Tops Holding II – Files Amended Plan and Disclosure Statement

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September 26, 2018 – Tops Holding II filed a Chapter 11 Plan of Reorganization [Docket No. 637] and related Disclosure Statement [Docket No. 638]. According to the Disclosure Statement, “The Plan provides for the substantial reduction of the Debtors’ funded debt by approximately $445 million and a net reduction of the Debtors’ annual debt service obligations by approximately $36 million. As a result of the massive savings achieved by the Debtors during the Chapter 11 Cases and the significant reduction to their funded debt and debt service obligations, the Debtors will have the necessary capital to invest in and grow their business. In addition, as noted below, the Debtors anticipate that upon emergence from chapter 11, their obligations under the DIP ABL Documents and the DIP Term Loan Documents will be converted into exit facilities and the DIP Term Loan Lenders will provide an additional $35 million of new money at exit to support the Debtors’ post-emergence operations. As a result, the Debtors will have almost $100 million in liquidity upon emergence from chapter 11. The Plan contemplates the distribution of New Second Lien Notes and New Equity Interests to the holders of Senior Secured Notes Claims in exchange for the cancellation of their Senior Secured Notes Claims…. 

More specifically, the Plan provides for the following treatment of Claims and Interests: Each holder of a Senior Secured Notes Claim will receive a Pro Rata share of (a) the New Second Lien Notes in the aggregate principal amount of $100 million and (b) 100% of the New Equity Interests subject to dilution under the post-emergence management incentive plan (the ‘Management Incentive Plan’). The DIP ABL Claims will, with the consent of the holders of such Claims, be converted to and deemed to be issued under an amended and restated asset-based lending credit agreement (the ‘Exit ABL Credit Agreement’), the DIP Term Loan Claims will be converted and deemed to be issued under an amended and restated term loan agreement (the ‘Exit Term Loan Credit Agreement’), and the DIP Term Loan Lenders will fund an additional $35 million at exit to support the Debtors’ operations. All Priority Non-Tax Claims, Other Secured Claims, Intercompany Claims, and Intercompany Interests are unimpaired by the Plan.  The GUC Litigation Trust Causes of Action and the GUC Litigation Trust Payment (defined below) will be contributed to a liquidating trust (the ‘GUC Litigation Trust’) for the exclusive benefit of Allowed General Unsecured Claims and the proceeds thereof will be available for all holders of Allowed General Unsecured Claims to share on a pro rata basis. All holders of Interests in Holdings II (the ‘Existing Holdings II Interests’) and all holders of Interests in Tops MBO Corporation (‘Tops MBO,’ and the Interests in Tops MBO, the ‘Existing MBO Interests’) will receive no distribution or consideration under the Plan on account of their equity interests, and all such Interests will be cancelled… The Plan also incorporates an option to effect an asset transfer. 

Specifically, at the election of the Debtors with the consent of the Requisite Ad Hoc Committee Members:  Substantially all of the Assets of Holdings II will be transferred to and vest in two or more newlyformed subsidiaries, wholly-owned indirectly by Summit (the ‘Acquisition Companies’) and the Acquisition Companies will assume all of obligations of the Reorganized Debtors and the rights of the Reorganized Debtors will vest in the Acquisition Companies. In exchange, Holdings II will receive the equity interests in Summit which will be distributed to Senior Secured Noteholders as contemplated hereunder. Notwithstanding the foregoing, if such asset transfer does not occur, Holdings II will merge with and into Tops MBO (the ‘Merger’), and all assets and liabilities of Holdings II will be deemed assets and liabilities of Tops MBO, in each case, prior to any distributions contemplated hereinafter….

The Plan incorporates a global settlement by and among the Debtors, the Ad Hoc Committee, and the Creditors’ Committee of all disputes and potential litigation of all claims and controversies relating to the Debtors and the treatment of General Unsecured Claims (the ‘Global Settlement’). The Global Settlement provides that, among other things, (i) the GUC Litigation Trust Causes of Action and a onetime, non-refundable payment in Cash by the Debtors in an amount to be set forth in the GUC Litigation Trust Agreement (the ‘GUC Litigation Trust Payment,’ and together with the GUC Litigation Trust Causes of Action and any Other GUC Litigation Trust Financing, the ‘GUC Litigation Trust Assets’) will be contributed to the GUC Litigation Trust for the benefit of the holders of Allowed General Unsecured Claims, (ii) the holders of the DIP ABL Claims, the DIP Term Loan Claims and the Senior Secured Notes Claims will be deemed to release all Liens and security interests on the GUC Litigation Trust Assets, (iii) all Allowed General Unsecured Claims will share in a single recovery from the proceeds of the GUC Litigation Trust, and (iv) the Creditors’ Committee will consent to the Debtors’ release of all claims against the Debtors’ officers, directors, and current shareholders (other than members of the Prior Sponsor Group).” 

On September 26, 2018, the Debtors filed the Amended Joint Chapter 11 Plan of Reorganization [Docket No. 646] (the “9/26 Amended Plan”) and Disclosure Statement for Amended Joint Chapter 11 Plan of Reorganization [Docket No. 647] (the “9/26 Amended Disclosure Statement”), with certain additional modifications. 


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