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Gibson Brands – Second Amended Plan Details Conversion to Equity of DIP Facility Claims

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July 24, 2018 – Gibson Brands filed with the U.S. Bankruptcy Court a Second Amended Plan [Docket No. 482] and related Disclosure Statement [Docket No. 484] that detail treatment of amounts outstanding under the DIP facility upon Gibson Brands’ emergence from Chapter 11. The Disclosure Statement notes, “The Plan provides that upon emergence from these Chapter 11 Cases, the Debtors will satisfy the $135 million to $139 million of DIP Facility Claims that may be outstanding under the DIP Facility as of the Effective Date through a conversion to equity or ‘takeback paper’. Specifically, pursuant to the Restructuring Support Agreement, the Required Lenders shall elect, in their sole discretion after consulting with the Debtors, to either (i) convert all of the remaining DIP Facility Claims to New Common Stock at a price per share equal to 80% of Plan Value (subject to dilution as described below), (ii) refinance all of the remaining DIP Facility Claims with ‘takeback paper’ in the form of a New Take-Out Facility secured by liens junior to the New Exit ABL Facility, or (iii) satisfy the remaining DIP Facility Claims through a combination of (i) and (ii)….Jefferies has concluded that the Enterprise Value of the Reorganized Debtors, as of an assumed effective date of September 30, 2018 (the ‘Assumed Effective Date’), will range from approximately $360 million to approximately $430 million, with a midpoint of approximately $395 million. The Debtors separately assumed the value of the Debtors’ 54.4% equity interest in TEAC to be approximately $61 million based on the volume-weighted average price (“VWAP”) over the prior 90 trading days ended July 6, 2018. The range of Enterprise Values together with the assumed value of the equity interest in TEAC represents the distributable value of the Reorganized Debtors. This valuation assumes the Debtors emerge with an undrawn revolving credit facility and therefore distributable equity value (the “Distributable Equity Value”) is assumed to range from approximately $421 million to approximately $491 million, with a midpoint of approximately $456 million. The valuation assumes an undrawn revolving credit facility at emergence….The Projections assume that the Purchase Option contemplated in the Company’s DIP Financing Facility does not occur and that the ABL Term Loan and the DIP financing are refinanced with a new $139 million term loan facility. However, the Purchase Option remains available to the Senior Secured Noteholders and may be exercised prior to consummation of the Plan. Further, while the projections assume a refinancing of the DIP Financing Facility, the DIP Lenders have the option to convert the DIP Financing Facility to New Common Stock under the Plan. In the event this option is exercised, the Reorganized Debtors will lower their debt and incur less interest expense than is presented in the Projections….‘Allowed Prepetition Secured Notes Claim’ means a Claim equal to (a) the sum of: (i) $375,000,000, consisting of the outstanding principal amount of Obligations, under, and as defined in, the Prepetition Indenture as of the Petition Date, (ii) $8,227,860, consisting of accrued and unpaid interest on the Prepetition Secured Notes as of the Petition Date.” The Debtors also filed with the Court a notice adjourning their Disclosure Statement hearing from July 25, 2018 at 10:00 a.m. to July 30, 2018 at 10:00 a.m.

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The post Gibson Brands – Second Amended Plan Details Conversion to Equity of DIP Facility Claims appeared first on Daily Bankrupt Company Updates | Bankrupt Company News.


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