The DIP financing motion explains, “The Debtors seek authority to (i) obtain senior secured postpetition financing on a superpriority basis consisting of a senior secured superpriority revolving credit facility in the aggregate principal amount of up to $125,000,000 (the ‘DIP ABL Facility’, and all amounts extended under the DIP ABL Facility, the ‘DIP ABL Loans’), including (i) a $80,000,000 sublimit for the issuance of letters of credit and (ii) a $20,000,000 sublimit for swingline loans, pursuant to the terms and conditions of that certain Senior Secured, SuperPriority ABL Debtor-In-Possession Credit Agreement (the ‘DIP ABL Credit Agreement’), by and among the Borrower, the Guarantors party thereto, Bank of America as administrative agent and collateral agent (in such capacity, the ‘DIP ABL Agent’); (ii) obtain senior secured postpetition financing on a superpriority basis in the aggregate principal amount of up to $60,000,000 (the ‘DIP Term Loan Facility’, and all amounts extended under the DIP Term Loan Facility, the ‘DIP Term Loans’, and the DIP Term Loan Facility together with the DIP ABL Facility, the ‘DIP Facilities’), consisting of a new money multiple draw term loan facility, pursuant to the terms and conditions of that certain Senior Secured, Super-Priority Term Loan Debtor-in-Possession Credit Agreement (the ‘DIP Term Loan Credit Agreement,’ and together with the DIP ABL Credit Agreement, the ‘DIP Agreements’), by and among the Borrower and Cantor Fitzgerald Securities as administrative agent and collateral agent (the ‘DIP Term Loan Agent’).”

Key terms of the DIP ABL Facility (defined terms are as defined in the Debtors’ DIP motion)

Borrower: David’s Bridal, Inc.

Guarantors: All the Debtors in these chapter 11 cases other than the Borrower (together with the Borrower, the “Loan Parties”).
DIP Lenders: Bank of America and each other lender party to the Prepetition ABL Agreement
DIP Agents: Bank of America, N.A.
DIP Facility / Borrowing Limits: Aggregate $125,000,000 secured revolving debtor-in-possession financing with an $80,000,000 sublimit for the issuance of letters of credit and a $20,000,000 sublimit for swingline loans.
DIP Repayment: Payable in full, in cash, on the Maturity Date.
Use of Proceeds and Cash Collateral: Used, in accordance with the Budget and the DIP Orders, for (a) working capital and letters of credit, (b) other general corporate purposes of the Borrower, (c) payment of costs of administration of these chapter 11 cases, (d) payment of the Prepetition ABL Obligations and (e) payment of such other prepetition expenses as permitted under the DIP ABL Credit Agreement and approved by the Court.
Interest Rate: At the option of the Borrower:

  • Alternate Base Rate (as defined in the DIP ABL Credit Agreement) + 2.00% for ABR Loans (as defined in the DIP ABL Credit Agreement).
  •  Adjusted LIBOR Rate (as defined in the DIP ABL Credit Agreement) + 3.00% for Euro Dollar Loans (as defined in the DIP ABL Credit Agreement).
 
Milestones:
  • Prior to the Petition Date: Entry into the Restructuring Support Agreement
  • Petition date [November 19, 2018] File (a ) Prepackaged Plan, (b) a motion to approve solicitation procedures for the Prepackaged Plan, (c) a motion for a combined hearing approving the former and confirming the latter and (d) a motion seeking approval of the DIP Facilities
  • November 22, 2018: Entry of Interim Order
  • November 23, 2018: the Debtors’ notice agent shall have caused the notices of the Prepackaged Plan and Disclosure Statement to be distributed 
  • November 30 , 2018: File a motion requesting the entry of an order not later than January 7, 2019, extending the lease assumption/rejection period such that the lease assumption/rejection period shall be 210 days
  • December 10,2018: Debtors will deliver a 12-month post -emergence liquidity forecast (with First 3 months with weekly detail) no later than December 10, 2018
  • December 20, 2018: Deadline to vote on the Prepackaged Plan
  • December 21, 2018: Entry of Final Order
  • January 7, 2019: Entry of (a) Confirmation Order approving the Disclosure Statement and Confirming the Pre-Packaged Plan and (b) if such Confirmation Order is not obtained, an order extending the lease assumption/rejection period such that the lease assumption/rejection period shall be 210 days
  • January 14, 2019: Outside date for consummation of the Pre-Packaged Plan
 
The DIP Agents may in their sole discretion extend any milestone for a period of not more than 10 days (or for a longer period with the consent of the applicable Required Lenders (as defined in the DIP Agreements)

Key terms of the DIP Term Loan Facility (defined terms are as defined in the Debtors’ DIP motion)

Borrower: David’s Bridal, Inc.

Guarantors: All the Debtors in these chapter 11 cases other than the Borrower (together with the Borrower, the “Loan Parties”).
DIP Lenders: Certain Prepetition Term Loan Lenders party to the Prepetition Term Loan Agreement and the RSA upon execution and Prepetition Term Loan Lenders who from time to time become DIP Term Loan Lenders.
DIP Agents: Cantor Fitzgerald Securities
DIP Facility / Borrowing Limits: Aggregate $60,000,000 secured delayed draw debtor-in-possession term loan financing.
DIP Repayment: Same as DIP ABL Facility. Subject to certain conditions, voluntary prepayments are permitted at any time without penalty and mandatory prepayments are required upon the occurrence of certain events.
Use of Proceeds and Cash Collateral: Used, in accordance with the Budget and the DIP Orders, for (a) working capital and general corporate purposes of the Borrower, (b) payment of costs of administration of these chapter 11 cases, (c) payment of prepetition expenses and (d) payment of obligations under the Prepetition Term Loan Agreement as permitted under the DIP Term Loan Credit Agreement and approved by the Court.
Interest Rate: At the option of the Borrower: 

  • Alternate Base Rate (as defined in the DIP Term Loan Credit Agreement) + 6.50% for ABR Loans (as defined in the DIP Term Loan Credit Agreement).
  • Adjusted  LIBOR Rate (as defined in the DIP Term Loan Credit Agreement) + 7.50% for Euro Dollar Loans (as defined in the DIP Term Loan Credit Agreement), with a LIBOR floor of 1%.
Milestones: Same as DIP ABL Facility.

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