Appvion filed with the U.S. Bankruptcy Court a motion to approve D.I.P. Financing.
The financing motion explains, “Authorizing the Borrower to obtain a senior secured priming super priority multiple draw term loan facility, the ‘Senior DIP Facility’, and the Domestic Guarantors to guaranty the obligations of the Borrower in connection with the Senior DIP Facility, which shall consist of a superpriority term loan facility in an aggregate principal amount of up to $100,000,000 plus PIK Interest, as well as other financial accommodations….An interim hearing on the Motion be held before this Court to consider entry of the Interim Order to (a) authorize the Borrower to borrow under the Senior DIP Facility Documents, on an interim basis, an amount not to exceed $90,000,000, and use the proceeds of such borrowing in accordance with the Senior DIP Facility Documents and the Approved Budget, including to refinance and pay in full the outstanding NM Term Loan Obligations under the Existing DIP Credit Agreement….A maximum principal amount of $100 million in the aggregate of Senior DIP Loans and other financial accommodations, plus PIK Interest, as follows: Term Loan Facility: A senior secured superpriority non-amortizing U.S. dollar denominated term loan facility in an aggregate principal amount of up to $100 million (the ‘Senior DIP Facility’; the loans made thereunder, the ‘Senior DIP Loans’) plus PIK Interest. The Senior DIP Loans may be drawn in multiple instalments, with up to $90 million of the Senior DIP Loans available upon entry of the Interim Order and the remaining $10 million available upon entry of the Final Order, in each case, subject to the Approved Budget and minimum funding requirements consistent with the Existing DIP Facility….The ‘Incremental New Money Commitments’ means commitments to make Senior DIP Loans under the Senior DIP Facility in an aggregate equal to $15 million….Not later than March 9, 2018, the Bankruptcy Court shall have entered the Bid Procedures Order. Not later than April 23, 2018, if at least one qualified competing bid is received in addition to the Stalking Horse bid, an auction, shall be held to determine the winning bidder for the Sale. Not later than April 25, 2018, a hearing shall be held on approval of the Sale, and not later than April 26, 2018, the Bankruptcy Court shall enter an order, in form and substance satisfactory to the Senior DIP Agent and the Required Lenders (the ‘Sale Order’), approving the Sale to the Winning Bidder. Not later than May 30, 2018, the closing of the Sale shall occur, all obligations in respect to the Senior DIP Loans.”
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